**Exhibit 1.1**Company No. 2366963THE COMPANIES ACT 1985 AND 1989 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATIONofINTERNATIONAL POWER plcIncorporated on the 1st day of April 1989as adopted by special resolution passed on 23 May 2002
 

 
**CONTENTS**     PRELIMINARY  1 1.Interpretation   1 2.Table A not to apply   5 SHARE CAPITAL  5 3.Authorised capital   5 4.Allotment   5 5.Power to attach rights   6 6.Redeemable shares   6 7.Deferred Shares   6 8.Variation of rights   6 9.Commission   7 10.Trusts not recognised   7 11.Uncertificated shares   7 SHARE CERTIFICATES  7 12.Right to certificate   7 13.Replacement certificates   8 LIEN  9 14.Company’s lien on shares not fully paid   9 15.Enforcement of lien by sale   9 16.Application of proceeds of sale   9 CALLS ON SHARES  9 17.Calls   9 18.Power to differentiate  10 19.Interest on calls  10 20.Payment in advance  10 21.Amounts due on allotment or issue treated as calls  10 FORFEITURE  11 
 

 
     22.Notice if call not paid  11 23.Forfeiture for non-compliance  11 24.Notice after forfeiture  11 25.Disposal of forfeited shares  11 26.Arrears to be paid notwithstanding forfeiture  12 27.Surrender  12 UNTRACED SHAREHOLDERS  12 28.Power of sale  12 29.Application of proceeds of sale  13 TRANSFER OF SHARES  13 30.Method of transfer  13 31.Right to refuse registration  14 32.Fees on registration  15 33.Suspension of registration and closing of register  15 34.Retention of instruments of transfer  15 TRANSMISSION OF SHARES  15 35.On death  15 36.Election of person entitled by transmission  16 37.Rights on transmission  16 ALTERATION OF SHARE CAPITAL  16 38.Increase, consolidation, sub-division and cancellation  16 39.Fractions  17 40.Reduction of capital  18 41.Purchase of own shares  18 GENERAL MEETINGS  18 42.Annual general meetings  18 43.Extraordinary general meetings  18 44.Convening of extraordinary general meetings  18 
 

 
     45.Length and form of notice  18 46.Omission to send notice and irregularities in publication of notices  19 47.Postponement of general meetings  20 48.Special business  20 PROCEEDINGS AT GENERAL MEETINGS  20 49.Quorum  20 50.Procedure if quorum not present  20 51.Chairman  21 52.Right to attend and speak  21 53.Power to adjourn  21 54.Notice of adjourned meeting  22 55.Business at adjourned meeting  22 56.Accommodation of members at meeting  22 57.Security  23 VOTING  23 58.Method of voting  23 59.Procedure on a poll  24 60.Votes of members  24 61.Casting vote  25 62.Restriction on voting rights for unpaid calls etc.  25 63.Voting by proxy  25 64.Appointment of proxy  26 65.When votes by proxy valid although authority revoked  27 66.Corporate representatives  27 67.Objections to and error in voting  28 68.Amendments to resolutions  28 69.Class meetings  28 
 

 
     70.Failure to disclose interests in shares  28 APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS  32 71.Number of directors  32 72.Power of the Company to appoint directors  32 73.Power of the board to appoint directors  32 74.Appointment of executive directors  32 75.Eligibility of new directors  32 76.Voting on resolution for appointment  33 77.Retirement by rotation  33 78.Directors subject to retirement  34 79.Position of retiring director  34 80.Deemed reappointment  34 81.Retirement on account of age  34 82.Removal by ordinary resolution  34 83.Vacation of office by director  35 ALTERNATE DIRECTORS  35 84.Appointment  35 85.Revocation of appointment  36 86.Participation in board meetings  36 87.Responsibility  36 REMUNERATION, EXPENSES AND PENSIONS  36 88.Directors’ fees  36 89.Additional remuneration  37 90.Expenses  37 91.Remuneration and expenses of alternate directors  37 92.Directors’ pensions and other benefits  38 93.Remuneration of executive director, non-executive chairman and deputy chairman  38 
 

 
     POWERS AND DUTIES OF THE BOARD  38 94.Powers of the board  38 95.Powers of directors being less than minimum required number  39 96.Powers of executive directors  39 97.Delegation to committees  39 98.Local Boards and Agencies  40 99.Agents  40 100.Associate directors  40 101.Exercise of voting powers  40 102.Provision for employees  41 103.Registers  41 104.Execution of cheques and promissory notes  41 105.Borrowing powers  41 106.Register of charges  48 107.Directors’ interests  48 PROCEEDINGS OF DIRECTORS AND COMMITTEES  50 108.Board meetings  50 109.Notice of board meetings  50 110.Quorum  51 111.Chairman of board  51 112.Voting  51 113.Participation by telephone  51 114.Resolution in writing  52 115.Proceedings of committees  52 116.Minutes of proceedings  52 117.Validity of proceedings of board or committee  52 SECRETARY AND AUTHENTICATION OF DOCUMENTS  53 118.Secretary  53 
 

 
     119.Authentication of documents  53 SEALS  53 120.Safe custody  53 121.Application of seals  53 122.Official seal for use abroad  54 123.Directors’ ability to set aside reserves out of profits  54 DIVIDENDS AND OTHER PAYMENTS  54 124.Declaration of dividends  54 125.Interim dividends  54 126.Entitlement to dividends  54 127.Dividend payable out of profits  55 128.Method of payment  55 129.Effective receipts from joint holders  56 130.Dividends not to bear interest  56 131.Calls or debts may be deducted from dividends etc.  56 132.Unclaimed dividends etc.  57 133.Waivers of dividends  57 134.Uncashed dividends  57 135.Payment of dividends in specie  58 136.Payment of scrip dividends  58 137.Capitalisation of profits  60 138.Adjustments to subscription prices payable under employees’ share schemes  61 139.Undistributable Reserves  61 140.Record dates  62 ACCOUNTS  62 141.Keeping and inspection of accounts  62 142.Accounts to be sent to members etc.  62 
 

 
     143.Acts done by auditors  63 NOTICES  64 144.Notices to be in writing or in electronic communication  64 145.Service of notices and other documents on members  64 146.Notice by advertisement  65 147.Evidence of service  65 148.Notice binding on transferees etc.  66 149.Notice in case of entitlement by transmission  66 150.Service of documents  66 151.Destruction of documents  67 152.Winding up  67 153.Indemnity of officers and power to purchase insurance  68 
 

 
Company No. 2366963THE COMPANIES ACTS 1985 AND 1989 PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATIONOFINTERNATIONAL POWER plcPRELIMINARY1. **Interpretation** (A) In the articles:   “**Act**” means, unless the context otherwise requires, the Companies Act 1985, including anystatutory modification or re-enactment for the time being in force;   “**Acts**” means the Companies Acts 1985 and 1989 and all statutes and subordinate legislationfor the time being in force concerning companies so far as they apply to the Company;   “**Additional Interest**” means any interest mentioned in section 209(1)(a), (b), (d) or (e) ofthe Original Act (except that of a bare or custodian trustee under the laws of England andWales and of a simple trustee under the laws of Scotland) or mentioned in section 208 (4)(b)of the Original Act on the basis that the entitlements specified therein could arise underan agreement within the meaning of section 204(5) and (6) of that Act;   “**address**” means, in relation to electronic communications, any number or address used forthe purposes of such communications;   “**Adjusted Capital and Reserves**” has the meaning set out in article 105(D);   “**Adjusted Price**” has the meaning set out in article 138;   “**ADR Depositary**” means a custodian or depositary or its nominee, approved by the directors,acting under contractual arrangements with the Company pursuant to which it or that nomineeholds shares in the Company and issues American Depositary Receipts evidencing rights inrelation to those shares or a right to receive them;
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  “**articles**” means these articles of association as amended from time to time;   “**auditors**” means the auditors of the Company;   “**average quotation**” has the meaning set out in article 136(D);   “**board**” means the board of directors of the Company or the directors present or deemed to bepresent at a duly convened meeting of the directors at which a quorum is present;   “**business day**” means a day (not being a Saturday or Sunday) on which clearing banks are openfor business in London;   “**certificated**” means, in relation to a share, a share which is not in uncertificated form;   “**clear days**” means, in relation to a period of notice, that period excluding the day whenthe notice is given or deemed to be given and the day for which it is given or on which itis to take effect;   “**communication**” has the same meaning as in the Electronic Communications Act 2000;   “**company**” includes any body corporate (not being a corporation sole) or association ofpersons, whether or not a company within the meaning of the Act;   “**Custodian Bank**”, means a person which for the time being is, or whose nominee is, theregistered holder of shares in the Company;   “**default shares**” has the meaning set out in article 70(A);   “**Deferred Shares**” means those shares in the capital of the Company having the rights set outin article 7;   “**director**” means, unless the context otherwise requires, a director of the Company;   “**elected shares**” has the meaning set out in article 136(F);   “**electronic communication**” has the same meaning as in the Electronic Communications Act2000;   “**entitled by transmission**” means, in relation to a share, entitled as a consequence of thedeath or bankruptcy of a member or of another event giving rise to a transmission ofentitlement by operation of law;   “**Exchange Cover Scheme**” has the meaning set out in article 105(C)(v)(b);   “**Excepted Foreign Currency Borrowings**” has the meaning set out in article 105(C)(v)(b);   “**excepted transfer**” has the meaning set out in article 70(F)(v);
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  “**executed**” includes, in relation to a document, execution under hand or under seal or byanother method permitted by law;   “**Finance Lease**” has the meaning set out in article 105(C)(i)(f);   “**Hire Purchase Agreement**” has the meaning set out in article 105(C)(i)(f);   “**holder**” means, in relation to a share, the member whose name is entered in the register asthe holder of that share;   “**interest**”, in relation to shares, means any interest which would be taken into account indetermining for the purposes of Part VI of the Original Act whether a person has anotifiable interest (including any interest which he would be taken as having for thosepurposes) and any Additional Interest;   “**London Stock Exchange**” means London Stock Exchange plc;   “**member**” means, unless the context otherwise requires, a member of the Company;   “**new shares**” has the meaning set out in article 136(A);   “**office**” means the registered office of the Company;   “**Original Ac**t” means the Companies Act 1985 as in force on 21 February 1991 andnotwithstanding any repeal, modification or re-enactment thereof after that date (including,for the avoidance of doubt, any amendment, replacement or repeal by regulations made by theSecretary of State pursuant to section 210A of that Act to the provisions as to what istaken to be an interest in shares in section 208 or as to what interests are to bedisregarded in section 209 or the percentage giving rise to a notifiable interest in section199(2));   “**paid**”, “**paid up**” and “**paid-up**” include credited as paid or paid up;   “**prescribed period**” has the meaning set out in article 70(F)(iv);   “**recognised financial institution**” means a recognised clearing house acting in relation to arecognised investment exchange or a nominee of a recognised clearing house acting in thatway or of a recognised investment exchange which is designated for the purposes of section185(4) of the Act;   “**register**” means, unless the context otherwise requires, the register of members keptpursuant to section 352 of the Act or the issuer register of members and Operator registerof members maintained pursuant to Regulation 20 of the Uncertificated Securities Regulations2001 and, where the context requires, any register maintained by the Company or the Operatorof persons holding any renounceable right of allotment of a share and cognate expressionsshall be construed accordingly;   “**relevant company**” has the meaning set out in article 107(C)(iv);   “**relevant dividend**” has the meaning set out in article 136(D);
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  “**representative**” has the meaning set out in article 66;   “**Sale Share**” has the meaning set out in article 28(B);   “**seal**” means, unless the context otherwise requires, the common seal of the Company or anyofficial or securities seal that the Company may have or may be permitted to have under theActs;   “**secretary**” means the secretary of the Company and includes any assistant or deputysecretary and a person appointed by the board to perform the duties of the secretary;   “**transfer office**” means the place where the Register of Members is situated for the timebeing;   “**UKLA**” means the UK Listing Authority, a division of the Financial Services Authority actingin its capacity as the competent authority for the purposes of Part VI of the FinancialServices and Markets Act 2000 or any successor enactment;   “**Uncertificated Securities Regulations**” means the Uncertificated Securities Regulations2001, including any modification, re-enactment or substitute regulations for the time beingin force;   “**uncertificated**” means, in relation to a share, a share title to which is recorded in theregister as being held in uncertificated form and title to which, by virtue of theUncertificated Securities Regulations, may be transferred by means of a relevant system; and   “**Undistributable Reserve**” has the meaning set out in article 139. (B) Words and expressions to which a particular meaning is given by the Act in force whenthe articles (or any part of them) are adopted have the same meaning in the articles or suchpart of them (as the case may be), except where the word or expression is otherwise defined inparagraph (A). The expressions “**issuer register of members**”, “**Operator**”,“**Operator-instruction**”, “**Operator register of members**”, “**participating issuer**”, “**participatingsecurity**” and “**relevant system**” have the same meaning as in the Uncertificated SecuritiesRegulations. (C) All references in the articles to the giving of instructions by means of a relevantsystem shall be deemed to relate to a properly authenticated dematerialised instruction givenin accordance with the Uncertificated Securities Regulations. The giving of such instructionsshall be subject to: (i) the facilities and requirements of the relevant system;  (ii) the extent permitted by the Uncertificated Securities Regulations; and  (iii) the extent permitted by or practicable under the rules and practices fromtime to time of the Operator of the relevant system.
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(D) Where an ordinary resolution of the Company is expressed to be required for anypurpose, a special or extraordinary resolution is also effective for that purpose, and wherean extraordinary resolution is expressed to be required for any purpose, a special resolutionis also effective for that purpose. (E) References to a “**meeting**” shall not be taken as requiring more than one person to bepresent if any quorum requirement can be satisfied by one person. (F) The expressions “**debenture**” and “**debenture holder**” shall respectively include“**debenture stock**” and “**debenture stockholder**”. (G) All of the provisions of these articles as are applicable to paid-up shares shallapply to stock, and the words “**share**” and “**shareholder**” shall be construed accordingly. (H) Words denoting the singular shall include the plural and vice versa. Words denotingthe masculine shall include the feminine. Words denoting persons shall include corporations. (I) The headings in the articles do not affect the interpretation of the articles. 2. **Table A not to apply**   No regulations contained in any statute or subordinate legislation, including theregulations contained in Table A in the schedule to the Companies (Tables A to F)Regulations 1985 (as amended), apply as the regulations or articles of association of theCompany.SHARE CAPITAL3. **Authorised capital**   The authorised share capital of the Company at the date of adoption of these articles is£850,000,001.21 divided into 1,700,000,000 ordinary shares of 50 pence each, 1 unclassifiedshare of £1.00 and 21 Deferred Shares of 1 pence each. 4. **Allotment** (A) Subject to the Acts and relevant authority of the Company in general meeting requiredby the articles and the Acts, the board has general and unconditional authority to allot (withor without conferring rights of renunciation), grant options over, offer or otherwise dealwith or dispose of unissued shares (whether forming part of the original or any increasedcapital) or rights to subscribe for or convert any security into shares, to such persons, atsuch times and on such terms and conditions as the board may decide but no share may be issuedat a discount. (B) The board may at any time after the allotment of a share but before a person has beenentered in the register as the holder of the share recognise a renunciation of the share bythe allottee in favour of another person and may grant to an allottee a right to effect arenunciation on the terms and conditions the board thinks fit.
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5. **Power to attach rights**   Subject to the Acts and to the rights attached to existing shares, new shares may beallotted or issued with or have attached to them such special rights or restrictions as theCompany may by ordinary resolution decide, or, if no resolution is passed or so far as theresolution does not make specific provision, as the board may decide. 6. **Redeemable shares**   Subject to the Acts and to the rights attached to existing shares, shares may be issued onterms that they are to be redeemed or, at the option of the Company or the holder, areliable to be redeemed. 7. **Deferred Shares**   Subject to the Acts and to the rights attached to existing shares, the Deferred Shares shallhave the following rights: (i) the holder(s) of the Deferred Shares shall not be entitled to receive adividend nor to have any other right of participation in the profits of the Company;  (ii) the holder(s) of the Deferred Shares shall have no right to attend or vote atany general meeting of the Company; and  (iii) on a return of capital on the winding-up of the Company or otherwise, theholder(s) of the Deferred Shares shall be entitled, subject to the payment to theholders of all other classes of shares of the amount paid up on such shares, to arepayment of the capital paid up on the Deferred Shares, but shall have no furtherrights of participation in the assets of the Company.8. **Variation of rights** (A) Subject to the Acts, the rights attached to a class of shares may be varied whetheror not the Company is being wound up: (i) in such manner (if any) as may be provided by those rights; or  (ii) in the absence of provision, either with the consent in writing of the holdersof at least three-fourths of the nominal amount of the issued shares of that class orwith the sanction of an extraordinary resolution passed at a separate meeting of theholders of the issued shares of that class validly held in accordance with thearticles,  but not otherwise. (B) The rights attached to a class of shares are not, unless otherwise expressly providedin the rights attaching to those shares, deemed to be varied by the creation, allotment orissue of further shares ranking pari passu with or subsequent to them or by the purchase orredemption by the Company of its own shares in accordance with the Acts and article 41.
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9. **Commission**   The Company may exercise all powers conferred or permitted by the Acts of paying commissionor brokerage. Subject to the Acts, commission or brokerage may be satisfied by the paymentof cash or the allotment of fully-paid or partly-paid shares or the grant of an option tocall for an allotment of shares or by any combination of these methods. 10. **Trusts not recognised**   Except as ordered by a court of competent jurisdiction or as required by law, the Companymay not recognise a person as holding a share on trust and is not bound by or otherwisecompelled to recognise (even if it has notice of it) an equitable, contingent, future,partial or other claim to or interest in a share other than an absolute right in the holderto the whole of the share. 11. **Uncertificated shares** (A) Subject to the Acts, the board may resolve that a class of shares is to become aparticipating security and that a class of shares shall cease to be a participating security. (B) Uncertificated shares of a class are not to be regarded as forming a separate classfrom certificated shares of that class. (C) A member may, in accordance with the Uncertificated Securities Regulations, change ashare of a class which is a participating security from a certificated share to anuncertificated share and from an uncertificated share to a certificated share. (D) The Company may give notice to a member requiring the member to change uncertificatedshares to certificated shares by the time stated in the notice. The notice may also statethat the member may not change certificated shares to uncertificated shares. If the memberdoes not comply with the notice, the board may authorise a person to change the uncertificatedshares to certificated shares in the name and on behalf of the member. (E) While a class of shares is a participating security, the articles only apply to anuncertificated share of that class to the extent that they are consistent with: (i) the holding of shares of that class in uncertificated form;  (ii) the transfer of title to shares of that class by means of a relevant system;and  (iii) the Uncertificated Securities Regulations.SHARE CERTIFICATES12. **Right to certificate** (A) Subject to the Acts, the Uncertificated Securities Regulations, the rules of anyrelevant system and the articles, a person (except a person to whom the Company is not required 
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  by law to issue a certificate) whose name is entered in the register as a holder of acertificated share is entitled, without charge, to receive: (i) within one month of allotment or receipt of the relevant Operator instructionby the Company (or within any other period as the terms of issue of the sharesprovide); or  (ii) within fourteen days after lodgement of a transfer of fully-paid shares; or  (iii) within two months after lodgement of a transfer of partly-paid shares;one certificate for all the certificated shares of a class registered in his name or, in thecase of certificated shares of more than one class being registered in his name, to aseparate certificate for each class of shares.(B) Where a member (other than a recognised financial institution) transfers part of hisshares comprised in a certificate he is entitled, without charge, to one certificate for thebalance of certificated shares retained by him. (C) The Company is not bound to issue more than one certificate for certificated sharesheld jointly by two or more persons and delivery of a certificate to one joint holder issufficient delivery to all joint holders. (D) A certificate shall specify the number and class and the distinguishing numbers (ifany) of the shares in respect of which it is issued and the amount paid up on the shares andshall otherwise comply with the requirements of the UKLA. It shall be issued under a seal,which may be affixed to or printed on it, or in such other manner as the board may approve,having regard to the terms of allotment or issue of the shares. 13. **Replacement certificates** (A) Where a member holds two or more certificates for shares of one class, the board mayat his request, on surrender of the original certificates and without charge, cancel thecertificates and issue a single replacement certificate for certificated shares of that class. (B) At the request of a member, the board may cancel a certificate and issue two or morein its place (representing certificated shares in such proportions as the member may specify),on surrender of the original certificate and on payment of such reasonable sum as the boardmay decide. (C) Where a certificate is worn out, defaced, lost or destroyed, the board may cancel itand issue a replacement certificate on such terms as to provision of evidence and indemnityand to payment of any exceptional out-of-pocket expenses incurred by the Company in theinvestigation of that evidence and the preparation of that indemnity as the board may decide,and on surrender of the original certificate (where it is worn out or defaced). (D) In the case of shares held jointly by several persons any such request may be made byany one of the joint holders.
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LIEN14. **Company’s lien on shares not fully paid** (A) The Company has a first and paramount lien on every share (other than a fully-paidshare) registered in the name of a member (whether solely or jointly with another person) foran amount payable in respect of the share, whether the due date for payment has arrived ornot. The lien applies to all dividends from time to time declared or other amounts payable inrespect of the share. (B) The board may either generally or in a particular case declare a share to be wholly orpartly exempt from the provisions of this article. Unless otherwise agreed with thetransferee, the registration of a transfer of a share operates as a waiver of the Company’slien (if any) on that share. 15. **Enforcement of lien by sale** (A) For the purpose of enforcing the lien, the board may sell shares subject to the lienin such manner as it may decide, if the due date for payment of the relevant amounts hasarrived and payment is not made within 14 clear days after the service of a notice in writing(stating, and demanding payment of, the amounts and giving notice of the intention to sell indefault of payment) on the member concerned (or to a person entitled by transmission to theshares). (B) To give effect to a sale, the board may authorise a person to transfer the shares inthe name and on behalf of the holder of or the person entitled by transmission to the shares,or to cause the transfer of such shares, to the purchaser or his nominee. The purchaser isnot bound to see to the application of the purchase money and the title of the transferee isnot affected by an irregularity in or invalidity of the proceedings connected with the sale. 16. **Application of proceeds of sale**   The net proceeds of a sale effected under article 15, after payment of the costs of thesale, shall be applied by the Company in or towards satisfaction of the amount in respect ofwhich the lien exists. Any residue shall (on surrender to the Company for cancellation ofany certificate for the shares sold, or the provision of an indemnity as to any lost ordestroyed certificate required by the board and subject to a like lien for amounts notpresently payable as existed on the shares before the sale) be paid to the member or aperson entitled by transmission to the shares immediately before the sale.CALLS ON SHARES17. **Calls**   Subject to the terms of allotment or issue, the board may make calls on members in respectof amounts unpaid on the shares or a class of shares held by them respectively (whether inrespect of nominal value or a premium) and not payable on a date fixed by or in accordancewith the terms of allotment or issue. Each member shall (on receiving 
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  at least 14 cleardays’ notice specifying when and where payment is to be made) pay to the Company the amountcalled as required by the notice. A call may be made payable by instalments and may, at anytime before receipt by the Company of an amount due, be revoked or postponed in whole or inpart as the board may decide. A call is deemed made at the time when the resolution of theboard authorising it is passed. A person on whom a call is made remains liable to pay theamount called despite the subsequent transfer of the share in respect of which the call ismade. The joint holders of a share are jointly and severally liable for payment of a callin respect of that share. 18. **Power to differentiate**   The board may make arrangements on the allotment or issue of shares for a difference betweenthe allottees or holders in the amounts and times of payment of a call on their shares. 19. **Interest on calls**   If the whole of the amount called is not paid on or before the date fixed for payment, theperson by whom it is payable shall pay interest on the unpaid amount at such rate as may befixed by the terms of allotment or issue of the share or, if no rate is fixed, at such rate(not exceeding, without the sanction of the Company given by ordinary resolution, 17 percent. per annum) as the board may decide, from and including the date fixed for paymentuntil but excluding the date of actual payment and all costs, charges and expenses incurredby the Company by reason of the non-payment. The board may waive payment of the interest inwhole or in part. 20. **Payment in advance**   The board may, if it thinks fit, receive from a member all or part of the amounts uncalledand unpaid on shares held by him. A payment in advance of calls extinguishes to the extentof the payment the liability of the member on the shares in respect of which it is made.The Company may pay interest on the amount paid in advance, or on so much of it as from timeto time exceeds the amount called on the shares in respect of which the payment in advancehas been made, at such rate (not exceeding, without the sanction of the Company given byordinary resolution, 17 per cent. per annum) as the member paying such sum and the board maydecide. 21. **Amounts due on allotment or issue treated as calls**   An amount which becomes payable in respect of a share on allotment or issue or on a datefixed pursuant to the terms of allotment or issue (whether in respect of nominal value or apremium) or as an instalment of a call is deemed to be a call. In case of non-payment, theprovisions of the articles as to payment of interest and costs, charges and expenses,forfeiture or otherwise apply as if that amount has become payable by virtue of a call.
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FORFEITURE22. **Notice if call not paid**   If a member fails to pay the whole of a call or an instalment of a call on or before thedate fixed for payment, the board may serve notice on the member or on a person entitled bytransmission to the share in respect of which the call was made demanding payment, on a datenot less than 7 clear days from the date of the notice, of the amount of the calloutstanding and any interest that may have accrued on it and all costs, charges and expensesincurred by the Company by reason of the non-payment. The notice shall state: (i) the place where payment is to be made; and  (ii) that if the notice is not complied with the share in respect of which the callwas made will be liable to be forfeited.23. **Forfeiture for non-compliance**   If the notice referred to in article 22 is not complied with, a share in respect of which itis given may, at any time before payment required by the notice has been made, be forfeitedby a resolution of the board. The forfeiture includes all dividends declared or otheramounts payable in respect of the forfeited share and not paid before the forfeiture. 24. **Notice after forfeiture**   When a share has been forfeited, the Company shall serve notice of the forfeiture on theperson who was before forfeiture the holder of the share or the person entitled bytransmission to the share but no forfeiture is invalidated by an omission to give notice.An entry of the fact and date of forfeiture shall be made in the register. 25. **Disposal of forfeited shares** (A) Until cancelled in accordance with the Acts, a forfeited share and all rightsattaching to it are deemed to be the property of the Company and may be sold, re-allotted orotherwise disposed of, either to the person who was before the forfeiture the holder or toanother person, on such terms and in such manner as the board may decide. Where for thispurpose a forfeited share is to be transferred, the board may authorise a person to transferor cause the transfer of the share to the transferee. The Company may receive theconsideration (if any) for the share on its disposal and may register or cause theregistration of the transferee as the holder of the share. (B) The board may before a forfeited share has been cancelled, sold, re-allotted orotherwise disposed of annul the forfeiture on such conditions as it thinks fit. (C) A statutory declaration by a director or the secretary that a share has been forfeitedon the date stated in the declaration is conclusive evidence of the facts stated in thedeclaration against all persons claiming to be entitled to the share. The declaration
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  (subject if necessary to the transfer of the share) constitutes good title to the share andthe person to whom the share is disposed of is not bound to see to the application of theconsideration (if any). His title to the share is not affected by an irregularity in orinvalidity of the proceedings connected with the forfeiture or disposal. 26. **Arrears to be paid notwithstanding forfeiture**   A person whose share has been forfeited ceases on forfeiture to be a member in respect of itand shall surrender to the Company for cancellation any certificate for the forfeited shareor shares. He remains liable to pay, and shall immediately pay to the Company, all calls,interest, costs, charges and expenses owing in respect of the share at the time offorfeiture, with interest, from the time of forfeiture until payment, at such rate as may befixed by the terms of allotment or issue of the share or, if no rate is fixed, at the rate(not exceeding, without the sanction of the Company given by ordinary resolution, 17 percent. per annum) as the board may decide. The board may if it thinks fit enforce paymentwithout allowance for the value of the share at the time of forfeiture or for considerationreceived on disposal. 27. **Surrender**   The board may accept the surrender of a share liable to be forfeited and in that casereferences in the articles to forfeiture include surrender.UNTRACED SHAREHOLDERS28. **Power of sale** (A) The Company may sell the share of a member or of a person entitled by transmission if: (i) during a period of not less than 12 years before the date of publication of theadvertisements referred to in paragraph (A)(iii) (or, if published on two differentdates, the first date) (the “**relevant period**”) at least three cash dividends havebecome payable in respect of the share;  (ii) throughout the relevant period no cheque, warrant or money order has beenpresented by the holder of, or the person entitled by transmission to, the share to thepaying bank, no payment made by the Company by any other means permitted by article128(A) has been claimed or accepted and, so far as any director of the Company at theend of the relevant period is then aware, the Company has not at any time during therelevant period received any communication from the holder of, or person entitled bytransmission to, the share;  (iii) on expiry of the relevant period the Company has given notice of itsintention to sell the share by advertisement in a national newspaper and in a newspapercirculating in the area of the address of the holder of, or person entitled bytransmission to, the share shown in the register; and
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 (iv) the Company has not, so far as the board is aware, during a further period ofthree months after the date of the advertisements referred to in paragraph (A)(iii) (orthe later advertisement if the advertisements are published on different dates) andbefore the exercise of the power of sale received a communication from the holder of,or person entitled by transmission to, the share.(B) Where a power of sale is exercisable over a share pursuant to paragraph (A) (a “**SaleShare**”), the Company may at the same time also sell any additional share issued in right ofsuch Sale Share or in right of such an additional share previously so issued provided that therequirements of paragraphs (A)(ii) to (iv) (as if the words “throughout the relevant period”were omitted from paragraph (A)(ii) and the words “on expiry of the relevant period” wereomitted from paragraph (A)(iii)) shall have been satisfied in relation to the additionalshare. (C) To give effect to a sale pursuant to paragraphs (A) or (B), the board may authorise aperson to transfer the share in the name and on behalf of the holder of, or the personentitled by transmission to, the share, or to cause the transfer of such share, to thepurchaser or his nominee and in relation to an uncertificated share may require the Operatorto convert the share into certificated form in accordance with the Uncertificated SecuritiesRegulations. The purchaser is not bound to see to the application of the purchase money andthe title of the transferee is not affected by an irregularity or invalidity in theproceedings connected with the sale of the share. 29. **Application of proceeds of sale**   The Company shall account to the member or other person entitled by transmission to theshare for the net proceeds of sale by carrying any amount received on sale to a separateaccount. The Company is deemed to be a debtor and not a trustee in respect of that amountfor the member or other person. Any amount carried to the separate account may either beemployed in the business of the Company or invested as the board may think fit. No interestis payable on that amount and the Company is not required to account for money earned on it.TRANSFER OF SHARES30. **Method of transfer** (A) A member may transfer all or any of his certificated shares by instrument of transferin writing in any usual form or in another form approved by the board and may be under handonly, and the instrument shall be executed by or on behalf of the transferor and (in the caseof a transfer of a share which is not fully paid) by or on behalf of the transferee. (B) A member may transfer all or any of his uncertificated shares in accordance with theUncertificated Securities Regulations.
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(C) Subject to the provisions of the Uncertificated Securities Regulations, the transferorof a share is deemed to remain the holder of the share until the name of the transferee isentered in the register in respect of it. 31. **Right to refuse registration** (A) Subject to this article and article 70, shares of the Company are free from anyrestriction on transfer. In exceptional circumstances approved by the UKLA, the board mayrefuse to register the transfer of certificated shares provided that such refusal would notdisturb the market in those shares. Subject to the requirements of the listing rules of theUKLA, the board may, in its absolute discretion and without giving a reason, refuse toregister the transfer of a certificated share which is not fully paid or the transfer of acertificated share on which the Company has a lien. (B) The board may also, in its absolute discretion and without giving a reason, refuse toregister the transfer of a certificated share or a renunciation of a renounceable letter ofallotment unless all of the following conditions are satisfied: (i) it is in respect of only one class of shares;  (ii) it is in favour of a single transferee or renouncee or not more than fourjoint transferees or renouncees;  (iii) it is duly stamped (if required); and  (iv) it is delivered for registration to the Transfer Office or such other place asthe board may decide, accompanied by the certificate for the shares to which it relates(except in the case of a transfer by a recognised financial institution where acertificate has not been issued, or in the case of a renunciation) and such otherevidence as the board may reasonably require to prove the title of the transferor orperson renouncing and the due execution by him of the transfer or renunciation or, ifthe transfer or renunciation is executed by some other person on his behalf, theauthority of that person to do so.(C) If the board refuses to register the transfer of a certificated share it shall, withintwo months after the date on which the transfer was lodged with the Company, send notice ofthe refusal to the transferee. An instrument of transfer which the board refuses to registershall (except in the case of suspected fraud) be returned to the person depositing it. (D) In accordance with and subject to the provisions of the Uncertificated SecuritiesRegulations, the Operator of the relevant system shall register a transfer of title to anyuncertificated share or any renounceable right of allotment of a share which is aparticipating security held in uncertificated form but so that the Operator of the relevantsystem may refuse to register such a transfer in any circumstance permitted by theUncertificated Securities Regulations.
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(E) If the Operator of the relevant system refuses to register the transfer of anuncertificated share or of any such uncertificated renounceable right of allotment of a shareit shall, within the time period stipulated by the Uncertificated Securities Regulations, sendnotice of the refusal to the transferee. (F) In accordance with and subject to the provisions of the Uncertificated SecuritiesRegulations, where title to an uncertificated share is transferred by means of a relevantsystem to a person who is to hold such share in certificated form thereafter, the Company asparticipating issuer shall register the transfer in accordance with the relevantOperator-instruction, but so that the Company may refuse to register such a transfer in anycircumstance permitted by the Uncertificated Securities Regulations. (G) In accordance with the Uncertificated Securities Regulations, if the Company asparticipating issuer refuses to register the transfer of title to an uncertificated sharetransferred by means of a relevant system to a person who is to hold such share incertificated form thereafter, it shall, within two months after the date on which theOperator-instruction was received by the Company, send notice of the refusal to thetransferee. 32. **Fees on registration**   The Company may not charge a fee for registering the transfer of a share or the renunciationof a renounceable letter of allotment or other document or instructions relating to oraffecting the title to a share or the right to transfer it or for making any other entry inthe register. 33. **Suspension of registration and closing of register**   Subject to the Acts, the registration of transfers may be suspended at such times and forsuch period (not exceeding 30 days in any year) as the board may decide and either generallyor in respect of a particular class of shares. Unless otherwise permitted by theUncertificated Securities Regulations, the Company may not close any register relating to aparticipating security without the consent of the Operator of the relevant system. 34. **Retention of instruments of transfer**   Subject to article 151, all instruments of transfer which are registered may be retained bythe Company.TRANSMISSION OF SHARES35. **On death** (A) The Company may recognise only the personal representative or representatives of adeceased member as having title to a share held by that member alone or to which he alone wasentitled. In the case of a share held jointly by more than one person, the Company mayrecognise only the survivor or survivors as being entitled to it.
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(B) Nothing in the articles releases the estate of a deceased member from liability inrespect of a share which has been solely or jointly held by him. 36. **Election of person entitled by transmission** (A) A person becoming entitled by transmission to a share may, on production of anyevidence the board may require as to his entitlement, elect either to be registered as amember or to have a person nominated by him registered as a member. (B) If he elects to be registered himself, he shall give notice to the Company to thateffect. If he elects to have another person registered, he shall: (i) if it is a certificated share, execute an instrument of transfer of the shareto that person; or  (ii) if it is an uncertificated share: (a) procure that instructions are given by means of a relevant system toeffect transfer of the share to that person; or  (b) change the share to a certificated share and execute an instrument oftransfer of the share to that person.(C) All the provisions of the articles relating to the transfer of certificated sharesapply to the notice or instrument of transfer (as the case may be) as if it were an instrumentof transfer executed by the member and his death, bankruptcy or other event giving rise to atransmission of entitlement had not occurred. (D) The board may give notice requiring a person to make the election referred to inparagraph (A) above. If that notice is not complied with within 60 days, the board maywithhold payment of all dividends and other amounts payable in respect of the share untilnotice of election has been made. 37. **Rights on transmission**   Where a person becomes entitled by transmission to a share, the rights of the holder inrelation to that share cease. The person entitled by transmission may, however, give a gooddischarge for dividends and other amounts payable in respect of the share and, subject toarticles 36 and 128, has the rights to which he would be entitled if he were the holder ofthe share. The person entitled by transmission is not, however, before he is registered asthe holder of the share entitled in respect of it to receive notice of or exercise rightsconferred by membership in relation to meetings of the Company or a separate meeting of theholders of a class of shares.ALTERATION OF SHARE CAPITAL38. **Increase, consolidation, sub-division and cancellation**   The Company may by ordinary resolution:
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 (i) increase its share capital by a sum to be divided into shares of an amountprescribed by the resolution. All new shares shall be subject to the provisions of theActs and of these articles with reference to allotment, payment of calls, lien,transfer, transmission, forfeiture and otherwise;  (ii) consolidate and divide all or any of its share capital into shares of a largeramount than its existing shares;  (iii) subject to the Acts, sub-divide all or any of its shares into shares of asmaller amount and may by the resolution decide that the shares resulting from thesub-division have amongst themselves a preference or other advantage or be subject to arestriction; and  (iv) cancel shares which, at the date of the passing of the resolution, have notbeen taken or agreed to be taken by a person and diminish the amount of its sharecapital by the amount of the shares so cancelled.39. **Fractions** (A) If, as the result of consolidation and division or sub-division of shares, membersbecome entitled to fractions of a share, the board may on behalf of the members deal with thefractions as it thinks fit. In particular, the board may (treating holdings of a member ofuncertificated shares and certificated shares of the same class as if they were separateholdings, unless the board decides otherwise): (i) sell fractions of a share to a person (including, subject to the Acts, to theCompany) and distribute the net proceeds of sale in due proportion amongst the personsentitled (except that if the amount due to a person is less than £3, or such other sumas the board may decide, the sum may be retained for the benefit of the Company); or  (ii) subject to the Acts, allot or issue to a member credited as fully paid by wayof capitalisation the minimum number of shares required to round up his holding ofshares to a number which, following consolidation and division or sub-division, leavesa whole number of shares (such allotment or issue being deemed to have been effectedimmediately before consolidation or sub-division, as the case may be).(B) To give effect to a sale pursuant to sub-paragraph (A)(i) above the board mayauthorise a person to transfer or to cause the transfer of the shares to the purchaser or hisnominee and may cause the name of the purchaser or his nominee to be entered in the registeras the holder of the shares. The purchaser is not bound to see to the application of thepurchase money and the title of the transferee to the shares is not affected by anirregularity or invalidity in the proceedings connected with the sale. (C) If shares are allotted or issued pursuant to sub-paragraph (A)(ii) above, the amountrequired to pay up those shares may be capitalised as the board thinks fit out of amountsstanding to the credit of reserves (including a share premium account, capital
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  redemptionreserve and profit and loss account), whether or not available for distribution, and appliedin paying up in full the appropriate number of shares. A resolution of the board capitalisingpart of the reserves has the same effect as if the capitalisation had been declared byordinary resolution of the Company pursuant to article 137. In relation to the capitalisationthe board may exercise all the powers conferred on it by article 137 without an ordinaryresolution of the Company. 40. **Reduction of capital**   Subject to the Acts and to the rights attached to existing shares, the Company may byspecial resolution reduce its share capital, capital redemption reserve and share premiumaccount in any way. 41. **Purchase of own shares**   Subject to the Acts and to the rights attaching to existing shares, the Company maypurchase, or agree to purchase in the future, any shares of any class (including redeemableshares) in its own capital in any way.GENERAL MEETINGS42. **Annual general meetings**   The Company shall hold annual general meetings, which shall be convened by the board, inaccordance with the Acts. 43. **Extraordinary general meetings**   All general meetings of the Company other than annual general meetings are calledextraordinary general meetings. 44. **Convening of extraordinary general meetings**   The board may convene an extraordinary general meeting whenever it thinks fit. The boardmust convene an extraordinary general meeting immediately on receipt of a requisition frommembers in accordance with the Acts and in default a meeting may be convened byrequisitionists as provided in the Acts. At a meeting convened on a requisition or byrequisitionists no business may be transacted except that stated by the requisition orproposed by the board. An extraordinary general meeting may also be convened in accordancewith article 95. 45. **Length and form of notice** (A) An annual general meeting and an extraordinary general meeting called for the passingof a special resolution shall be called by not less than 21 clear days’ notice. All otherextraordinary general meetings shall be called by not less than 14 clear days’ notice. (B) Subject to the Acts, and although called by shorter notice than that specified inparagraph (A), a general meeting is deemed to have been duly called if it is so agreed:
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 (i) in the case of an annual general meeting, by all the members entitled to attendand vote at the meeting; and  (ii) in the case of another meeting, by a majority in number of the members havinga right to attend and vote at the meeting, being a majority together holding not lessthan 95 per cent. in nominal value of the shares giving that right.(C) The notice of meeting shall specify: (i) whether the meeting is an annual general meeting or an extraordinary generalmeeting;  (ii) the place, the date and the time of the meeting;  (iii) in the case of special business, the general nature of that business;  (iv) if the meeting is convened to consider a special or an extraordinaryresolution, the intention to propose the resolution as such; and  (v) with reasonable prominence, that a member entitled to attend and vote mayappoint one or more proxies to attend and, on a poll, vote instead of him and that aproxy need not also be a member.(D) The notice of meeting shall be given to the members (other than any who, under theprovisions of the articles or the terms of allotment or issue of shares, are not entitled toreceive notice), to the directors and to the auditors. (E) The board may determine that persons entitled to receive notices of meeting are thosepersons entered on the register at the close of business on a day determined by the board,provided that, if the Company is a participating issuer, the day determined by the board maynot be more than 21 days before the day that the relevant notice of meeting is being sent. (F) The notice of meeting may also specify a time (which, if the Company is aparticipating issuer, shall not be 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 voteat the meeting. Changes to entries on the register after the time so specified in the noticeshall be disregarded in determining the rights of any person to so attend or vote. (G) Where the notice of meeting is published on a web-site in accordance with article145(B), it shall continue to be published in the same place on that web-site from the date ofthe notification given under article 145(B)(ii) until the conclusion of the meeting to whichthe notice relates. 46. **Omission to send notice and irregularities in publication of notices** (A) The accidental omission to send a notice of meeting or, in cases where it is sent outwith the notice, a form of appointment of a proxy to, or the non-receipt of either by, aperson entitled to receive it does not invalidate the proceedings at a general meeting.
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(B) Where a notice of meeting published on a web-site in accordance with article 145(B) isby accident published in different places on the web-site or published for part only of theperiod from the date of the notification given under article 145(B)(ii) until the conclusionof the meeting to which the notice relates, the proceedings at such meeting are not therebyinvalidated. 47. **Postponement of general meetings**   If the board, in its absolute discretion, considers that it is impractical or unreasonablefor any reason to hold a general meeting at the time or place specified in the noticecalling the general meeting, it may postpone the general meeting to another time and place.When a meeting is so postponed, notice of the time and place of the postponed meeting shallbe placed in at least two national newspapers in the United Kingdom. Notice of the businessto be transacted at such postponed meeting is not required. 48. **Special business**   All business transacted at a general meeting is deemed special except the following businessat an annual general meeting: (i) the receipt and consideration of the annual accounts, the directors’ report andauditors’ report on those accounts;  (ii) the appointment of directors and other officers in place of those retiring byrotation or otherwise ceasing to hold office;  (iii) the declaration of dividends; and  (iv) the appointment of the auditors (when special notice of the resolution forappointment is not required by the Acts) and the fixing, or determination of the mannerof the fixing, of their remuneration.PROCEEDINGS AT GENERAL MEETINGS49. **Quorum** (A) No business may be transacted at a general meeting unless a quorum is present. Theabsence of a quorum does not prevent the appointment of a chairman in accordance with thearticles, which is not treated as part of the business of the meeting. (B) The quorum for a general meeting is two members present in person or by proxy andentitled to vote. 50. **Procedure if quorum not present** (A) If a quorum is not present within five minutes (or such longer time as the chairmandecides) from the time fixed for the start of the meeting, the meeting, if convened by or onthe requisition of members, is dissolved. In any other case it stands adjourned to such time(being not less than 14 nor more than 28 days later) and place as may have been specified forthe purpose in the notice convening the meeting. Where no such
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  arrangements have beenspecified, the meeting stands adjourned to such time (being not less than 14 nor more than 28days later) and place as the chairman (or, in default, the board) decides. (B) At an adjourned meeting the quorum is one member present in person or by proxy andentitled to vote. If a quorum is not present within five minutes from the time fixed for thestart of the meeting, the adjourned meeting is dissolved. (C) Save where the time and place for the adjourned meeting has been specified for thepurpose in the notice convening the meeting as referred to in paragraph (A) above (in whichcase notice of the adjourned meeting need not be given), the Company shall give not less thanseven clear days’ notice of any meeting adjourned for the lack of a quorum and the noticeshall state the quorum requirement. 51. **Chairman** (A) The chairman (if any) of the board or, in his absence, the deputy chairman (if any)shall preside as chairman at a general meeting. If there is no chairman or deputy chairman, orif at a meeting neither is present within five minutes after the time fixed for the start ofthe meeting or neither is willing to act, the directors present shall select one of theirnumber to be chairman. If only one director is present and willing to act, he shall bechairman. In default, the members present in person and entitled to vote shall choose one oftheir number to be chairman. (B) Without prejudice to any other power which he may have under the provisions of thearticles or at common law, the chairman may take such action as he thinks fit to promote theorderly conduct of the business of the meeting as specified in the notice of meeting and thechairman’s decision on matters of procedure or arising incidentally from the business of themeeting is final, as is his determination as to whether any matter is of such a nature. 52. **Right to attend and speak** (A) A director or an auditor is entitled to attend and speak at a general meeting and at aseparate meeting of the holders of a class of shares or debentures whether or not he is amember. (B) The chairman may invite any person to attend and speak at any general meeting of theCompany whom the chairman considers to be equipped by knowledge or experience of the Company’sbusiness to assist in the deliberations of the meeting. 53. **Power to adjourn** (A) The chairman may, with the consent of a meeting at which a quorum is present (andshall, if so directed by the meeting) adjourn a meeting from time to time and from place toplace or for an indefinite period. (B) Without prejudice to any other power which he may have under the provisions of thearticles or at common law, the chairman may, without the consent of the meeting, 
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  interrupt oradjourn a meeting from time to time and from place to place or for an indefinite period if hedecides that it has become necessary to do so in order to: (i) secure the proper and orderly conduct of the meeting;  (ii) give all persons entitled to do so a reasonable opportunity of speaking andvoting at the meeting; or  (iii) ensure that the business of the meeting is properly disposed of.54. **Notice of adjourned meeting** (A) Whenever a meeting is adjourned for 28 days or more or for an indefinite periodpursuant to article 53, at least seven clear days’ notice specifying the place, date and timeof the adjourned meeting and the general nature of the business to be transacted shall begiven to the members (other than any who, under the provisions of the articles or the terms ofallotment or issue of the shares, are not entitled to receive notice), the directors and theauditors. Except in these circumstances it is not necessary to give notice of a meetingadjourned pursuant to article 53 or of the business to be transacted at the adjourned meeting. (B) The board may determine that persons entitled to receive notice of an adjournedmeeting in accordance with this article are those persons entered on the register at the closeof business on a day determined by the board, provided that, if the Company is a participatingissuer, the day determined by the board may not be more than 21 days before the day that therelevant notice of meeting is being sent. (C) The notice of an adjourned meeting given in accordance with this article may alsospecify a time (which, if the Company is a participating issuer, shall not be more than 48hours before the time fixed for the meeting) by which a person must be entered on the registerin order to have the right to attend or vote at the meeting. Changes to entries on theregister after the time so specified in the notice shall be disregarded in determining therights of any person to so attend or vote. 55. **Business at adjourned meeting**   No business may be transacted at an adjourned meeting other than the business which mightproperly have been transacted at the meeting from which the adjournment took place. 56. **Accommodation of members at meeting**   If it appears to the chairman that the meeting place specified in the notice convening themeeting is inadequate to accommodate all members entitled and wishing to attend, the meetingis duly constituted and its proceedings valid if the chairman is satisfied that adequatefacilities are available to ensure that a member who is unable to be accommodated is ableto: (i) participate in the business for which the meeting has been convened;
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 (ii) hear and see all persons present who speak (whether by the use ofmicrophones, loud-speakers, audio-visual communications equipment or otherwise),whether in the meeting place or elsewhere; and  (iii) be heard and seen by all other persons present in the same way.57. **Security**   The board may make any arrangement and impose any restriction it considers appropriate toensure the security of a meeting including, without limitation, the searching of a personattending the meeting and the restriction of the items of personal property that may betaken into the meeting place. The board may authorise one or more persons, who shallinclude a director or the secretary or the chairman of the meeting to: (i) refuse entry to a meeting to a person who refuses to comply with thesearrangements or restrictions; and  (ii) eject from a meeting any person who causes the proceedings to becomedisorderly.VOTING58. **Method of voting** (A) At a general meeting, a resolution put to the vote of the meeting is decided by a showof hands unless (before or on the declaration of the result of the show of hands) a poll isproperly demanded. (B) Subject to the Acts, a poll may be demanded on any question by: (i) the chairman of the meeting;  (ii) not less than five members present in person or by proxy and entitled to vote;  (iii) a member or members present in person or by proxy representing in aggregatenot less than one-tenth of the total voting rights of all the members having the rightto vote at the meeting; or  (iv) a member or members present in person or by proxy holding shares conferring aright to vote at the meeting, being shares on which an aggregate sum has been paid upequal to not less than one-tenth of the total sum paid up on all the shares conferringthat right.  A demand by a proxy is deemed to be a demand by the member appointing the proxy. (C) Unless a poll is demanded and the demand is not withdrawn, a declaration by thechairman that the resolution has been carried, or carried by a particular majority, or lost ornot carried by a particular majority is conclusive evidence of the fact without
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  proof of the number or proportion of the votes recorded in favour of or against the resolution. 59. **Procedure on a poll** (A) If a poll is properly demanded, it shall be taken in such manner as the chairmandirects. He may appoint scrutineers, who need not be members, and may fix a time and placefor declaring the result of the poll. The result of the poll is deemed to be the resolutionof the meeting at which the poll is demanded. (B) A poll demanded on the election of a chairman or on any question of adjournment shallbe taken at the meeting and without adjournment. A poll demanded on another question shall betaken at such time and place as the chairman decides, either at once or after an interval oradjournment (but not more than 30 clear days after the date of the demand). (C) No notice need be given of a poll not taken immediately if the time and place at whichit is to be taken are announced at the meeting at which it is demanded. In any other case atleast seven clear days’ notice shall be given specifying the time and place at which the pollis to be taken. (D) The demand for a poll may be withdrawn but only with the consent of the chairman. Ademand withdrawn in this way validates the result of a show of hands declared before thedemand is made. If a poll is demanded before the declaration of the result of a show of handsand the demand is duly withdrawn, the meeting shall continue as if the demand has not beenmade. (E) The demand for a poll (other than on the election of the chairman or on a question ofadjournment) does not prevent the meeting continuing for the transaction of business otherthan the question on which a poll has been demanded. (F) On a poll, votes may be given in person or by proxy and a member entitled to more thanone vote need not, if he votes, use all his votes or cast all the votes he uses in the sameway, whether present in person or by proxy. 60. **Votes of members** (A) Subject to special terms as to voting on which shares have been allotted or issued, ora suspension or abrogation of voting rights pursuant to the articles, at a general meetingevery member present in person has on a show of hands one vote and every member present inperson or by proxy has on a poll one vote for every share of which he is the holder. (B) 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 vote or votes of theother joint holder or holders, and seniority is determined by the order in which the names ofthe holders stand in the register.
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(C) A member in respect of whom an order has been made by a court or official havingjurisdiction (whether in the United Kingdom or elsewhere) that he is or may be suffering frommental disorder or is otherwise incapable of running his affairs may vote, whether on a showof hands or on a poll, by his guardian, receiver, curator bonis or other person authorised forthat purpose and appointed by the court. A guardian, receiver, curator bonis or otherauthorised and appointed person may, on a poll, vote by proxy if evidence (to the satisfactionof the board) of the authority of the person claiming to exercise the right to vote isreceived at the Transfer Office (or at another place specified inaccordance with the articles for the delivery or receipt of forms of appointment of a proxy)or in any other manner specified in the articles for the appointment of a proxy within thetime limits prescribed by the articles for the appointment of a proxy for use at themeeting, adjourned meeting or poll at which the right to vote is to be exercised. 61. **Casting vote**   In the case of an equality of votes the chairman has, on a show of hands and on a poll, acasting vote in addition to any vote to which he is entitled as a member. 62. **Restriction on voting rights for unpaid calls etc.**   Unless the board otherwise decides, no member is entitled in respect of a share held by himto be present or to vote, either in person or by proxy, at a general meeting or at aseparate meeting of the holders of class of shares or on a poll, or to exercise other rightsconferred by membership in relation to the meeting or poll, if a call or other amount dueand payable in respect of the share is unpaid. This restriction ceases on payment of theamount outstanding and all costs, charges and expenses incurred by the Company by reason ofthe non-payment. 63. **Voting by proxy** (A) Subject to paragraph (B) below, an instrument appointing a proxy shall be in writingin any usual form (or in another form approved by the board) executed under the hand of theappointor or his duly constituted attorney or, if the appointor is a company, under its sealor under the hand of its duly authorised officer or attorney or other person authorised tosign. (B) Subject to the Acts, the board may accept the appointment of a proxy received in anelectronic communication on such terms and subject to such conditions as it considers fit.The appointment of a proxy received in an electronic communication is not subject to therequirements of paragraph (A) above. The board may require the production of any evidence itconsiders necessary to determine the validity of such an appointment. (C) Unless the contrary is stated in it, the appointment of a proxy is deemed to conferauthority to demand or join in demanding a poll (but shall not confer any further right tospeak at the meeting except with the permission of the chairman) and to vote on a resolutionor amendment of a resolution put to, or other business which may properly come before, themeeting or meetings for which it is given, as the proxy thinks fit.
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(D) A proxy need not be a member. (E) A member may appoint more than one proxy to attend on the same occasion. When two ormore valid but differing appointments of proxy are delivered or received for the same sharefor use at the same meeting, the one which is last validly delivered or received (regardlessof its date or the date of its execution) shall be treated as replacing and revoking the otheror others as regards that share. If the Company is unable to determine which appointment waslast validly delivered or received, none of them shall be treated as valid in respect of thatshare. (F) Delivery or receipt of an appointment of proxy does not prevent a member attending andvoting in person at the meeting or an adjournment of the meeting or on a poll. (G) The appointment of a proxy is (unless the contrary is stated in it) valid for anadjournment of the meeting as well as for the meeting or meetings to which it relates. Theappointment of a proxy is valid for 12 months from the date of execution or, in the case of anappointment of proxy delivered in an electronic communication, for the duration specified bythe board. (H) Subject to the Acts and the requirements of the listing rules of the UKLA, the Companymay send a form of appointment of proxy to all or none of the persons entitled to receivenotice of and to vote at a meeting. If sent, the form shall provide for two-way voting on allresolutions set out in the notice of meeting. 64. **Appointment of proxy**   The form of appointment of a proxy, and (if required by the board) a power of attorney orother authority under which it is executed or a copy of it notarially certified or certifiedin some other way approved by the board, shall be: (i) in the case of an instrument in writing, delivered to the Transfer Office, oranother place in the United Kingdom specified in the notice convening the meeting or inthe form of appointment of proxy or other accompanying document sent by the Company inrelation to the meeting not less than 48 hours before the time for holding the meetingor adjourned meeting or the taking of a poll at which the person named in the form ofappointment of proxy proposes to vote;  (ii) in the case of an appointment of a proxy contained in an electroniccommunication, where an address has been specified for the purpose of receivingelectronic communications: (a) in the notice convening the meeting; or  (b) in any form of appointment of a proxy sent out by the Company inrelation to the meeting; or  (c) in any invitation contained in an electronic communication to appointa proxy issued by the Company in relation to the meeting,
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   received at such address not less than 48 hours before the time for holding themeeting at which the person named in the form of appointment of proxy proposes tovote;  (iii) in the case of a meeting adjourned for less than 28 days but more than 48hours or in the case of a poll taken more than 48 hours after it is demanded, deliveredor received as required by paragraphs (i) or (ii) not less than 24 hours before thetime appointed for the holding of the adjourned meeting or the taking of the poll; or  (iv) in the case of a meeting adjourned for not more than 48 hours or in the caseof a poll not taken immediately but taken not more than 48 hours after it was demanded,delivered at the adjourned meeting or at the meeting at which the poll was demanded tothe chairman or to the secretary or to a director.  An appointment of proxy not delivered or received in accordance with this article isinvalid. 65. **When votes by proxy valid although authority revoked**   A vote cast or poll demanded by a proxy or authorised representative of a company is validdespite termination of his authority unless a notice of termination is received by theCompany at the Transfer Office or, in the case of a proxy, any other place specified fordelivery or receipt of the form of appointment of proxy or, where the appointment of proxywas contained in an electronic communication, at the address at which the form ofappointment was received, not later than the last time at which an appointment of proxyshould have been delivered or received in order to be valid for use at the meeting oradjourned meeting at which the vote is cast or the poll demanded or (in the case of a polltaken otherwise than at or on the same day as the meeting or adjourned meeting) for use onthe holding of the poll at which the vote is cast. 66. **Corporate representatives**   A company which is a member may, by resolution of its directors or other governing body,whether or not expressed to be pursuant to any provision of the Acts, authorise one or morepersons to act as its representatives at a meeting or at a separate meeting of the holdersof a class of shares (a “**representative**”). Each representative is entitled to exercise onbehalf of the company (in respect of that part of the company’s holding of shares to whichthe authorisation relates) those powers that the company could exercise if it were anindividual member. The company is for the purposes of the articles deemed to be present inperson at a meeting if a representative is present. All references to attendance and votingin person shall be construed accordingly. A director, the secretary or other personauthorised for the purpose by the secretary may require a representative to produce acertified copy of the resolution of authorisation before permitting him to exercise hispowers.
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67. **Objections to and error in voting**   No objection may be made to the qualification of a voter or to the counting of, or failureto count, a vote, except at the meeting or adjourned meeting at which the vote objected tois tendered or at which the error occurs. An objection properly made shall be referred tothe chairman and only invalidates the result of the voting if, in the opinion of thechairman, it is of sufficient magnitude to affect the decision of the meeting. The decisionof the chairman is conclusive and binding on all concerned. 68. **Amendments to resolutions**   No amendment to a resolution duly proposed as a special or extraordinary resolution (otherthan an amendment to correct a patent error) may be considered or voted on. Noamendment to a resolution duly proposed as an ordinary resolution (other than an amendmentto correct a patent error) may be considered or voted on unless either: (i) at least 48 hours before the time appointed for holding the meeting oradjourned meeting at which the ordinary resolution is to be considered, notice of theterms of the amendment and intention to move it has been lodged at the office; or  (ii) the chairman in his absolute discretion decides that the amendment may beconsidered or voted on.  If an amendment proposed to a resolution under consideration is ruled out of order by thechairman the proceedings on the substantive resolution are not invalidated by an error inhis ruling. 69. **Class meetings**   A separate meeting for the holders of a class of shares shall be convened and conducted asnearly as possible in the same way as an extraordinary general meeting, except that: (i) only holders of shares of that class and directors are entitled to receivenotice of it and to attend;  (ii) no vote may be given except in respect of a share of that class;  (iii) the quorum at the meeting is two persons present in person holding orrepresenting by proxy at least one-third in nominal value of the issued shares of thatclass;  (iv) the quorum at an adjourned meeting is one person holding shares of that classpresent in person or by proxy; and  (v) a poll may be demanded in writing by a member present in person or by proxy andentitled to vote at the meeting and on a poll each member has one vote for every shareof that class of which he is the holder.70. **Failure to disclose interests in shares**
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(A) Having regard to the requirements of the listing rules of the UKLA, where notice isserved by the Company under section 212 of the Act (a “**section 212 notice**”) on a member, oranother person appearing to be interested in shares held by that member, and the member orother person has failed in relation to any shares (the “**default shares**”, which expressionincludes any shares allotted or issued after the date of the section 212notice in respect of those shares) to give the Company the information required within theprescribed period from the date of service of the section 212 notice, the followingsanctions apply, unless the board otherwise decides: (i) the member is not entitled in respect of the default shares to be present or tovote (either in person or by proxy) at a general meeting or at a separate meeting ofthe holders of a class of shares or on a poll; and  (ii) where the default shares represent at least 0.25 per cent. in nominal value ofthe issued shares of their class, the directors may in their absolute discretion bynotice (a “**direction notice**”) to such member direct that : (a) a dividend (or any part of a dividend) or other amount payable inrespect of the default shares shall be withheld by the Company, which has noobligation to pay interest on it, and the member is not entitled to elect,pursuant to article 136, to receive shares instead of a dividend but anydividend or other money withheld shall be paid immediately following receiptby the Company of the information requested by the section 212 notice; and  (b) no transfer of any certificated default shares shall be registeredunless: (i)       the member is not himself in default in supplying theinformation required; and  (ii)       the transfer is of part only of the member’s holding and themember proves to the satisfaction of the board that no person in defaultin supplying the information required is interested in any of the sharesthe subject of the transfer.(B) For the purpose of enforcing the sanction in paragraph (A)(ii)(b), the board may givenotice to the member requiring the member to change default shares held in uncertificated formto certificated form by the time stated in the notice. The notice may also state that themember may not change any default shares held in certificated form to uncertificated form. Ifthe member does not comply with the notice, the board may require the Operator to convertdefault shares held in uncertificated form into certificated form in the name and on behalf ofthe member in accordance with the Uncertificated Securities Regulations. (C) Save as herein provided, any direction notice shall have effect in accordance with itsterms for so long as the default in respect of which it was issued continues and the sanctionsunder paragraph (A) cease to apply seven days after the earlier of:
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 (i) receipt by the Company of notice of an excepted transfer or a transfer made inaccordance with paragraph (A)(ii)(b), but only in relation to the shares transferred;and  (ii) receipt by the Company, in a form satisfactory to the board, of all theinformation required by the section 212 notice.(D) Where, on the basis of information obtained from a member in respect of a share heldby him, the Company issues a section 212 notice to another person, it shall at the same timesend a copy of the section 212 notice to the member, but the accidental omission to do so, orthe non-receipt by the member of the copy, does not invalidate or otherwise affect theapplication of paragraphs (A) or (B). (E) Where the member on whom the section 212 notice is served is the Custodian Bankacting in its capacity as such or the ADR Depositary acting in its capacity as such:- (i) the obligations of the Custodian Bank or the ADR Depositary, as the case maybe, as a member pursuant to this article 70 shall be limited to disclosing to theCompany such information relating to the shares in question as has in each such casebeen recorded:- (a) in the case of the Custodian Bank, in the register maintained by theCustodian; or  (b) in the case of the ADR Depositary, pursuant to the terms of anyagreement entered into between the ADR Depositary and the Company; and (ii) the sanctions under article 70 and the directions contained in any directionnotice served under article 70 shall not be effective unless and until the CustodianBank and the ADR Depositary or (if the ADR Depositary is the member) the ADR Depositaryonly have been served with a notice specifying the person(s) (other than the CustodianBank and the ADR Depositary) having an interest in a specified number of the shares inquestion comprising the default shares;  provided that nothing in this paragraph (E) shall in any other way restrict the powers ofthe board under this article 70. (F) For the purposes of this article 70: (i) a person, other than the member holding a share, is treated as appearing to beinterested in that share if the member has informed the Company that the person is ormay be interested, or if the Company (after taking account of information obtained fromthe member or, pursuant to a section 212 notice, from anyone else) knows or hasreasonable cause to believe that the person is or may be so interested;  (ii) “**interested**” is construed as it is for the purpose of section 212 of the Act;
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 (iii) reference to a person having failed to give the Company the informationrequired by a section 212 notice, or being in default in supplying such information,includes (a) reference to his having failed or refused to give all or any part of it,and (b) reference to his having given information which he knows to be false in amaterial particular or having recklessly given information which is false in a materialparticular;  (iv) the “**prescribed period**” is 28 days from the date of service of the section 212notice except that if the shares in respect of which the said notice is given representat least 0.25 per cent. of the issued shares of that class at the time of the giving ofthe relevant section 212 notice, the prescribed period is 14 days from such date;  (v) an “**excepted transfer**” means, in relation to shares held by a member: (a) a transfer pursuant to acceptance of a takeover offer for the Company(within the meaning of section 428(1) of the Act); or  (b) a transfer in consequence of a sale made through a recognisedinvestment exchange (as defined in the Financial Services and Markets Act2000) or another stock exchange outside the United Kingdom on which shares inthe capital of the Company are normally traded; or  (c) a transfer which is shown to the satisfaction of the board to be madein consequence of a sale of the whole of the beneficial interest in the sharesto a person who is unconnected with the member and with any other personappearing to be interested in the shares. (vi) where any person has an interest in shares in the Company evidenced by anAmerican Depositary Receipt he shall be deemed for the purposes of this article to havean interest in the number of shares in the Company in respect of which rights areevidenced by such Receipt and not (in the absence of any other reason why he should beso treated) in the remainder of the shares in the Company held by the ADR Depositary;and  (vii) where any person has an interest in shares in the Company which are for thetime being deposited in CREST he shall be deemed to be interested in the number ofshares in the Company for which such a clearing house or nominee is or may becomeliable to account to him and any interest which (by virtue of his being a tenant incommon in relation to interests in shares in the Company he would otherwise be treatedfor the purposes of this article as having in a larger number of shares in the Companyshall (in the absence of any other reason why he should be so treated) be disregarded.For the purposes of this paragraph (F)(viii), a nominee of the London Stock Exchangeshall be deemed to hold interests in shares in the Company if those shares are for thetime being deposited in CREST.
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(G) Where such a person as is described in paragraph (F) (vi-viii) is in default of asection 212 notice served pursuant to article 70 or of a direction notice served pursuant toparagraph (A)(ii), the ADR Depositary, the Custodian Bank or the London Stock Exchange’snominee (as the case may be) shall only cease to be entitled to vote or to exercise otherrights conferred by membership or shall only be subject to the directions contained in suchdirection notice (as the case may be) in respect of such number of shares in which that personis determined, in accordance with paragraph (F) (vi-viii), to have an interest. (H) The provisions of this article are in addition and without prejudice to the provisionsof the Acts.APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS71. **Number of directors**   Unless and until otherwise decided by the Company by ordinary resolution, the number ofdirectors must not be less than two and must not be more than 16. 72. **Power of the Company to appoint directors**   Subject to the articles, the Company may by ordinary resolution appoint a person who iswilling to act to be a director, either to fill a vacancy or as an addition to the board,but the total number of directors may not exceed any maximum number fixed in accordance withthe articles. 73. **Power of the board to appoint directors**   Without prejudice to the power of the Company to appoint a person to be a director pursuantto the articles, the board may appoint a person who is willing to act as a director, eitherto fill a vacancy or as an addition to the board, but the total number of directors may notexceed any maximum number fixed in accordance with the articles. A director appointed inthis way may hold office only until the dissolution of the next annual general meeting afterhis appointment unless he is reappointed during that meeting. He is not required, and isnot taken into account in determining the number of directors who are, to retire by rotationat the meeting. 74. **Appointment of executive directors**   Subject to the Acts, the board may appoint one or more of its body to hold employment orexecutive office with the Company for such term and on such other terms and conditions as(subject to the Acts) the board thinks fit. The board may revoke or terminate anappointment, without prejudice to a claim for damages for breach of the contract of servicebetween the director and the Company or otherwise. 75. **Eligibility of new directors** (A) No person other than a director retiring (by rotation or otherwise) may be appointedor reappointed a director at a general meeting unless:
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 (i) he is recommended by the board; or  (ii) not less than seven nor more than 42 days before the date fixed for themeeting, notice has been given to the Company by a member (other than the person to beproposed) qualified to vote at the meeting of the intention to propose that person forappointment or reappointment. The notice shall (a) state the particulars which would,if the proposed director were appointed or reappointed, be required to be included inthe Company’s register of directors, (b) be accompanied by notice given by the proposeddirector of his willingness to be appointed or reappointed, and (c) be lodged at theTransfer Office.(B) A director need not be a member. 76. **Voting on resolution for appointment**   A resolution for the appointment of two or more persons as directors by a single resolutionis void unless an ordinary resolution that the resolution for appointment is proposed inthis way has first been agreed to by the meeting without a vote being given against it. 77. **Retirement by rotation** (A) Subject to paragraph (B) below, at each annual general meeting one-third of thedirectors who are subject to retirement by rotation or, if their number is not three or amultiple of three, the number nearest to but not greater than one-third, shall retire fromoffice provided that if there are fewer than three directors who are subject to retirement byrotation, one shall retire from office. (B) If any one or more directors were last appointed or reappointed three years or moreprior to the meeting or were last appointed or reappointed at the third immediately precedingannual general meeting, he or they shall retire from office and shall be counted in obtainingthe number required to retire at the meeting, provided that the number of directors requiredto retire under paragraph (A) above shall be increased to the extent necessary to comply withthis paragraph.
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78. **Directors subject to retirement**   Subject to the Acts and the articles, the directors to retire by rotation at an annualgeneral meeting include, so far as necessary to obtain the number required, first, adirector who wishes to retire and not offer himself for reappointment, and, second, thosedirectors who have been longest in office since their last appointment or reappointment. Asbetween two or more who have been in office an equal length of time, the director to retireshall, in default of agreement between them, be determined by lot. The directors to retireon each occasion (both as to number and identity) shall be determined on the basis of thecomposition of the board at the start of business on the date of the notice convening theannual general meeting, disregarding a change in the number or identity of the directorsafter that time but before the close of the meeting. 79. **Position of retiring director**   A director who retires at an annual general meeting (whether by rotation or otherwise) may,if willing to act, be reappointed. If he is not reappointed or deemed reappointed, he mayretain office until the meeting appoints someone in his place or, if it does not do so,until the end of the meeting. 80. **Deemed reappointment**   At a general meeting at which a director retires by rotation the Company may fill thevacancy and, if it does not do so, the retiring director is, if willing, deemed reappointedunless it is expressly resolved not to fill the vacancy or a resolution for thereappointmentof the director is put to the meeting and lost or where the resolution is in contraventionof articles 76 and 81. 81. **Retirement on account of age**   Any provision of the Acts which, subject to the provisions of these articles, would have theeffect of rendering any person ineligible for appointment as a director or liable to vacateoffice as a director on account of his having reached any specified age or of requiringspecial notice or any other special formality in connection with the appointment of anydirector over a specified age, shall apply to the Company. 82. **Removal by ordinary resolution**   In addition to any power of removal conferred by the Acts, the Company may by ordinaryresolution remove a director before the expiry of his period of office (without prejudice toa claim for damages for breach of contract or otherwise) and may (subject to the articles)by ordinary resolution appoint another person who is willing to act to be a director in hisplace. A person appointed in this way is treated, for the purposes of determining the timeat which he or another director is to retire, as if he had become a director on the date onwhich the person in whose place he is appointed was last appointed or reappointed adirector.
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83. **Vacation of office by director** (A) Without prejudice to the provisions for retirement (by rotation or otherwise)contained in the articles, the office of a director is vacated if: (i) he resigns by notice delivered to the secretary at the office or tendered at aboard meeting;  (ii) where he has been appointed for a fixed term, the term expires;  (iii) he ceases to be a director by virtue of a provision of the Acts, is removedfrom office pursuant to the articles or becomes prohibited by law from being adirector;  (iv) he becomes bankrupt or compounds with his creditors generally;  (v) he is or has been suffering from mental ill health or becomes a patient for thepurpose of any statute relating to mental health and the board resolves that his officebe vacated;  (vi) both he and his alternate director appointed pursuant to the provisions of thearticles (if any) are absent, without the permission of the board, from board meetingsfor six consecutive months and the board resolves that his office be vacated; or  (vii) he is removed from office by notice addressed to him at his last-knownaddress and signed by all his co-directors (without prejudice to a claim for damagesfor breach of contract or otherwise).(B) A resolution of the board declaring a director to have vacated office under the termsof this article is conclusive as to the fact and grounds of vacation stated in the resolution. (C) If the office of a director is vacated for any reason, he shall cease to be a memberof any committee of the board.ALTERNATE DIRECTORS84. **Appointment** (A) A director (other than an alternate director) may by notice delivered to the secretaryat the office or tabled at a meeting of the board, or in any other manner approved by theboard, appoint as his alternate director: (i) another director, or  (ii) another person approved by the board and willing to act.  No appointment of an alternate director who is not already a director is effective until hisconsent to act as a director in the form prescribed by the Acts has been received at theoffice or tabled at a meeting of the board.
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(B) An alternate director need not be a member and is not counted in reckoning the numberof directors for the purpose of article 71. 85. **Revocation of appointment**   A director may by notice delivered to the secretary at the office or tabled at a meeting ofthe board revoke the appointment of his alternate director and, subject to the provisions ofarticle 84, appoint another person in his place. If a director ceases to hold the office ofdirector or if he dies, the appointment of his alternate director automatically ceases. Ifa director retires but is reappointed or deemed reappointed at the meeting at which hisretirement takes effect, a valid appointment of an alternate director which was in forceimmediately before his retirement continues to operate after his reappointment as if he hasnot retired. The appointment of an alternate director ceases on the happening of an eventwhich, if he were a director otherwise appointed, would cause him to vacate office. 86. **Participation in board meetings**   An alternate director is (except when absent from the United Kingdom) entitled to receivenotice of all meetings of the board and all committees of the board of which his appointoris a member and, in the absence from those meetings of his appointor, to attend and vote atthe meetings and to exercise all the powers, rights, duties and authorities of hisappointor. A director acting as alternate director has a separate vote at meetings of theboard and committees of the board for each director for whom he acts as alternate directorbut he counts as only one for the purpose of determining whether a quorum is present. If hisappointor is for the time being absent from the United Kingdom or temporarily unable to actthrough ill health or disability his signature to any resolution in writing of the directorsshall be as effective as the signature of his appointor. To such extent as the directorsmay from time to time determine in relation to any committees of the directors the foregoingprovisions of this paragraph shall also apply *mutatis mutandis*to any meeting of any such committee of which his appointor is a member. An alternatedirector shall not (save as aforesaid) have power to act as a director nor shall he bedeemed to be a director for the purposes of these articles. 87. **Responsibility**   A person acting as an alternate director is an officer of the Company, is alone responsibleto the Company for his acts and defaults, and is not deemed to be the agent of hisappointor.REMUNERATION, EXPENSES AND PENSIONS88. **Directors’ fees** (A) Unless otherwise decided by the Company by ordinary resolution, the Company shall payto the directors (but not alternate directors) for their services as directors such fees asthe board may decide (not exceeding £250,000 per annum in aggregate or such larger
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  amount as the Company may by ordinary resolution decide), subject to articles 89 and 93. The aggregatefees shall be divided among the directors in such proportions as the board decides or, if nodecision is made, equally, except that any director who shall hold office for part only of theperiod in respect of which such remuneration is payable shall be entitled only to rank in suchdivision for a proportion of remuneration related to the period during which he has heldoffice. A fee payable to a director pursuant to this article is distinct from any salary,remuneration or other amount payable to him pursuant to other provisions of the articles andaccrues from day to day. (B) Subject to the Acts and to the articles and the requirements of the listing rules ofthe UKLA, the board may arrange for part of a fee payable to a director under this article tobe provided in the form of fully-paid shares in the capital of the Company. The amount of thefee payable in this way shall be at the discretion of the board and shall be applied in thepurchase or subscription of shares on behalf of the relevant director. In the case of asubscription of shares, the subscription price shall be deemed to be the closing middle-marketquotation for a fully-paid share of the Company of that class as published in the DailyOfficial List of the London Stock Exchange (or such other quotation derived from such othersource as the board may deem appropriate) on the day of subscription. 89. **Additional remuneration**   A director who, at the request of the board, goes or resides abroad, makes a specialjourney, performs a special service on behalf of the Company or who serves on any committeeof the board may be paid such reasonable additional remuneration (whether by way of salary,percentage of profits or otherwise) and expenses as the board may decide. 90. **Expenses**   A director is entitled to be repaid all reasonable travelling, hotel and other expensesproperly incurred by him in the performance of his duties as director including, withoutlimitation, expenses incurred in attending meetings of the board or of committees of theboard or general meetings or separate meetings of the holders of a class of shares ordebentures. 91. **Remuneration and expenses of alternate directors**   An alternate director shall be entitled to contract and be interested in and benefit fromcontracts or arrangements or transactions and to be repaid expenses and to beindemnified to the same extent *mutatis mutandis*as if he were a director but he shall not beentitled to receive from the Company in respect of his appointment as alternate director anyremuneration except only such part (if any) of the remuneration otherwise payable to hisappointor as such appointor may by notice in writing to the Company from time to timedirect. The Company shall, however, repay to an alternate director expenses incurred by himin the performance of his duties if the Company would have been required to repay theexpenses to him under article 90 had he been a director.
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92. **Directors’ pensions and other benefits** (A) The board may exercise all the powers of the Company to provide pensions or otherretirement or superannuation benefits and to provide death or disability benefits or otherallowances or gratuities (by insurance or otherwise) for a person who is or has at any timebeen a director of: (i) the Company;  (ii) a company which is or was a subsidiary undertaking of the Company;  (iii) a company which is or was allied to or associated with the Company or asubsidiary undertaking of the Company; or  (iv) a predecessor in business of the Company or of a subsidiary undertaking of theCompany,  (or, in each case, for any member of his family, including a spouse or former spouse, or aperson who is or was dependent on him). For this purpose the board may establish, maintain,subscribe and contribute to any scheme, trust or fund and pay premiums. The board mayarrange for this to be done by the Company alone or in conjunction with another person. (B) A director or former director is entitled to receive and retain for his own benefit apension or other benefit provided under paragraph (A) and is not obliged to account for it tothe Company. 93. **Remuneration of executive director, non-executive chairman and deputy chairman**   The salary or other remuneration of an executive director appointed to hold employment orexecutive office in accordance with the articles or a non-executive director appointed tohold office as either chairman or deputy chairman may be a fixed sum of money, or wholly orin part governed by business done or profits made, or as otherwise decided by the board, andmay be in addition to or instead of a fee payable to him for his services as directorpursuant to the articles.POWERS AND DUTIES OF THE BOARD94. **Powers of the board**   Subject to the Acts, the memorandum of association of the Company and the articles and todirections given by special resolution of the Company, the business of the Company ismanaged by the board which may exercise all the powers of the Company whetherrelating to the management of the business or not. No alteration of the memorandum ofassociation or of the articles and no direction given by the Company invalidate a prior actof the board which would have been valid if the alteration had not been made or thedirection had not been given. The provisions of the articles giving specific powers to theboard do not limit the general powers given by this article.
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95. **Powers of directors being less than minimum required number**   If the number of directors is less than the minimum prescribed by the articles or decided bythe Company by ordinary resolution, the remaining director or directors may act only for thepurposes of appointing an additional director or directors to make up that minimum orconvening a general meeting of the Company for the purpose of making such appointment. Ifno director or directors is or are able or willing to act, two members may convene a generalmeeting for the purpose of appointing directors. An additional director appointed in thisway holds office (subject to the articles) only until the dissolution of the next annualgeneral meeting after his appointment unless he is reappointed during the meeting. 96. **Powers of executive directors** (A) The board may delegate to a director holding executive office any of itspowers, authorities and discretions for such time and on such terms and conditions asit thinks fit. In particular, without limitation, the board may grant the power tosub-delegate (including to persons who are not directors), and may retain or excludethe right of the board to exercise the delegated powers, authorities or discretionscollaterally with the director. The board may at any time revoke the delegation oralter its terms and conditions.  (B) Where the power to sub-delegate is exercised the board must be notified inwriting.97. **Delegation to committees** (A) The board may delegate any of its powers, authorities and discretions (withpower to sub-delegate) to a committee consisting of one or more members of their bodyand (if thought fit) one or more other persons as it thinks fit. A committee mayexercise its power to sub-delegate by sub-delegating to any person or persons (whetheror not a member or members of the board or of the committee). The board may retain orexclude its right to exercise the delegated powers, authorities or discretionscollaterally with the committee. The board may at any time revoke the delegation oralter any terms and conditions or discharge the committee in whole or in part. Where aprovision of the articles refers to the exercise of a power, authority or discretion bythe board (including,without limitation, the power to pay fees, remuneration, additional remuneration,expenses and pensions and other benefits pursuant to articles 74 or 88 to 93) andthat power, authority or discretion has been delegated by the board to a committee,the provision shall be construed as permitting the exercise of the power, authorityor discretion by the committee.  (B) Any committee formed under paragraph (A) shall in the exercise of the powersso delegated conform to any regulations which may from time to time be imposed by thedirectors. Any such regulations may provide for or authorise the co-opting to thecommittee of persons other than directors and
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   for such co-opted non-director members tohave voting rights as members of the committee but so that (a) the number of co-optednon-director members shall be less than one-half of the total number of members of thecommittee and (b) no resolution of the committee shall be effective unless a majorityof the members of the committee present throughout the meeting are directors.  (C) Where the power to sub-delegate is exercised the board must be notified inwriting.98. **Local Boards and Agencies**   The directors may establish any local boards or agencies for managing any of the affairs ofthe Company, either in the United Kingdom or elsewhere, and may appoint any persons to bemembers of such local boards, or any managers or agents, and may fix their remuneration, andmay delegate to any local board, manager or agent any of the powers, authorities anddiscretions vested in the directors, with power to sub-delegate, and may authorise themembers of any local boards, or any of them, to fill any vacancies therein, and to actnotwithstanding vacancies, and any such appointment or delegation may be made upon suchterms and subject to such conditions as the directors may think fit, and the directors mayremove any person so appointed, and may annul or vary any such delegation, but no persondealing in good faith and without notice of any such annulment or variation shall beaffected thereby. 99. **Agents**   The board may by power of attorney or otherwise appoint a person to be the agent of theCompany and may delegate to that person any of its powers, authorities and discretions forsuch purposes, for such time and on such terms and conditions (including as to remuneration)as it thinks fit. In particular, without limitation, the board may grant the power tosub-delegate and may retain or exclude the right of the board to exercise the delegatedpowers, authorities or discretions collaterally with the agent. The board may at any timerevoke or alter the terms and conditions of the appointment or delegation. 100. **Associate directors**   The board may appoint a person (not being a director) to an office or employment having adesignation or title including the word “director” or attach to an existing office oremployment that designation or title and may terminate the appointment or use of thatdesignation or title. The inclusion of the word “director” in the designation or title ofan office or employment does not imply that the person is, or is deemed to be, or is empoweredto act as, a director for any of the purposes of the Acts or the articles. 101. **Exercise of voting powers**   Subject to article 105, the board may exercise or cause to be exercised the voting powersconferred by shares in the capital of another company held or owned by the Company, ora power of appointment to be exercised by the Company, in any manner it
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  thinks fit (including the exercise of the voting power or power of appointment in favour of theappointment of a director as an officer or employee of that company or in favour of thepayment of remuneration to the officers or employees of that company). 102. **Provision for employees**   The board may exercise the powers conferred on the Company by the Acts to make provision forthe benefit of a person employed or formerly employed by the Company or any of itssubsidiary undertakings (or any member of his family, including a spouse or former spouse,or any person who is or was dependent on him) in connection with the cessation or thetransfer to a person of the whole or part of the undertaking of the Company or thesubsidiary undertaking. 103. **Registers**   Subject to the Acts and the Uncertificated Securities Regulations, the board may exercisethe powers conferred on the Company with regard to the keeping of an overseas, local orother register and may make and vary regulations as it thinks fit concerning the keeping ofa register. 104. **Execution of cheques and promissory notes**   All cheques, promissory notes, drafts, bills of exchange and other negotiable ortransferable instruments, and all receipts for moneys paid to the Company, shall be signed,drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as thedirectors shall from time to time by resolution determine. 105. **Borrowing powers** (A) Subject as hereinafter provided and to the provisions of the Acts, the directors mayexercise all the powers of the Company to borrow money, and to mortgage or charge itsundertaking, property and uncalled capital, and to issue debentures and other securities,whether outright or as collateral security for any debt, liability or obligation of theCompany or of any third party. (B) The directors shall restrict the borrowings of the Company and exercise all voting andother rights, powers of control or rights of influence exercisable by the Company in relationto its subsidiary undertakings (if any) so as to secure (so far, as regards subsidiaryundertakings, as by such exercise they can secure) that the aggregate amount for the timebeing remaining outstanding of all borrowed moneys of the Group (which expression in thisarticle means and includes the Company and its subsidiary undertakings) and for the time beingowing to persons outside the Group shall notwithout the previous sanction of an ordinary resolution of the Company at any time exceed anamount equal to 21/2 times the Adjusted Capital and Reserves. (C) For the purpose of the foregoing limit the following provisions shall apply:- (i) there shall be deemed, subject as hereinafter provided, to have been borrowedand to be outstanding as borrowed moneys of the relevant member of the
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   Group (to the extent that the same would not otherwise fall to be taken into account):- (a) the principal amount of all debentures issued by any member of theGroup, whether for cash or otherwise, which are not for the time beingbeneficially owned by a member of the Group;  (b) the outstanding amount of acceptances (not being acceptances inrespect of the purchase or sale of goods in the ordinary course of trading andoutstanding for six months or less) by any member of the Group or by any bankor accepting house under any acceptance credit opened on behalf of and infavour of any member of the Group;  (c) the nominal amount of any issued and paid up share capital (otherthan equity share capital) of any subsidiary undertaking of the Company notfor the time being beneficially owned by any member of the Group;  (d) the nominal amount of any other issued and paid up share capital andthe principal amount of any other debentures or other borrowed moneys (notbeing shares or debentures which or borrowed moneys the indebtedness inrespect of which is for the time being beneficially owned by any member of theGroup) the redemption or repayment whereof is guaranteed or wholly or (to theextent the same is partly secured) partly secured by any member of the Group;  (e) any fixed or minimum premium payable on final redemption or repaymentof any debentures, share capital or other borrowed moneys falling to be takeninto account provided that, where the items concerned are bonds, notes,debentures, loan stocks and/or other debt securities issued at a discount,only the issue price, together with any applicable discount recognised at thetime of calculation and required by accountancy principles or practicesgenerally accepted for the time being in the United Kingdom to be reflected inthe latest consolidated balance sheet of the Group shall be treated asborrowed moneys;  (f) any fixed amount payable in respect of any Finance Lease or HirePurchase Agreement (as those expressions are hereinafter defined) which wouldbe shown at the material time as an obligation in a balance sheet prepared inaccordance with the accounting principles used in preparation of the latestavailable audited consolidated balance sheet of the Group; for this purpose“**Finance Lease**” means a contract between a lessor and the Company or one ofits subsidiary undertakings as lessee or sub-lessee where substantially allthe risks and rewards of the ownership of the assetleased or sub-leased are to be borne by the lessee or sub-lessee and “**HirePurchase Agreement**” means a contract of hire between a hire purchase lenderand the Company or one of its subsidiary undertakings as hirer;
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 (ii) moneys borrowed by any member of the Group for the purpose of repaying orredeeming (with or without premium) in whole or in part any other borrowed moneysfalling to be taken into account and intended to be applied for such purpose within sixmonths after the borrowing thereof shall not during such period, except to the extentso applied, themselves be taken into account;  (iii) any amounts borrowed by any member of the Group from bankers or others forthe purpose of financing any contract up to an amount not exceeding that part of theprice receivable under such contract which is guaranteed or insured by the ExportCredits Guarantee Department or other institution or body carrying on a similarbusiness shall be deemed not to be borrowed moneys;  (iv) borrowed moneys of a partly-owned subsidiary undertaking and not owing toanother member of the Group shall be taken into account subject to the exclusion of aproportion thereof equal to the minority proportion and borrowed moneys owing to apartly-owned subsidiary undertaking by another member of the Group shall be taken intoaccount to the extent of a proportion thereof equal to the minority proportion; for thepurposes aforesaid “minority proportion” shall mean the proportion of the issued equityshare capital of such partly-owned subsidiary undertaking which is not attributable tothe Company;  (v) when the aggregate amount of borrowed moneys at any material time is beingascertained:- (a) any such moneys borrowed by any member of the Group denominated orrepayable in a currency other than sterling shall be translated for thepurposes of calculating the sterling equivalent:- (i) with the exception of Excepted Foreign Currency Borrowings (ashereinafter defined), at the rate of exchange used for the purposes ofthe latest available audited consolidated balance sheet of the Group or,if any relevant currency was not thereby involved, by reference to therate of exchange or approximate rate of exchange therefor ruling at thedate of such latest audited consolidated balance sheet and determined onsuch basis as the Auditors may determine or approve but if the amount insterling resulting on conversion at the relevant rate would be greaterthan that resulting from conversion at the rate prevailing in London atthe close of business on the business day immediately preceding the dayon which the calculation falls to be made, the latter rate shall applyinstead;  (ii) in the case of any Excepted Foreign Currency Borrowings, at therate of exchange which would be applicable to such borrowed moneys ontheir repayment to the extent that such rate ofexchange is fixed under any Exchange Cover Scheme (as
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   hereinafterdefined) in connection with such borrowed moneys, provided thatwhere it is not possible to determine the rate of exchangeapplicable at the time of repayment of any suchborrowed moneys, they shall be translated into sterling under theterms of the applicable Exchange Cover Scheme on such basis as maybe agreed with, or determined by, the Auditors or, if this is agreedby the Auditors not to be practicable, in accordance with theprovisions of paragraph (i) above; (b) for the purpose of this paragraph (C)(v): (i) “**Excepted Foreign Currency Borrowings**” means borrowed moneysdenominated or repayable in a currency other than sterling which has thebenefit of an Exchange Cover Scheme and “**Exchange Cover Scheme**” meansany exchange cover scheme, forward currency contract, currency option,back-to-back loan, swap or other arrangement taken out or entered intoto reduce the risks associated with fluctuations in exchange rates; and  (ii) where under the terms of any borrowing the amount of moneywhich would be required to discharge the principal amount of borrowedmoneys in full if it fell to be repaid (whether at the option of thecompany borrowing the same or by reason of default) at such materialtime is less than the amount which would otherwise be taken into accountin respect of such moneys borrowed for the purposes of this article, theamount of such borrowed moneys to be taken into account shall be suchlesser amount; (c) the following shall (whether or not they would otherwise fall to betreated as borrowed moneys) be deemed not to be borrowed moneys of any memberof the Group:- (i) sums which would otherwise fall to be treated as borrowed moneysby any member of the Group which were treated, with the concurrence ofthe Auditors and in accordance with any current Statement of StandardAccounting Practice or other accountancy principle or practice generallyaccepted for the time being in the United Kingdom, in the latest auditedconsolidated balance sheet of the Group as otherwise than borrowedmoneys;  (ii) sums which would otherwise be borrowed moneys of any member ofthe Group at the time of, and for a period of six months after, suchcompany becoming a subsidiary undertaking of the Company and sums whichwould otherwise be borrowed moneys of any member of the Group remainingsecured on any
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   asset acquired by any member of the Group at the time ofsuch acquisition and for a period of six months thereafter;  (iii) sums retained by any member of the Group (or its agent ornominee) under the terms of any contract or other arrangement relatingto the construction of capital projects where such is retained for thepurposes of securing satisfactory completion andentry into service of the project for so long as, and to the extentthat, any member of the Group is entitled to retain such sum underthe relevant contract or arrangement;  (iv) sums advanced or paid to any member of the Group (or its agentor nominee) by customers of any member of the Group as prepayments,progress payments, payments on account or payments by way of deposit orsecurity in respect of goods or services;  (v) commitments of any member of the Group under operating leases,other leases (except any lease which constitutes a Finance Lease) andunder Hire Purchase Agreements which would not be shown at the materialtime as an obligation in a balance sheet prepared in accordance with theaccounting principles used in preparation of the latest availableaudited consolidated balance sheet of the Group;  (vi) any guarantees or indemnities given by any member of the Groupin relation to any of the sums deemed not to be borrowed moneys underthis paragraph (C)(v)(c);  (vii) sums advanced or paid to any member of the Group as a feepayment under any contract for differences relating to the arrangementsestablished for the trading of electricity;  (viii) any sums owing by any member of the Group pursuant to anypooling and settlement arrangements established for the trading ofelectricity, to the extent that such sums are exceeded by the sums owingto any member of the Group pursuant to those arrangements;  (ix) the amount of any property clawback debentures required to beissued by the Company pursuant to section 71 of the Electricity Act1989;  (x) sums advanced to any member of the Group to the extent of theamount of any deposits maintained by any member of the Group for thetime being with the relevant bank or financial institution and overwhich that bank or financial institution has rights of set off inrespect of the sums advanced;
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 (d) for the avoidance of doubt; no amount shall be taken into accountmore than once in any calculation of borrowed moneys; and  (e) there shall be credited against the amount of any borrowed moneys anyamounts beneficially owned by any member of the Group which are deposited withany bank or other person (whether on current account or otherwise) not being amember of the Group and which are repayable to a member of the Group on demandor within twelve months of any demand,subject, in the case of money deposited by a partly-owned subsidiaryundertaking, to the exclusion of a proportion thereof equal to the minorityproportion (as defined in paragraph (C)(iv) above).(D) In this article the expression “**Adjusted Capital and Reserves**” means at any materialtime a sum equal to the aggregate of:- (i) the amount paid up on the issued share capital of the Company and on such ofthe share capital of the Company as is allotted but not issued; and  (ii) the amount standing to the credit of the consolidated capital and revenuereserves of the Group (including any statutory reserve created pursuant to theElectricity Act 1989, any share premium account, capital redemption reserve andrevaluation reserve and including any amount standing to the credit of any reserve inrelation to which the Company may have undertaken to the High Court not to treat asrealised profits of the Company and to treat as an undistributable reserve of theCompany for the purposes of section 264 of the Act) after adding thereto or deductingtherefrom any balance to the credit or debit of profit and loss account;  all based on the then latest available audited consolidated balance sheet of the Group butafter:- (a) deducting sums equivalent to the book values of goodwill and any otherintangible assets shown in such consolidation;  (b) making such adjustments as may be appropriate in respect of any variation inthe amount of such paid up share capital or any such reserves subsequent to therelevant balance sheet date and so that for this purpose if any issue or proposed issueof shares by the Company for cash has been underwritten then such shares shall bedeemed to have been issued and the amount (including any premium) of the subscriptionmoneys payable in respect thereof (not being moneys payable later than six months afterthe date of allotment) shall to the extent so underwritten be deemed to have been paidup on the date when the issue of such shares was underwritten (or, if such underwritingwas conditional, on the date when it became unconditional);  (c) making such adjustments as may be appropriate in respect of any distributiondeclared, recommended or made by the Company or its subsidiary undertakings (other thanattributable directly or indirectly to the Company) out
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   of profits earned up to andincluding the date of the latest audited balance sheet of the Company or subsidiaryundertakings (as the case may be) to the extent that such distribution is not providedfor in such balance sheet;  (d) making such adjustments as may be appropriate in respect of any variation inthe interests of the Company in its subsidiary undertakings since the date of thelatest audited balance sheet of the Company;  (e) if the calculation is required for the purposes of or in connection with atransaction under or in connection with which any company is to become orcease to be a subsidiary undertaking, making all such adjustments as would beappropriate if such transaction had been carried into effect; and  (f) excluding minority interest in subsidiary undertakings.(E) The determination of the auditors as to the amount of the Adjusted Capital andReserves or as to the amount of borrowed moneys or to the effect that the limit imposed bythis article has not been or will not be exceeded at any particular time or times shall beconclusive and binding on all concerned and for the purposes of their computation the auditorsmay at their discretion make such further or other adjustments (if any) as they think fit.The directors may nevertheless act in reliance on a bona fide estimate of the amount of theAdjusted Capital and Reserves or borrowed moneys at any time and if in consequence the limithereinbefore contained is inadvertently exceeded, or is exceeded as a result of fluctuationsin exchange rates relating to borrowed moneys of the Group denominated or payable in acurrency other than sterling, an amount of borrowed moneys equal to the excess may bedisregarded until the expiration of three months after the date on which by reason of adetermination of the auditors or otherwise the directors became aware that such a situationhas or may have arisen. (F) If as a result of any change in legislation relating to or affecting taxation matters,any fixed amount payable by any member of the Group in respect of any Finance Lease shallincrease and if in consequence the limit hereinbefore contained is exceeded, an amount ofborrowed moneys equal to the excess may be disregarded until the expiration of six monthsafter the date on which the directors became aware that such situation has arisen. (G) No person dealing with any member of the Group shall be concerned to see or enquirewhether the said limit is observed and no debt incurred or security given in excess of suchlimit 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 limithad been or would thereby be exceeded. (H) In this article, references to the latest available audited consolidated balance sheetof the Group are to be taken as references to the latest available audited consolidatedbalance sheet of the Group prepared for the purposes of the Act in accordance with thehistorical cost convention.
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106. **Register of charges**   The Company shall keep a register of charges in accordance with the Acts and the fee to bepaid by a person other than a creditor or member for each inspection of the register ofcharges is the maximum sum prescribed by the Acts or, failing which, decided by the board. 107. **Directors’ interests** (A) Subject to the Acts and provided he has disclosed to the board the nature and extentof any material interest of his, a director, notwithstanding his office: (i) may enter into or otherwise be interested in a contract, arrangement,transaction or proposal with the Company or in which the Company is otherwiseinterested either in connection with his tenure of an office or place of profit or asseller, buyer or otherwise;  (ii) may hold another office or place of profit with the Company (except that ofauditor or auditor of a subsidiary of the Company) in conjunction with the office ofdirector and may act by himself or through his firm in a professional capacity to theCompany, and in that case on such terms as to remuneration and otherwise as the boardmay decide either in addition to or instead of remuneration provided for by anotherarticle;  (iii) may be a director or other officer of, or employed by, or a party to acontract, transaction, arrangement or proposal with or otherwise interested in, acompany promoted by the Company or in which the Company is otherwise interested or asregards which the Company has a power of appointment; and  (iv) is not liable to account to the Company for a profit, remuneration or otherbenefit realised by such contract, arrangement, transaction, proposal, office oremployment and no such contract, arrangement, transaction or proposal is avoided on thegrounds of any such interest or benefit.(B) A director who, to his knowledge, is in any way (directly or indirectly) interested ina contract, arrangement, transaction or proposal with the Company shall declare the nature ofhis interest at the meeting of the board at which the question of entering into the contract,arrangement, transaction or proposal is first considered, if he knows his interest then existsor, in any other case, at the first meeting of the board after he knows that he is or hasbecome interested. For the purposes of this article: (i) a general notice given to the board by a director that he is to be regarded ashaving an interest (of the nature and extent specified in the notice) in a contract,transaction, arrangement or proposal in which a specified person or class of persons isinterested is a sufficient disclosure under this article in relation to that contract,transaction, arrangement or proposal; and
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 (ii) an interest of which a director has no knowledge and of which it isunreasonable to expect him to have knowledge is not treated as his interest.(C) A director may not vote on or be counted in the quorum in relation to a resolution ofthe board or of a committee of the board concerning a contract, arrangement, transaction orproposal to which the Company is or is to be a party and in which he has an interest which is,to his knowledge, a material interest (otherwise than by virtue of his interest in shares ordebentures or other securities of or otherwise in or through the Company), but thisprohibition does not apply to a resolution concerning any of the following matters: (i) the giving of a guarantee, security or indemnity in respect of money lent orobligations incurred by him or any other person at the request of or for the benefit ofthe Company or any of its subsidiary undertakings;  (ii) the giving of a guarantee, security or indemnity in respect of a debt orobligation of the Company or any of its subsidiary undertakings for which he himselfhas assumed responsibility in whole or in part, either alone or jointly with others,under a guarantee or indemnity or by the giving of security;  (iii) a contract, arrangement, transaction or proposal concerning an offer of shares, debentures or other securities of the Company or any of its subsidiaryundertakings for subscription or purchase, in which offer he is or may be entitled toparticipate as a holder of securities or in the underwriting or sub-underwriting ofwhich he is to participate;  (iv) a contract, arrangement, transaction or proposal to which the Company is or isto be a party concerning another company (including a subsidiary undertaking of theCompany) in which he is interested (directly or indirectly) whether as an officer,shareholder, creditor or otherwise (a “**relevant company**”), if he does not to hisknowledge hold an interest in shares (as that term is used in sections 198 to 211 ofthe Act) representing one per cent. or more of either any class of the equity sharecapital of or the voting rights in the relevant company (or of any third body corporatethrough which his interest is derived);  (v) a contract, arrangement, transaction or proposal for the benefit of theemployees of the Company or any of its subsidiary undertakings (including any pensionfund or retirement, death or disability scheme) which does not award him a privilege orbenefit not generally awarded to the employees to whom it relates; and  (vi) a contract, arrangement, transaction or proposal concerning the purchase ormaintenance of any insurance policy for the benefit of directors or for the benefit ofpersons including directors.(D) A director may not vote on or be counted in the quorum in relation to a resolution ofthe board or committee of the board concerning his own appointment (including, withoutlimitation, fixing or varying the terms of his appointment or its termination) as
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the holderof an office or place of profit with the Company or any company in which the Company isinterested. Where proposals are under consideration concerning the appointment(including, without limitation, fixing or varying the terms of appointment or itstermination) of two or more directors to offices or places of profit with the Company or acompany in which the Company is interested, such proposals shall be divided and a separateresolution considered in relation to each director. In that case each of the directorsconcerned (if not otherwise debarred from voting under this article) is entitled to vote(and be counted in the quorum) in respect of each resolution except that concerning his ownappointment.(E) If a question arises at a meeting as to the materiality of a director’s interest(other than the interest of the chairman of the meeting) or as to the entitlement of adirector (other than the chairman) to vote or be counted in a quorum and the question is notresolved by his voluntarily agreeing to abstain from voting or being counted in the quorum,the question shall be referred to the chairman and his ruling in relation to the directorconcerned is conclusive and binding on all concerned. (F) If a question arises at a meeting as to the materiality of the interest of thechairman of the meeting or as to the entitlement of the chairman to vote or be counted in aquorum and the question is not resolved by his voluntarily agreeing to abstain from voting orbeing counted in the quorum, the question shall be decided by resolution of the directors orcommittee members present at the meeting (excluding the chairman) whose majority vote isconclusive and binding on all concerned. (G) For the purposes of this article, the interest of a person who is for the purposes ofthe Acts connected with (within the meaning of section 346 of the Act) a director is treatedas the interest of the director and, in relation to an alternate director, the interest of hisappointor is treated as the interest of the alternate director in addition to an interestwhich the alternate director otherwise has. This article applies to an alternate director asif he were a director otherwise appointed. (H) Subject to the Acts, the Company may by ordinary resolution suspend or relax theprovisions of this article to any extent or ratify any contract, arrangement, transaction orproposal not properly authorised by reason of a contravention of this article.PROCEEDINGS OF DIRECTORS AND COMMITTEES108. **Board meetings**   Subject to the articles, the board may meet for the despatch of business, adjourn andotherwise regulate its proceedings as it thinks fit.109. **Notice of board meetings**   A director may, and the secretary at the request of a director shall, summon a board meetingat any time. Notice of a board meeting is deemed to be duly given to a director if it isgiven to him personally or by word of mouth or by electronic communication to an addressgiven by him to the Company for that purpose or sent in
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writing to him at his last-knownaddress or another address given by him to the Company for that purpose. A director maywaive the requirement that notice be given to him of a board meeting, either prospectivelyor retrospectively. It is not necessary to give notice of a board meeting to a director whois absent from the United Kingdom.110. **Quorum**   The quorum necessary for the transaction of business may be decided by the board and untilotherwise decided is two directors present in person or by alternate director. A dulyconvened meeting of the board at which a quorum is present is competent to exercise all orany of the authorities, powers and discretions vested in or exercisable by the board. 111. **Chairman of board**   The board may appoint one of its body as chairman to preside at every board meeting at whichhe is present and one or more deputy chairman or chairmen and decide the period for which heis or they are to hold office (and may at any time remove him or them from office). If nochairman or deputy chairman is elected, or if at a meeting neither the chairman nor a deputychairman is present within five minutes of the time fixed for the start of the meeting, thedirectors and alternate directors (in the absence of their appointors) present shall chooseone of their number to be chairman. If two or more deputy chairmen are present, the seniorof them shall act as chairman, seniority being determined by length of office since theirlast appointment or reappointment or deemed reappointment. As between two or more who haveheld office for an equal length of time, the deputy chairman to act as chairman shall bedecided by those directors and alternate directors (in the absence of their appointors)present. A chairman or deputy chairman may hold executive office or employment with theCompany. 112. **Voting**   Questions arising at a meeting of the board are determined by a majority of votes. In caseof an equality of votes the chairman has a second or casting vote. 113. **Participation by telephone**   A director or his alternate director may participate in a meeting of the board or acommittee of the board through the medium of conference telephone, video teleconference orsimilar form of communication equipment if all persons participating in the meeting are ableto hear and speak to each other throughout the meeting. A person participating in this wayis deemed to be present in person at the meeting and is counted in a quorum and entitled tovote. Subject to the Acts, all business transacted in this way by the board or a committeeof the board is for the purposes of the articles deemed to be validly and effectivelytransacted at a meeting of the board or a committee of the board although fewer than twodirectors or alternate directors are physically present at the same place. The meeting isdeemed to take place where the largest group
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of those participating is assembled or, ifthere is no such group, where the chairman of the meeting then is.114. **Resolution in writing**   A resolution in writing executed by all directors for the time being entitled to receivenotice of a board meeting and not being less than a quorum or by all members of a committeeof the board for the time being entitled to receive notice of a committee meeting and notbeing less than a quorum is as valid and effective for all purposes as a resolution passedat a meeting of the board (or committee, as the case may be). Theresolution in writing may consist of several documents in the same form each executed by oneor more of the directors or members of the relevant committee. The resolution in writingneed not be executed by an alternate director if it is executed by his appointor and aresolution executed by an alternate director need not be executed by his appointor. 115. **Proceedings of committees** (A) Proceedings of any committee of the board consisting of two or more members shall beconducted in accordance with terms prescribed by the board (if any). Subject to those termsand paragraph (B) below, proceedings shall be conducted in accordance with applicableprovisions of the articles regulating the proceedings of the board. (B) Where the board resolves to delegate any of its powers, authorities and discretions toa committee and that resolution states that the committee shall consist of any one or moreunnamed directors, it is not necessary to give notice of a meeting of that committee todirectors other than the director or directors who form the committee. 116. **Minutes of proceedings** (A) The board shall cause minutes to be made in books kept for the purpose of: (i) all appointments of officers and committees made by the board and of anyremuneration fixed by the board; and  (ii) the names of directors present at every meeting of the board, committees ofthe board, the Company or the holders of a class of shares or debentures, and allorders, resolutions and proceedings of such meetings.(B) If purporting to be signed by the chairman of the meeting at which the proceedingswere held or by the chairman of the next succeeding meeting, minutes are receivable as primafacie evidence of the matters stated in them. 117. **Validity of proceedings of board or committee**   All acts done by a meeting of the board, or of a committee of the board, or by a personacting as a director, alternate director or member of a committee are, notwithstanding thatit is afterwards discovered that there was a defect in the appointment of a person orpersons acting, or that they or any of them were or was disqualified from holding office ornot entitled to vote, or had in any way vacated their or his office, as valid as if every
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such person had been duly appointed, and was duly qualified and had continued to be adirector, alternate director or member of a committee and entitled to vote.SECRETARY AND AUTHENTICATION OF DOCUMENTS118. **Secretary** (A) Subject to the Acts, the board shall appoint a secretary or joint secretaries and mayappoint one or more persons to be an assistant or deputy secretary on such terms andconditions (including, without limitation, remuneration) as it thinks fit. The board mayremove a person appointed pursuant to this article from office and appoint another or othersin his place. (B) Any provision of the Acts or of the articles requiring or authorising a thing to bedone by or to a director and the secretary is not satisfied by its being done by or to thesame person acting both as director and as, or in the place of, the secretary. 119. **Authentication of documents**   A director or the secretary or another person appointed by the board for the purpose mayauthenticate documents affecting the constitution of the Company (including, withoutlimitation, the memorandum of association and the articles) and resolutions passed by theCompany or holders of a class of shares or the board or a committee of the board and books,records, documents and accounts relating to the business of the Company, and to certifycopies or extracts as true copies or extracts and where any books, records, documents oraccounts are held elsewhere than at the office the local manager or other officer of theCompany having the custody thereof shall be deemed to be a person appointed by the board asaforesaid.SEALS120. **Safe custody**   The board shall provide for the safe custody of every seal. 121. **Application of seals**   A seal may be used only by the authority of a resolution of the board or of a committee ofthe board. The board may decide who will sign an instrument to which a seal is affixed (or,in the case of a share certificate, on which the seal may be printed) either generally or inrelation to a particular instrument or type of instrument. The board may also decide,either generally or in a particular case, that a signature may be dispensed with or affixedby mechanical means. Unless otherwise decided by the board: (i) share certificates and certificates issued in respect of debentures or othersecurities (subject to the provisions of the relevant instrument) need not be signedor, if signed, a signature may be applied by mechanical or other means or may beprinted; and
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 (ii) every other instrument to which a seal is affixed shall be signed by onedirector and by the secretary or a second director.122. **Official seal for use abroad**   The Company may exercise the powers conferred by the Acts with regard to having an officialseal for use abroad, and those powers shall be vested in the board. RESERVES 123. **Directors’ ability to set aside reserves out of profits**   The directors may from time to time set aside out of the profits of the Company and carry toreserve such sums as they think proper which, at the discretion of the directors, shall beapplicable for any purpose to which the profits of the Company may properly be applied andpending such application may either be employed in the business of the Company or beinvested. The directors may divide the reserve into such special funds as they think fitand may consolidate into one fund any special funds or any parts of any special funds intowhich the reserve may have been divided. The directors may also without placing the same toreserve carry forward any profits. In carrying sums to reserve and in applying the same thedirectors shall comply with the provisions of the Acts.DIVIDENDS AND OTHER PAYMENTS124. **Declaration of dividends**   Subject to the Acts and the articles, the Company may by ordinary resolution declare adividend to be paid to the members according to their respective rights and interests, butno dividend may exceed the amount recommended by the board. 125. **Interim dividends**   Subject to the Acts, the board may declare and pay such interim dividends (including,without limitation, a dividend payable at a fixed rate) as appear to it to be justified bythe profits of the Company available for distribution. If the share capital is divided intodifferent classes, the board may pay interim dividends on shares which rank after sharesconferring preferred rights with regard to dividend as well as on shares with preferredrights, unless at the time of payment a preferential dividend is in arrear. If the boardacts in good faith, it does not incur any liability to the holders of shares conferringpreferred rights for a loss they may suffer by the lawful payment of an interim dividend on shares ranking after those with preferred rights. 126. **Entitlement to dividends** (A) Except as otherwise provided by the rights attached to, or the terms of issue of, shares: (i) a dividend shall be declared and paid according to the amounts paid up on theshares in respect of which the dividend is declared and paid, but no amount
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paid up on a share in advance of a call may be treated for the purpose of this article as paid up on the share; and (ii) dividends shall be apportioned and paid proportionately to the amounts paid upon the shares during any portion or portions of the period in respect of which thedividend is paid.(B) Except as otherwise provided by the rights attached to shares, dividends may be declared orpaid in any currency. The board may agree with any member that dividends which may at anytime or from time to time be declared or become due on his shares in one currency shall bepaid or satisfied in another, and may agree the basis of conversion to be applied and how andwhen the amount to be paid in the other currency shall be calculated and paid and for theCompany or any other person to bear any costs involved. 127. **Dividend payable out of profits**   No dividend shall be paid otherwise than out of profits available for distribution under theprovisions of the Acts. 128. **Method of payment** (A) The Company may pay any dividend, interest or other amount payable in respect of ashare: (i) in cash;  (ii) by cheque, warrant or money order made payable to or to the order of theperson entitled to the payment (and may, at the Company’s option, be crossed “accountpayee” where appropriate);  (iii) by a bank or other funds transfer system to an account designated in writingby the person entitled to the payment;  (iv) if the board so decides, by means of a relevant system in respect of anuncertificated share, subject to any procedures established by the board to enable aholder of uncertificated shares to elect not to receive dividends by means of arelevant system and to vary or revoke any such election; or  (v) by such other method as the person entitled to the payment may in writingdirect and the board may agree.(B) The Company may send a cheque, warrant or money order by post: (i) in the case of a sole holder, to his registered address;  (ii) in the case of joint holders, to the registered address of the person whosename stands first in the register;
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 (iii) in the case of a person or persons entitled by transmission to a share, as ifit were a notice given in accordance with article 149;  (iv) to the Custodian Bank acting in its capacity as such, to its address; or  (v) in any case, to a person and address that the person or persons entitled to thepayment may in writing direct.(C) Every cheque, warrant or money order sent by post is sent at the risk of the personentitled to the payment. If payment is made by bank or other funds transfer, by means of arelevant system or by another method at the direction of the person entitled to payment, theCompany is not responsible for amounts lost or delayed in the course of making that payment. (D) Without prejudice to article 70, the board may withhold payment of a dividend (or partof a dividend) payable to a person entitled by transmission to a share until he has providedany evidence of his right that the board may reasonably require. 129. **Effective receipts from joint holders** (A) Where a share is held jointly or two or more persons are jointly entitled bytransmission to a share: (i) the Company may pay any dividend, interest or other amount payable in respectof that share to any one joint holder, or any one person entitled by transmission tothe share, and in either case that holder or person may give an effective receipt forthe payment; and  (ii) for any of the purposes of this article 129, the Company may rely in relationto a share on the written direction or designation of any one joint holder of theshare, or any one person entitled by transmission to the share.130. **Dividends not to bear interest**   No dividend or other amount payable by the Company in respect of a share bears interest asagainst the Company unless otherwise provided by the rights attached to the share. 131. **Calls or debts may be deducted from dividends etc.** (A) The board may deduct from a dividend or other amounts payable to a person in respectof a share amounts due from him to the Company on account of a call or otherwise in relationto a share. (B) The directors may at any time give notice requiring any person becoming entitled to ashare in consequence of the death or bankruptcy of a member or otherwise by operation of lawto elect either to be registered himself as holder of the share or to transfer such share tosome other person and in the event of failure to comply with the notice within 60 days thedirectors may retain the dividends payable on such share until compliance with therequirements of the notice.
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132. **Unclaimed dividends etc.**   Any unclaimed dividend, interest or other amount payable by the Company in respect of ashare may be invested or otherwise made use of by the board for the benefit of the Companyuntil claimed. A dividend unclaimed for a period of 12 years from the date it was declaredor became due for payment is forfeited and ceases to remain owing by the Company. Thepayment of an unclaimed dividend, interest or other amount payable by the Company in respectof a share into a separate account does not constitute the Company a trustee in respect ofit.133. **Waivers of dividends**   The waiver in whole or in part of any dividend on any share by any document (whether or notunder seal) shall be effective only if such document is signed by the shareholder (or theperson entitled to the share in consequence of the death or bankruptcy of the holder orotherwise by operation of law) and delivered to the Company and if or to the extent that thesame is accepted as such or acted upon by the Company. 134. **Uncashed dividends**   If, in respect of a dividend or other amount payable in respect of a share, on any oneoccasion: (i) a cheque, warrant or money order is returned undelivered or left uncashed; or  (ii) a transfer made by a bank or other funds transfer system is not accepted,and reasonable enquiries have failed to establish another address or account of the personentitled to the payment, the Company is not obliged to send or transfer a dividend or otheramount payable in respect of that share to that person until he notifies the Company of anaddress or account to be used for that purpose. If the cheque, warrant or money order isreturned undelivered or left uncashed or transfer not accepted on two consecutive occasions,the Company may exercise this power without making any such enquiries.
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135. **Payment of dividends in specie**   Without prejudice to article 70, the board may, with the prior authority of an ordinaryresolution of the Company, direct that payment of a dividend may be satisfied wholly or inpart by the distribution of specific assets and in particular of paid-up shares ordebentures of another company. Where a difficulty arises in connection with thedistribution, the board may settle it as it thinks fit and in particular, withoutlimitation, may: (i) issue fractional certificates (or ignore fractions);  (ii) authorise any person to transfer and sell fractions;  (iii) fix the value for distribution of the specific assets (or any part of them);  (iv) decide that a cash payment be made to a member on the basis of the value sofixed, in order to secure equality of distribution; and  (v) vest assets in trustees on trust for the persons entitled to the dividend asseems expedient to the board.136. **Payment of scrip dividends** (A) Subject to the Acts, but without prejudice to article 70, the board may, with theprior authority of an ordinary resolution of the Company, allot to those holders of aparticular class of shares who have elected to receive them further shares of that class orordinary shares in either case credited as fully paid (“**new shares**”) instead of cash inrespect of allor part of a dividend or dividends specified by the resolution, subject to any exclusions,restrictions or other arrangements the board may in its absolute discretion deem necessaryor expedient to deal with legal or practical problems under the laws of, or the requirementsof a recognised regulatory body or a stock exchange in, any territory. (B) Where a resolution under article 136(A) is to be proposed at a general meeting and theresolution relates in whole or in part to a dividend to be declared at that meeting, then theresolution declaring the dividend is deemed to take effect at the end of that meeting. (C) A resolution under article 136(A) may relate to a particular dividend or to all or anydividends declared or paid within a specified period, but that period may not end later thanthe conclusion of the next annual general meeting following the date of the meeting at whichthe resolution is passed, provided nevertheless that the directors may in their absolutediscretion suspend or terminate (whether temporarily or otherwise, in whole or in part) suchright to elect and may do such things and acts considered necessary or expedient with regardto, or in order to effect, any such suspension or termination. (D) The board shall determine the basis of allotment of new shares so that, as nearly asmay be considered convenient without involving rounding up of fractions, the value of the new shares (including a fractional entitlement) to be allotted (calculated by reference to theaverage quotation, or the nominal value of the new shares, if greater) shall not be
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less thanan amount equal to (disregarding an associated tax credit) the net cash amount of the dividendwhich would otherwise have been received by the holder unless authorised by a specialresolution of the Company (the “**relevant dividend**”). For this purpose the “**average quotation**”of an ordinary share shall be (1) the average of the closing middle market quotations for afully paid ordinary share of the Company as derived from the Daily Official List of The LondonStock Exchange during the period of the three consecutive business days following the AnnualGeneral Meeting or (2) established in such other manner as may be determined by the directors.(E) The board may make any provision it considers appropriate in relation to an allotmentmade or to be made pursuant to this article (whether before or after the passing of theresolution under article 136(A)), including, without limitation: (i) the giving of notice to holders of the right of election offered to them;  (ii) the provision of forms of election (whether in respect of a particulardividend or dividends generally);  (iii) determination of the procedure for making and revoking elections;  (iv) the place at which, and the latest time by which, forms of election and otherrelevant documents must be lodged in order to be effective; and  (v) the disregarding or rounding up or down or carrying forward of fractionalentitlements, in whole or in part, or the accrual of the benefit of fractionalentitlements to the Company (rather than to the holders concerned).(F) The dividend (or that part of the dividend in respect of which a right of election hasbeen offered) is not declared or payable on shares in respect of which an election has beenduly made (the “**elected shares**”); instead new shares are allotted to the holders of theelected shares on the basis of allotment calculated as in paragraph (D). For that purpose,the board may resolve to capitalise out of amounts standing to the credit of reserves(including a statutory reserve created pursuant to the Electricity Act 1989, a share premiumaccount, capital redemption reserve, any amount standing to the credit of any reserve inrelation to which the Company may have undertaken to the High Court not to treat as realisedprofits of the Company and to treat as an undistributable reserve of the Company for thepurposes of section 264 of the Act) and profit and loss account), whether or not availablefor distribution, a sum equal to the aggregate nominal amount of the new shares to beallotted and apply it in paying up in full the appropriate number of new shares forallotment and distribution to the holders of the elected shares. A resolution of the boardcapitalising part of the reserves has the same effect as if the board had resolved to effectthe capitalisation with the authority of an ordinary resolution of the Company pursuant toarticle 137. In relation to the capitalisation the board may exercise all the powersconferred on it by article 137 without an ordinary resolution of the Company. (G) The new shares rank pari passu in all respects with each other and with the fully-paid shares of the same class in issue on the record date for the dividend in respect of which
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the right of election has been offered, but they will not rank for a dividend or otherdistribution or entitlement which has been declared or paid by reference to that record date.(H) In relation to any particular proposed dividend, the board may in its absolutediscretion decide: (i) that shareholders shall not be entitled to make any election in respect thereofand that any election previously made shall not extend to such dividend; or  (ii) at any time prior to the allotment of the new shares which would otherwise beallotted in lieu thereof, that all elections to take ordinary shares in lieu of suchdividend shall be treated as not applying to that dividend, and if so the dividendshall be paid in cash as if no elections had been made in respect of it.137. **Capitalisation of profits** (A) Subject to the Acts, the board may, with the authority of an ordinary resolution ofthe Company: (i) resolve to capitalise an amount standing to the credit of reserves (including ashare premium account, capital redemption reserve and profit and loss account), whetheror not available for distribution;  (ii) appropriate the sum resolved to be capitalised to the members in proportion tothe nominal amount of ordinary shares (whether or not fully paid) held by themrespectively on the close of business on the date of the resolution (or such other dateas may be specified therein or determined as therein provided) and apply that sum ontheir behalf in or towards: (a) paying up the amounts (if any) for the time being unpaid on shares held by them respectively; or  (b) paying up in full unissued shares or debentures of a nominal amountequal to that sum,and allot the shares or debentures, credited as fully paid, to the members (or asthey may direct) in those proportions, or partly in one way and partly in theother, but the share premium account, the capital redemption reserve and profitswhich are not available for distribution may, for the purposes of this article,only be applied in paying up unissued shares to be allotted to members credited asfully paid; (iii) make any arrangements it thinks fit to resolve a difficulty arising in thedistribution of a capitalised reserve and in particular, without limitation, whereshares or debentures become distributable in fractions the board may deal with thefractions as it thinks fit, including issuing fractional certificates, disregardingfractions or selling shares or debentures representing the fractions to a person forthe best price reasonably obtainable and distributing the net
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proceeds of the sale indue proportion amongst the members (except that if the amount due to a member is lessthan £3, or such other sum as the board may decide, the sum may be retained for thebenefit of the Company); (iv) authorise a person to enter (on behalf of all the members concerned) anagreement with the Company providing for either: (a) the allotment to the members respectively, credited as fully paid, of shares or debentures to which they may be entitled on the capitalisation, or  (b) the payment by the Company on behalf of the members (by theapplication of their respective proportions of the reserves resolved to becapitalised) of the amounts or part of the amounts remaining unpaid on theirexisting shares,an agreement made under the authority being effective and binding on all thosemembers; and (v) generally do all acts and things required to give effect to the resolution.138. **Adjustments to subscription prices payable under employees’ share schemes**   Notwithstanding any other provisions contained in these articles, if an adjustment is madeto the subscription price payable by an option holder under any employees’ share schemeoperated by the Company which results in the adjusted price per share payable on theexercise of an option in respect of an ordinary share being less than the nominal value ofsuch ordinary share (the “**Adjusted Price**”), the directors may capitalise all or part of theCompany’s reserves available for distribution, upon the issue of any ordinary share inrespect of and following the exercise of the relevant option (the “**New Share**”). The amountto be so capitalised shall be equal to the difference between the Adjusted Price and thenominal value of the New Share. The directors shall apply such amount inpaying up in full the balance payable on the New Share. The directors may take such steps asthey consider necessary to ensure that the Company has sufficient reserves available forsuch application. No further authority of the Company in general meeting is required. 139. **Undistributable Reserves**   The directors may transfer any sum standing to the credit of the profit and loss account toan account in the Company’s accounting records (the “**Undistributable Reserve**”) and any suchsums so transferred shall not be treated as realised profits of the Company and shall betreated as undistributable reserves of the Company for the purpose of section 264 of theAct. No authority of the Company in General Meeting shall be required for any such transfer.
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140. **Record dates**   Notwithstanding any other provision of the articles, but subject to the Acts and rightsattached to shares, the Company or the board may fix any date as the record date for adividend, distribution, allotment or issue. The record date may be on or at any time beforeor after a date on which the dividend, distribution, allotment or issue is declared, made orpaid. In consequence the dividend shall be payable to the persons registered as the holdersof the shares at the close of business on that date in accordance with their respectiveholdings so registered, but without prejudice to the rights inter se in respect of suchdividend, distribution, allotment or issue of transferors and transferees of any suchshares.ACCOUNTS141. **Keeping and inspection of accounts** (A) The board shall ensure that accounting records are kept in accordance with the Acts. (B) The accounting records shall be kept at the office or, subject to the Acts, at anotherplace decided by the board and shall be available during business hours for the inspection ofthe directors and other officers. No member (other than a director or other officer) has theright to inspect an accounting record or other document except if that right is conferred bythe Acts or he is authorised by the board or by an ordinary resolution of the Company. 142. **Accounts to be sent to members etc.** (A) In respect of each financial year, a copy of the Company’s annual accounts, directors’report and auditors’ report on those accounts shall be sent by post or delivered to: (i) every member (whether or not entitled to receive notices of general meetings);  (ii) every holder of debentures (whether or not entitled to receive notices ofgeneral meetings); and  (iii) every other person who is entitled to receive notices of general meetings,not less than 21 clear days before the date of the meeting at which copies of thosedocuments are to be laid in accordance with the Acts. This article does not require copiesof the documents to which it applies to be sent or delivered to: (a) a member or holder of debentures of whose address the Company is unaware; or  (b) more than one of the joint holders of shares or debentures.(B) The board may determine that persons entitled to receive a copy of the Company’sannual accounts, directors’ report and auditors’ report on those accounts are those personsentered on the register at the close of business on a day determined by the board, providedthat, if the Company is a participating issuer, the day determined by
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the board may not bemore than 21 days before the day that the relevant copies are being sent.(C) Where permitted by the Acts, a summary financial statement derived from the Company’sannual accounts and the directors’ report and auditors’ report in the form and containing theinformation prescribed by the Acts may be sent by post or delivered to a person in place ofthe documents required to be sent or delivered by article 142(A). (D) Any documents required or permitted to be sent by the Company to a person pursuant tothis article 142 shall be treated as sent if: (i) sent by electronic communication to an address for the time being notified tothe Company by that person for that purpose; or  (ii) published on a web-site, provided that the following conditions are met: (a) the Company and that person have agreed that such documents may beaccessed by him on a web-site (instead of their being sent by post orotherwise delivered to him);  (b) that person is notified, in a manner for the time being agreed forthe purpose between him and the Company, of: (i) the publication of the documents on a web-site;  (ii) the address of that web-site;  (iii) the place on that web-site where the documents may beaccessed; and  (iv) how they may be accessed.(E) Documents treated in accordance with sub-paragraph (D)(ii) above as sent to any personare to be treated as sent to him not less than 21 clear days before the date of a meeting if,and only if: (i) the documents are published on the web-site throughout a period beginning atleast 21 clear days before the date of the meeting and ending with the conclusion ofthe meeting; and  (ii) the notification given for the purposes of sub-paragraph (D)(ii)(b) above isgiven not less than 21 clear days before the date of the meeting.(F) Nothing in paragraph (E) above shall invalidate the proceedings of a meeting where anydocuments that are required to be published as mentioned in sub-paragraph (E)(i) above are byaccident published in different places on the web-site or published for a part, but not all,of the period mentioned in that sub-paragraph.AUDITORS143. **Acts done by auditors**
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Subject to the provisions of the Acts, all acts done by any person acting as an auditorshall, 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 ofhis appointment not qualified for appointment or subsequently became disqualified.NOTICES144. **Notices to be in writing or in electronic communication**   A notice to be given to or by a person pursuant to the articles (other than a noticeconvening a meeting of the board or of a committee of the board) shall be in writing or inan electronic communication to an address for the time being notified for that purpose tothe person giving the notice. 145. **Service of notices and other documents on members** (A) A notice or other document may be given to a member by the Company: (i) personally; or  (ii) by sending it by post in a pre-paid envelope addressed to the member at hisregistered address; or  (iii) by leaving it at that address (or at another address notified for thepurpose) in an envelope addressed to the member; or  (iv) by giving it by electronic communication to an address for the time beingnotified to the Company by the member for that purpose; or  (v) by any other means authorised in writing by the member concerned.(B) A notice of general meeting may, instead of being sent to the member in any of theways specified in paragraph (A) above, be given to a member by the Company by publishing thenotice on a web-site, provided that the following conditions are met: (i) the member and the Company have agreed that notices of general meetings may beaccessed by him on a web-site instead of being sent to the member in one of the waysspecified in paragraph (A) above; and  (ii) the member is given a notification, in the manner agreed for the time beingbetween the member and the Company, containing the following information: (a) the fact that the notice has been published on the web-site;  (b) the address of the web-site;  (c) the place on the web-site where the notice may be accessed and how itmay be accessed;
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 (d) a statement that it concerns a notice of general meeting served inaccordance with the Act;  (e) the place, date and time of the general meeting; and  (f) whether the general meeting is to be an annual or extraordinarygeneral meeting.A notice given under this paragraph (B) is deemed to be given at the time of thenotification under sub-paragraph (B)(ii).(C) In the case of joint holders of a share, a notice or other document shall be given towhichever of them is named first in the register in respect of the joint holding and noticegiven in this way is sufficient notice to all joint holders. (D) If a member (or, in the case of joint holders, the person first named in the register)has a registered address outside the United Kingdom but has notified the Company of an addressin the United Kingdom at which notices or other documents may be given to him, or an addressto which notices may be given by electronic communication, he is entitled to have noticesgiven to him at that address, but otherwise no such member or person is entitled to receive anotice or other document from the Company. 146. **Notice by advertisement**   If by reason of the suspension or curtailment of postal services in the United Kingdom theCompany is unable effectively to convene a general meeting by notices sent by post to thosemembers who have not notified an address for electronic communications pursuant to article145(A)(iv), the board may, in its absolute discretion and as an alternative to any othermethod of service permitted by the articles, resolve to convene a general meeting by anotice advertised in at least two United Kingdom national newspapers. In this case, theCompany shall send confirmatory copies of the notice to those members by post if at leastseven clear days before the meeting the posting of notices to addresses throughout theUnited Kingdom again becomes practicable. 147. **Evidence of service** (A) A notice or other document addressed to a member at his registered address or addressfor service in the United Kingdom is, if sent by post, deemed to be given at the expiration of24 hours after it was put in the post if pre-paid as first class post and at the expiration of48 hours after it was put in the post if pre-paid as second class post, and in proving service it is sufficient to prove that the envelope containing the notice ordocument was properly addressed, pre-paid and posted. (B) Proof that a notice contained in an electronic communication was sent in accordancewith guidance issued by the Institute of Chartered Secretaries and Administrators shall beconclusive evidence that the notice was given.
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(C) A notice contained in an electronic communication sent in accordance with the articlesother than a notice given under article 145(B) (to which the provisions of that article apply)is deemed to be given at the expiration of 48 hours after the time it was sent. (D) A notice or document not sent by post but left at a registered address or address forservice in the United Kingdom is deemed to be given on the day it is left. (E) Where notice is given by newspaper advertisement, the notice is deemed to be given toall members and other persons entitled to receive it at noon on the day when the advertisementappears or, where notice is given by more than one advertisement and the advertisements appearon different days, at noon on the last of the days when the advertisements appear. (F) A notice or other document served or delivered by the Company by any other meansauthorised in writing by the member concerned is deemed to be served when the Company hastaken the action it has been authorised to take for that purpose. (G) A member present in person or by proxy at a meeting or of the holders of a class ofshares is deemed to have received due notice of the meeting and, where required, of thepurposes for which it was called. 148. **Notice binding on transferees etc.**   A person who becomes entitled to a share by transmission, transfer or otherwise is bound bya notice in respect of that share (other than a notice served by the Company under section212 of the Act) which, before his name is entered in the register, has been properly servedon a person from whom he derives his title. 149. **Notice in case of entitlement by transmission**   Where a person is entitled by transmission to a share, the Company may give a notice orother document to that person as if he were the holder of a share by addressing it to him byname or by the title of representative of the deceased or trustee of the bankrupt member (orby similar designation) at an address in the United Kingdom supplied for that purpose by theperson claiming to be entitled by transmission. Until an address has been supplied, anotice or other document may be given in any manner in which it might have been given if thedeath or bankruptcy or other event had not occurred. The giving of notice in accordancewith this article is sufficient notice to any other person interested in the share. 150. **Service of documents** (A) Nothing in any of the preceding articles shall affect any requirement of the Acts thatany particular offer, notice or other document be served in any particular manner. (B) The accidental failure to send, or the non-receipt by any person entitled to, anynotice of or other document relating to any meeting or other proceeding shall not invalidatethe relevant meeting or other proceeding.
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MISCELLANEOUS151. **Destruction of documents** (A) The Company may destroy: (i) a share certificate which has been cancelled at any time after one year fromthe date of cancellation;  (ii) a mandate for the payment of dividends or other amounts or a variation orcancellation of a mandate or a notification of change of name or address at any timeafter two years from the date the mandate, variation, cancellation or notification wasrecorded by the Company;  (iii) an instrument of transfer of shares (including a document constituting therenunciation of an allotment of shares) which has been registered at any time after sixyears from the date of registration; and  (iv) any other document on the basis of which any entry in the register is made atany time after six years from the date an entry in the register was first made inrespect of it.(B) It is presumed conclusively in favour of the Company that every share certificatedestroyed was a valid certificate validly cancelled, that every instrument of transferdestroyed was a valid and effective instrument duly and properly registered and that everyother document destroyed was a valid and effective document in accordance with the recordedparticulars in the books or records of the Company, but: (i) the provisions of this article apply only to the destruction of a document ingood faith and without express notice to the Company that the preservation of thedocument is relevant to a claim;  (ii) nothing contained in this article imposes on the Company liability in respectof the destruction of a document earlier than provided for in this article or in anycase where the conditions of this article are not fulfilled; and  (iii) references in this article to the destruction of a document include referenceto its disposal in any manner.152. **Winding up** (A) The directors shall have power in the name and on behalf of the Company to present apetition to the Court for the Company to be wound up. (B) On a voluntary winding up of the Company the liquidator may, on obtaining any sanctionrequired by law, divide among the members in kind the whole or any part of the assets of theCompany, whether or not the assets consist of property of one kind or of differentkinds, and vest the whole or any part of the assets in trustees upon such trusts for thebenefit of the members as he, with the like sanction, shall determine. For this purpose theliquidator may set the value he deems fair on a class or classes of
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property, and maydetermine on the basis of that valuation and in accordance with the then existing rights ofmembers how the division is to be carried out between members or classes of members. Theliquidator may not, however, distribute to a member without his consent an asset to whichthere is attached a liability or potential liability for the owner.153. **Indemnity of officers and power to purchase insurance** (A) To the extent permitted by the Acts and without prejudice to any indemnity to which hemay otherwise be entitled, every person who is or was a Director or other officer of theCompany (other than any person (whether or not an officer of the Company) engaged by theCompany as auditor) shall be and shall be kept indemnified out of the assets of the Companyagainst all costs, charges, losses and liabilities incurred by him (whether in connection withany negligence, default, breach of duty or breach of trust by him or otherwise) in relation tothe Company or its affairs, provided that such indemnity shall not apply in respect of anyliability incurred by him: (i) to the Company or to any associated company; or  (ii) to pay a fine imposed in criminal proceedings; or  (iii) to pay a sum payable to a regulatory authority by way of a penalty in respectof non-compliance with any requirement of a regulatory nature (howsoever arising); or  (iv) in defending any criminal proceedings in which he is convicted; or  (v) in defending any civil proceedings brought by the Company, or an associatedcompany, in which judgment is given against him; or  (vi) in connection with any application under any of the following provisions inwhich the court refuses to grant him relief, namely: (a) section 144(3) or (4) of the Act (acquisition of shares by innocentnominee); or  (b) section 727 of the Act (general power to grant relief in case ofhonest and reasonable conduct).(B) In article 153(A) (iv), (v) or (vi) the reference to a conviction, judgment or refusalof relief is a reference to one that has become final. A conviction, judgment or refusal ofrelief becomes final: (i) if not appealed against, at the end of the period for bringing an appeal, or  (ii) if appealed against, at the time when the appeal (or any further appeal) isdisposed of.An appeal is disposed of:
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 (1) if it is determined and the period for bringing any further appeal has ended;or  (2) if it is abandoned or otherwise ceases to have effect.(C) In article 153, “associated company”, in relation to the Company, means a company which is asubsidiary of the Company, or a holding company of or a subsidiary of any holding company ofthe Company. (D) Without prejudice to article 153(A) or to any indemnity to which a Director may otherwise beentitled, and to the extent permitted by the Act and otherwise upon such terms and subject tosuch conditions as the Board may in its absolute discretion think fit, the Board shall havethe power to make arrangements to provide anyone who is or was a Director with funds tomeeting expenditure incurred or to be incurred by him in defending any criminal or civilproceedings or in connection with an application under section 144(3) or (4) of the Act(acquisition of shares by innocent nominee) or section 727 of the Act (general power to grantrelief in case of honest and reasonable conduct) or to enable any such person to avoidincurring any such expenditure. (E) Where at any meeting of the board or a committee of the Board any arrangement falling withinparagraph (D) above is to be considered, a Director shall be entitled to vote and be countedin the quorum at such meeting unless the terms of such arrangement confers upon such Directora benefit not generally available to any other Director, in that event, the interest of suchDirector in such arrangement shall be deemed to be a material interest for the purposes ofarticle 107(C) and he shall not be so entitled to vote or be counted in the quorum. (F) Subject to the Acts, the Board may exercise all the powers of the Company to purchase andmaintain insurance for the benefit of a person who is or was: (i) a Director, alternate Director, secretary or auditor of the Company or of acompany which is or was a subsidiary undertaking of the Company or in which theCompany has or had an interest (whether direct or indirect); or  (ii) a trustee of a retirement benefits scheme or other trust in which a personreferred to in sub-paragraph F(i) above is or has been interested,indemnifying him and keeping him indemnified against liability for negligence, default,breach of duty or breach of trust or other liability which may lawfully be insured againstby the Company.
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NAMES AND ADDRESSES OF SUBSCRIBERS       1 JONATHAN MILLS BIRD   One share  49 Oakhurst Grove      London. SE22 9AH           2 DAVID FREDERICK PASCHO   One share  25 Derwent Road      Whitton      Twickenham      Middlesex. TW2 7HQ      Total shares taken = TwoDATED this 9th day of March 1989WITNESS to the above signatures:BERENICE GERMAINE JOHNSON