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                                                                     EXHIBIT 4.2

COMPANY NUMBER: 4094204



                        THE COMPANIES ACTS 1985 AND 1989

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                        PUBLIC COMPANY LIMITED BY SHARES

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                             ARTICLES OF ASSOCIATION

                                       of

                                WORLD GAMING PLC

                 (adopted by special resolution on 17 May 2001)



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                                [GRAPHIC OMITTED]
                            SOLICITORS & U.S. LAWYERS

                                  7 Bishopsgate
                                     London
                                    EC2N 3AR



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                                    CONTENTS

<Table>
<Caption>

CLAUSE     SUBJECT MATTER                                                          PAGE

PRELIMINARY

<S>                                                                                  <C>
1.     OTHER REGULATIONS EXCLUDED..................................................  1
2.     INTERPRETATION..............................................................  1
3.     AUTHORISED SHARE CAPITAL....................................................  5
4.     POWER TO ATTACH CLASS RIGHTS................................................  5
5.     AUTHORITY OF BOARD TO ALLOT SHARES..........................................  5
6.     COMMISSIONS.................................................................  6
7.     TRUSTS NOT RECOGNISED.......................................................  6
8.     REDEEMABLE SHARES...........................................................  6
9.     PURCHASE OF OWN SHARES......................................................  6
10.    SHARE WARRANTS..............................................................  7
11.    VARIATION OF CLASS RIGHTS...................................................  7
12.    CLASS MEETINGS..............................................................  7
13.    UNCERTIFICATED SHARES.......................................................  8
14.    COMPANY'S RIGHTS IN RESPECT OF UNCERTIFICATED SHARES........................  8
15.    RIGHT TO SHARE CERTIFICATE..................................................  9
16.    REPLACEMENT CERTIFICATES....................................................  9
17.    CALLS......................................................................  10
18.    INTEREST ON UNPAID CALLS...................................................  10
19.    AMOUNTS DUE ON ALLOTMENT TREATED AS CALLS..................................  10
20.    POWER TO DIFFERENTIATE.....................................................  11
21.    PAYMENT IN ADVANCE.........................................................  11
22.    NOTICE IF CALL NOT PAID....................................................  11
23.    SHARES LIABLE TO BE FORFEITED..............................................  11
24.    FORFEITURE.................................................................  11
25.    NOTICE AFTER FORFEITURE....................................................  11
26.    DISPOSAL OF FORFEITED SHARE................................................  12
27.    ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE..............................  12
28.    EVIDENCE OF FORFEITURE.....................................................  12
29.    SURRENDER..................................................................  12
30.    LIEN ON SHARES NOT FULLY PAID..............................................  12
31.    ENFORCEMENT OF LIEN BY SALE................................................  13
32.    APPLICATION OF PROCEEDS OF SALE............................................  13
33.    FORM OF TRANSFER...........................................................  13
34.    RIGHT TO REFUSE REGISTRATION...............................................  13
35.    NOTICE OF REFUSAL TO REGISTER..............................................  14
36.    FEES ON REGISTRATION.......................................................  14
37.    SUSPENSION OF REGISTRATION AND CLOSING OF REGISTER.........................  14
38.    RETENTION OF INSTRUMENTS OF TRANSFER.......................................  15
39.    DESTRUCTION OF DOCUMENTS...................................................  15
40.    ON DEATH...................................................................  15

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                                       i

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<Table>
<S>                                                                                  <C>

41.    ELECTION OF PERSON ENTITLED BY TRANSMISSION................................  15
42.    RIGHTS ON TRANSMISSION.....................................................  16
43.    SANCTIONS FOR FAILURE TO DISCLOSE INTEREST IN SHARES.......................  16
44.    REMOVAL OF SANCTIONS AND CONVERSION OF UNCERTIFICATED SHARES...............  17
45.    NOTICE TO PERSON OTHER THAN A MEMBER.......................................  17
46.    INTEREST IN SHARES, FAILURE TO GIVE INFORMATION AND EXCEPTED TRANSFERS.....  18
47.    INCREASE, CONSOLIDATION, SUB-DIVISION AND CANCELLATION.....................  18
48.    REDUCTION OF CAPITAL.......................................................  19
49.    FRACTIONS..................................................................  19
50.    ANNUAL GENERAL MEETING.....................................................  19
51.    EXTRAORDINARY GENERAL MEETING..............................................  20
52.    CONVENING OF EXTRAORDINARY GENERAL MEETINGS................................  20
53.    LENGTH AND FORM OF NOTICE..................................................  20
54.    MEETING CALLED ON SHORT NOTICE.............................................  20
55.    OMISSION TO SEND NOTICE....................................................  21
56.    SPECIAL BUSINESS...........................................................  21
57.    QUORUM.....................................................................  21
58.    CHAIRMAN...................................................................  21
59.    QUORUM NOT PRESENT.........................................................  21
60.    ADJOURNED MEETING..........................................................  22
61.    ACCOMMODATION OF MEMBERS AT MEETING........................................  22
62.    SECURITY...................................................................  22
63.    ORDER OF MEETING...........................................................  23
64.    AMENDMENT OF RESOLUTIONS...................................................  23
65.    MEMBERS' RESOLUTION IN WRITING.............................................  23
66.    METHOD OF VOTING...........................................................  23
67.    PROCEDURE ON A POLL........................................................  24
68.    CASTING VOTE...............................................................  24
69.    OBJECTION TO AND ERROR IN VOTING...........................................  24
70.    VOTES OF MEMBERS...........................................................  25
71.    RESTRICTION ON  VOTING RIGHTS..............................................  25
72.    VOTING BY PROXY............................................................  25
73.    APPOINTMENT OF MORE THAN ONE PROXY.........................................  25
74.    EXECUTION OF PROXY.........................................................  26
75.    PROXY VALID THOUGH AUTHORITY REVOKED.......................................  26
76.    PROXY CAN DEMAND A POLL....................................................  26
77.    DEPOSIT OF PROXY...........................................................  26
78.    SENDING INSTRUMENT OF PROXY................................................  27
79.    COMPANY ACTING BY AUTHORISED REPRESENTATIVE................................  27
80.    POWER OF COMPANY TO APPOINT DIRECTORS......................................  27
81.    NUMBER OF DIRECTORS........................................................  27
82.    POWER OF THE BOARD TO APPOINT DIRECTORS....................................  27
83.    NO SHARE QUALIFICATION.....................................................  28
84.    APPOINTMENT OF EXECUTIVE DIRECTORS.........................................  28

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<Table>
<S>                                                                                  <C>

85.    TERMINATION OF EXECUTIVE OFFICE............................................  28
86.    POWERS OF EXECUTIVE DIRECTOR...............................................  28
87.    VACATION OF OFFICE BY DIRECTOR.............................................  28
88.    NO RETIREMENT ON ACCOUNT OF AGE............................................  29
89.    RETIREMENT BY ROTATION.....................................................  29
90.    DIRECTORS SUBJECT TO RETIREMENT............................................  29
91.    POSITION OF RETIRING DIRECTOR..............................................  29
92.    DEEMED REAPPOINTMENT.......................................................  30
93.    ELIGIBILITY OF NEW DIRECTORS...............................................  30
94.    VOTING ON RESOLUTION FOR APPOINTMENT.......................................  30
95.    REMOVAL BY ORDINARY RESOLUTION.............................................  30
96.    DIRECTORS' FEES............................................................  30
97.    EXPENSES...................................................................  31
98.    REMUNERATION OF EXECUTIVE DIRECTORS........................................  31
99.    ADDITIONAL REMUNERATION....................................................  31
100.   DIRECTORS' PENSIONS AND OTHER BENEFITS.....................................  31
101.   PERMITTED INTERESTS........................................................  32
102.   DECLARATION OF DIRECTOR'S INTEREST.........................................  32
103.   LIMITATIONS ON VOTING OF INTERESTED DIRECTOR...............................  33
104.   RESTRICTIONS ON VOTING.....................................................  34
105.   MATERIALITY OF DIRECTOR'S INTEREST.........................................  34
106.   DIRECTOR'S INTEREST EXTENDS TO CONNECTED PERSONS...........................  34
107.   POWERS OF THE BOARD........................................................  34
108.   DELEGATION TO COMMITTEES...................................................  35
109.   LOCAL MANAGEMENT...........................................................  35
110.   POWER OF ATTORNEY..........................................................  35
111.   EXERCISE OF VOTING POWERS..................................................  35
112.   BORROWING POWERS...........................................................  36
113.   BOARD MEETINGS.............................................................  36
114.   QUORUM.....................................................................  36
115.   NOTICE OF BOARD MEETINGS...................................................  36
116.   VOTING.....................................................................  36
117.   CHAIRMAN OF THE BOARD......................................................  37
118.   PROCEEDINGS OF A COMMITTEE.................................................  37
119.   VALIDITY OF PROCEEDINGS OF BOARD OR COMMITTEE..............................  37
120.   MINUTES OF PROCEEDINGS.....................................................  37
121.   PARTICIPATION BY TELEPHONE.................................................  37
122.   BOARD RESOLUTION IN WRITING................................................  38
123.   NUMBER OF DIRECTORS LESS THAN MINIMUM......................................  38
124.   APPOINTMENT................................................................  38
125.   PARTICIPATION IN BOARD MEETINGS............................................  38
126.   REMUNERATION AND EXPENSES..................................................  39
127.   REVOCATION OF APPOINTMENT..................................................  39
128.   RESPONSIBILITY.............................................................  39
129.   APPOINTMENT OF ASSOCIATE DIRECTOR..........................................  39

</Table>


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<Table>
<S>                                                                                  <C>

130.   EFFECT OF APPOINTMENT......................................................  39
131.   POWERS, DUTIES AND REMUNERATION............................................  40
132.   APPLICATION OF SEALS.......................................................  40
133.   SIGNING OF SEALED DOCUMENTS................................................  40
134.   SEAL FOR USE ABROAD........................................................  40
135.   APPOINTMENT AND REMOVAL OF SECRETARY.......................................  40
136.   AUTHORITY OF OTHER PERSON TO ACT AS SECRETARY..............................  40
137.   AUTHENTIFICATION OF DOCUMENTS..............................................  41
138.   REGISTER OF DIRECTORS' INTERESTS...........................................  41
139.   OTHER REGISTERS............................................................  41
140.   RECORD DATES...............................................................  41
141.   ENTITLEMENT TO DIVIDENDS...................................................  41
142.   DECLARATION OF DIVIDENDS...................................................  42
143.   INTERIM DIVIDENDS..........................................................  42
144.   PAYMENT OF DIVIDENDS IN KIND...............................................  42
145.   METHOD OF PAYMENT..........................................................  42
146.   CESSATION OF PAYMENT OF DIVIDEND...........................................  43
147.   DIVIDENDS DO NOT BEAR INTEREST.............................................  43
148.   DEDUCTION FROM DIVIDEND....................................................  43
149.   UNCLAIMED DIVIDENDS........................................................  44
150.   DIVIDEND MAY BE WITHHELD...................................................  44
151.   PAYMENT OF SCRIP DIVIDENDS.................................................  44
152.   PROVISION OF RESERVES......................................................  45
153.   CAPITALISATION OF PROFITS AND RESERVES.....................................  45
154.   INSPECTION OF ACCOUNTS.....................................................  47
155.   PREPARATION OF ACCOUNTS....................................................  47
156.   ACCOUNTS SENT TO THE MEMBERS...............................................  47
157.   POWER OF SALE..............................................................  48
158.   APPLICATION OF PROCEEDS OF SALE............................................  49
159.   NOTICES IN WRITING.........................................................  49
160.   SERVICE OF NOTICES.........................................................  49
161.   NOTICE TO JOINT HOLDERS....................................................  49
162.   ADDRESS OUTSIDE THE UNITED KINGDOM.........................................  49
163.   DEEMED NOTICE..............................................................  50
164.   EVIDENCE OF SERVICE........................................................  50
165.   NOTICE BINDING ON TRANSFEREES ETC..........................................  50
166.   NOTICE IN CASE OF ENTITLEMENT BY TRANSMISSION..............................  50
167.   NOTICE BY ADVERTISEMENT....................................................  50
168.   WINDING UP.................................................................  51
169.   INDEMNITY..................................................................  51
170.   ADR DEPOSITARY.............................................................  52

</Table>



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                        THE COMPANIES ACTS 1985 AND 1989

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                        PUBLIC COMPANY LIMITED BY SHARES

--------------------------------------------------------------------------------



                             ARTICLES OF ASSOCIATION

                                       OF

                                WORLD GAMING PLC

              (adopted by special resolution passed on 17 May 2001)

PRELIMINARY

1.   OTHER REGULATIONS EXCLUDED

     The following regulations shall be the articles of association of the
     Company to the exclusion of any regulations or articles prescribed by or
     pursuant to any statute concerning companies.

2.   INTERPRETATION

2.1  In these Articles the following definitions apply:

     "THE ACT"                the Companies Act 1985 as amended, consolidated or
                              re-enacted from time to time;

     "ADR DEPOSITARY"         a custodian or other person or persons
                              approved by the Directors who holds Ordinary
                              Shares in the Company under arrangements where
                              either the custodian or some other person issues
                              American Depositary Receipts which evidence
                              American Depositary Shares representing Ordinary
                              Shares in the Company;

     "AIM"                    the Alternative Investment Market of the London
                              Stock Exchange

     "AMERICAN DEPOSITARY     represent American Depositary Shares either
     RECEIPTS"                physically or in the form of Direct Registration
                              Receipts;

     "AMERICAN DEPOSITARY     represent Ordinary Shares in the Company and are
     SHARES"                  evidenced by American Depositary Receipts;




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      "ARTICLES"              these articles of association as amended from time
                              to time;

      "AUDITORS"              the auditors of the Company from time to time;

      "BOARD"                 the board of Directors or the Directors present at
                              a duly convened and quorate meeting of Directors
                              or a duly authorised committee of the Directors as
                              the context requires;

      "BUSINESS DAY"          a day (other than a Saturday or a Sunday) on which
                              banks are open for business in London;

      "CASH MEMORANDUM        an account so designated by the Operator of the
      ACCOUNT"                relevant system concerned;

      "CERTIFICATED SHARE"    a share in the capital of the Company that is not
                              an uncertificated share and references to a share
                              being held in certificated form shall be construed
                              accordingly;

      "CLEAR DAYS"            in relation to a period of notice, that period
                              excluding the day when the notice is given or
                              deemed to be given and the day for which it is
                              given or on which it is to take effect;

      "COMPANY"               World Gaming plc;

      "DEBENTURE"             includes debenture stock;

      "DIRECTOR"              a director of the Company from time to time;

      "ENTITLED BY            in relation to a share, entitled as a consequence
      TRANSMISSION"           of the death or bankruptcy of a Member or of
                              another event giving rise to a transmission of
                              entitlement by operation of law;

      "DIRECT REGISTRATION    an American Depositary Receipt in uncertificated
      RECEIPT"                form, the ownership of which is recorded in the
                              Direct Registration System;

      "DIRECT REGISTRATION    the system maintained by the ADR Depositary in
      SYSTEM"                 which the ADR Depositary records the ownership of
                              the Direct Registration Receipts;

      "GROUP"                 the Company and any company which is a Subsidiary
                              Undertaking of the Company from time to time;


                                       2
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      "HOLDER"                in relation to a share, the Member whose name is
                              entered in the Register as the holder of that
                              share;

      "LONDON STOCK           London Stock Exchange plc;
      EXCHANGE"

      "MEMBER"                a member of the Company including, for the
                              avoidance of doubt, an ADR Depository ;

      "MONTH"                 calendar month;

      "OFFICE"                the registered office of the Company from time
                              to time;

      "ORDINARY SHARES" OR    ordinary shares of (pound)0.002 each in the
      "SHARES"                capital of the Company;

      "PAID UP"               paid up or credited as paid up;

      "PERSON WITH MENTAL     a person who is, or may be, suffering from mental
      DISORDER"               disorder and either:

                              (i) he is admitted to hospital in pursuance of an
                              application for admission for treatment under the
                              Mental Health Act 1983 or, in Scotland, an
                              application for admission under the Mental Health
                              (Scotland) Act 1984; or

                              (ii) an order is made by a court having
                              jurisdiction (whether in the United Kingdom or
                              elsewhere) in matters concerning mental disorder
                              for his detention or for the appointment of a
                              guardian, receiver, curator bonis or other person
                              to exercise powers with respect to his property or
                              affairs;

      "RECOGNISED
      INVESTMENT EXCHANGE"    a recognised investment exchange as defined in
                              Section 207 of the Financial Services Act 1986 as
                              amended or modified from time to time

      "PRESCRIBED RATE"       an annual rate of interest equal to 2 per cent
                              above the base lending rate (or any equivalent or
                              successor lending rate) published from time to
                              time by National Westminster Bank PLC in London
                              being the base lending rate prevailing at the
                              close of business in London on the day immediately
                              preceding the day on which such rate falls to be
                              determined;


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      "RECOGNISED PERSON"     a recognised clearing house or a nominee of a
                              recognised clearing house or of a recognised
                              investment exchange which is designated for the
                              purposes of section 185(4) of the Act;

      "REGISTER"              the register of Members;

      "SEAL"                  the common seal of the Company and, as
                              appropriate, any official or securities seal
                              ("Securities Seal") that the Company has or may be
                              permitted to have under the Statutes;

      "SECRETARY"             the secretary of the Company or any other person
                              appointed to perform the duties of the secretary
                              of the Company, including a joint assistant or
                              deputy secretary;

      "STATUTES"              the Act and the Companies Act 1989 and the
                              Uncertificated Securities Regulations and every
                              other statute or statutory instrument, rule, order
                              or regulation from time to time in force
                              concerning companies so far as they apply to the
                              Company;

      "STERLING"              the lawful currency of the United Kingdom;

      "SUBSIDIARY             a subsidiary undertaking of the Company which is
      UNDERTAKING"            required by the Statutes to be included in
                              consolidated group accounts of the Company;

      "UNCERTIFICATED         the Uncertificated Securities Regulations 1995
      SECURITIES REGULATIONS" (SI1995 No 3272) including any modification of
                              them or any regulations in substitution of them
                              from time to time in force;

      "UNCERTIFICATED SHARE"  a share in the capital of the Company which is
                              recorded on the Register as being held in
                              uncertificated form and title to which may, by
                              virtue of the Uncertificated Securities
                              Regulations, be transferred by means of a relevant
                              system and references to a share being held in
                              uncertificated form are references to that share
                              being an uncertificated unit of a security and
                              shall be construed accordingly;

      "UNITED KINGDOM"        Great Britain and Northern Ireland.


2.2     In these Articles, unless the context otherwise requires:


                                       4
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        2.2.1   references to persons include references to natural persons
                corporations unincorporated associations and partnerships and
                any reference to any party who is an individual is also deemed
                to include their legal personal representative;

        2.2.2   words and expressions defined in the Statutes shall bear the
                same meaning in these Articles (but excluding any modification
                of the Statutes not in force at the date of these Articles and
                words and expressions expressly defined in these Articles)
                unless inconsistent with the subject or context;

        2.2.3   words and expressions defined in the Uncertificated Securities
                Regulations shall bear the same meaning in these Articles (but
                excluding any modification of the Uncertificated Securities
                Regulations not in force at the date of adoption of these
                Articles and words and expressions expressly defined in these
                Articles) unless inconsistent with the subject or context;

        2.2.4   where these Articles refer to a relevant system in relation to a
                share, the reference is to the relevant system in which that
                share is a participating security at the relevant time.

2.3     In these Articles:

        2.3.1   the headings are included for convenience only and do not affect
                the construction of these Articles;

        2.3.2   words denoting the singular include the plural and vice versa;
                and

        2.3.3   words denoting one gender include each gender and all other
                genders.

2.4     Where an ordinary resolution of the Company is expressed to be required
        for any purpose, a special or extraordinary resolution is also effective
        for that purpose and, where an extraordinary resolution is expressed to
        be required for any purpose, a special resolution is also effective for
        that purpose.

SHARE CAPITAL

3.      AUTHORISED SHARE CAPITAL

        The authorised share capital of the Company is (pound)1,000,000 divided
        into 500,000,000 Ordinary Shares of (pound)0.002 each.

4.      POWER TO ATTACH CLASS RIGHTS

        Subject to the Statutes and without prejudice to any special rights
        attached to any class of shares, any share in the Company (whether
        forming part of the present capital or not) may be issued with or have
        attached to them such special rights, conditions or restrictions as the
        Company may by ordinary resolution direct or failing such direction (but
        in the case of unclassified shares only) as the Board may determine.
        Where the equity share capital of the Company includes shares with


                                       5
<Page>

        different voting rights, the designation of each class of shares other
        than those with the most favourable voting rights will include the words
        "restricted voting" or "limited voting" or "non voting".

5.      AUTHORITY OF BOARD TO ALLOT SHARES

5.1     For the purpose of section 80 of the Act, the Board is generally and
        unconditionally authorised to exercise all powers of the Company to
        allot relevant securities as defined in the said section up to an
        aggregate nominal amount of (pound)1,000,000. This authority shall
        expire five years from the date of incorporation of the Company but may
        be previously revoked or varied by the Company in general meeting and
        may from time to time be renewed by the Company in general meeting for a
        further period not exceeding five years. The Company may make any offer
        or agreement before the expiry of this authority that would or might
        require relevant securities to be allotted after this authority has
        expired and the Board may allot relevant securities in pursuance of any
        such offer or agreement as if this authority had not expired.

5.2     The Board may allot equity securities for cash within the meaning of
        section 94 of the Act pursuant to the authority conferred by Article 5.1
        as if s.89(1) of the Act did not apply to any such allotment, provided
        that this authority shall:

        5.2.1   only apply in relation to that number of equity securities as
                shall not exceed an aggregate nominal amount of (pound)50,000;
                and

        5.2.2   expire on the fifth anniversary of the date of adoption of these
                Articles save that the Company may before such expiry date make
                any offer or agreement which would or might require equity
                securities to be allotted after the relevant expiry date and
                accordingly the Board may allot equity securities pursuant to
                any such offer or agreement as if such authority had not
                expired.

6.      COMMISSIONS

        The Company may exercise all powers of paying commission and brokerage
        conferred or permitted by the Statutes. Subject to the Statutes and, in
        the event the Ordinary Shares are listed on the London Stock Exchange or
        dealt in on AIM or any recognised investment exchange, to the rules of
        such stock exchange, any such commission or brokerage may be satisfied
        in cash or by the allotment of fully or partly paid shares in the
        Company or the grant of an option or share warrant to call for an
        allotment of shares or any combination of such methods as the Board may
        determine.

7.      TRUSTS NOT RECOGNISED

        Save as provided by these Articles or as ordered by a court of competent
        jurisdiction or otherwise required by law, no person shall be recognised
        (even when notice is given) by the Company as holding any share upon any
        trust and the Company shall not be bound by or required to recognise any
        equitable, contingent, future or partial interest in any share or


                                       6
<Page>

        any right whatsoever in respect of any share, other than an absolute
        right to the whole of the share in the registered holder.

8.      REDEEMABLE SHARES

        Subject to the Statutes, the Company may issue shares which are to be
        redeemed or are liable to be redeemed at the option of the Company or of
        the Member.

9.      PURCHASE OF OWN SHARES

        Subject to the Statutes, the Company may purchase its own shares
        (including any redeemable shares) or enter into such agreement
        (contingent or otherwise) in relation to the purchase of its own shares
        on such terms and in such manner as may be permitted by the Statutes.
        Neither the Company, nor the Board, shall be required to select the
        shares to be purchased rateably or in any other particular manner as
        between the holders of shares of the same class or as between them and
        the holders of shares of any other class or in accordance with the
        rights as to dividends or capital conferred by any class of shares.

10.     SHARE WARRANTS

        The Company may, in respect of any fully paid up share, issue a warrant
        (a "SHARE WARRANT") stating that the bearer is entitled to the shares
        therein specified.

        If any share warrant shall be worn out, defaced, or shall be alleged to
        have been destroyed, lost or stolen, a new share warrant may be issued
        upon receipt by the Company of a written request and delivery to the
        Company of such worn out or defaced share warrant or, if such share
        warrant shall be alleged to have been destroyed, lost or stolen, upon
        compliance with such conditions and delivery of any such indemnity and
        the payment of any out-of-pocket expenses of the Company as the Board
        may determine; provided that prior to the issue of any new share warrant
        the Company shall have satisfied itself beyond reasonable doubt that the
        original share warrant shall have been destroyed.

        A share warrant shall entitle the bearer, for the time being, of such
        warrant to the shares specified in the share warrant. The right to all
        the shares (but not some only) specified in a share warrant may be
        transferred by the delivery of the share warrant.

        The bearer of any share warrant shall be entitled, on surrendering such
        share warrant to the Company for cancellation, to have his name placed
        on the Register of Members.

        The bearer of a share warrant shall be treated as a member and the
        bearer shall accordingly have the same rights as if the bearer actually
        held the shares specified in such share warrant.


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<Page>

11.     VARIATION OF CLASS RIGHTS

        Subject to the Statutes, the rights attached to any class of shares may
        be modified, varied or abrogated (a) in such manner (if any) as may be
        provided by those rights or (b) in the absence of provision, either with
        the consent in writing of the holders of at least three fourths in
        nominal value of the issued shares of the class or with the sanction of
        an extraordinary resolution passed at a separate meeting of the holders
        of that class and then only subject to the provisions of section 127 of
        the Act. The rights attached to any class of share are not, unless
        otherwise expressly provided by these Articles or in the rights
        attaching to the shares of that class, deemed to be modified, varied or
        abrogated by the creation or issue of further shares ranking equally
        with every other share of that class or subsequent to them or by the
        purchase or redemption by the Company of its own shares in accordance
        with the Statutes and these Articles.

12.     CLASS MEETINGS

        A separate meeting for the holders of a class of shares shall be
        convened and conducted as nearly as possible in the same way as an
        extraordinary general meeting except that the necessary quorum (other
        than at an adjourned meeting) is 2 persons, present in person or by
        proxy, holding or representing by proxy at least one third in nominal
        value of the capital paid up on the issued shares of the class and, at
        an adjourned meeting, one person holding shares of the class in question
        present in person or by proxy and any holder of shares of the class in
        question present in person or by proxy and entitled to vote at the
        meeting may demand a poll and shall be entitled on a poll to one vote
        for every share of that class of which he is the holder. No Member,
        other than a Director, is entitled to notice of a separate class meeting
        or to attend unless he is a holder of shares of that class and no vote
        may be given except in respect of a share of that class.

UNCERTIFICATED SHARES

13.     UNCERTIFICATED SHARES

Subject to the provisions of the Uncertificated Securities Regulations, the
Company may issue shares which may be held evidenced and transferred through a
relevant system in uncertificated form, and where any share is held in
uncertificated form the Company shall not issue and no person shall be entitled
to receive a certificate in respect of such share at any time and for so long as
the title to the share is evidenced otherwise than by a certificate and
transfers may be made otherwise than by a written instrument by virtue of the
Articles. Title to shares in issue may be transferred and evidenced by a
relevant system. The Board shall have the power to implement any arrangements as
they may, in their absolute discretion, think fit in relation to the evidencing
and transfer of shares held in uncertificated form (subject always to the
Articles and the facilities and requirements of the relevant system concerned).

13.1    Conversion of shares held in certificated form into shares held in
        uncertificated form, and vice versa, may be made in such manner as the
        Board may, in its absolute discretion, think


                                       8
<Page>

        fit (subject always to the Articles and the facilities and requirements
        of the relevant system concerned).

13.2    The Company shall enter on the Register how many shares are held by each
        Member in uncertificated form and in certificated form and shall
        maintain the Register in each case as required by the Articles and the
        relevant system concerned.

13.3    Notwithstanding any provision of these Articles, shares in the capital
        of the Company that fall within a certain class shall not form a
        separate class of shares from other shares in that class because any
        share in that class is held in uncertificated form or is permitted in
        accordance with the Uncertificated Securities Regulations to become a
        participating security.

13.4    The provisions of Articles 15 and 16 shall not apply to uncertificated
        shares and to the extent that implementation of any other provision of
        the Articles shall be prohibited by the Uncertificated Securities
        Regulations, those provisions shall not apply to any uncertificated
        securities.

14.     COMPANY'S RIGHTS IN RESPECT OF UNCERTIFICATED SHARES

Where any class of shares is a participating security and the Company is
entitled under any provision of the Statutes, the Uncertificated Securities
Regulations or the Articles to sell, transfer, dispose of, forfeit, re-allot,
accept the surrender of or otherwise enforce a lien over a share held in
uncertificated form, the Company shall be entitled, subject to the provisions of
the Statutes, the Uncertificated Securities Regulations, the Articles and the
facilities and requirements of the relevant system:

14.1    to require the holder of that uncertificated share by notice to change
        that share into certificated form within the period specified in the
        notice and to hold that share in certificated form so long as required
        by the Company;

14.2    to require the holder of that uncertificated share by notice to give any
        instructions necessary to transfer title to that share by means of the
        relevant system within the period specified in the notice;

14.3    to require the holder of that uncertificated share by notice to appoint
        any person to take any step, including without limitation the giving of
        any instructions by means of the relevant system, necessary to transfer
        that share within the period specified in the notice; and

14.4    to take any action that the Board considers appropriate to achieve the
        sale, transfer, disposal of, forfeiture, re-allotment or surrender of
        that share or otherwise to enforce a lien in respect of it.


                                       9
<Page>

SHARE CERTIFICATES

15.     RIGHT TO SHARE CERTIFICATE

15.1    Subject to the Statutes, a person (except a recognised person in respect
        of whom the Company is not required by law to complete and have ready
        for delivery a certificate) on becoming the holder of a share is
        entitled to receive within 2 months after allotment (or such longer
        period as the terms of issue shall provide) or the lodgement of
        transfer, without payment, one certificate for all the certificated
        shares of each class registered in his name. In the case of joint
        holders, the Company shall not be bound to issue more than one
        certificate to all the joint holders and delivery of a certificate to
        any one of joint holders shall be sufficient delivery to all of them.
        Where part of the shares comprised in a certificate are transferred, the
        Member transferring is entitled, without payment, to a certificate for
        his retained holding. Certificated shares of different classes may not
        be included in the same certificate.

Every certificate shall be issued under the Seal or in accordance with Articles
132 or 133 or such other form of authentication as the Board may determine
having regard to the terms of issue and, in the event the Ordinary Shares are
listed on the London Stock Exchange or dealt in on AIM or any recognised
investment exchange, to the rules of such stock exchange (if any) shall specify
the number, class and distinguishing numbers (if any) of the shares to which it
relates and the amount paid up on them.

15.2    No Member shall be entitled to more than one certificate in respect of
        any one share held by him.

16.     REPLACEMENT CERTIFICATES

16.1    Where a Member holds two or more certificates for certificated shares of
        one class, the Board may at his request, on surrender of the original
        certificates and without charge, cancel the certificates and issue a
        single replacement certificate.

16.2    At the request of a Member, the Board may cancel a certificate and issue
        two or more in 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 Board may
        determine.

16.3    If any share certificate is worn out, defaced, destroyed or lost, the
        Board may cancel it and issue a replacement certificate on such terms as
        to provision of evidence and indemnity (with or without security) and to
        payment of exceptional out of pocket expenses incurred by the Company in
        the investigation of that evidence and the preparation of that indemnity
        and security as the Board may decide, but otherwise without charge and,
        where it is worn out or defaced, on delivery up of the old certificate.


                                       10
<Page>

CALLS ON SHARES

17.     CALLS

17.1    The Board may, subject to the provisions of these Articles and to any
        conditions of allotment, from time to time make such calls upon the
        Members in respect of any moneys unpaid on their shares (whether on
        account of the nominal value of the shares or premium) as it thinks fit
        and each Member shall (subject to receiving at least 14 clear days'
        notice specifying the time and place of payment) pay the amount of every
        call so made upon his shares to the Company at the time and place so
        specified.

17.2    A call may be made payable by instalments.

17.3    A call is deemed made as soon as the resolution of the Board authorising
        such call is passed and an entry in the minute book of a resolution of
        the Board making the call is conclusive evidence of the making of the
        call.

17.4    A call may be revoked or postponed in whole or in part as the Board may
        determine.

17.5    The joint holders of a share are jointly and severally liable to pay all
        calls in respect of the share. A person on whom a call is made remains
        liable to pay the amount called despite the subsequent transfer of the
        share in respect of which the call is made.

18.     INTEREST ON UNPAID CALLS

        If any amount in respect of any call or instalment of a call is not paid
        on or before the day appointed for payment, the person from whom the
        amount of the call or instalment is due shall pay interest on such
        amount at the Prescribed Rate from and including that date until but
        excluding the date of actual payment and all costs, charges and expenses
        that may have been incurred by reason of such non-payment. The Board
        may, if it thinks fit, waive payment of such interest or costs, charges
        or expenses in whole or in part.

19.     AMOUNTS DUE ON ALLOTMENT TREATED AS CALLS

        Any amount which by the terms of allotment of a share is made payable
        upon allotment or at any fixed date whether on account of the nominal
        amount of the share or premium, for all purposes of these Articles is
        deemed to be a call duly made and payable on the date fixed for payment
        and, in case of non-payment, the provisions of these Articles as to
        payment of interest and expenses, forfeiture or otherwise shall apply as
        if such amount were a call duly made and notified.

20.     POWER TO DIFFERENTIATE

        The Board may, if it thinks fit, on the issue of shares differentiate
        between the holders of such shares as to the amount of calls to be paid
        and the time of payment of such calls.


                                       11
<Page>

21.     PAYMENT IN ADVANCE

        The Board may receive from any Member willing to advance the same, all
        or any part of the amounts uncalled and unpaid on shares held by him.
        The Board may pay interest on the amount paid in advance (until the same
        would, but for such advance, become presently payable) at a rate as may
        be agreed between it and such Member not exceeding, without the consent
        of the Company in general meeting, the Prescribed Rate.

FORFEITURE

22.     NOTICE IF CALL NOT PAID

        If a Member fails to pay in full any call or instalment of a call on or
        before the day appointed for payment, the Board may serve a notice on
        him or on a person entitled by transmission to the share in respect of
        which the call was made requiring payment of so much of the call or
        instalment as is unpaid, together with any interest which may have
        accrued and all costs, charges and expenses incurred by the Company by
        reason of such non-payment.

23.     SHARES LIABLE TO BE FORFEITED

        The notice shall name a further day (not being less than 14 clear days'
        from the date of service of the notice) on or before which, and the
        place where, the payment is to be made and shall state that if the
        notice is not complied with the shares in respect of which the call was
        made will be liable to be forfeited.

24.     FORFEITURE

        If the notice referred to in the previous Article is not complied with,
        any share in respect of which it has been given may, at any time before
        payment required by the notice has been made, be forfeited by a
        resolution of the Board. Such forfeiture shall include all dividends
        declared or other amounts payable in respect of the forfeited share and
        not actually paid before forfeiture.

25.     NOTICE AFTER FORFEITURE

        When a share has been forfeited, the Company shall serve notice of the
        forfeiture on the person who was before forfeiture the holder of the
        share or the person entitled by transmission to the share. An entry of
        the fact and date of forfeiture shall be made in the Register. No
        forfeiture is invalidated by an omission to give notice or to make those
        entries.

26.     DISPOSAL OF FORFEITED SHARE

        Subject to the provisions of the Statutes, a forfeited share and all
        rights attaching to it shall become the property of the Company and may
        be sold, re-allotted or otherwise disposed of either to the person who
        was its holder before such forfeiture or to any other person on


                                       12
<Page>

        such terms and in such manner as the Board shall think fit. At any time
        before a sale, re-allotment or disposal, the forfeiture may be cancelled
        on such terms as the Board may think fit. Where a forfeited share held
        in certificated form is to be transferred to any person the Board may
        authorise some person to execute an instrument of transfer of a
        forfeited share to the transferee. Where a forfeited share held in
        uncertificated form is to be transferred to any person, the Board may
        exercise any of the Company's powers under Article 14.3 to effect the
        transfer of the share to that person. The Company may receive the
        consideration (if any) for the share on its disposal and may register
        the transferee as the holder of the share.

27.     ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE

        A Member whose shares have been forfeited shall cease to be a Member in
        respect of such shares and shall, if the share is a certificated share,
        surrender to the Company the certificate for the forfeited shares. He
        remains liable to pay and shall immediately pay to the Company all
        moneys which at the date of forfeiture were presently payable by him to
        the Company in respect of the shares together with interest from the
        time of forfeiture until payment at the Prescribed Rate.

28.     EVIDENCE OF FORFEITURE

        A statutory declaration in writing that the declarant is the Secretary
        or a Director and that a share has been forfeited on a date stated in
        the declaration is conclusive evidence of the facts stated in the
        declaration as against all persons claiming to be entitled to the share
        and such declaration shall (subject, if necessary, to the execution of
        an instrument of transfer or transfer by means of the relevant system,
        as the case may be) constitute good title to the share. The person to
        whom the share is disposed of shall be registered as the holder of the
        share and is not bound to see to the application of the purchase money
        (if any) and his title to the share is not affected by any irregularity
        in or invalidity of the proceedings with reference to the forfeiture or
        disposal of the share.

29.     SURRENDER

        The Board may accept a surrender of any share liable to be forfeited
        under this Article and in that case references in the Articles to
        forfeiture shall include surrender.

LIEN

30.     LIEN ON SHARES NOT FULLY PAID

        The Company has a first and paramount lien on every share (not being a
        share which is fully paid up) registered in the name of any Member,
        either alone or jointly with any other person, for an amount payable in
        respect of the share, whether the due date for the payment has arrived
        or not. The lien extends to all dividends from time to time declared or
        other moneys payable in respect of the share but the Board may at any
        time declare any share to be exempt, in whole or in part, from the
        provisions of this Article.


                                       13
<Page>

31.     ENFORCEMENT OF LIEN BY SALE

        For the purposes of enforcing the lien the Company may sell, in such
        manner as the Board thinks fit, any share on which the Company has a
        lien, if the due date for payment of the relevant amounts has arrived
        and payment is not made within 14 clear days after a notice in writing,
        stating and demanding payment of the amounts presently payable and
        giving notice of intention to sell in default, has been given to the
        holder of the share or the person entitled by transmission to the share.
        To give effect to a sale, the Board may, if the shares are certificated
        shares, authorise a person to execute an instrument of transfer of
        shares in the name and on behalf of the holder or the person entitled by
        transmission to, or in accordance with the directions of, the purchaser.
        If the shares are uncertificated shares the Board may exercise any of
        the Company's powers under Article 14.3 to effect the transfer of the
        shares to, or in accordance with the directors of, the purchaser. The
        purchaser is not bound to see to the application of the purchase money
        and his title to the share is not affected by any irregularity in or
        invalidity of the proceedings connected with the sale.

32.     APPLICATION OF PROCEEDS OF SALE

        The net proceeds of a sale effected by the preceding Article, after
        payment of the costs of the sale, shall be applied in or towards payment
        or satisfaction of so much of the sum in respect of which the lien
        exists as is presently payable. Any residue shall (whether the shares
        sold are certificated shares or uncertificated shares, subject to a like
        lien for any moneys not presently payable as existed upon the shares
        prior to the sale and, if the shares sold are certificated shares, on
        surrender to the Company for cancellation of the certificate for the
        shares sold or the provision of an indemnity (with or without security)
        as to any lost or destroyed certificate required by the Board) be paid
        to the holder of or the person entitled by transmission to the shares
        immediately prior to the sale.

TRANSFER OF SHARES

33.     FORM OF TRANSFER

        Subject to these Articles, any Member may transfer all or any of his
        certificated shares by instrument of transfer in writing in any usual
        form or in such other form as the Board may approve and the instrument
        must be signed by or on behalf of the transferor and (except in the case
        of a share which is fully paid up) by or on behalf of the transferee but
        need not be under seal. The transferor is deemed to remain the holder of
        the share until the name of the transferee is entered in the Register in
        respect of it.

34.     RIGHT TO REFUSE REGISTRATION

34.1    Subject to Article 43, the Board may refuse to register a transfer of a
        certificated share unless the instrument of transfer:

        34.1.1  is in respect of only one class of shares;


                                       14
<Page>

        34.1.2  is in favour of not more than four joint transferees;

        34.1.3  is duly stamped (if required); and

        34.1.4  is delivered for registration to the Office or such other place
                as the Board may decide accompanied by the certificate for the
                shares to be transferred (save in the case of a transfer by a
                recognised person to whom no certificate was issued) and such
                other evidence as the Board may reasonably require to prove the
                title of the transferor and the due execution by him of the
                transfer or, if the transfer is executed by some other person on
                his behalf, the authority of that person to do so.

34.2    The Board may impose restrictions upon the transfer of a certificated
        share which is not fully paid, provided that the restrictions are not
        such as to prevent dealings in the shares from taking place on an open
        and proper basis.

34.3    In the event that the Ordinary Shares are listed on the London Stock
        Exchange or dealt in on AIM or any recognised investment exchange, the
        Board may, in exceptional circumstances approved by such stock exchange
        or investment exchange, disapprove the transfer of a certificated share,
        provided that exercise of such powers does not disturb the market.

34.4    In the event that the Ordinary Shares are listed on the London Stock
        Exchange or dealt in on AIM or any recognised investment exchange, the
        Board may refuse to register the transfer of an uncertificated share in
        any circumstances permitted by such stock exchange or investment
        exchange, the Uncertificated Securities Regulations and the rules and
        practices of the operator of the relevant system.

35.     NOTICE OF REFUSAL TO REGISTER

        If the Board refuses to register a transfer of any share it shall within
        2 months after the date on which the transfer was lodged with the
        Company or the operator instruction was received, as the case may be,
        send to the transferor and the transferee notice of the refusal.

36.     FEES ON REGISTRATION

        No fee shall be charged for the registration of a transfer or other
        document relating to or affecting the title to any share or for making
        any entry in the Register affecting the title to any share.

37.     SUSPENSION OF REGISTRATION AND CLOSING OF REGISTER

        Subject to the provisions of section 358 of the Act, the registration of
        transfers of shares or of any class of shares may be suspended at such
        times and for such periods as the Board may determine but the Register
        shall not be closed for more than 30 days in any year and the Board may
        not suspend the registration of transfers of any participating security
        without the consent of the operator of the relevant system.


                                       15

<Page>

38.     RETENTION OF INSTRUMENTS OF TRANSFER

        Subject to the following Article, all instruments of transfer which are
        registered may be retained by the Company but any instrument of transfer
        which the Board refuses to register shall (except in the case of
        suspected fraud) be returned to the person depositing it.

39.     DESTRUCTION OF DOCUMENTS

39.1    The Company may destroy (a) all instruments of transfer of shares which
        have been registered, and all other documents on the basis of which any
        entry is made in the Register, at any time after the expiration of six
        years from the date of registration; (b) all dividend mandates or any
        variation or cancellation of them or notifications of change of address
        or name at any time after the expiration of two years from the date of
        recording them; (c) all cancelled share certificates at any time after
        the expiration of one year from the date of cancellation; and (d) any
        other document on the basis of which any entry in the Register is made
        at any time after the expiration of six years from the date an entry was
        made in the Register. It shall conclusively be presumed in favour of the
        Company that every instrument of transfer so destroyed was a valid and
        effective instrument duly and properly registered and that every share
        certificate so destroyed was a valid certificate duly and properly
        cancelled and that every other document destroyed was a valid and
        effective document in accordance with the recorded particulars in the
        books or records of the Company.

39.2    The provisions of this Article shall apply only to the destruction of
        documents in good faith and without notice of any claim to the Company
        (regardless of the parties to the claim) that the document might be
        relevant to the claim.

39.3    Nothing contained in this Article imposes on the Company any liability
        in respect of the destruction of any such document earlier than provided
        for in this Article or in any case where the conditions of this Article
        are not fulfilled.

39.4    References in this Article to the destruction of any document include
        references to its disposal in any manner.

TRANSMISSION OF SHARES

40.     ON DEATH

        If a Member dies, the survivor or survivors (where the deceased was a
        joint holder) and the executors or administrators of the deceased (where
        he was a sole or only surviving holder) shall be the only persons
        recognised by the Company as having any title to his interest in the
        shares. Nothing in these Articles releases the estate of a deceased
        holder (whether sole or joint) from any liability in respect of any
        share held by him.


                                       16
<Page>

41.     ELECTION OF PERSON ENTITLED BY TRANSMISSION

41.1    Any person becoming entitled by transmission to a share may, upon such
        evidence as to title being provided as the Board may require, elect
        either to be registered himself as holder of the share or have a person
        nominated by him registered as holder. All the provisions of these
        Articles relating to the transfer of shares apply to any such notice or
        transfer as if the death or bankruptcy or other event giving rise to
        transmission had not occurred and the notice or transfer was executed by
        such Member.

41.2    If any person becoming entitled by transmission to a certificated share
        elects to be registered himself he shall give notice in writing to the
        Company to that effect. If he elects to have another person registered,
        and the share is a certificated share, he shall execute an instrument of
        transfer of the share to that person. If he elects to become holder or
        have another person registered and the share is an uncertificated share,
        he shall take any action the Board may require (including without
        limitation the execution of any document and the giving of any
        instruction by means of a relevant system) to enable himself or that
        person to be registered as the holder of the share.

41.3    The Board may give notice requiring a person to make the election
        referred to in this Article. If that notice is not complied with within
        60 days the Board may withhold payment of all dividends and other
        amounts payable in respect of the share until notice of election has
        been made.

42.     RIGHTS ON TRANSMISSION

        Save as otherwise provided by these Articles, a person becoming entitled
        by transmission to a share shall be entitled to receive, and may give a
        good discharge for, all benefits arising or accruing on or in respect of
        the share and the same dividends and other advantages to which he would
        be entitled if he were the registered holder of the share. However, the
        person entitled by transmission is not entitled to exercise any right
        conferred by membership in relation to meetings of the Company until he
        shall have been registered as a Member in respect of the share. Where a
        person becomes entitled by transmission to a share, the rights of the
        holder in relation to that share cease.

DISCLOSURE OF INTERESTS IN SHARES

43.     SANCTIONS FOR FAILURE TO DISCLOSE INTEREST IN SHARES

43.1    Where notice is served by the Company under section 212 of the Act (a
        "section 212 notice") on a Member, or another person whom the Company
        knows or has reasonable cause to believe to be interested in shares held
        by that Member, and the Member or other person has failed in relation to
        any shares (the "default shares", which expression includes any shares
        issued after the date of the section 212 notice in right of those
        shares) to give the Company the information required within 14 days from
        the date of service of the section 212 notice, the following sanctions
        apply, unless the Board otherwise decides:


                                       17
<Page>

        43.1.1  the Member is not entitled in respect of the default shares to
                be present or be counted in the quorum or to vote (either in
                person or by proxy) at a general meeting or at a separate
                meeting of the holders of a class of shares or on a poll or to
                exercise other rights conferred by membership in relation to the
                meeting or poll; and

        43.1.2  where the default shares represent at least 0.25 per cent. in
                nominal value of the issued shares of their class:

                (a)     a dividend (or any part of a dividend) or other amount
                        payable in respect of the default shares shall be
                        withheld by the Company, which has no obligation to pay
                        interest on it, and the Member is not entitled to elect,
                        pursuant to Article 151, to receive shares instead of a
                        dividend; and

                (b)     no transfer of any of the default shares shall be
                        registered unless (1) the transfer is an excepted
                        transfer or (2) the Member is not himself in default in
                        supplying the information required and the Member proves
                        to the satisfaction of the Board that no person in
                        default in supplying the information required is
                        interested in any of the shares the subject of the
                        transfer or (3) registration of the transfer is required
                        by the Uncertificated Securities Regulations.

43.2    Where a person who has an interest in American Depositary Shares
        receives a notice under this Article 43, that person is considered for
        the purposes of this Article 43 to have an interest in the number of
        Ordinary Shares represented by those American Depositary Shares which is
        specified in the notice and not in the remainder of the Ordinary Shares
        held by the ADR Depositary.

43.3    Where the ADR Depositary receives a notice under this Article 43, the
        ADR Depositary shall only be required to supply information relating to
        any person who has an interest in the Ordinary Shares held by the ADR
        Depositary which has been recorded by the ADR Depositary under the
        arrangements made with the Company (including in the Proxy Register
        maintained under Article 170) when it was appointed as the ADR
        Depositary.

44.     REMOVAL OF SANCTIONS AND CONVERSION OF UNCERTIFICATED SHARES

44.1    The sanctions under Article 43 cease to apply 7 days after the earlier
        of receipt by the Company of:

        44.1.1  notice of registration of an excepted transfer, in relation to
                the default shares the subject of the excepted transfer;

        44.1.2  all information required by the section 212 notice, in a form
                satisfactory to the Board, in relation to any default shares;
                and

        44.1.3  the Company may exercise any of its powers under Article 14.3 in
                respect of any default shares in uncertificated form.


                                       18
<Page>

45.     NOTICE TO PERSON OTHER THAN A MEMBER

        Where, on the basis of information obtained from a Member in respect of
        a share held by him, the Company issues a section 212 notice to another
        person, it shall at the same time send a copy of the section 212 notice
        to the Member, but the accidental omission to do so, or the non-receipt
        by the Member of the copy, does not invalidate or otherwise affect the
        application of Article 43.

46.     INTEREST IN SHARES, FAILURE TO GIVE INFORMATION AND EXCEPTED TRANSFERS

46.1    For the purpose of Articles 43 to 45:

        46.1.1  "INTERESTED" has the same meaning as that set out in section 212
                of the Act;

        46.1.2  reference to a person having failed to give the Company the
                information required 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 a material particular or having recklessly given
                information which is false in a material particular;

        46.1.3  "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
                recognised investment exchange or another stock exchange outside
                the United Kingdom on which shares in the capital of the Company
                are normally traded; or (c) a transfer which is shown to the
                satisfaction of the Board to be made in consequence of a sale of
                the whole of the beneficial interest in the shares to a person
                who is unconnected with the Member and with any other person
                appearing to be interested in the shares.

46.2    The provisions of Articles 43 to 46 are in addition and without
        prejudice to the provisions of the Statues.

ALTERATIONS TO CAPITAL

47.     INCREASE, CONSOLIDATION, SUB-DIVISION AND CANCELLATION

47.1    The Company may by ordinary resolution:

        47.1.1  increase its share capital by a sum to be divided into shares of
                an amount prescribed by the resolution;

        47.1.2  consolidate and divide all or any of its share capital into
                shares of a larger amount than its existing shares;


                                       19
<Page>

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

        47.1.4  subject to the Statutes, sub-divide all or any of its shares
                into shares of a smaller amount and may by the resolution
                determine that the shares resulting from such sub-division may
                have any preferred or other special rights or be subject to any
                restrictions, as compared with the others.

48.     REDUCTION OF CAPITAL

        Subject to the Statutes and to the rights attached to existing shares,
        the Company may by special resolution reduce its share capital, any
        capital redemption reserve fund or any share premium account in any
        manner.

49.     FRACTIONS

        If, as the result of consolidation and division or sub-division of
        shares, Members become entitled to fractions of a share, the Board may
        on behalf of the Members deal with the fractions as it thinks fit. In
        particular, the Board may:

49.1    sell fractions of a share to a person (including, subject to the
        Statutes, to the Company) for the best price reasonably obtainable and
        distribute the net proceeds of sale in due proportion amongst the
        persons entitled (except that if the amount due to a person is less than
        (pound)3, or such other sum as the Board may decide, the sum may be
        retained for the benefit of the Company). Where certificated shares are
        to be sold, the Board may authorise a person to execute an instrument of
        transfer of shares to, or in accordance with the directions of, the
        purchaser and may cause the name of the purchaser or transferee to be
        entered in the Register as the holder of the shares. Where
        uncertificated shares are to be sold, the Board may do all acts and
        things it considers necessary or expedient to effect the transfer of the
        shares to, or in accordance with the directions of, the purchaser. The
        purchaser is not bound to see to the application of the purchase money
        and the title of the transferee to the shares is not affected by an
        irregularity or invalidity in the proceedings connected with the sale;
        or

49.2    subject to the Statutes, issue to a Member credited as fully paid up by
        way of capitalisation the minimum number of shares required to round up
        his holding of shares to a number which, following consolidation and
        division or sub-division, leaves a whole number of shares (such issue
        being deemed to have been effected immediately before consolidation or
        sub-division, as the case may be). The amount required to pay up those
        shares may be capitalised as the Board thinks fit out of amounts
        standing to the credit of reserves (including a share premium account,
        capital redemption reserve and profit and loss account), whether or not
        available for distribution, and applied in paying up in full the
        appropriate number of shares. A resolution of the Board capitalising
        part of the reserves has the same effect as if the capitalisation had
        been declared by ordinary resolution of the Company pursuant to Article
        153. In relation to the capitalisation the Board may exercise


                                       20
<Page>

        all the powers conferred on it by Article 153 without an ordinary
        resolution of the Company.

GENERAL MEETINGS

50.     ANNUAL GENERAL MEETING

        An annual general meeting of the Company shall be held in each year (in
        addition to any other meetings which may be held in that year) and such
        meeting shall be specified as the annual general meeting in the notice
        calling it. Not more than fifteen months shall elapse between the date
        of one annual general meeting and the date of the next. Subject to the
        provisions of this Article and of the Statutes, the annual general
        meeting shall be held at such time and place as the Board shall appoint.

51.     EXTRAORDINARY GENERAL MEETING

        All general meetings other than annual general meetings are called
        extraordinary general meetings.

52.     CONVENING OF EXTRAORDINARY GENERAL MEETINGS

        The Board may convene an extraordinary general meeting whenever it
        thinks fit. The Board must convene an extraordinary general meeting on
        receipt of a requisition in accordance with the Statutes or, in default,
        an extraordinary general meeting may be convened by such
        requisitionists, as provided by the Statutes. If at any time there are
        not sufficient Directors capable of acting to form a quorum of the Board
        any Director or any two Members may convene an extraordinary general
        meeting in the same manner as nearly as possible as that in which
        meetings may be convened by the Board. In the case of an extraordinary
        general meeting convened on a requisition or by requisitionists, no
        business other than that stated in the requisition or proposed by the
        Board shall be transacted.

53.     LENGTH AND FORM OF NOTICE

        At least 21 clear days' notice of every annual general meeting and of
        every extraordinary general meeting at which it is proposed to pass a
        special resolution and at least 14 clear days' notice of every other
        extraordinary general meeting shall be given, in the manner set out
        below, to such Members as are, under the provisions of these Articles,
        or the terms of issue of shares, entitled to receive such notices from
        the Company and to the Auditors. Every notice of meeting shall specify
        whether the meeting is an annual general meeting or an extraordinary
        general meeting, the place, date and time of the meeting, in the case of
        special business, the general nature of such business, if a meeting is
        convened to pass a special or extraordinary resolution, the intention to
        propose the resolution as a special or extraordinary resolution (as the
        case may be) and shall state, with reasonable prominence, that a Member
        entitled to attend and vote at the meeting is entitled to appoint one or
        more proxies to attend and, on a poll, vote instead of him and that a
        proxy need not also be a Member.


                                       21
<Page>

54.     MEETING CALLED ON SHORT NOTICE

        A meeting, although called by shorter notice than that specified in the
        preceding Article, is deemed to be duly called if it is so agreed:

54.1    in the case of an annual general meeting, by all the Members entitled to
        attend and vote at the meeting; and

54.2    in the case of any other meeting, by a majority in number of the Members
        having a right to attend and vote at the meeting, being a majority
        together holding not less than 95 per cent in nominal value of the
        shares giving a right to attend and vote at the meeting.

55.     OMISSION TO SEND NOTICE

        The accidental omission to give notice of any meeting or, in cases where
        it is sent out with the notice, an instrument of proxy to, or the
        non-receipt of either by, any person entitled to receive notice does not
        invalidate any resolution passed or proceedings held at that meeting.

56.     SPECIAL BUSINESS

        All business that is transacted at an extraordinary general meeting is
        deemed special and all business that is transacted at an annual general
        meeting shall also be deemed special, with the exception of declaring a
        dividend, the receipt, consideration and adoption of the accounts and
        the reports of the Directors and the Auditors and any other documents
        accompanying or annexed to the balance sheet, the appointment of
        Directors and the Auditors and the fixing of, or determination of the
        manner of fixing, the remuneration of the Auditors.

PROCEEDINGS AT GENERAL MEETINGS

57.     QUORUM

        No business shall be transacted at any general meeting unless a quorum
        is present when the meeting proceeds to business. Two persons entitled
        to vote, each being a Member or a proxy for a Member, shall be a quorum.
        The absence of a quorum does not prevent the appointment of a chairman
        in accordance with these Articles, where such appointment is not treated
        as part of the business of the meeting.

58.     CHAIRMAN

        The chairman of the Board or, in his absence, the deputy chairman shall
        preside at every general meeting; but if there is no chairman or deputy
        chairman or neither is willing or able to preside or if neither is
        present within 15 minutes after the time fixed for the start of the
        meeting, the Directors present shall choose a Director or, if only one
        Director is present and willing to act, he shall be chairman. In
        default, the Members present in person or by proxy shall choose one of
        their number to be chairman of the meeting.


                                       22
<Page>

59.     QUORUM NOT PRESENT

59.1    If within 15 minutes (or such longer period as the chairman in his
        absolute discretion may decide) from the time fixed for the start of a
        general meeting a quorum is not present, the meeting, if convened by or
        on the requisition of Members, shall be dissolved. In any other case it
        shall stand adjourned to such time and place as the chairman of the
        meeting may decide.

59.2    At an adjourned meeting if a quorum is not present within 15 minutes (or
        such longer period as the chairman in his absolute discretion may
        decide) from the time fixed for the start of the meeting the adjourned
        meeting shall be dissolved.

59.3    The Company shall give not less than 7 clear days' notice, specifying
        the place, date and time of any meeting adjourned for the lack of a
        quorum and the notice shall state the quorum requirement.

60.     ADJOURNED MEETING

60.1    The chairman of the meeting may, with the consent of the meeting at
        which a quorum is present (and shall, if so directed by the meeting)
        adjourn any meeting from time to time and from place to place or for an
        indefinite period. Without prejudice to any other power which he may
        have under the provisions of the Articles or at common law, the chairman
        may, without the consent of the meeting, interrupt or adjourn a meeting
        from time to time and from place to place or for an indefinite period if
        he decides that it has become necessary to do so in order to (1) secure
        the proper and orderly conduct of the meeting or (2) give all persons
        entitled to do so a reasonable opportunity of speaking and voting at the
        meeting or (3) ensure that the business of the meeting is properly dealt
        with.

60.2    Whenever a meeting is adjourned for 30 days or more or for an indefinite
        period, at least 7 clear days' notice, specifying the place, date and
        time of the adjourned meeting shall be given as in the case of an
        original meeting and the general nature of the business to be
        transacted.

60.3    Except in the circumstances set out in Articles 59.3 and 60.2, no Member
        shall be entitled to any notice of an adjournment or of the business to
        be transacted at an adjourned meeting. No business shall be transacted
        at any adjourned meeting other than the business which might have been
        transacted at the meeting from which the adjournment took place.

61.     ACCOMMODATION OF MEMBERS AT MEETING

        If it appears to the chairman that the meeting place specified in the
        notice convening the meeting is inadequate to accommodate all Members
        entitled and wishing to attend, the meeting is duly constituted and its
        proceedings valid if the chairman is satisfied that adequate facilities
        are available to ensure that a Member who is unable to be accommodated
        is able to (1) participate in the business for which the meeting has
        been convened and (2) hear and see all persons present who speak
        (whether by the use of


                                       23
<Page>

        microphones, loud-speakers, audio-visual communications equipment or
        otherwise), whether in the meeting place or elsewhere, and (3) be heard
        and seen by all other persons present in the same way.

62.     SECURITY

        The Board may make any arrangement and impose any restriction it
        considers appropriate to ensure the security of a meeting including,
        without limitation, the searching of a person attending the meeting and
        the restriction of the items of personal property that may be taken into
        the meeting place. The Board is entitled to refuse entry to a meeting to
        a person who refuses to comply with these arrangements or restrictions.

63.     ORDER OF MEETING

        The chairman shall take such action as he thinks fit to promote the
        orderly conduct of general meetings. The decision of the chairman on
        points of order, matters of procedure or arising incidentally out of the
        business of the meeting shall be final and conclusive, as shall be his
        determination, in good faith, whether any point or matter is of such a
        nature.

64.     AMENDMENT OF RESOLUTIONS

        If an amendment proposed to a resolution under consideration is ruled
        out of order by the chairman of the meeting, the proceedings on the
        substantive resolution are not invalidated by an error in his ruling.

65.      MEMBERS' RESOLUTION IN WRITING

        A resolution in writing signed by or on behalf of all the Members who
        would have been entitled to vote on it as if it had been passed at a
        general meeting at which he was present is as valid and effective as a
        resolution passed at a general meeting duly convened and held and may
        consist of several documents in the same form each duly signed by or on
        behalf of one or more Members. If the resolution in writing is described
        as a special resolution or as an extraordinary resolution, it has effect
        as such.

VOTING

66.     METHOD OF VOTING

66.1    At a general meeting, an ordinary resolution put to the vote of the
        meeting is decided on a show of hands unless, before or on the
        declaration of the result of the show of hands, a poll is demanded by:

        66.1.1  the chairman of the meeting; or

        66.1.2  not less than 5 Members present in person or by proxy and
                entitled to vote at the meeting; or


                                       24
<Page>

        66.1.3  a Member or Members present in person or by proxy and
                representing in aggregate not less than one-tenth of the total
                voting rights of all the Members having the right to vote at the
                meeting; or

        66.1.4  by a Member or Members present in person or by proxy holding
                shares in the Company conferring a right to vote at the meeting
                being shares on which an aggregate sum has been paid up equal to
                not less than one-tenth of the total sum paid up on all the
                shares conferring that right.

66.2    All special resolutions and extraordinary resolutions shall only be
        decided on a poll.

66.3    Unless a poll is demanded and the demand is not withdrawn a declaration
        by the chairman of the meeting that a resolution has, on a show of
        hands, been carried or carried unanimously or by a particular majority
        or lost or not carried by a particular majority, and an entry to that
        effect in the minute book of the Company, is conclusive evidence of the
        fact without proof of the votes recorded in favour of or against such
        resolution.

67.     PROCEDURE ON A POLL

67.1    A poll demanded on the election of a chairman or on a question of
        adjournment shall be taken forthwith. A poll demanded on any other
        question shall be taken at such time (not being more than 30 days from
        the date of the meeting or the adjourned meeting at which such poll is
        demanded) and place and in such manner as the chairman of the meeting
        directs and the result of the poll is deemed to be the resolution of the
        meeting at which the poll is demanded. No notice need be given of a poll
        not taken immediately if the time and place at which it is to be taken
        are announced at the meeting at which it is demanded. In any other case,
        at least 7 clear days' notice shall be given specifying the time and
        place at which the poll is to be taken.

67.2    If a poll is properly demanded, it shall be taken in such manner as the
        chairman directs. He may appoint scrutineers, who need not be Members,
        and may fix a time and place for declaring the result of the poll. The
        result of the poll is deemed to be the resolution of the meeting at
        which the poll is demanded.

67.3    The demand for a poll may be withdrawn but only with the consent of the
        chairman. A demand withdrawn in this way validates the result of a show
        of hands declared before the demand is made. In the case of a poll
        demanded before the declaration of the result of a show of hands, the
        meeting shall continue as if the demand had not been made.

67.4    The demand for a poll (other than on the election of the chairman or on
        a question of adjournment) does not prevent the continuance of a meeting
        for the transaction of any business other than the question on which a
        poll has been demanded.


                                       25
<Page>

68.     CASTING VOTE

        In the case of an equality of votes, whether on a show of hands or on a
        poll, the chairman of the meeting is entitled to a further or casting
        vote in addition to the votes to which he may be entitled as a Member.

69.     OBJECTION TO AND ERROR IN VOTING

        Any objection raised to the qualification of any voter, or to the
        counting of or failure to count any vote, does not invalidate the
        decision of the meeting on any resolution unless it is raised at the
        meeting or adjourned meeting at which the vote objected to is tendered
        or at which the error occurs. Any objection or error shall be referred
        to the chairman of the meeting and only invalidates the decision of the
        meeting on any resolution if the chairman decides that the same is of
        sufficient magnitude to affect the decision of the meeting. The decision
        of the chairman on such matters is final and conclusive.

70.     VOTES OF MEMBERS

70.1    Subject to any special terms as to voting upon which any share may be
        issued, or may be held, and subject to the provisions of these Articles,
        on a show of hands every Member present in person and entitled to vote
        shall have one vote and on a poll every Member present in person or by
        proxy and entitled to vote shall have one vote for every share of which
        he is the holder.

70.2    If any Member is a person with mental disorder or is otherwise
        incapacitated he may vote, whether on a show of hands or on a poll, by
        his guardian, receiver, curator bonis or other person authorised for
        that purpose and appointed by the Court either personally or by proxy if
        such evidence as the Board may reasonably require of the authority of
        the person claiming to exercise the right to vote is received at the
        Office (or other place specified in accordance with the Articles for the
        deposit of instruments of proxy) within the time limits prescribed by
        the Articles for the deposit of instruments of proxy for use at the
        meeting or adjourned meeting or poll at which such person is to vote.

70.3    If two or more persons are jointly entitled to a share, the vote of the
        senior who tenders a vote, whether in person or by proxy, shall be
        accepted to the exclusion of the votes of the other holders of the share
        and seniority is determined by the order in which the names stand in the
        Register.

71.     RESTRICTION ON VOTING RIGHTS

        No Member is entitled to be present or to be counted in the quorum or
        vote, either in person or by proxy, at any general meeting or at any
        separate meeting of the holders of a class of shares or on a poll or to
        exercise other rights conferred by membership in relation to the meeting
        or poll, unless all calls or other moneys due and payable in respect of
        the share have been paid. This restriction ceases on payment of the
        amount outstanding and all costs, charges and expenses incurred by the
        Company by reason of non-payment.


                                       26
<Page>

72.     VOTING BY PROXY

        A proxy need not be a Member and a Member may appoint one or more than
        one person to act as his proxy. On a poll votes may be given in person
        or by proxy and a Member entitled to more than one vote need not, if he
        votes, use all of his votes or cast all the votes he uses in the same
        way. Deposit of an instrument of proxy does not prevent a Member from
        attending and voting in person at the meeting or an adjournment or on a
        poll. An instrument of proxy is (unless the contrary is stated in it)
        valid for an adjournment of the meeting as well as for the meeting or
        meetings to which it relates. An instrument of proxy is valid for 12
        months from the date of execution.

73.     APPOINTMENT OF MORE THAN ONE PROXY

        If a Member appoints more than one person to act as his proxy the
        instrument appointing each proxy shall specify the shares held by the
        Member in respect of which each proxy is to vote and no Member may
        appoint more than one proxy (save in the alternate) to vote in respect
        of any one share held by that Member. When two or more valid but
        differing instruments of proxy are delivered for the same share for use
        at the same meeting, the one which is last validly delivered (regardless
        of its date or the date of its execution) shall be treated as replacing
        and revoking the other or others as regards that share.

74.     EXECUTION OF PROXY

        The instrument appointing a proxy shall be in writing in any usual form
        or in such other form as the Board may approve executed by the
        appointor, or his attorney duly authorised in writing, or if the
        appointor is a corporation, under its seal or under the hand of its
        officer or attorney or other person duly authorised to sign. The
        Directors may require evidence of authority of such officer or attorney.

75.     PROXY VALID THOUGH AUTHORITY REVOKED

        A vote given or poll demanded by a proxy or authorised representative of
        a company is valid notwithstanding termination of his authority unless
        notice in writing of the termination is received at the Office (or other
        place specified in accordance with the Articles for the deposit of
        instruments of proxy) one hour at least before the time fixed for
        holding the meeting or adjourned meeting at which the vote is given or
        (where the poll is taken other than on the same day as the meeting or
        adjourned meeting) the time appointed for the taking of the poll at
        which the vote is cast.

76.     PROXY CAN DEMAND A POLL

        The instrument appointing a proxy is deemed (unless the contrary is
        stated in it) to confer authority to demand or join in demanding a poll
        and to vote on a resolution or other business which may properly come
        before the meeting or meetings for which it is given as the proxy thinks
        fit.

                                       27
<Page>

77.     DEPOSIT OF PROXY

77.1    The instrument appointing a proxy and the power of attorney or other
        authority, if any, under which it is signed, or a copy of it notarially
        certified, or certified in some other way approved by the Board, shall
        be:

        77.1.1  deposited at such place as may be specified for that purpose in
                the notice convening the meeting or in the instrument of proxy
                or if no place is so specified at the Office at least 48 hours
                before the time appointed for holding the meeting or adjourned
                meeting or the taking of a poll at which the person named in the
                instrument proposes to vote; or

        77.1.2  in the case of a meeting adjourned for less than 28 days but
                more than 48 hours or in the case of a poll taken more than 48
                hours after it is demanded, deposited as required by Article
                77.1 not less than 24 hours before the time appointed for the
                holding of the adjourned meeting or the taking of the poll; or

        77.1.3  in the case of a meeting adjourned for less than 48 hours or in
                the case of a poll not taken immediately but taken not more that
                48 hours after it was demanded, delivered at the adjourned
                meeting or at the meeting at which the poll was demanded to the
                chairman or to the Secretary or to a Director.

77.2    An instrument of proxy not deposited or delivered in accordance with
        this Article is invalid.

78.     SENDING INSTRUMENT OF PROXY

        Subject to the Statutes, the Board may, at the expense of the Company,
        send by post or otherwise to all or none of the persons entitled to
        receive notice of and to vote at a meeting, instruments of proxy (with
        or without provision for their return prepaid) either in blank or
        nominating in the alternative any one or more of the Directors or the
        chairman of the meeting or any other person or persons. If sent the
        instrument shall provide for two-way voting (without prejudice to a
        right to abstain) on all resolutions set out in the notice of meeting.

79.     COMPANY ACTING BY AUTHORISED REPRESENTATIVE

        A company which is a Member may, by resolution of its directors or other
        governing body, authorise any person to act as its representative at any
        meeting of the Company or at any separate meeting of the holders of a
        class of shares and such representative shall be entitled to exercise
        the same powers on behalf of the company which he represents as that
        company could exercise if it were an individual Member. The company is,
        for the purposes of the Articles, deemed to be present in person at a
        meeting if the representative is present. All references to attending
        and voting in person shall be construed accordingly. A Director, the
        Secretary or any other person authorised for the purpose by the
        Secretary


                                       28
<Page>

        may require the representative to produce a certified copy of the
        resolution of authorisation before permitting him to exercise his
        powers.

APPOINTMENT OF DIRECTORS

80.     POWER OF COMPANY TO APPOINT DIRECTORS

        Subject to the Articles, the Company may, by ordinary resolution,
        appoint a person who is willing 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 a maximum number fixed in accordance with the
        Articles.

81.     NUMBER OF DIRECTORS

        Unless and until otherwise determined by the Company by ordinary
        resolution the maximum number of Directors is 10 and the minimum number
        of Directors is 2.

82.     POWER OF THE BOARD TO APPOINT DIRECTORS

        The Board may appoint a person who is willing 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 a maximum number fixed in accordance
        with the Articles. A Director so appointed shall hold office only until
        the dissolution of the annual general meeting following next after his
        appointment, unless he is reappointed during the meeting. A Director so
        retiring shall not be taken into account in determining the number of
        Directors who are to retire by rotation at such meeting.

83.     NO SHARE QUALIFICATION

        A Director shall not require a share qualification, but shall
        nevertheless be entitled to attend and speak at any general meeting of,
        or at any separate meeting of the holders of any class of shares in, the
        Company.

EXECUTIVE DIRECTORS

84.     APPOINTMENT OF EXECUTIVE DIRECTORS

        The Board may appoint one or more of its body to hold executive office,
        including the office of managing or joint or assistant managing
        director. Any such appointments shall be on such terms (including
        remuneration) and for such period as the Board may determine, subject to
        the Statutes.

85.     TERMINATION OF EXECUTIVE OFFICE

        The appointment of any Director to any executive office may be
        terminated by the Board, without prejudice to any claim he may have for
        damages for breach of contract.


                                       29
<Page>

86.     POWERS OF EXECUTIVE DIRECTOR

        The Board may delegate to a Director holding any executive office any of
        the powers, authorities and discretions exercisable by the Board for
        such time and on such terms and conditions as it thinks fit. The Board
        may revoke or alter the terms and conditions of the delegation and may
        retain or exclude the right of the Board to exercise the delegated
        powers, authorities or discretions collaterally with the executive
        Director.

ROTATION, RETIREMENT AND REMOVAL OF DIRECTORS

87.     VACATION OF OFFICE BY DIRECTOR

87.1    The office of a Director shall be vacated if:

        87.1.1  he ceases to be a Director by virtue of any provision of the
                Statutes, is removed from office pursuant to any provision of
                the Articles or he becomes prohibited by law from being a
                Director; or

        87.1.2  he becomes bankrupt, has an interim receiving order made against
                him or makes any arrangement or composition with his creditors
                generally or applies to the court for an interim order under
                section 253 of the Insolvency Act 1986 in connection with a
                voluntary arrangement under that Act; or

        87.1.3  he is a person with mental disorder and the Board resolves that
                his office be vacated; or

        87.1.4  he resigns by notice in writing to the Company delivered to the
                Secretary at the Office or tendered at a Board meeting; or

        87.1.5  he does not attend any Board meetings for a period of 6 months;
                or

        87.1.6  he is removed from office by notice in writing served on him
                signed by or on behalf of all the other Directors which removal
                shall be deemed to be an act of the Company and shall have
                effect without prejudice to any claim he may have for damages
                for breach of contract.

87.2    A resolution of the Board declaring a Director to have vacated office
        under the terms of this Article is conclusive as to the fact and grounds
        of vacation stated in the resolution.

88.     NO RETIREMENT ON ACCOUNT OF AGE

        No person is incapable of being appointed a Director by reason of his
        having reached the age of 70 or any other age. Special notice is not
        required in connection with the appointment or approval of the
        appointment of such person. No Director is required to vacate his office
        because he has reached the age of 70 or any other age and section 293 of
        the Act does not apply to the Company.


                                       30

<Page>

89.     RETIREMENT BY ROTATION

        At each annual general meeting one third of the Directors who are
        subject to retirement by rotation or if their number is not 3 or a
        multiple of 3 then the number nearest to but not exceeding one third
        shall retire from office. If the number of Directors subject to
        retirement by rotation is fewer than 3, one of such Directors shall
        retire.

90.     DIRECTORS SUBJECT TO RETIREMENT

        Subject to the Statutes and the Articles, the Directors to retire by
        rotation at the annual general meeting in every year shall be in
        addition to any Director who wishes to retire and not to offer himself
        for reappointment and any Director to retire pursuant to Article 82. The
        Directors to retire by rotation shall be those Directors who have been
        longest in office since their last appointment or reappointment. As
        between 2 or more Directors who have been in office an equal length of
        time, the Directors to retire shall, in the absence of agreement, be
        selected from among them by lot. The Directors to retire on each
        occasion shall be determined on the basis of the composition of the
        Board at the start of business on the date of the notice convening the
        annual general meeting, disregarding a change in the number or identity
        of the Directors after that time but before the close of the meeting.

91.     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 may retain office until the
        meeting appoints someone in his place or, if it does not do so, until
        the end of the meeting.

92.     DEEMED REAPPOINTMENT

        The Company, at the meeting at which a Director retires by rotation, may
        fill the vacated office and, if it does not do so, the retiring Director
        is, if willing, deemed reappointed, unless at such meeting it is
        expressly resolved not to fill such vacated office or unless a
        resolution for the reappointment of such Director is put to the meeting
        and lost.

93.     ELIGIBILITY OF NEW DIRECTORS

        No person other than a Director retiring at the meeting is eligible for
        appointment or reappointment as a Director at any general meeting unless
        he is recommended by the Board for election, or, not less than 7 nor
        more than 42 days before the day appointed for the meeting, notice in
        writing addressed to the Secretary at the Office has been given by a
        Member qualified to be present and vote at the meeting of his intention
        to propose such person for appointment or reappointment and notice in
        writing, signed by the person to be proposed, of his willingness to be
        appointed or reappointed.


                                       31
<Page>

94.     VOTING ON RESOLUTION FOR APPOINTMENT

        Every resolution of a general meeting for the appointment or
        reappointment of a Director shall relate to one named person and a
        single resolution for the appointment or reappointment of 2 or more
        persons as Directors is void, unless an ordinary resolution that the
        resolution is proposed in this way has first been agreed to by the
        meeting without any vote being given against it.

95.     REMOVAL BY ORDINARY RESOLUTION

        In addition to any power of the Company under the Statutes to remove a
        Director, the Company may by ordinary resolution remove any Director
        before the expiration of his period of office (without prejudice to a
        claim for damages for breach of contract) and may, subject to the
        Articles, by ordinary resolution appoint another Director, who is
        willing to act, in his place. A person appointed in place of a Director
        so removed shall be subject to retirement at the same time as if he had
        become a Director on the day on which the Director in whose place he is
        appointed was last appointed or reappointed a Director.

DIRECTORS' REMUNERATION, EXPENSES AND BENEFITS

96.     DIRECTORS' FEES

        There shall be available to be paid out of the funds of the Company to
        the Directors as fees in each year an aggregate sum not exceeding
        (pound)100,000 as the Board may determine, such sum to be divided among
        such Directors in such proportions as the Board may decide or, in
        default of agreement, equally. Any Director holding the office of
        director for part of a year shall, unless otherwise agreed, be entitled
        only to a proportionate part of such fee. The Company may by ordinary
        resolution increase the amount of the fees payable under this Article. A
        fee payable pursuant to the provisions of this Article is distinct from
        any salary, remuneration or other amount payable to him pursuant to
        other provisions of the Articles and accrues from day to day.

97.     EXPENSES

        The Directors are entitled to be repaid all reasonable travelling, hotel
        and other expenses properly incurred by them in the performance of their
        duties as Directors, including their expenses of travelling to and from
        meetings of the Board or committees of the Board or general meetings or
        separate meetings of the holders of a class of shares and any expenses
        incurred by them in obtaining independent professional advice.

98.     REMUNERATION OF EXECUTIVE DIRECTORS

        The remuneration of a Director appointed to hold employment or executive
        office in accordance with the Articles may be a fixed sum of money or in
        whole or in part by participation in profits or otherwise as the Board
        may determine and may be in addition to or instead of a fee payable to
        him for his services as Director pursuant to the Articles.


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99.     ADDITIONAL REMUNERATION

        The Board may grant reasonable additional remuneration and expenses to
        any Director who, at the request of the Board, goes or resides abroad or
        renders any special or extra services to the Company, which may be paid
        by way of a lump sum, participation in profits or otherwise as the Board
        may determine.

100.    DIRECTORS' PENSIONS AND OTHER BENEFITS

100.1   The Board may establish, maintain, participate in or contribute to or
        procure the establishment or maintenance of, participation in or
        contribution to any pension, superannuation, benevolent or life
        assurance fund, scheme or arrangement (whether contributory or
        otherwise) for the benefit of, and give or procure the giving of
        donations, gratuities, pensions, allowances, benefits and emoluments to,
        any persons who are or were at any time in the employment or service of
        or who have at any time been Directors of the Company or of any company
        which is or was a member of the Group or any of their predecessors in
        business (and for any member of his family, including a spouse or former
        spouse or a person who is or was dependent on him). Any Director or
        former Director shall be entitled to participate in and retain for his
        own benefit any such donations, gratuities, pensions, allowances,
        benefits or emoluments. The Board may arrange for this to be done by the
        Company either alone or in conjunction with any other person.

100.2   Subject to the Statutes, the Board may establish and maintain any other
        employees' share scheme or any, share option or share incentive or
        profit sharing scheme and establish and (if any such scheme so provides)
        contribute to any scheme for the purchase by or transfer, allotment or
        issue to trustees of shares in the Company or its holding company to be
        held for the benefit of employees (including DIRECTOR and officer's) or
        a selected group of employees of the Company or any Subsidiary
        Undertaking and lend money to such trustees or employees to enable them
        to purchase such shares, such schemes to include as the Board may
        consider to be appropriate, provisions for the purchase by or transfer,
        allotment or issue to persons other than employees.

INTERESTS OF DIRECTORS

101.    PERMITTED INTERESTS

101.1   Subject to the Statutes and to Article 102, a Director, notwithstanding
        his office:

        101.1.1 may hold any other office or place of profit with the Company
                (except that of auditor) in conjunction with his office of
                director and on such terms as to remuneration and otherwise as
                the Board may arrange. Any Director may act by himself or
                through his firm in a professional capacity for the Company and
                he or his firm shall be entitled to remuneration for
                professional services;

        101.1.2 may enter into or otherwise be interested in a contract,
                arrangement, transaction or proposal with the Company or in
                which the Company is otherwise interested either


                                       33
<Page>

                in connection with his tenure of an office or place of profit
                and either as vendor, purchaser or otherwise;

        101.1.3 may be a director or other officer of or employed by or a party
                to a contract, transaction, arrangement or proposal with or be
                otherwise interested in a company promoted by the Company or in
                which the Company is otherwise interested;

        101.1.4 unless otherwise agreed, is not liable to account to the Company
                for any remuneration, profit or other benefit received by him by
                virtue of such office, employment, contract, arrangement,
                transaction or proposal and no such contract, arrangement,
                transaction or proposal is avoided on the grounds of any such
                interest or benefit.

102.    DECLARATION OF DIRECTOR'S INTEREST

        Without prejudice to the requirements of the Statutes, a Director who is
        in any way, directly or indirectly, interested in a contract,
        arrangement, transaction or proposal with the Company shall declare the
        nature of his interest at the meeting of the Board at which the question
        of entering into the contract, arrangement, transaction or proposal is
        first taken into consideration, if he knows his interest then exists,
        or, in any other case, at the next meeting of the Board after he knows
        that he is or has become interested. For the purposes of this Article, a
        general notice given to the Board by a Director to the effect that he is
        to be regarded as having an interest (of the nature and extent specified
        in the notice) in any contract, arrangement, transaction or proposal in
        which a specified person or class of persons is interested is a
        sufficient declaration of interest in relation to that contract,
        transaction, arrangement or proposal. An interest of which a Director
        has no knowledge and of which it is unreasonable to expect him to have
        knowledge is not treated as his interest.

103.    LIMITATIONS ON VOTING OF INTERESTED DIRECTOR

103.1   Except as provided in this Article, a Director may not vote in respect
        of any contract, arrangement, transaction or proposal to which the
        Company is or is to be a party and in which he is, to his knowledge,
        materially interested, directly or indirectly, otherwise than by virtue
        of his interest in shares or debentures or other securities of or
        otherwise in or through the Company. This prohibition does not apply to
        any resolution concerning any of the following matters namely:

        103.1.1 the giving to him of a guarantee, security or indemnity in
                respect of money lent or obligations incurred by him or by any
                other person at the request of or for the benefit of the Company
                or any of its Subsidiary Undertakings;

        103.1.2 the giving to a third party of a guarantee, security or
                indemnity in respect of a debt or obligation of the Company or
                any of its Subsidiary Undertakings for which he himself has
                assumed responsibility, in whole or in part, under a guarantee
                or indemnity or by the giving of security;


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<Page>

        103.1.3 a contract, arrangement, transaction or proposal concerning an
                offer of shares or debentures or other securities of or by the
                Company or any of its Subsidiary Undertakings for subscription
                or purchase in which offer he is or may be entitled to
                participate as a holder of securities or in the underwriting or
                sub-underwriting of which the Director is to participate;

        103.1.4 a contract, arrangement, transaction or proposal to which the
                Company is or is to be a party concerning any other company in
                which he is interested directly or indirectly and whether as an
                officer or shareholder or otherwise ("RELEVANT COMPANY"), if he
                is not, directly or indirectly, the holder of or beneficially
                interested in one per cent. or more of a class of equity share
                capital of the relevant company or of the voting rights
                available to members of the relevant company or able to cause
                one per cent or more of those voting rights to be cast at his
                direction (and for the purposes of this Article, shares held by
                a Director as bare or custodian trustee and in which he has no
                beneficial interest, shares comprised in a trust and in which
                the Director's interest is in reversion or is in remainder, if
                and so long as another person is entitled to receive the income
                from the trust, and shares comprised in an authorised unit trust
                scheme in which the Director is interested only as a unit holder
                are disregarded);

        103.1.5 a contract, arrangement, transaction or proposal concerning the
                adoption, modification or operation of a pension, superannuation
                or similar scheme or retirement, death or disability benefits
                scheme or personal pension plan or employees' or other share
                incentive scheme under which he may benefit or which does not
                accord to any Director as such any privilege or benefit not
                accorded to the employees to whom the scheme or fund relates;

        103.1.6 a contract, arrangement, transaction or proposal for the benefit
                of employees of the Company or any of its Subsidiary
                Undertakings under which the Director benefits in a similar
                manner to the employees and which does not accord to any
                Director as such any privilege or benefit not accorded to the
                employees to whom it relates;

        103.1.7 a contract, arrangement, transaction or proposal concerning the
                maintenance or purchase of any insurance policy for the benefit
                of Directors or for the benefit of persons including Directors.

104.    RESTRICTIONS ON VOTING

        A Director may not vote or be counted in the quorum on a resolution of
        the Board or committee of the Board concerning his own appointment
        (including fixing or varying the terms of his appointment or its
        termination) as the holder of an office or place of profit with the
        Company or any company in which the Company is interested. Where
        proposals are under consideration concerning the appointment (including
        fixing or varying the terms of appointment or its termination) of 2 or
        more Directors to offices or places of profit with the Company or any
        company in which the Company is interested, such proposals shall be
        divided and a separate resolution considered in relation to each
        Director. In such cases


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<Page>

        each of the Directors concerned (if not otherwise debarred from voting
        under the Articles) is entitled to vote (and be counted in the quorum)
        in respect of each resolution except that concerning his own
        appointment.

105.    MATERIALITY OF DIRECTOR'S INTEREST

        If any question arises at any meeting as to the materiality of a
        Director's interest or as to the entitlement of any Director to vote or
        be counted in a quorum and such question is not resolved by his
        voluntarily agreeing to abstain from voting or being counted in a
        quorum, the question shall be decided by a resolution of the remaining
        Directors or committee members present at the meeting and in the case of
        an equality of votes the chairman (unless he is the Director the
        materiality of whose interest or entitlement to vote is in issue) shall
        have a second or casting vote which shall be conclusive and binding.

106.    DIRECTOR'S INTEREST EXTENDS TO CONNECTED PERSONS

        For the purpose of Articles 101 to 106, the interest of a person who is
        for the purposes of the Statutes connected (within the meaning of
        section 346 of the Act) with a Director is treated as the interest of
        the Director and, in relation to an alternate director, the interest of
        the Director appointing him shall be treated as the interest of the
        alternate director in addition to any interest which the alternate
        director otherwise has. Articles 101 to 106 apply to an alternate
        director as if he were a Director otherwise appointed.

POWERS AND DUTIES OF DIRECTORS

107.    POWERS OF THE BOARD

        Subject to the Statutes, the memorandum of association of the Company
        and the Articles and to directions given by the Company in general
        meeting, the business of the Company shall be managed by the Board,
        which may exercise all the powers of the Company. No alteration of the
        memorandum of association or of the Articles and no direction made by
        the Company in general meeting invalidates any prior act of the Board
        which would have been valid if the alteration or direction had not been
        made. The general powers given by this Article shall not be limited by
        any special authority or power given to the Directors by any other
        Article.

108.    DELEGATION TO COMMITTEES

        The Board may delegate any of the powers, authorities and discretions
        exercisable by the Board for such time and on such terms and conditions
        as it thinks fit to a committee consisting of one or more Directors and
        (if it thinks fit) one or more other persons, but only if a majority of
        the members of the committee are Directors or alternate directors. The
        Board may grant the power to sub-delegate, may revoke or alter the terms
        and conditions of the delegation or discharge the committee in whole or
        in part and may retain or exclude the right of the Board to exercise the
        delegated powers, authorities or discretions collaterally with the
        committee. Where a provision of the Articles refers to the


                                       36
<Page>

        exercise of a power, authority or discretion by the Board and that
        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, authority or discretion by the committee.

109.    LOCAL MANAGEMENT

        The Board may establish local or divisional boards or agencies for
        managing the affairs of the Company in a specified locality whether in
        the United Kingdom or elsewhere and may appoint any persons to be
        members of a local or divisional board or agency and may fix their
        remuneration and may delegate to any local or divisional board or agency
        any of the powers, authorities and discretions exercisable by the Board
        for such time and on such terms and conditions as it thinks fit. The
        Board may grant the power to sub-delegate, may revoke or alter the terms
        and conditions of the appointment or delegation and may retain or
        exclude the right of the Board to exercise the delegated powers,
        authorities or discretions collaterally with the local or divisional
        board or agency and may authorise the members of any local or divisional
        board or agency (or any of them) to fill any vacancy and to act
        notwithstanding any vacancy. Subject to any terms and conditions imposed
        by the Board, the proceedings of a local or divisional board or agency
        with 2 or more members are governed by those Articles that regulate the
        proceedings of the Board, so far as applicable.

110.    POWER OF ATTORNEY

        The Board may by power of attorney or otherwise appoint any company,
        firm or person to be the agent or attorney of the Company and may
        delegate to that company, firm or person any of the powers, authorities
        and discretions exercisable by the Board for such purposes and for such
        time and on such terms and conditions as it thinks fit. The Board may
        grant the power to sub-delegate, may revoke or alter the terms and
        conditions of the appointment or delegation and may retain or exclude
        the right of the Board to exercise the delegated powers, authorities or
        discretions collaterally with the attorney or agent.

111.    EXERCISE OF VOTING POWERS

        The Board may exercise or cause to be exercised the voting powers
        conferred by shares in the capital of another company held or owned by
        the Company, or a power of appointment to be exercised by the Company,
        in any manner it thinks fit (including the exercise of such power in
        favour of the appointment of a Director as an officer or employee of
        that company or in favour of the payment of remuneration to the officers
        or employees of that company).


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<Page>

BORROWING POWERS

112.    BORROWING POWERS

        The Directors may exercise all the powers of the Company to borrow
        money, and to mortgage or charge all or any part of its undertaking,
        property and assets (both present and future), including its uncalled
        capital and, subject to the Statutes, to issue Debentures and other
        securities, whether outright or as collateral security, for any debt,
        liability or obligation of the Company or of any third party.

PROCEEDINGS OF THE BOARD

113.    BOARD MEETINGS

        The Board may meet for the despatch of business, adjourn and otherwise
        regulate its meetings as it thinks fit.

114.    QUORUM

        The quorum necessary for the transaction of business may be decided by
        the Board and until decided otherwise is two persons present in person
        or by alternate director.

115.    NOTICE OF BOARD MEETINGS

        A Director may, and on the request of a Director the Secretary shall, at
        any time summon a meeting of the Board. It shall be necessary to give
        notice of a meeting of the Board to all the Directors and notice is
        deemed to be duly given to a Director if it is given to him personally
        or by word of mouth or sent to him at his last known address or another
        address given by him to the Company for that purpose. A Director may
        waive the requirement that notice be given to him of a Board meeting
        either prospectively or retrospectively. It shall not be necessary to
        give notice of a meeting of the Board to any Director absent from the
        United Kingdom save in any case where such absent Director leaves an
        address or facsimile number (either inside or outside the United
        Kingdom) in which case a telegram sent to that address or a message sent
        to that facsimile number shall be deemed to constitute notice to the
        Director at the time when it is dispatched or sent. Neither the
        accidental failure to give notice of a meeting of the Board to any
        Director nor the non-receipt in any case of such notice if given shall
        invalidate the meeting or any resolution passed or business transacted
        at the meeting.

116.    VOTING

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


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<Page>

117.    CHAIRMAN OF THE BOARD

        The Board may elect a chairman or deputy chairman, who shall preside at
        its meetings, but if no such chairman or deputy chairman is elected, or
        if at any meeting neither the chairman nor deputy chairman is present
        within 15 minutes after the time fixed for the start of the meeting, the
        Board shall choose one of its number to be chairman of such meeting. The
        Board may decide the period for which he is or they are to hold office
        and may at any time remove him or them from office. A chairman or deputy
        chairman may hold executive office or employment with the Company.

118.    PROCEEDINGS OF A COMMITTEE

118.1   Proceedings of a committee of the Board shall be conducted in accordance
        with any regulations that may from time to time be imposed upon it by
        the Board. Subject to those regulations and this Article, proceedings of
        a committee shall be governed by the provisions of these Articles
        regulating the proceedings of the Board, so far as applicable.

118.2   Where the Board resolves to delegate any of its powers, authorities and
        discretions to a committee of one or more Directors, notice of a meeting
        of that committee need only be given to the Director or Directors who
        form the committee.

119.    VALIDITY OF PROCEEDINGS OF BOARD OR COMMITTEE

        All acts done in good faith by any meeting of the Board or of a
        committee of the Board or by any person acting as a Director, alternate
        director or committee are, notwithstanding that it is afterwards
        discovered that there was some defect in the appointment of any Director
        or person acting or that they or any of them were disqualified from
        holding office or had ceased to hold office or were not entitled to
        vote, as valid as if every such person had been duly appointed and was
        qualified to be and had continued to be a Director, alternate director
        or member of a committee and entitled to vote.

120.    MINUTES OF PROCEEDINGS

        The Board shall cause minutes to be made of all appointments of officers
        and committees made by the Board and of any remuneration fixed by the
        Board and the names of the Directors present at all meetings of the
        Board and committees of the Board, the Company or the holders of a class
        of shares or debentures and all orders, resolutions and proceedings of
        such meetings and any such minutes of any meeting, if purporting to be
        signed by the chairman of the meeting, or by the chairman of the next
        succeeding meeting shall be conclusive evidence without any further
        proof of the matters stated in them.

121.    PARTICIPATION BY TELEPHONE

        A Director or his alternate director may participate in a meeting of the
        Board or of any committee of the Board through the medium of conference
        telephone or similar form of communication equipment notwithstanding
        that the Directors or committee members


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<Page>

        present may not all be meeting in one particular place if all persons
        participating in the meeting are able to hear and speak to each other
        throughout the meeting. A person participating in this way is deemed to
        be present in person at the meeting and is counted in a quorum and
        entitled to vote. The meeting is deemed to take place where the largest
        group of those participating is assembled or, if there is no such group,
        where the chairman of the meeting then is.

122.    BOARD RESOLUTION IN WRITING

        A resolution in writing signed by or on behalf of all the Directors
        entitled to receive notice of a Board meeting and not being less than a
        quorum or by all members of a committee of the Board is as valid and
        effective as a resolution passed at a Board meeting (or committee, as
        the case may be) and may consist of several documents in the same form
        each duly signed by or on behalf of one or more of the Directors (or
        members of the committee) and any such resolution in writing need not be
        signed by an alternate director if it is signed by the Director
        appointing him and a resolution signed by an alternate director need not
        be signed by the Director appointing him.

123.    NUMBER OF DIRECTORS LESS THAN MINIMUM

        If the number of Directors is reduced below the minimum number fixed by
        these Articles or decided by the Company by ordinary resolution, the
        continuing Directors or Director may act only for the purpose of
        appointing an additional Director or Directors to make up that minimum
        or convening a general meeting of the Company for the purpose of making
        such appointment. If no Director or Directors is or are able or willing
        to act, two Members may convene a general meeting for the purpose of
        appointing Directors. An additional Director appointed in this way holds
        office (subject to the Articles) only until the dissolution of the next
        annual general meeting after his appointment unless he is reappointed
        during the meeting.

ALTERNATE DIRECTORS

124.    APPOINTMENT

        A Director (other than an alternate director) may, by notice delivered
        to the Secretary at the Office, or in any other manner approved by the
        Board, appoint another Director or any other person approved by the
        Board and willing to act to be his alternate director. No appointment of
        an alternate director who is not already a Director is effective until
        his consent to act as a Director in the form prescribed by the Statutes
        is received at the Office. An alternate director need not be a Member
        and is not counted in reckoning the number of Directors for the purpose
        of Article 81.

125.    PARTICIPATION IN BOARD MEETINGS

        An alternate director is (subject to his giving to the Company an
        address at which notice may be served upon him) entitled to notice of
        meetings of the Board and all committees of


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<Page>

        the Board of which the Director appointing him is a member and to attend
        and vote as a Director at any such meeting at which the Director
        appointing him is absent and to exercise all the powers, rights, duties
        and authorities of the Director appointing him. A Director acting as
        alternate director has a separate vote at meetings of the Board and
        committees of the Board for each Director for whom he acts as alternate
        director but he counts as only one for the purpose of determining
        whether a quorum is present.

126.    REMUNERATION AND EXPENSES

        The fee payable to an alternate director shall be payable out of the fee
        payable to the Director appointing him and shall consist of such portion
        (if any) of the fee as shall be agreed between the alternate director
        and the Director appointing him. The Company shall, however, repay to an
        alternate director expenses incurred by him in the performance of his
        duties if the Company would have been required to repay the expenses to
        him had he been a Director.

127.    REVOCATION OF APPOINTMENT

        A Director may, by notice delivered to the Secretary at the Office,
        revoke the appointment of his alternate director. If a Director dies or
        ceases to hold the office of Director, the appointment of his alternate
        director ceases automatically. If a Director retires at any meeting
        (whether by rotation or otherwise) but is reappointed by the meeting at
        which such retirement took effect, any appointment made by him pursuant
        to this Article which was in force immediately prior to his retirement
        shall continue to operate after his reappointment as if he had not so
        retired. The appointment of an alternate director ceases on the
        happening of an event which, if he were a Director otherwise appointed,
        would cause him to vacate office.

128.    RESPONSIBILITY

        An alternate director is not deemed to be the agent of the Director
        appointing him but is responsible for his own acts and defaults and is
        deemed to be an officer of the Company.

ASSOCIATE DIRECTORS

129.    APPOINTMENT OF ASSOCIATE DIRECTOR

        The Board may appoint any person, not being a Director, to be an
        associate director of the Company or to an office or employment having a
        designation or title including the word "director" or may attach to an
        existing office or employment that designation or title and may
        terminate the appointment or use of that designation or title.

130.    EFFECT OF APPOINTMENT

        The appointment of a person to be an associate director or the inclusion
        of the word "director" in the designation or title of an office or
        employment shall not, save as


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<Page>

        otherwise agreed between him and the Company, affect the terms and
        conditions of his employment and shall not imply that the person has
        power to act as a Director or is entitled to receive notice of or attend
        or vote at meetings of the Directors and he is not deemed to be a
        Director for any of the purposes of these Articles.

131.    POWERS, DUTIES AND REMUNERATION

        The powers, duties and remuneration of an associate director or of any
        person having a designation or title including the word "director" shall
        be determined by the Board and the Board shall have the right to enter
        into any contract on behalf of the Company or transact any business of
        any description without the knowledge or approval of such persons,
        except that no act shall be done that would impose any personal
        liability on any or all of such persons except with his or their
        knowledge and consent.

SEALS

132.    APPLICATION OF SEALS

        A seal may be used only by the authority of a resolution of the Board or
        a committee of the 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 in
        relation 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 applied by mechanical means.

133.    SIGNING OF SEALED DOCUMENTS

        Unless otherwise decided by the Board, certificates for shares or
        debentures or other securities (subject to the provisions of the
        relevant instrument) need not be signed or, if signed, a signature may
        be applied by mechanical or other means or may be printed and every
        other instrument to which a seal is affixed shall be signed by two
        Directors or one Director and the Secretary.

134.    SEAL FOR USE ABROAD

        The Board may exercise all the powers of the Company conferred by the
        Statutes with regard to having an official seal for use abroad.

SECRETARY

135.    APPOINTMENT AND REMOVAL OF SECRETARY

        Subject to the Statutes, the Board shall appoint and may remove a
        Secretary or joint secretaries and may appoint and remove one or more
        assistant or deputy secretaries on such terms and conditions as it
        thinks fit.


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<Page>

136.    AUTHORITY OF OTHER PERSON TO ACT AS SECRETARY

        Anything by the Statutes or these Articles required or authorised to be
        done by or to the Secretary may, if the office is vacant or there is no
        Secretary capable of acting, be done by or to any joint assistant or
        deputy secretary or, if there is no joint, assistant or deputy secretary
        capable of acting, by or to any officer of the Company authorised
        generally or specifically in that behalf by the Board. Any provision of
        the Statutes or of the Articles requiring or authorising a thing to be
        done by or to a Director and the Secretary is not satisfied by its being
        done by or to the same person acting both as Director and as, or in the
        place of, the Secretary.

137.    AUTHENTIFICATION OF DOCUMENTS

        Any Director or the Secretary or any person appointed by the Board for
        the purpose shall have power to authenticate any documents affecting the
        constitution of the Company and any resolutions passed by the Company or
        holders of a class of shares or the Board or any committee of the Board
        and any books, records, documents and accounts relating to the business
        of the Company and to certify copies or extracts as true copies or
        extracts.

REGISTERS

138.    REGISTER OF DIRECTORS' INTERESTS

        The register of Directors' interests shall be kept in accordance with
        the Statutes and shall be open to the inspection of any Member or of any
        other person between the hours of 10am and noon on each day during which
        the same is bound to be open for inspection pursuant to the Statutes.
        The said register shall be produced at the commencement of each annual
        general meeting and shall remain open and accessible during the
        continuance of the meeting to any person attending such meeting.

139.    OTHER REGISTERS

        The register of Directors and Secretaries, the register of charges, the
        Register, the register of interests in shares, any overseas branch
        register and all other associated registers and indices shall be kept in
        accordance with the Statutes and the fee to be paid by a person other
        than a creditor or Member for each inspection of any register is the
        maximum sum prescribed by the Statutes or, failing which, decided by the
        Board.

DIVIDENDS

140.    RECORD DATES

        Notwithstanding any other provision of the Articles, but subject to the
        Statutes and any preferential or other special rights attached to
        shares, the Company or the Board may fix any date as the record date for
        a dividend, distribution, allotment or issue. The record date


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<Page>

        may be on or at any time before or after a date on which the dividend,
        distribution, allotment or issue is declared, made or paid.

141.    ENTITLEMENT TO DIVIDENDS

        Except as otherwise provided by the rights attached to shares, all
        dividends shall be declared and paid according to the amounts paid up on
        the shares in respect of which the dividend is declared and paid.
        Dividends shall be apportioned and paid proportionately to the amounts
        paid up on the shares during any portion or portions of the period in
        respect of which the dividend is paid. If any share is issued on terms
        that it shall rank for dividend as from a particular date then it shall
        rank for dividend as from that date. No amount paid up on a share in
        advance of a call may be treated as paid up for the purpose of this
        Article.

142.    DECLARATION OF DIVIDENDS

        Subject to the Statutes and the Articles, the Company may by ordinary
        resolution declare a dividend to be paid to the Members according to
        their respective rights and interests. No dividend shall exceed the
        amount recommended by the Board.

143.    INTERIM DIVIDENDS

        Subject to the Statutes, the Board may declare and pay to the Members
        such interim dividends (including a dividend payable at a fixed rate) as
        appear to the Board to be justified by the profits of the Company
        available for distribution. If the share capital of the Company is
        divided into different classes, the Board may pay interim dividends in
        respect of shares which rank after shares conferring preferred rights,
        unless at the time of payment a preferential dividend is in arrears. If
        the Directors act in good faith they shall not incur any liability to
        the holders of shares conferring preferred rights for any loss that they
        may suffer by reason of the lawful payment of an interim dividend on any
        shares ranking after those with preferred rights.

144.    PAYMENT OF DIVIDENDS IN KIND

        The Board may, with the prior authority of an ordinary resolution of the
        Company, direct that dividends may be satisfied in whole or in part by
        the distribution of specific assets including paid up shares, debentures
        or other securities of any other company. The Board may make all such
        valuations, adjustments and arrangements and issue all certificates or
        documents of title as may seem to it to be expedient with a view to
        facilitating the distribution and may vest assets in trustees on trust
        for the persons entitled to the dividend as may seem to the Board to be
        expedient.

145.    METHOD OF PAYMENT

        The Company may pay any dividend, interest or other amount payable in
        cash in respect of any share by cheque, dividend warrant or money order
        or by direct debit or a bank or other funds transfer system or by such
        other method as the holder or joint holders of the


                                       44
<Page>

        share in respect of which the payment is made may in writing direct. In
        respect of uncertificated shares, where the Company is authorised to do
        so by or on behalf of the holder or joint holders in such manner as the
        Company shall from time to time consider sufficient, the Company may
        also pay any such dividend, interest or other amount by means of the
        relevant system concerned (subject always to the facilities and
        requirements of that relevant system). Any joint holder may give an
        effective receipt for a dividend, interest or other amount paid in
        respect of the share. The Company may send a cheque, warrant or order by
        post (1) in the case of a sole holder, to his registered address or (2)
        in the case of joint holders, to the registered address of the person
        whose name stands first in the Register or (3) in the case of a person
        or persons entitled by transmission to a share, as if it were a notice
        given in accordance with Article 160 or (4) in any case, to a person and
        address that the person or persons entitled to the payment may in
        writing direct. Payment of the cheque, warrant or order, the collection
        of funds from or transfer of funds by a bank in accordance with such
        direct debit or bank or other transfer or, in respect of shares in
        uncertificated form, the making of payment in accordance with the
        facilities and requirements of the relevant system concerned shall be a
        good discharge to the Company. Every cheque, warrant or order is sent at
        the risk of the person entitled to the payment and shall be made payable
        to or to the order of the person or persons entitled or to such other
        person as the holder or joint holders may in writing direct. Every such
        payment made by direct debit or a bank or other funds transfer or by
        another method at the direction of the holder or joint holders shall be
        made to the holder or joint holders or to or through such other person
        as the holder or joint holders may in writing direct. In respect of
        uncertificated shares, every such payment made by means of the relevant
        system concerned shall be made in such manner as may be consistent with
        the facilities and requirements of the relevant system concerned.
        Without prejudice to the generality of the foregoing, in respect of
        shares in uncertificated form, such payment may include the sending by
        the Company or by any person on its behalf of an instruction to the
        Operator of the relevant system to credit the cash memorandum account of
        the holder or joint holders or, if permitted by the Company, of such
        person as the holder or joint holders may in writing direct. The Company
        shall not be responsible for any loss of any such cheque, warrant or
        order and any payment made by direct debit, bank or other funds transfer
        system or such other method shall be at the sole risk of the holder or
        joint holders. Without prejudice to the generality of the foregoing, if
        any such cheque, warrant or order has or shall be alleged to have been
        lost, stolen or destroyed, the Directors may, on request of the person
        entitled to it, issue a replacement cheque, warrant or order subject to
        compliance with such conditions as to evidence and indemnity and the
        payment of out of pocket expenses of the Company in connection with the
        request as the Directors may think fit.

146.    CESSATION OF PAYMENT OF DIVIDEND

146.1   If a cheque, warrant or order in respect of a dividend, or other amount
        payable in respect of a share, is returned undelivered or left uncashed
        or transfer made by a bank or other funds transfer systems is not
        accepted on


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<Page>

        146.1.1 two consecutive occasions; or

        146.1.2 one occasion and the Board, on making reasonable enquiries, has
                failed to establish any new address or account of the person
                concerned

        then the Board may determine that the Company shall cease sending or
        transferring a dividend, or other amount payable in respect of that
        share, to the person concerned until he notifies the Company of an
        address or account to be used for that purpose.

147.    DIVIDENDS DO NOT BEAR INTEREST

        No unpaid dividend, or other amount payable in respect of a share, bears
        interest as against the Company unless otherwise provided by the rights
        attached to the share.

148.    DEDUCTION FROM DIVIDEND

        The Board may deduct from any dividend or other amounts payable to a
        person in respect of a share, either alone or jointly with any other
        person, all amounts due from him, either alone or jointly with any other
        person, to the Company on account of calls or otherwise in respect of a
        share.

149.    UNCLAIMED DIVIDENDS

        All unclaimed dividends, interest or other amounts payable by the
        Company in respect of a share may be invested or otherwise made use of
        by the Board for the benefit of the Company until claimed and the
        payment of any unclaimed dividend, interest or other amount payable by
        the Company in respect of a share into a separate account or the
        investment of it does not constitute the Company a trustee in respect of
        it. Any dividend which has remained unclaimed for a period of 12 years
        from the date it became due for payment is forfeited and ceases to
        remain owing by the Company.

150.    DIVIDEND MAY BE WITHHELD

        Without prejudice to Articles 43 to 46, the Board may withhold payment
        of a dividend (or part of a dividend) payable to a person entitled by
        transmission to a share until he has provided any evidence of his right
        that the Board may reasonably require.

151.    PAYMENT OF SCRIP DIVIDENDS

151.1   Subject to the Statutes, but without prejudice to Article 43, the Board
        may, with the prior authority of an ordinary resolution of the Company,
        allot to those holders of a particular class of shares who have elected
        to receive them further shares of that class or ordinary shares, in
        either case paid up ("new shares"), instead of cash in respect of all or
        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 necessary or expedient to deal with legal or
        practical problems under the laws of, or the requirements of a
        recognised regulatory body or a stock exchange in, any territory.


                                       46
<Page>

151.2   Where a resolution under Article 151.1 is to be proposed at a general
        meeting and the resolution relates in whole or in part to a dividend to
        be declared at that meeting, then the resolution declaring the dividend
        is deemed to take effect at the end of that meeting.

151.3   A resolution under Article 151.1 may relate to a particular dividend or
        to all or any dividends declared or paid within a specified period, but
        that period may not end later than the beginning of the fifth annual
        general meeting following the date of the meeting at which the
        resolution is passed.

151.4   The Board may make any provision it considers appropriate in relation to
        an allotment made pursuant to this Article, including but not limited
        to:

        151.4.1 the giving of notice to holders of the right of election offered
                to them;

        151.4.2 the provision of forms of election (whether in respect of a
                particular dividend or dividends generally);

        151.4.3 determination of the procedure for making and revoking
                elections;

        151.4.4 the place at which, and the latest time by which, forms of
                election and other relevant documents must be lodged in order to
                be effective; and

        151.4.5 the disregarding or rounding up or down or carrying forward of
                fractional entitlements, in whole or in part, or the accrual of
                the benefit of fractional entitlements to the Company (rather
                than to the Members concerned).

151.5   The dividend (or that part of the dividend in respect of which a right
        of election has been offered) is not declared or payable on shares in
        respect of which an election has been duly made ("ELECTED SHARES");
        instead new shares are allotted to the holders of the elected shares on
        the basis of allotment calculated as in Article 151.4. For that purpose,
        the Board may resolve to capitalise out of amounts standing to the
        credit of reserves (including a share premium account, capital
        redemption reserve and profit and loss account), whether or not
        available for distribution, a sum equal to the aggregate nominal amount
        of the new shares to be allotted and apply it in paying up in full the
        appropriate number of new shares for allotment and distribution to the
        holders of the elected shares. A resolution of the Board capitalising
        part of the reserves has the same effect as if the capitalisation had
        been declared by ordinary resolution of the Company pursuant to Article
        153. In relation to the capitalisation the Board may exercise all the
        powers conferred on it by Article 153 without an ordinary resolution of
        the Company.

151.6   The new shares will rank equally with each other and with every other
        paid share of the same class in issue on the record date for the
        dividend in respect of which the right of election has been offered, but
        they will not rank for a dividend or other distribution or entitlement
        which has been declared or paid by reference to that record date.


                                       47
<Page>

RESERVES

152.    PROVISION OF RESERVES

        The Board may, before recommending any dividend, set aside out of the
        profits of the Company (including any premiums received upon the issue
        of debentures or other securities or rights of the Company) such amounts
        as it thinks proper as a reserve fund or funds which shall at the
        discretion of the Board be applicable for any purpose for which the
        profits of the Company may lawfully be applied. The Board may employ the
        amounts in the business of the Company or invest the same in such
        securities (other than the shares of the Company or its holding company)
        as it may select. The Board may also from time to time carry forward
        such amounts as it may deem expedient not to distribute.

153.    CAPITALISATION OF PROFITS AND RESERVES

153.1   Subject to the Statutes, the Board may, with the authority of an
        ordinary resolution of the Company:

        153.1.1 resolve to capitalise an amount standing to the credit of
                reserves or to the credit of the profit and loss account and
                whether or not available for distribution and appropriate the
                sum resolved to be capitalised to the Members in proportion to
                the nominal amount of ordinary shares (whether or not paid up)
                held by them respectively and to apply that sum on their behalf
                either in or towards paying up the amounts (if any) for the time
                being unpaid on any shares held by such Members respectively or
                in paying up in full unissued shares or debentures of the
                Company of a nominal amount equal to such sum and allot such
                shares or debentures, paid up, to and amongst such Members in
                those proportions or partly in one way and partly in the other.
                Any sums standing to the credit of a share premium account and a
                capital redemption reserve and profits which are not available
                for distribution may, for the purposes of this Article, only be
                applied in the paying up of unissued shares to be allotted to
                Members credited as paid up;

        153.1.2 make any arrangements it thinks fit to resolve a difficulty
                arising in the distribution of a capitalised reserve and, in
                particular, where shares or debentures become distributable in
                fractions, the Board may deal with the fractions as it thinks
                fit, including by the issue of certificates in respect of
                fractional entitlements, disregarding fractions or selling
                shares or debentures representing the fractions to a person for
                the best price reasonably obtainable and distributing the net
                proceeds of the sale in due proportion amongst the Members
                (except that if the amount due to a Member is less than
                (pound)3, or such other sum as the Board may decide, the sum may
                be retained for the benefit of the Company);

        153.1.3 authorise a person to enter into, on behalf of all the Members
                concerned, an agreement with the Company providing for either
                the allotment to the Members, paid up, of shares or debentures
                to which they may be entitled on the capitalisation or the
                payment by the Company on behalf of the Members, by applying
                their


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<Page>

                respective proportions of the reserves resolved to be
                capitalised, of the amounts remaining unpaid on their existing
                shares. An agreement entered into under this Article is
                effective and binding on all affected Members; and

        153.1.4 Where, pursuant to an employees' share scheme or other share
                incentive scheme the Company shall have granted options to
                subscribe for shares on terms which provide, inter alia, for
                adjustments to the subscription price payable on the exercise of
                such options or to the number of shares to be allotted upon such
                exercise in the event of any increase or reduction in or other
                reorganisation of the Company's issued shares and an otherwise
                appropriate adjustment would result in the subscription price
                for any share being less than its nominal value, then, subject
                to the provisions of the Act, the Board may, on the exercise of
                any of the options concerned and payment of the subscription
                which would have applied had such adjustment been made,
                capitalise any such profits or other sum as is mentioned above
                in this Article to the extent necessary to pay up the unpaid
                balance of the nominal value of the shares which fall to be
                allotted on the exercise of such options and apply such amount
                in paying up such balance and allot shares fully paid
                accordingly.

        153.1.5 generally do all acts and things required to give effect to the
                resolution.

ACCOUNTS

154.    INSPECTION OF ACCOUNTS

154.1   The Board shall ensure that proper accounts and accounting records are
        kept in accordance with the Statutes. The books of account and
        accounting records shall be kept at the Office or, subject to the
        Statutes, at such other place or places as the Board thinks fit and
        shall be open to the inspection of any Director or other officer during
        business hours.

154.2   No Member (not being a Director or other officer) has any right of
        inspecting any account or book or document of the Company, except as
        conferred by the Statutes or authorised by the Board or by an ordinary
        resolution of the Company.

155.    PREPARATION OF ACCOUNTS

        The Board shall, in accordance with the Statutes, cause to be prepared
        and to be laid before the Company in general meeting such profit and
        loss accounts, balance sheets, Group accounts (if any) and reports as
        are referred to in the Statutes.

156.    ACCOUNTS SENT TO THE MEMBERS

156.1   Subject to the Statutes, either:


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<Page>

        156.1.1 a printed copy of every Directors' report and Auditors' report
                accompanied by the Company's annual accounts and every document
                required by law to be attached to them; or

        156.1.2 where permitted by the Statutes, a summary financial statement
                derived from the Company's annual accounts prepared in
                accordance with the Statutes

        shall not less than 21 clear days before the date of the meeting be
        delivered or sent to every Member (whether or not entitled to receive
        notices of general meetings) and to every holder of debentures of the
        Company (whether or not entitled to receive notices of general meetings)
        and to every other person who is entitled to receive notices of general
        meetings from the Company under the provisions of the Statutes or of
        these Articles. This Article does not require a copy of such documents
        to be sent or delivered to any Member or holder of debentures of whose
        address the Company is not aware nor to more than one of the joint
        holders of any shares or debentures; but any Member or debenture holder
        to whom a copy of these documents has not been sent shall be entitled to
        receive a copy free of charge on application at the Office.

156.2   The accidental omission to deliver or send a copy of any document
        required to be delivered or sent to any person pursuant to this Article
        or the non-receipt of any document by any person entitled to receive it
        does not invalidate any such document or the proceedings at any general
        meeting.

UNTRACED SHAREHOLDERS

157.    POWER OF SALE

157.1   The Company is entitled to sell at the best price reasonably obtainable
        any share of a Member or any share to which a person is entitled by
        transmission if:

        157.1.1 during a period of 12 years prior to the date of the publication
                of the advertisements referred to in Article 157.1.2 (or, if
                published on different dates, the earlier date) at least 3
                dividends (whether interim or final) in respect of the share in
                question have been paid and all warrants, orders and cheques in
                respect of the share sent in the manner authorised by these
                Articles have been returned undelivered or remained uncashed and
                no communication has been received by the Company from the
                Member or person entitled by transmission; and

        157.1.2 the Company, on expiry of the period of 12 years, has inserted
                advertisements in a national daily newspaper and in a newspaper
                circulating in the area of the registered address of the Member,
                or other person entitled by transmission, appearing in the
                Register or the last known address given by the Member or other
                person, giving notice of its intention to sell the share; and

        157.1.3 during the period of 3 months following the publication of the
                advertisements (or, if published on different dates, the later
                of the 2 advertisements) and prior to the


                                       50
<Page>

                date of sale the Company has not received any communication from
                the Member or person entitled by transmission; and

        157.1.4 in the event that the Ordinary Shares are listed on the London
                Stock Exchange or dealt in on AIM or any recognised investment
                exchange notice has been given, as required to such stock
                exchange, of its intention to sell the share.

157.2   If, during the period of 12 years or a further period ending on the date
        when all the requirements of Article 157.1 have been satisfied, an
        additional share has been issued in right of that held at the beginning
        of, or previously so issued during, those periods and all the
        requirements of Article 157.1 are satisfied in respect of the additional
        share, the Company is entitled to sell the additional share.

157.3   To give effect to any such sale, the Board may:

        157.3.1 in relation to certificated shares, appoint any person to
                execute as transferor an instrument of transfer of the shares
                to, or in accordance with the directions of, the purchaser and
                such instrument of transfer shall be as effective as if it had
                been executed by the holder of, or person entitled by
                transmission to, such shares; and

        157.3.2 in relation to uncertificated shares, exercise any of the
                Company's powers under Article 14.3 to effect the transfer of
                the shares to, or in accordance with the directions of, the
                purchaser and the exercise of such powers shall be as effective
                as if exercised by the registered holder of, or person entitled
                by transmission to, such shares

        and the transferee is not bound to see to the application of the
        purchase money and the title of the transferee is not affected by any
        irregularity or invalidity in the proceedings relating to the sale.

158.    APPLICATION OF PROCEEDS OF SALE

        The net proceeds of sale shall belong to the Company which shall be
        obliged to account to the Member or other person entitled by
        transmission for an amount equal to such proceeds and shall enter the
        name of such Member or other person in the books of the Company as a
        creditor for such amount. No trust is created and no interest is payable
        in respect of the debt and the Company is not required to account for
        any money earned on the net proceeds, which may be employed in the
        business of the Company or invested as the Directors think fit.

NOTICES

159.    NOTICES IN WRITING

        A notice to be given to or by any person pursuant to the Articles shall
        be in writing except that a notice convening a meeting of the Board or a
        committee of the Board need not be in


                                       51
<Page>

        writing. Nothing in these Articles shall affect any requirement of the
        Statutes that any particular offer, notice or other document be served
        in any particular manner. Any notice to the bearer of a warrant or to
        any other person who holds or is interested in shares in the Company in
        bearer form or any related coupons or talons shall be sufficiently given
        if advertised in at least two daily newspapers with a national
        circulation in the United Kingdom and any such notice shall be deemed
        given on the day when the advertisement appears.

160.    SERVICE OF NOTICES

        A notice or other document may be given to a Member by the Company
        personally or by letter. Any letter shall be sent by post stamped first
        class and addressed to such Member at the address in the Register or
        shall be left at that address (or at another address notified for the
        purpose) in an envelope addressed to that Member.

161.    NOTICE TO JOINT HOLDERS

        In the case of joint holders of a share, a notice or other document
        shall be given to whichever of them is named first in the Register and
        notice given in this way is sufficient notice to all the joint holders.

162.    ADDRESS OUTSIDE THE UNITED KINGDOM

        Subject to the Statutes, if any Member (or, in the case of joint
        holders, the person first named in the Register) has a registered
        address not within the United Kingdom he is entitled to have notices
        given to him at that address.

163.    DEEMED NOTICE

        A Member present in person or by proxy at a general meeting or a meeting
        of the holders of a class of shares is deemed to have received due
        notice of the meeting and, where required, of the purposes for which it
        was called.

164.    EVIDENCE OF SERVICE

164.1   Any notice or other document addressed to a Member at his registered
        address or address for service in the United Kingdom is deemed to be
        received, if personally delivered, at the time of delivery or, if sent
        by first class post, on the Business Day after the letter is posted or,
        if sent by second class post, on the second Business Day after the
        letter is posted. In proving service it is sufficient to prove that the
        letter was properly addressed and, if sent by post, stamped and posted.
        A notice or document left at a registered address for service in the
        United Kingdom is deemed to be received on the day it is left.

164.2   Any notice or other document addressed to a Member at his registered
        address or address for service outside the United Kingdom is deemed to
        be received, if personally delivered, at the time of delivery or, if
        sent by airmail, on the second Business Day after the letter is


                                       52
<Page>

        posted. In proving service it is sufficient to prove that the letter was
        properly addressed and, if sent by post, stamped and posted.

165.    NOTICE BINDING ON TRANSFEREES ETC.

        A person who becomes entitled by transmission to a share, transfer or
        otherwise is bound by a notice in respect of that share (other than a
        notice served by the Company under section 212 of the Act) which, before
        his name is entered in the Register, has been properly served on a
        person from whom he derives his title.

166.    NOTICE IN CASE OF ENTITLEMENT BY TRANSMISSION

        Where a person is entitled by transmission to a share, the Company may
        give a notice or other document to that person as if he were the holder
        of a share by addressing it to him by name or by the title of
        representative of the deceased or trustee of the bankrupt Member (or by
        similar designation) at an address in the United Kingdom supplied for
        that purpose by the person claiming to be entitled by transmission.
        Until an address has been supplied, a notice or other document may be
        given in any manner in which it might have been given if the death or
        bankruptcy or other event had not occurred. The giving of notice in
        accordance with this Article is sufficient notice to all other persons
        interested in the share.

167.    NOTICE BY ADVERTISEMENT

        If by reason of the suspension or curtailment of postal services in the
        United Kingdom the Company is unable effectively to convene a general
        meeting by notices sent through the post the Board may, if it thinks fit
        and as an alternative to any other method of service permitted by the
        Articles, resolve to convene a general meeting by a notice advertised in
        at least one national newspaper and such notice shall be deemed to have
        been duly received at noon on the day when the advertisement appears. In
        any such case the Company shall send confirmatory copies of the notice
        by post if at least 5 days prior to the meeting the posting of notices
        again becomes practicable.

WINDING UP AND INDEMNITY

168.    WINDING UP

        If the Company shall be wound up (whether the liquidation is voluntary,
        under supervision or by the Court) the liquidator may, with the
        authority of an extraordinary resolution and any sanction required by
        law, divide among the Members in kind the whole or any part of the
        assets of the Company and whether or not the assets consist of property
        of one kind or of different kinds and may for this purpose set such
        value as he deems fair on any class or classes of property and may
        determine on the basis of that valuation and in accordance with the then
        existing rights of Members how such division shall be carried out as
        between the Members or different classes of Members. The liquidator may,
        with the same authority, vest any part of the assets in trustees upon
        such trusts for the benefit of Members as the liquidator shall think fit
        but so that no Member shall be compelled to


                                       53
<Page>

        accept any asset in respect of which there is a liability or potential
        liability. For the avoidance of doubt the Board shall have power in the
        name and on behalf of the Company to present a petition to the Court for
        the Company to be wound up.

169.    INDEMNITY

169.1   Subject to the Statutes and without prejudice to any indemnity to which
        he may otherwise be entitled, every Director, Secretary or manager of
        the Company shall be entitled to be indemnified by the Company against
        all costs, charges, losses, expenses and liabilities incurred by him in
        the execution and discharge of his duties or the exercise of his powers,
        authorities and discretions, including any liability incurred by him in
        defending any proceedings, civil or criminal, which relate to anything
        done or omitted or alleged to have been done or omitted by him as an
        officer or employee of the Company and in which judgment is given in his
        favour or the proceedings are otherwise disposed of without any finding
        or admission of any material breach of duty on his part or in which he
        is acquitted or in connection with any application in which relief is
        granted to him by the court from liability in respect of negligence,
        default, breach of duty or breach of trust, in relation to the affairs
        of the Company.

169.2   Subject to the Statutes, the Board may exercise all the powers of the
        Company to purchase and maintain insurance for the benefit of a person
        who is an officer or employee, or former officer or former employee, of
        the Company or a Subsidiary Undertaking or in which the Company has an
        interest, direct or indirect, or who is or was a trustee of a retirement
        benefits scheme or another trust in which an officer or employee or
        former officer or former employee is or has been interested indemnifying
        him against any liability for negligence, default, breach of duty or
        breach of trust or any other liability which may lawfully be insured
        against by the Company.

170.    ADR DEPOSITARY

170.1   The ADR Depositary can appoint more than one person to be its proxy. As
        long as the appointment complies with the requirements of Article 170.2,
        the appointment can be made in any way and on any terms which the ADR
        Depositary thinks fit. Each person appointed in this way is called an
        Appointed Proxy.

170.2   The appointment must set out the number of Ordinary Shares ("Appointed
        Number") in relation to which an Appointed Proxy is appointed. The
        Appointed Numbers of all Appointed Proxies appointed by the ADR
        Depositary, when added together, must not be more than the number of
        American Depositary Shares.

170.3   The American Depositary Shares attributable to the ADR Depositary
        consist of the total of the number of Ordinary Shares registered in the
        name of the ADR Depositary.


                                       54
<Page>

170.4   The ADR Depositary must keep a register of the names and addresses of
        all the Appointed Proxies ("the Proxy Register"). The Proxy Register
        will also set out the Appointed Number of Ordinary Shares of each
        Appointed Proxy. This can be shown by setting out the number of American
        Depositary Receipts which each Appointed Proxy holds and stating that
        the Appointed Number of Ordinary Shares can be ascertained by
        multiplying the said number of American Depositary Receipts by such
        number which for the time being is equal to the number of Ordinary
        Shares which any one American Depositary Receipt represents.

170.5   The ADR Depositary shall allow anyone whom the Directors nominate to
        inspect the Proxy Register during usual business hours on a working day.
        The ADR Depositary must also provide, as soon as possible, any
        information contained in the Proxy Register if it is demanded by the
        Company or its agents.

170.6   An Appointed Proxy may only attend a general meeting if he provides the
        Company with written evidence of his appointment by the ADR Depositary
        for that general meeting. This must be in a form agreed between the
        Directors and the ADR Depositary.

170.7   Subject to the Act and these Articles and so long as the American
        Depositary Shares are sufficient to include an Appointed Proxy's
        Appointed Number:

        170.7.1 at a general meeting which an Appointed Proxy is entitled to
                attend, he is entitled to the same rights and has the same
                obligations in relation to his Appointed Number of Ordinary
                Shares as if the Appointed Proxy was the registered holder of
                such Ordinary Shares and he had been validly appointed in
                accordance with Articles 72, 73, 74, 77 and 78 by the ADR
                Depositary as its proxy in relation to those Ordinary Shares;
                and

        170.7.2 an Appointed Proxy can himself appoint another person to be his
                proxy in relation to his Appointed Number of Ordinary Shares, as
                long as the appointment is made and deposited in accordance with
                Articles 72, 73, 74, 77 and 78 and, if it is, the provisions of
                these Articles will apply to such an appointment as though the
                Appointed Proxy was the registered holder of such Ordinary
                Shares and the appointment was made by him in that capacity.

170.8   The Company may send to an Appointed Proxy at his address set out in the
        Proxy Register all the same documents as are sent to holders of Ordinary
        Shares.

170.9   The Company may pay to an Appointed Proxy at his address set out in the
        Proxy Register all dividends or other monies relating to the Appointed
        Proxy's Appointed Number of Ordinary Shares instead of paying this
        amount to the ADR Depositary. If the Company does this, it will have no
        obligation to make this payment to the ADR Depositary as well.

170.10  In order to determine which persons are entitled as Appointed Proxies
        to:

        170.10.1 exercise the rights conferred by Article 170.7;


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        170.10.2 receive documents sent pursuant to Article 170.8; and

        170.10.3 be paid dividends pursuant to Article 170.9;

        and the Appointed Number of Ordinary Shares in respect of which a person
        is to be treated as having been appointed as an Appointed Proxy for such
        purpose, the ADR Depositary may determine that the Appointed Proxies who
        are entitled are the persons entered in the Proxy Register at the close
        of business on a date (a "Record Date") determined by the ADR Depositary
        in consultation with the Company;

170.11  When a Record Date is determined for a particular purpose:

        170.11.1 the Appointed Number of Ordinary Shares in respect of an
                 Appointed Proxy will be treated as the number appearing
                 against his name in the Proxy Register as at the close of
                 business on the Record Date;

        170.11.2 this can be shown by setting out the number of American
                 Depositary Receipts which each Appointed Proxy holds and
                 stating that the number of Ordinary Shares can be ascertained
                 by multiplying the said number of American Depositary Receipts
                 by such number which for the time being is equal to the number
                 of Ordinary Shares which any one American Depositary Receipt
                 represents; and

        170.11.3 changes to entries in the Proxy Register after the close of
                 business on the Record Date will be ignored in determining the
                 entitlement of any person for the purpose concerned.

170.12  Except as required by the Companies Act, no Appointed Proxy will be
        recognised by the Company as holding any interest in Ordinary Shares
        upon any trust. Except for recognising the rights given in relation to
        general meetings by appointments made by Appointed Proxies pursuant to
        Article 170.7, the Company is entitled to treat any person entered in
        the Proxy Register as an Appointed Proxy as the only person (other than
        the ADR Depositary) who has any interest in the Ordinary Shares in
        respect of which the Appointed Proxy has been appointed.

170.13  If any question arises as to whether any particular person or persons
        has or have been validly appointed to vote (or exercise any other right)
        in respect of any Ordinary Shares (for example because the total number
        of Ordinary Shares in respect of which appointments are recorded in the
        Proxy Registrar is more than the number of American Depositary Shares)
        this question will, if it arises at or in relation to a general meeting,
        be determined by the Chairman of the general meeting. His decision
        (which can include declining to recognise a particular appointment or
        appointments as valid) will, if made in good faith, be final and binding
        on all persons interested.

170.14  If a question of the type described in Article 170.13 arises in any
        circumstances other than at or in relation to a general meeting, the
        question will be determined by the


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        Directors. Their decision (which can include declining to recognise a
        particular appointment or appointments as valid) will also, if made in
        good faith, be final and binding on all persons interested.



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