No. 617987


THE COMPANIES ACT 1948


and


THE COMPANIES ACTS 1985, 1989 AND 2006






PUBLIC COMPANY LIMITED BY SHARES






MEMORANDUM OF ASSOCIATION


And


ARTICLES OF ASSOCIATION


of


HSBC Holdings plc






Updated May 2008






No. 617987


[logo]


CERTIFICATE OF INCORPORATION






I Hereby
Certify, That


VERNAT TRADING CO. LIMITED


is this day
Incorporated under the Companies Act, 1948, and that the Company is Limited.


Given under my
hand at London this First day of January One Thousand Nine Hundred and Fifty
nine.


(Sd.) [Illegible]

Registrar of Companies


2






No. 617987


[logo]


CERTIFICATE OF INCORPORATION ON CHANGE OF
NAME


Whereas


VERNAT TRADING CO. LIMITED


was
incorporated as a limited company under the Companies Act, 1948, on the first
day of January, 1959.


And whereas by
special resolution of the Company and with the approval of the Board of Trade
it has changed its name.


Now therefore I
hereby certify that the Company is a limited Company incorporated under the
name of


VERNAT EASTERN AGENCIES LIMITED


Given under my
hand at London, this tenth day of February One thousand nine hundred and fifty
nine.


(Sd.) [Illegible]

Assistant Registrar of Companies


3






No. 617987


[logo]


CERTIFICATE OF INCORPORATION


ON CHANGE OF NAME


I hereby
certify that


VERNAT EASTERN AGENCIES LIMITED


having by special
resolution and with the approval of the Secretary of State changed its name, is
now incorporated under the name of


SILOM LIMITED


Given under my
hand at Cardiff the 13TH AUGUST 1981


(Sd.) E.A. WILSON

Assistant Registrar of Companies


4






No. 617987


[logo]


CERTIFICATE OF INCORPORATION


ON CHANGE OF NAME


I hereby
certify that


SILOM LIMITED


having by
special resolution changed its name, is now incorporated under the name of


HSBC HOLDINGS LIMITED


Given under my
hand at the Companies Registration Office, Cardiff the 12 DECEMBER 1990


(Sd.) A.M.
EVANS

an authorised officer


5






No. 617987


[logo]


CERTIFICATE OF INCORPORATION


ON RE-REGISTRATION OF PRIVATE COMPANY


AS A PUBLIC COMPANY


I hereby
certify that


HSBC HOLDINGS LIMITED


formerly
registered as a private company has this day been re-registered under the
Companies Act 1985 as a public company under the name of


HSBC HOLDINGS plc


and that the
company is limited.


Given under my
hand at Cardiff the 24TH DECEMBER 1990


(Sd.) H A
JELLIMAN

An Authorised Officer


6






No. F - 4746


[logo]


CERTIFICATE OF REGISTRATION


OF CHANGE OF NAME OF OVERSEA COMPANY


I hereby
certify that


HSBC HOLDINGS LIMITED


which was
incorporated in United Kingdom and has been registered in Hong Kong under part
XI of the Companies Ordinance, has changed its corporate name and is now
registered under the name of


HSBC Holdings plc.


Given under my
hand this Seventeenth day of January One Thousand Nine Hundred and Ninety-one.


(Sd.) W.H.
Kwok

for Registrar General

(Registrar of Companies)

Hong Kong


7






No. 617987


THE COMPANIES ACT, 1948






SPECIAL RESOLUTIONS


OF


VERNAT EASTERN AGENCIES LIMITED


Passed 19th March, 1959






At an
Extraordinary General Meeting of the above-named Company duly convened and held
at Garrard House, Gresham Street, London, E.C.2, on the 19th day of March,
1959, the following Resolutions were duly passed as Special Resolutions:


RESOLUTIONS


	
 

	
 


	
1.

	
That each of
 the shares of £1 in the capital of the Company be sub-divided into 8 shares
 of 2s. 6d. each.


	
 

	
 


	
2.

	
That for the
 purpose of acquiring the undertaking of The Eastern Agencies (1946) Ltd., the
 nominal share capital of the Company be increased from £100 to £150,000 by
 the creation of 1,199,200 shares of 2s. 6d. each ranking pari passu in all
 respects with the existing shares in the capital of the Company as subdivided
 by the last-preceding Resolution.


	
 

	
 


	
3.

	
That the
 provisions of the Memorandum of Association with respect to the objects of
 the Company be altered by deleting sub-clauses (a) to (s) inclusive of Clause
 3 and the whole of the declaration immediately following the end of
 sub-clause (s) aforesaid and by substituting therefor the several sub-clauses
 to Clause 3 which are lettered (A) to (R) inclusive and the declaration
 immediately following the end of sub-clause (R) aforesaid all of which are
 set forth in a reprint of the Company’s Memorandum of Association as proposed
 to be altered by this Resolution, a copy of which reprint has been produced
 to this Meeting and signed by the Chairman thereof for the purposes of
 identification.


	
 

	
 


	
4.

	
That the
 regulations contained in the printed document submitted to this Meeting and
 signed by the Chairman thereof for the purposes of identification be and the
 same are hereby approved and adopted as the Articles of Association of the
 Company in substitution for and to the exclusion of all the existing Articles
 of Association thereof.





(Sd.) J.G. Jekyll

Secretary


8






No. 617987


THE COMPANIES ACT, 1948


COMPANY LIMITED BY SHARES


ORDINARY RESOLUTION


of


VERNAT EASTERN AGENCIES LIMITED


Passed 18th August, 1964






At an
Extraordinary General Meeting of the Members of the above-named Company duly
convened and held on Tuesday the 18th day of August, 1964, the following
Resolutions were duly passed as Ordinary Resolutions, namely:--


RESOLUTIONS


	
 

	
 


	
1.

	
THAT the nominal
 share capital of the Company be increased to £300,000 by the creation of an
 additional 1,200,000 shares of 2/6d each.


	
 

	
 


	
2.

	
THAT
 1,200,000 Shares of 2/6d each credited as fully paid be distributed as
 capital among the holders of the existing shares registered at the close of
 business on the 17th July, 1964, in the proportion of one new
 share for every share then held, such new shares to rank pari passu in all
 respects with the existing shares of the Company and to rank for the full
 amount of all dividends declared after the date of the passing of this
 Resolution AND THAT sufficient of the Capital and Revenue Reserves of the
 Company be capitalised, appropriated and applied in making payment in full,
 at par, of the new shares hereby directed to be distributed.





(Sd.) J.E.
HART

Secretary


9






No. 617987


VERNAT EASTERN AGENCIES LIMITED


At an
EXTRAORDINARY GENERAL MEETING of the above-named Company held on 20 July 1981
the following Resolution No. 1 was passed as an ORDINARY RESOLUTION and
Resolutions Nos. 2, 3, and 4 as SPECIAL RESOLUTIONS:--


RESOLUTIONS


	
 

	
 

	
 


	
1.

	
THAT:--


	
 

	
 


	
 

	
(a)

	
the capital
 of the Company be increased from £300,000 to £301,500 by the creation of
 150,000 new Ordinary Shares of 1p each;


	
 

	
 

	
 


	
 

	
(b)

	
it is
 desirable that the sum of £1,500 (being part of the Company’s Reserves) be
 capitalised and accordingly that the Directors be and they are hereby
 authorized and directed to appropriate and apply that sum as capital in
 paying up in full at par the 150,000 unissued Ordinary Shares of 1p each of
 the Company and to allot and distribute such shares credited as fully paid to
 and amongst those persons who shall be registered in the books of the Company
 as the holders of the existing 2,400,000 issued and fully paid shares of 121⁄2p
 each in the capital of the Company immediately prior to the passing of this
 Resolution, in proportion to the number of such issued shares so held by them
 respectively;


	
 

	
 

	
 


	
 

	
(c)

	
forthwith
 upon the allotment of Ordinary Shares pursuant to paragraph (b) of this
 Resolution each of the said existing 2,400,000 issued and fully paid shares
 be converted into and become and be designated 1 Deferred Share of 121⁄2p
 having attached thereto the rights and privileges and being subject to the
 restrictions set out in the Articles of Association of the Company as altered
 by Resolution No. 3 below.


	
 

	
 

	
 


	
2.

	
THAT the
 name of the Company be changed to “SILOM LIMITED”.


	
 

	
 


	
3.

	
THAT the
 provisions of the Memorandum of Association with respect to the objects of
 the Company be altered by deleting sub-clause (A) of Clause 3 and
 substituting therefore the following sub-clause:--


	
 

	
 


	
 

	
“(A)

	
To purchase,
 exchange, improve, mortgage, charge, rent, let on lease, hire, surrender,
 license, accept surrenders of, and otherwise acquire any freehold, leasehold
 or other property, chattels and effects, whether situate in England or
 elsewhere, erect, pull-down, repair, alter, develop or otherwise deal with
 any building or buildings and adapt the same for the purposes of investment
 or re-investment.”





10






	
 

	
 


	
4.

	
THAT subject
 to the passing of Resolution No. 1 above the Regulations contained in the
 document now submitted to this Meeting and signed for the purpose of
 identification by the Chairman thereof be and the same are hereby adopted as
 the Articles of Association of the Company to the exclusion of and in
 substitution for the existing Articles of Association.





(Sd.) J.P.R.
BROWN

Chairman


11






No. 617987


THE COMPANIES ACT 1948


AND


THE COMPANIES ACTS 1985 AND 1989






COMPANY LIMITED BY SHARES






RESOLUTION


of


SILOM LIMITED






Passed : 3 December 1990






At an
Extraordinary General Meeting of the above-named Company, duly convened and
held on 3 December
1990, the following Resolution was duly passed as a Special Resolution:


SPECIAL RESOLUTION


THAT the name
of the Company be changed to “HSBC Holdings Limited”.


	
 

	
 


	
 

	
(Sd.) S. G. BURROWS


	
 

	



	
 

	
Chairman of the Meeting





12






No. 617987


THE COMPANIES ACT 1948


and


THE COMPANIES ACTS 1985 AND 1989






COMPANY LIMITED BY SHARES






RESOLUTION


of


HSBC HOLDINGS LIMITED






Passed on 18 December 1990






At an
Extraordinary General Meeting of the above-named Company, duly convened and
held on 18 December 1990, the following Resolution was duly passed as a Special
Resolution:


SPECIAL RESOLUTION


	
 

	
 

	
 

	
 

	
 


	
 

	
“THAT the
 Company be re-registered forthwith as a public company and that:


	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
the name of
 the Company be changed to “HSBC Holdings plc”;


	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
the
 Memorandum of Association of the Company be altered by:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
i

	
the
 insertion of the following new Clause 2:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“2.

	
The Company
 is a public company.”


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
and by
 renumbering the existing Clauses 2 to 5 of the Memorandum accordingly; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ii

	
amending
 Clause 4 (as re-numbered by sub-paragraph (b)(i) above with respect to the
 objects of the Company by inserting the following new sub-paragraph in Clause
 4(A):


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“4(A)(1)

	
To act as
 the holding and co-ordinating company of a group of companies of which the
 Company is for the time being the holding company.”


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
and by
 re-numbering the existing Clause 4(A) (as re-numbered by sub-paragraph (b)(i)
 above) as sub-paragraph (2) of Clause 4(A).





13






	
 

	
 

	
 


	
 

	
(c)

	
the
 regulations contained in the document now submitted to this Meeting and
 signed for the purposes of identification by the Chairman thereof be and they
 are hereby adopted as the Articles of Association of the Company in place of
 the existing Articles of Association.





(Sd.) J.E. Strickland

Chairman


14






No. 617987


THE COMPANIES ACTS 1985 AND 1989






PUBLIC COMPANY LIMITED BY SHARES






RESOLUTIONS


of


HSBC Holdings plc






Passed 25 March, 1991






At an
Extraordinary General Meeting of the above-named Company, duly convened and
held on 25 March, 1991, the following Resolutions were duly passed of which
Resolutions Nos. 1 and 3 were passed as Special Resolutions and Resolution No.
2 was passed as an Ordinary Resolution:


SPECIAL RESOLUTION


	
 

	
 

	
 

	
 


	
1.

	
THAT
 conditional on and with effect from the date on which the Scheme of
 Arrangement dated 1 February, 1991 under section 166 of the Companies
 Ordinance (Cap. 32) of Hong Kong between The Hongkong and Shanghai Banking
 Corporation Limited and the holders of its shares of HK$2.50 each becomes
 effective:


	
 

	
 

	
 

	
 


	
 

	
(A)

	
(a)

	
every 100 of
 the Ordinary Shares of 1p each of the Company shall be consolidated into one
 Ordinary Share of £1;


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
every 8 of
 the Deferred Shares of 121⁄2p each of the Company shall be consolidated into
 one Deferred Share of £1;


	
 

	
 

	
 

	
 


	
 

	
(B)

	
each
 resulting Ordinary Share of £1 and each resulting Deferred Share of £1 shall
 be converted into and redesignated as a Non-voting Deferred Share of £1
 having the rights and privileges and being subject to the restrictions set
 out in the new Articles of Association of the Company to be adopted pursuant
 to paragraph (C) of this Resolution;


	
 

	
 

	
 

	
 


	
 

	
(C)

	
HK$20,000,000,000
 denominated in Hong Kong dollars and £301,500 denominated in pounds sterling
 by the creation of 2,000,000,000 Ordinary Shares of HK$10 each having the
 rights and privileges and being subject to the restrictions set out in the
 new Articles of Association of the Company to be adopted pursuant to
 paragraph (C) of this Resolution;


	
 

	
 

	
 

	
 


	
 

	
(D)

	
the
 Regulations contained in the document now submitted to this Meeting and
 signed for the purpose of identification by the Chairman thereof be and the 





15






	
 

	
 

	
 


	
 

	
 

	
same are
 hereby adopted as the new Articles of Association of the Company to the
 exclusion of and in substitution for the existing Articles of Association;
 and


	
 

	
 

	
 


	
 

	
(E)

	
the
 provisions of the Memorandum of Association with respect to the objects of
 the Company be altered by deleting Clause 4 thereof and substituting therefor
 a new Clause 4 in the form contained in the document now submitted to this
 Meeting and signed for the purpose of identification by the Chairman thereof.





ORDINARY RESOLUTION


	
 

	
 


	
2.

	
THAT
 conditional on and with effect from the date on which the Scheme of
 Arrangement dated 1 February, 1991 under section 166 of the Companies
 Ordinance (Cap. 32) of Hong Kong between The Hongkong and Shanghai Banking
 Corporation Limited and the holders of its shares of HK$2.50 each (“the Scheme”)
 becomes effective the Directors be and they are hereby generally authorised
 pursuant to and for the purposes of section 80 of the Companies Act 1985
 (“the Act”) to exercise all the powers of the Company to allot relevant
 securities (within the meaning of that section) up to an aggregate nominal
 amount of HK$20,000,000,000 provided that this authority shall be limited so
 that, otherwise than pursuant to (i) issues of Ordinary Shares of HK$10 each
 of the Company pursuant to the Scheme or (ii) a rights issue where relevant
 securities are offered to shareholders on a fixed record date in proportion
 to their then holdings of shares (subject to such exclusions or other
 arrangements as the Directors may deem necessary or expedient in relation to
 fractional entitlements or having regard to any restrictions or obligations
 under the laws of or the requirements of any recognized regulatory body or
 stock exchange in any territory outside Hong Kong or otherwise howsoever) or
 (iii) any scrip dividend scheme or similar arrangements implemented in
 accordance with the Articles of Association of the Company, the aggregate
 nominal amount of the relevant securities to be allotted by the Directors
 pursuant to this authority shall not in aggregate exceed five per cent. of
 the nominal amount of the issued Ordinary share capital of the Company
 immediately following the issue of Ordinary Shares of HK$10 each of the
 Company pursuant to the Scheme and such authority shall expire at the
 conclusion of the Annual General Meeting of the Company to be held in 1991
 save that this authority shall allow the Company before the expiry of this
 authority to make offers or agreements which would or might require relevant
 securities to be allotted after such expiry and the Directors may allot relevant
 securities in pursuance of such offers or agreements as if the authority
 conferred hereby had not expired.


	
 

	
 


	
SPECIAL RESOLUTION


	
 


	
3.

	
THAT,
 subject to the passing of Resolution No. 2 set out in the Notice dated 25
 March, 1991 convening this Meeting and to such Resolution becoming effective,
 the Directors be and they are hereby empowered, pursuant to section 95 of the
 Companies Act 1985 (“the Act”) to allot equity securities (as defined in
 section 94 of the Act) pursuant to the authority conferred by the aforesaid
 Resolution No. 2 as if section 89(1) of the Act did not apply to any such
 allotment provided that this power shall expire at the conclusion of the
 Annual General Meeting of the Company to be held in 1991 save that this power
 shall enable the Company prior to the expiry of this power to make offers or
 agreements which would or might require equity securities to be allotted
 after the 





16






	
 

	
 


	
 

	
expiry of
 this power and the Directors may allot equity securities in pursuance of such
 offers or agreements as if the power conferred hereby had not expired.





W. Purves
Chairman


17






HSBC Holdings plc


CONSENT TO VARIATION OF CLASS RIGHTS


          We,
the undersigned, being the registered holders of all the issued Deferred Shares
of 121⁄2p each of HSBC Holdings plc hereby consent to and sanction any variation
or abrogation of the rights attaching to such shares to be effected by the
passing of Special Resolution No. 1 set out in the Notice of Extraordinary
General Meeting of HSBC Holdings plc to be held on 25 March, 1991.


	
 

	
 


	
Dated 25
 March, 1991

	
 


	
 

	
 


	
J.M. Gray

	
W.L. Chan 


	


	



	
Duly
 authorized

	
Duly
 authorised 


	
for and on
 behalf of

	
for and on
 behalf of


	
HSBC Holdings BV

	
Hongkong & Shanghai


	
 

	
Banking Corporation 


	
 

	
(Nominees) Limited





18






HSBC Holdings plc


CONSENT TO VARIATION OF CLASS RIGHTS


          We,
the undersigned, being the registered holder of all the issued Ordinary Shares
of 1p each of HSBC Holdings plc hereby consent to and sanction any variation or
abrogation of the rights attaching to such shares to be effected by the passing
of Special Resolution No. 1 set out in the Notice of Extraordinary General
Meeting of HSBC Holdings plc to be held on 25 March 1991.


	
 


	
Dated 25
 March, 1991


	
 


	
J.M. Gray


	



	
Duly
 authorized


	
for and on behalf
 of


	
HSBC Holdings BV





19






HSBC Holdings plc


CONSENT TO VARIATION OF CLASS RIGHTS


          We,
the undersigned, being the registered holder of all the issued Non-voting
Deferred Shares of £1 each of HSBC Holdings plc hereby consent to and sanction
any variation, modification or abrogation of the rights attaching to such
shares to be effected by the passing of the Special Resolution set out in the
Notice of Extraordinary General Meeting of HSBC Holdings plc dated 11 May 1992.


	
 


	
Dated 11 May
 1992


	
 


	
R.P.
 Hennessy


	



	
Duly
 authorised for and on behalf of


	
WTL Limited





20







No. 617987


THE COMPANIES ACTS 1985 AND 1989






PUBLIC COMPANY LIMITED BY SHARES






RESOLUTION


of


HSBC Holdings plc






Passed 9 June 1992






          At
the Extraordinary General Meeting of HSBC Holdings plc held on Level 18, 1
Queen’s Road Central, Hong Kong on Tuesday, 9 June 1992, the following SPECIAL
RESOLUTION was passed:


SPECIAL RESOLUTION


THAT:


	
 

	
 


	
(A)

	
the proposed
 acquisition by the Company and/or any of its subsidiaries and/or subsidiary
 undertakings of any of the shares in the capital of Midland Bank plc
 (“Midland”) on such terms and conditions as may be approved by the Directors
 of the Company (or any duly constituted committee thereof) (the “Directors”)
 and the offer by the Company to the shareholders of Midland upon the terms
 and subject to the conditions set out or referred to in the offer document
 and listing particulars dated 8 May 1992 and in the circular to shareholders
 of the Company dated 11 May 1992 each issued by or on behalf of the Company
 (copies of which documents are produced to the Meeting and for identification
 purposes signed by the Chairman of the Meeting) or upon and subject to the
 terms and conditions of any amended, varied, revised, extended, additional
 and/or other offer or offers or election(s) thereunder approved by the Directors
 (together the “Offer” which expression shall include any such amended,
 varied, revised extended, additional and/or other offer(s) or election(s)) be
 and they are hereby approved and that any acquisitions by the Company of
 shares in and of options over shares in Midland from any of the Directors or
 persons connected with any of the Directors be and are hereby approved for
 the purposes of section 320 of the Companies Act 1985, and that the Directors
 be and are hereby authorised to waive, amend, vary, revise or extend any of
 the terms and conditions of the Offer, to make any additional and/or other
 offer(s) to acquire shares in the capital of Midland and to do all such acts
 or things as they may consider necessary or desirable in connection with the
 Offer including, without prejudice to the generality of the foregoing, any
 such acts and things as are referred to in the said documents relating to
 regulatory issues, taxation or otherwise;





21






	
 

	
 

	
 

	
 

	
 


	
(B)

	
the
 Directors be and they are hereby authorised to make and implement such offers
 or other proposals to, or arrangements with, the holders of options over
 shares in Midland including options under any employees’ share scheme
 operated by Midland for the benefit of its employees, in each case on such
 terms and subject to such conditions as the Directors may consider
 appropriate;


	
 

	
 

	
 

	
 

	
 


	
(C)

	
the
 Directors be and they are hereby authorised to procure the Company and/or any
 of its subsidiaries and/or subsidiary undertakings to enter into, amend
 and/or perform any agreement, indemnity or arrangement with any third party
 or parties and/or waive any limitation of liability contained therein,
 whether in the ordinary course of business or otherwise, which they may
 consider in their absolute discretion necessary or desirable in connection
 with the Offer and/or the purchase of any shares in the capital of Midland
 and under which the Company and/or any of its subsidiaries and/or subsidiary
 undertakings agrees to grant or receive any option in respect of such shares
 and/or indemnity, and/or accept liability for costs, expenses, commissions
 and/or losses, whether in whole or in part and whether or not on a contingent
 basis, incurred by such third party or parties directly or indirectly in
 connection with the purchase, holding and/or disposal of any such shares; and


	
 

	
 

	
 

	
 

	
 


	
(D)

	
subject to
 and conditional upon the Offer becoming or being declared unconditional in
 all respects (other than as regards the coming into effect or passing of this
 Resolution): 


	
 

	
 

	
 

	
 

	
 


	
 

	
(i)

	
the
 authorised share capital of the Company denominated in pounds sterling be
 increased from £301,500 to £1,125,301,500 by the creation of 1,500,000,000
 Ordinary Shares of 75p each such shares having attached thereto the rights
 and privileges and being subject to the limitations and restrictions set
 forth in the Articles of Association of the Company as altered by this
 Resolution;


	
 

	
 

	
 

	
 

	
 


	
 

	
(ii)

	
the Articles
 of Association of the Company be altered:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
by deleting
 the expressions and meanings of “Ordinary Share” and “£” in Article 2.1 and
 substituting the following expressions and meanings respectively:








	
 

	
 

	
 


	
 

	
“Ordinary
 Share

	
an Ordinary
 Share of the Company having a nominal amount of HK$10 or 75p;


	
 

	
 

	
 


	
 

	
£ and p or
 pence

	
pounds
 sterling and pence”;








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
by deleting
 Article 4.1 and substituting therefor the following:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“4.1

	
The
 authorised share capital of the Company is HK$20,000,000,000 denominated in
 Hong Kong dollars divided into 2,000,000,000 Ordinary Shares of HK$10 each
 and £1,125,301,500 denominated in pounds sterling divided into 1,500,000,000
 Ordinary Shares of 75p each and 301,500 Non-voting Deferred Shares of £1
 each.


	
 

	
 

	
 

	
 

	
 





22






	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
4.2

	
The Ordinary
 Shares rank pari passu in all respects.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
4.3

	
Fully paid
 Ordinary Shares confer identical rights in respect of capital, dividends
 (save where and to the extent that any such share is issued on terms
 providing that it shall rank for dividend as from a particular date), voting
 and otherwise notwithstanding that they are denominated in different
 currencies and shall be treated as if they are one single class of shares.”;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
by
 substituting the following words in Article 5.1(2) for the words “after all
 other holders of shares in the Company have been repaid their capital in full
 and such holders have received an additional amount of £10,000,000 per
 share”:


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
“after there
 shall have been distributed (in cash or specie) to the holders of the
 Ordinary Shares the amount of £10,000,000 in respect of each Ordinary Share
 held by them respectively. For this purpose distributions in currency other
 than sterling shall be treated as converted into sterling, and the value of
 any distribution in specie shall be ascertained in sterling, in each case in
 such manner as the Board or the Company in general meeting may approve.”;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
by inserting
 the following new Article as Article 6.2 immediately after Article 6.1:


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“6.2 

	
(1)

	
This Article
 6.2 applies to any rights issue of any New Securities (as hereinafter
 defined) or any invitation to subscribe for any such securities which the
 Company may make in favour of holders of Ordinary Shares.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(2)

	
Whenever
 this Article 6.2 applies, the Company shall subject to the following
 provisions of this Article 6.2 extend the same invitation to all holders of
 Ordinary Shares at the same price and on the same terms.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(3)

	
Notwithstanding
 anything herein contained, whenever this Article 6.2 applies:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(a)

	
the Board
 may make such exclusions or other arrangements as the Board may deem
 necessary or expedient in relation to fractional entitlements or having
 regard to any restrictions or obligations under the laws of or the
 requirements of any regulatory body or stock exchange in any territory or
 otherwise howsoever;





23






	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(b)

	
the Board
 may offer to holders of Ordinary Shares denominated in one currency Ordinary
 Shares denominated in the same or some other currency (or the right to
 subscribe for or to convert into or to exchange any securities for any such
 Ordinary Shares) and may give to any holders of Ordinary Shares a choice as
 to the currency in which the Ordinary Shares which they acquire (whether in
 pursuance of the rights issue or any such right as aforesaid) are
 denominated;


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(c)

	
the Board
 may determine that the price per New Security may be converted into such
 currency or currencies at such rate or rates of exchange as the Board may in
 its absolute discretion determine and so that the invitation may be made to
 holders of Ordinary Shares in different currencies and so that such holders
 may be given the option of subscribing in one or more different currencies;


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(d)

	
if the Board
 determines to exercise the powers conferred by paragraphs (b) or (c) above,
 it need not exercise such powers in the same manner or to the same extent in
 relation to all holders of Ordinary Shares but may exercise such powers in
 relation to such holders of Ordinary Shares and in such manner and to such
 extent as it shall in its absolute discretion think fit.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(4)

	
In this
 Article 6.2, “New Securities” means Ordinary Shares or any securities
 conferring the right to subscribe for or convert into or to exchange such
 security for Ordinary Shares.”;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
by deleting
 in Article 35.1 the words “Without prejudice to the provisions of Articles
 35.2 and 40, the” and substituting therefor the word “The”, by adding at the
 end of Article 35.1(c) the words “and in respect of shares denominated in the
 same currency” and by deleting Article 35.2;


	
 

	
 

	
 

	
 


	
 

	
 

	
(f)

	
by deleting
 Article 40;


	
 

	
 

	
 

	
 


	
 

	
 

	
(g)

	
by inserting
 the following paragraph at the end of Article 45.1:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“Any
 resolution for consolidation and division of Ordinary Shares into shares of a
 larger nominal amount pursuant to paragraph (b) of this Article and any
 resolution for sub-division of Ordinary Shares into shares of a smaller
 amount pursuant to paragraph (d) of this Article shall constitute a variation
 of the rights attached to the Ordinary Shares 





24






	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
unless such resolution shall affect all the
 Ordinary Shares in issue in like manner and to like extent.”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(h)

	
by inserting
 the following new Article as Article 47.2 immediately after Article 47.1:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“47.2

	
Without
 prejudice to the generality of Article 47.1, the passing and/or
 implementation of any special resolution for the reduction of the capital
 paid up on any Ordinary Shares and for the cancellation of such Shares
 accordingly for the purpose only of, and followed by, the application (as
 nearly as may be) of the reserve then arising in or towards the payment up in
 full of the same number of new Ordinary Shares denominated in a different
 currency (which need not be any currency in which any issued Ordinary Share
 is then denominated) but having the same rights as and ranking pari passu in
 all respects with Ordinary Shares for the purposes of these Articles and the
 distribution of such new Ordinary Shares credited as fully paid to the
 holders of the Ordinary Shares so cancelled in proportion to the number of
 such Shares then held by them respectively shall not involve any variation or
 abrogation of the rights attached to any Ordinary Shares cancelled as
 aforesaid (or of the rights attached to any other Ordinary Share) and all
 Ordinary Shares whenever issued are subject to the restriction that the
 passing and/or implementation of any such resolution shall not require the
 consent or sanction of the holders of any Ordinary Shares to be given in
 accordance with Article 49.1 or otherwise.”;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
by inserting
 the following new Article as Article 49.2 immediately after Article 49.1:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“49.2

	
Ordinary
 Shares whenever issued are subject to the restriction that the rights
 attached to them may be varied or abrogated by a special resolution of the
 Company without the separate consent or sanction (given in accordance with
 Article 49.1 or otherwise) of the holders of any of the Ordinary Shares
 provided that the rights attached to all the Ordinary Shares are thereby
 varied or abrogated in like manner and to like extent and accordingly neither
 the passing nor the implementation of any such resolution constitutes a
 variation or abrogation of any of the rights attached to any of the Ordinary
 Shares.”;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(j)

	
by deleting
 in Article 51.1 the words “on which any shares may be issued” and
 substituting therefor the words “of issue of or rights attached to any
 shares”; by deleting in Article 51.1 the words “or by the allotment of
 further shares ranking in priority thereto in any respect” and by inserting
 in Article 51.1 before the words “pari passu” the words “in priority to or”;





25






	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(k)

	
by deleting
 in each of Articles 52.1 and 53.1 the words “and in Hong Kong or such other
 place” and substituting therefor the words “and in such place”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(l)

	
by deleting
 the third sentence of Article 54.1;


	
 

	
 

	
 

	
 


	
 

	
 

	
(m)

	
by inserting
 the following Article as Article 55.5 immediately after the existing Article
 55.4:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“55.5

	
The holders
 of Ordinary Shares denominated in a currency other than sterling shall (if
 they would not do so apart from this paragraph) have the same rights as are
 enjoyed by holders of Ordinary Shares denominated in sterling under section
 376(2)(b) of the Act and accordingly any amount paid up on any Ordinary Share
 in any currency other than sterling shall for the purposes of such provision
 be treated as if it had been converted into sterling at such rate of exchange
 prevailing at or about the date of the requisition as the Board shall
 determine”.;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(n)

	
by deleting
 the words “or a Disclosure Notice (as defined in Article 40)” in Article
 81.1; by deleting the words “or a Disclosure Notice” in Articles 81.3, 81.5
 and 81.6; by deleting the words “and of Article 40.6,” in Article 81.4(a); by
 deleting the words “or from a Disclosure Notice” in Article 81.4(a), and by
 deleting the words in Article 81.4(b) and substituting therefor the words
 ““interested” shall be construed in accordance with section 212 of the Act”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(o)

	
by deleting
 Article 84.2;


	
 

	
 

	
 

	
 


	
 

	
 

	
(p)

	
by deleting
 Article 91.1 and substituting the following:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“At each
 annual general meeting of the Company one-third of the Directors who are
 subject to retirement by rotation or, if their number is not three or a
 multiple of three, the number nearest to but not exceeding one-third shall
 retire from office.”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(q)

	
by deleting
 in Article 95.1 the words “but with the age of 65 being substituted for all
 references therein to the age of 70”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(r)

	
by deleting
 the words “within Hong Kong” in Article 100.1 and substituting therefor the
 words “within the United Kingdom or Hong Kong”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(s)

	
by deleting
 the words “in Hong Kong” in Article 113.1 and substituting therefor “in the
 United Kingdom or Hong Kong”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(t)

	
by deleting
 with effect from 1 January 1993 in Article 120.1 the words “No meetings of
 the Board shall be held in the United Kingdom”;





26






	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(u)

	
by deleting
 “Hong Kong” wherever that name appears in Article 121.1 and substituting
 therefor the words “the United Kingdom or Hong Kong”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
by deleting
 with effect from 1 January 1993 in Article 125.1 the words commencing with
 “Provided always ......” and ending with the words “...... in the United
 Kingdom”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(w)

	
by deleting
 “Hong Kong” wherever that name appears in Article 126.1 and substituting therefor
 the words “the United Kingdom or Hong Kong” and by deleting wherever those
 words appear in Article 126.1 the words “(other than the United Kingdom)”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(x)

	
by deleting
 with effect from 1 January 1993 in Article 127.1 the words “and in particular
 no meetings of a committee of the Board shall be held in the United Kingdom”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(y)

	
by adding
 the following sentence at the end of Article 142.1:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“If and
 whenever the shares on which any such dividend is declared are denominated in
 different currencies, the dividend shall be declared in a single currency
 (which may be any currency).”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(z)

	
by adding
 the following sentence as a second sentence in Article 143.1:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“The Board
 shall declare such dividend on all shares ranking pari passu in a single
 currency (which may be any currency) even if such shares are denominated in
 different currencies.”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(aa)

	
by deleting
 Article 144.1 and substituting the following:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“144.1

	
Except as
 otherwise provided by the terms of issue of or rights attached to any shares,
 all dividends shall be declared and paid according to the amounts paid up
 (otherwise than in advance of calls) on the shares on which the dividend is
 paid. For this purpose the same amount shall be deemed to have been paid up
 on all fully paid Ordinary Shares notwithstanding that they may be
 denominated in different currencies. Subject as aforesaid, all dividends
 shall be apportioned and paid proportionately to the percentage of the
 nominal amount (which shall in the case of Ordinary Shares be treated as the
 same amount as is hereby treated as paid up on all fully paid Ordinary
 Shares) paid up on the shares during any portion or portions of the period in
 respect of which the dividend is paid, but if any share is issued on terms
 providing that it shall rank for dividend as from a particular date, it shall
 rank for dividend accordingly.”;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(bb)

	
by deleting
 the words “other than Hong Kong dollars” in Article 148.2;





27






	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(cc)

	
by deleting
 in Article 149.1 the words “are left uncashed on two consecutive occasions or
 on one occasion if such cheque, warrant or order is returned to the Company
 undelivered” and substituting therefor the words “are returned to the Company
 or left uncashed on two consecutive occasions”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(dd)

	
by deleting
 Article 151 and substituting the following:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“151.1

	
The Board
 may, with the prior authority of an ordinary resolution of the Company and
 subject to such terms and conditions as the Board may determine, offer to any
 holders of Ordinary Shares the right to elect to receive in accordance with
 the provisions of this Article Ordinary Shares of the same or a different
 currency, credited as fully paid, instead of cash in any currency in respect
 of the whole (or some part, to be determined by the Board) of any dividend
 specified by the ordinary resolution. The following provisions shall apply:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(a)

	
the said
 resolution may specify a particular dividend, or may specify all or any
 dividends declared within a specified period or periods;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(b)

	
the
 entitlement of each holder of Ordinary Shares to new Ordinary Shares shall be
 such that the relevant value of the entitlement shall be as nearly as
 possible equal to (but not greater than) the cash amount (disregarding any
 tax credit) of the dividend that such holder would have received by way of
 dividend in the currency in which such dividend was declared or as converted
 into the equivalent amount in another currency if and in such manner as the
 Board shall so determine. For this purpose “relevant value” shall be
 calculated by reference to the average of the middle market quotations for
 the Ordinary Shares on The Stock Exchange, as derived from the Daily Official
 List, for the day on which the Ordinary Shares are first quoted “ex” the
 relevant dividend and the four subsequent dealing days, or in such other
 manner as the Board may determine on such basis as it considers to be fair
 and reasonable and the cash amount of the relevant dividend in a particular
 currency shall be converted into the equivalent amount in another currency if
 and in such manner as the Board shall so determine. A certificate or report
 by the Auditors as to the amount of the relevant value in respect of any
 dividend shall be conclusive evidence of that amount;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(c)

	
no fractions
 of a share shall be allotted;





28






	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(d)

	
the Board
 shall, after determining the basis of allotment, notify the holders of
 Ordinary Shares in writing of the right of election offered to them, and
 specify the procedure to be followed and place at which, and the latest time
 by which, elections must be lodged in order to be effective;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(e)

	
the Board
 may exclude from any offer any holders of Ordinary Shares or any Ordinary
 Shares held by a Depositary where the Board considers that the making of the
 offer to them or in respect of such shares would or might involve the
 contravention of the laws of any territory or that for any other reason the
 offer should not be made to them or in respect of such shares;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(f)

	
the Board
 may determine that every duly effected election in respect of any Ordinary
 Shares shall be binding on every successor in title to the holder thereof;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(g)

	
the dividend
 (or that part of the dividend in respect of which a right of election has
 been offered) shall not be payable on Ordinary Shares in respect of which an
 election has been duly made (“the elected Ordinary Shares”) and instead
 additional Ordinary Shares shall be allotted, credited as fully paid, to the
 holders of the elected Ordinary Shares on the basis of their entitlement
 pursuant to paragraph (b) of this Article 151.1. For such purpose the Board
 may capitalise, out of any amount for the time being standing to the credit
 of any reserve or fund (including any share premium account or capital
 redemption reserve) or of any of the profits which could otherwise have been
 applied in paying dividends in cash as the Board may determine, a sum equal
 to the aggregate nominal amount or amounts of the additional Ordinary Shares
 to be allotted on that basis and apply it in paying up in full the
 appropriate number of unissued Ordinary Shares for allotment and distribution
 to the holders of the elected Ordinary Shares on that basis. A Board
 resolution capitalising any part of such reserve or fund or profits shall
 have the same effect as if such capitalisation had been declared by ordinary
 resolution of the Company in accordance with Article 153 and in relation to
 any such capitalisation the Board may exercise all the powers conferred on
 them by Article 153 without need of such ordinary resolution;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(h)

	
the
 additional Ordinary Shares so allotted shall rank pari passu in all respects
 with each other and with the fully paid Ordinary Shares in issue on the
 record date for the dividend in respect of which the right of election has
 





29






	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
been offered, except that they will not rank for any dividend or other
 distribution or other entitlement which has been declared, paid or made by
 reference to such record date; and


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(i)

	
the Board
 may terminate, suspend or amend any offer of the right to elect to receive
 Ordinary Shares in lieu of any cash dividend at any time.”;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(ee)

	
by deleting
 in Article 153.1(b) the words commencing with “to the holders of Ordinary
 Shares in proportion to the nominal amounts of the shares” and ending with
 the words “and were distributed by way of dividend” and substituting therefor
 the words “to the holders of Ordinary Shares (whether or not fully paid) in
 proportion to the number of such shares held by them respectively”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ff)

	
by adding
 the following further proviso at the end of Article 153.1(b):


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“and
 provided further that the sum appropriated as hereinbefore mentioned need not
 be in the same currency as the securities which it is to be used to pay up
 but in that event and for the purpose of determining the extent to which such
 securities are paid up by such sum the Board shall select such rate of
 exchange as it shall consider appropriate.”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(gg)

	
by inserting
 the following new Article as Article 153.2:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“153.2

	
Whenever the
 Ordinary Shares are denominated in different currencies and the Board is
 given authority under Article 153.1 to make an allotment of new Ordinary
 Shares credited as fully paid the holders of Ordinary Shares shall unless in
 respect of all or any of such Shares the Board otherwise resolves receive by virtue of such allotment Ordinary
 Shares (credited as fully paid) denominated in the same currency as the
 Ordinary Shares in right of which they are allotted. If the Board resolves
 otherwise in respect of any Ordinary Shares it may determine either that the
 holders of such Shares should receive, or that the holders of such Shares
 should have the right to elect to receive, Ordinary Shares denominated in
 some currency other than that in which their Shares are denominated and so
 that the Board may if it thinks fit exercise its powers under this Article
 differently in relation to different Ordinary Shares. The rights attached to
 an Ordinary Share shall not be deemed to be varied or abrogated by reason
 only that any Ordinary Share offered or allotted to the holder thereof in
 pursuance of this Article is denominated in a different currency from or the
 same currency as any other Ordinary Share allotted to any other holder of
 Ordinary Shares on the same occasion or is denominated in the same or a
 different currency from the Ordinary Share in right of which it is
 allotted.”;





30






	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(hh)

	
by adding
 the following sentence at the end of Article 154.1:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
“Different
 dates may be fixed as record dates in respect of shares registered on
 different Registers.”; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
by inserting
 the following as a new Article 166.1 and renumbering the existing Article
 166.1 as Article 166.2:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“166.1

	
If the
 Company is wound up, the assets available for distribution among the holders
 of Ordinary Shares shall be distributed among such holders in proportion to
 the number of Ordinary Shares held by them respectively notwithstanding that
 such Ordinary Shares may be denominated in different currencies. The
 distribution of any amount under this Article to the holder of any Ordinary
 Share which at the date of such distribution is not fully paid up shall be
 adjusted so as to ensure that the holder gives credit against such
 distribution for the amount remaining unpaid on his share.”;


	
 

	
 

	
 

	
 

	
 


	
 

	
(iii)

	
in
 substitution for any other authority conferred upon the Directors to allot
 relevant securities of the Company (but without prejudice to any exercise of
 such other authority prior to the date on which this Resolution becomes
 effective), the Directors be and they are hereby generally and
 unconditionally authorised pursuant to and for the purposes of section 80 of
 the Companies Act 1985 (“the Act”) to exercise all the powers of the
 Company to allot relevant securities (within the meaning of that section) up
 to an aggregate nominal amount of HK$3,698,512,180 and £1,125,000,000
 provided that this authority shall be limited so that, otherwise than
 pursuant to:


	
 

	
 

	
 


	
 

	
 

	
(a)

	
the Offer,
 proposals and arrangements referred to in paragraphs (A) and (B) of this
 Resolution or any acquisition of shares of Midland pursuant to sections 428
 to 430F of the Act or otherwise; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
a rights
 issue in favour of (a) ordinary shareholders where the relevant securities
 respectively attributable to the interests of all ordinary shareholders are
 proportionate (or as nearly as may be) to the respective numbers of Ordinary
 Shares held by them and (b) holders of securities, bonds, debentures or
 warrants which, in accordance with the rights attaching thereto, are entitled
 to participate in such a rights issue, but subject to such exclusions or
 other arrangements as the Directors may deem necessary or expedient in
 relation to fractional entitlements or having regard to any restrictions or
 obligations under the laws of or the requirements of any regulatory body or
 stock exchange in any territory or otherwise howsoever; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
the terms of
 any share scheme for employees of the Company or any of its subsidiaries; or





31






	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
any scrip
 dividend scheme or similar arrangements implemented in accordance with the
 Articles of Association of the Company,


	
 

	
 

	
 

	
 


	
 

	
 

	
the nominal
 amount of relevant securities to be allotted by the Directors pursuant to
 this authority shall not in aggregate exceed HK$815,074,391 and £26,400,000
 (equal to approximately 5 per cent of the nominal amount of each class of the
 Ordinary Shares of the Company expected to be in issue assuming full
 acceptance of the Offer) and such authority shall expire at the conclusion of
 the Annual General Meeting of the Company to be held in 1993 save that this
 authority shall allow the Company before the expiry of this authority to make
 offers or agreements which would or might require relevant securities to be
 allotted after such expiry and the Directors may allot relevant securities in
 pursuance of such offers or agreements as if the authority conferred hereby
 had not expired;


	
 

	
 

	
 


	
 

	
(iv)

	
the
 Directors be and they are hereby empowered, pursuant to section 95 of the
 Act, to allot equity securities (as defined by section 94 of the Act)
 pursuant to the authority conferred by this Resolution as if section 89(1) of
 the Act did not apply to any such allotment provided that this power shall expire
 at the conclusion of the Annual General Meeting of the Company to be held in
 1993 save that this power shall enable the Company prior to the expiry of
 this power to make offers or agreements which would or might require equity
 securities to be allotted after the expiry of this power and the Directors
 may allot equity securities in pursuance of such offers or agreements as if
 the power conferred hereby had not expired, and all authorities previously
 conferred under section 95 of the Act shall be revoked on the date on which
 this Resolution becomes effective but without prejudice to any exercise of
 such other authorities prior to the date on which this Resolution becomes
 effective; and


	
 

	
 

	
 


	
 

	
(v)

	
the
 Directors be and are hereby empowered:


	
 

	
 

	
 


	
 

	
 

	
(a)

	
to exercise
 the power conferred on them by Article 151 of the Articles of Association of
 the Company as altered by this Resolution in respect of all or part of any
 dividend payable in respect of any financial period of the Company ending on
 or before 31 December 1996;


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
to
 capitalise from time to time the appropriate nominal amount or amounts of new
 shares of the Company falling to be allotted pursuant to elections made under
 the Company’s scrip dividend scheme out of the amount or amounts standing to the
 credit of any reserve account or fund of the Company, to apply that sum in
 paying up in full the relevant number of such new shares and to allot such
 new shares pursuant to such elections; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
generally to
 implement the Company’s scrip dividend scheme on such terms and conditions as
 the Directors may from time to time determine and to take such other actions
 as the Directors may deem necessary or desirable from time to time in respect
 of the Company’s scrip dividend scheme.





32






W Purves
Chairman


33







No. 617987 


THE COMPANIES ACTS 1985 AND 1989



PUBLIC COMPANY LIMITED BY SHARES


RESOLUTION


of


HSBC Holdings plc





Passed 9 June 1992






          At
the Separate General Meeting of the holders of the Ordinary Shares of HK$10
each in the capital of HSBC Holdings plc held on Level 18, 1 Queen’s Road
Central, Hong Kong on Tuesday, 9 June 1992, the following EXTRAORDINARY
RESOLUTION was passed: 


EXTRAORDINARY RESOLUTION


THAT this
Separate General meeting of the holders of the Ordinary Shares of HK$10 each in
the capital of the Company (“the Ordinary Shares”) hereby approves and
sanctions on behalf of the holders of all the Ordinary Shares the passing as a
Special Resolution of the Company of the Resolution set out in the Notice dated
11 May 1992 convening an Extraordinary General Meeting of the Company for
Tuesday, 9 June 1992 and approves and sanctions on behalf as aforesaid each and
every variation, modification or abrogation of the rights attached to the
Ordinary Shares as is or may be involved in or effected by or pursuant to the
passing or coming into effect of the said Resolution as aforesaid or as results
or may result from any issue of shares or other securities contemplated by the
said Resolution. 


W Purves
Chairman 


34






No. 617987 


THE COMPANIES ACTS 1985 AND 1989 






PUBLIC COMPANY LIMITED BY SHARES


RESOLUTIONS


of


HSBC Holdings plc






Passed 28 May 1993






At the Annual
General Meeting of the above-named Company duly convened and held on 28 May
1993, the following Resolutions were duly passed: 


ORDINARY RESOLUTION


	
 

	
 

	
 


	
4.

	
THAT the
 Directors be and they are hereby generally and unconditionally authorised
 pursuant to and for the purposes of section 80 of the Companies Act 1985
 (“the Act”) to exercise all the powers of the Company to allot relevant
 securities (within the meaning of that section) up to an aggregate nominal
 amount of HK$3,089,694,650 and £204,018,865 provided that this authority
 shall be limited so that, otherwise than pursuant to: 


	
 

	
 

	
 


	
 

	
(a)

	
a rights
 issue, or other issue in favour of (i) ordinary shareholders where the
 relevant securities respectively attributable to the interests of all
 ordinary shareholders are proportionate (or as nearly as may be) to the
 respective number of Ordinary Shares held by them and (ii) holders of
 securities, bonds, debentures or warrants which, in accordance with the
 rights attaching thereto, are entitled to participate in such a rights issue,
 or other issue, but subject to such exclusions or other arrangements as the
 Directors may deem necessary or expedient in relation to fractional
 entitlements or securities represented by depositary receipts or having
 regard to any restrictions or obligations under the laws of or the
 requirements of any regulatory body or stock exchange in any territory or
 otherwise howsoever; or 


	
 

	
 

	
 


	
 

	
(b)

	
the terms of
 any share scheme for employees of the Company or any of its subsidiary
 undertakings; or


	
 

	
 

	
 


	
 

	
(c)

	
any scrip
 dividend scheme or similar arrangements implemented in accordance with the
 Articles of Association of the Company, the nominal 





35







	
 

	
 


	
 

	
amount of
 relevant securities to be allotted by the Directors pursuant to this
 authority shall not in aggregate exceed HK$845,515,260 and £30,602,829 (equal
 to approximately 5 per cent. of the nominal amount of each class of Ordinary
 Shares of the Company in issue at the date of the Notice of this Meeting) and
 such authority shall expire at the conclusion of the Annual General Meeting
 of the Company to be held in 1994 save that this authority shall allow the
 Company before the expiry of this authority to make offers or agreements
 which would or might require relevant securities to be allotted after such
 expiry and the Directors may allot relevant securities in pursuance of such
 offers or agreements as if the authority conferred hereby had not expired. 





SPECIAL RESOLUTIONS


	
 

	
 

	
 


	
5.

	
THAT,
 subject to the passing of Resolution No. 4 set out in the Notice convening
 this Meeting, the Directors be and they are hereby empowered, pursuant to
 section 95 of the Companies Act 1985 (“the Act”) to allot equity securities
 (as defined by section 94 of the Act) pursuant to the authority conferred by
 Resolution No 4 as if section 89(1) of the Act did not apply to any such
 allotment, provided that this power shall expire at the conclusion of the
 Annual General Meeting of the Company to be held in 1994 save that this power
 shall enable the Company prior to the expiry of this power to make offers or
 agreements which would or might require equity securities to be allotted
 after the expiry of this power and the Directors may allot equity securities
 in pursuance of such offers or agreements as if the power conferred hereby
 had not expired. 


	
 

	
 

	
 


	
9

	
THAT: 


	
 

	
 

	
 


	
 

	
(A)

	
the
 authorised share capital of the Company denominated in pounds sterling be
 increased from £1,125,301,500 to £1,625,301,500 by the creation of 500,000,000
 non-cumulative preference shares of £1 each, such shares having attached
 thereto the rights and privileges and being subject to the limitations and
 restrictions set forth in the Articles of Association of the Company as
 altered by this resolution; 


	
 

	
 

	
 


	
 

	
(B)

	
in addition
 to and without prejudice to any other authority conferred upon the Directors
 to allot relevant securities of the Company including the authority conferred
 by Resolution No. 4 set out in the Notice convening this Meeting, the
 Directors be and they are hereby generally and unconditionally authorised
 pursuant to and for the purposes of section 80 of the Companies Act 1985 to
 exercise all the powers of the Company to allot all the 500,000,000 noncumulative
 preference shares of £1 each created by paragraph (A) of this resolution, and
 this authority shall expire at the conclusion of the Annual General Meeting
 of the Company to be held in 1994 save that this authority shall allow the
 Company before the expiry of this authority to make offers or agreements
 which would or might require the allotment of all or any of such shares after
 such expiry and the Directors may allot such shares in pursuance of such
 offers or agreements as if the authority conferred hereby had not expired; 





36







	
 

	
 

	
 

	
 

	
 


	
 

	
(C)

	
the Articles
 of Association of the Company be altered: 


	
 

	
 

	
 


	
 

	
 

	
(i)

	
by adding
 the following expression and meaning in Article 2.1: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“Sterling
 Preference
 Share               a
 non-cumulative preference share of £1”; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
by deleting
 Article 4.1 and substituting therefor the following: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“4.1

	
The
 authorised share capital of the Company is HK$20,000,000,000 denominated in
 Hong Kong dollars divided into 2,000,000,000 Ordinary Shares of HK$10 each and
 £1,625,301,500 denominated in pounds sterling divided into 1,500,000,000
 Ordinary Shares of 75p each, 500,000,000 Sterling Preference Shares of £1
 each and 301,500 Non-voting Deferred Shares of £1 each.”;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
by
 renumbering the existing Articles 5 and 5.1 as Articles 5A and 5A.1
 respectively and by inserting the following as a new Article 5: 


	
 

	
 

	
 

	
 

	
 


	
5

	
Rights of the Sterling Preference Shares 


	
 

	
 


	
5.1

	
The
 following rights and restrictions shall be attached to the Sterling
 Preference Shares: 


	
 

	
 

	
 

	
 

	
 


	
 

	
(1)

	
The Sterling
 Preference Shares shall rank pari passu inter se. They shall confer the
 rights and be subject to the limitations set out in this Article. They shall
 also confer such further rights (not being inconsistent with the rights set
 out in this Article) and be subject to such further limitations and
 restrictions as may be attached by the Board to such shares prior to
 allotment. Whenever the Board has power under this Article to determine any
 of the rights attached to any of the Sterling Preference Shares, the rights
 so determined need not be the same as those attached to the Sterling
 Preference Shares which have then been allotted or issued. The Sterling
 Preference Shares may be issued in one or more separate series and each
 series shall be identified in such manner as the Board may determine without
 any such determination or identification requiring any alteration to these
 Articles. 


	
 

	
 

	
 

	
 

	
 


	
 

	
(2)

	
Each
 Sterling Preference Share shall confer the following rights as to dividend,
 capital, the receipt of notices of meetings, attendance at meetings and
 voting: 


	
 

	
 

	
 


	
 

	
Income 


	
 

	
 


	
 

	
(a)

	
the right
 (subject to the provisions of paragraph (4) of this Article, if applicable)
 in priority to the payment of any dividend to the holders of Ordinary Shares
 and in priority to or pari passu with any payment of any dividend to the holders of any other
 class of shares in issue (other than shares which by their terms rank in
 priority to the Sterling Preference Shares as regards income) to a
 non-cumulative preferential dividend in sterling payable 





37







	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
at such rate
 (whether fixed, variable or floating or to be determined by a specified
 procedure, mechanism or formula) on such dates and on such other terms and
 conditions as may be determined by the Board prior to allotment thereof;


	
 

	
 

	
 


	
 

	
Capital


	
 

	
 


	
 

	
(b)

	
the right in
 a winding up of the Company (but not, unless otherwise provided by the terms
 of issue of such share, upon a redemption, reduction or purchase by the
 Company of any of its share capital) to receive out of the assets of the
 Company available for distribution to its members in priority to any payment
 to the holders of the Ordinary Shares and in priority to or pari passu with
 the holders of any other class of shares of the Company in issue (other than
 shares which by their terms rank in priority to the Sterling Preference
 Shares as regards repayment of capital): 


	
 

	
 

	
 


	
 

	
 

	
(i)

	
a sum in
 sterling equal to 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(A)

	
the amount
 of any dividend which is due for payment after the date of commencement of
 the winding up but which is payable in respect of a period ending on or
 before such date; and 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(B)

	
if the date
 of commencement of the winding up falls before the last day of a period in
 respect of which a dividend would have been payable and which began before
 such date, any further amount of dividend which would have been payable had
 such date been the last day of that period 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
but only to
 the extent that any such amount or further amount was, or would have been,
 payable as a cash dividend in accordance with or pursuant to this Article;
 and


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
subject
 thereto, a sum equal to the amount paid up or credited as paid up on such
 share together with such premium (if any) as may be determined by the Board
 (or by a procedure, mechanism or formula determined by the Board) prior to
 allotment thereof (and so that the Board may determine that such premium is
 payable only in specified circumstances); 


	
 

	
 

	
 

	
 


	
 

	
Receipt of notices


	
 

	
 


	
 

	
(c)

	
the right to
 have sent to the holder of such share (at the same time as the same are sent
 to the holders of Ordinary Shares) all notices of general meetings of the
 Company and a copy of every circular or other like document sent out by the
 Company to the holders of Ordinary Shares. 


	
 

	
 

	
 


	
 

	
Attendance and voting at meetings


	
 

	
 


	
 

	
(d)

	
the right to
 attend and vote at general meetings of the Company:- 





38







	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
if the
 dividend which is (or, but for any applicable provision of paragraph (4) of
 this Article, would be) most recently payable on such share shall not have been
 paid in full; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
if a
 resolution is to be proposed at the meeting varying or abrogating any of the
 rights attached to the class of shares of which such share forms part (and
 then only to speak and vote upon the relevant resolution); or 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
in such
 other circumstances, and upon and subject to such terms, as the Board may
 determine prior to allotment of such share; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
but not
 otherwise, together with the right, if so determined by the Board prior to
 allotment of such share, to join in a requisition of a general meeting of the
 Company in such circumstances, and upon and subject to such terms, as the
 Board may determine prior to allotment of such share. 


	
 

	
 

	
 


	
 

	
 

	
Whenever
 holders of Sterling Preference Shares are entitled to vote on a resolution,
 on a show of hands every such holder who is present in person shall have one
 vote and on a poll every such holder who is present in person or by proxy
 shall have one vote for every £1 in nominal amount of Sterling Preference
 share capital held by him. 


	
 

	
 

	
 


	
 

	
Limitations 


	
 

	
 


	
 

	
(3)

	
No Sterling
 Preference Share shall:- 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
confer any
 right to participate in the profits or assets of the Company other than that
 set out in sub-paragraphs (2)(a) and (b) of this Article; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
subject to
 the Act, confer any right to participate in any offer or invitation by way of
 rights or otherwise to subscribe for additional shares or securities in the
 Company; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
confer any
 right of conversion; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
confer any
 right to participate in any issue of bonus shares or shares issued by way of
 capitalisation of reserves save as set out in subparagraph (4)(d) of this
 Article. 


	
 

	
 

	
 

	
 


	
 

	
Further provision as to income 


	
 

	
 


	
 

	
(4)

	
All or any
 of the following provisions shall apply in relation to any Sterling
 Preference Shares of any series (“relevant Sterling Preference Shares”) if so
 determined by the Board prior to allotment thereof:- 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
(i)

	
if, on any
 date (“the relevant date”) on which a dividend (“the relevant dividend”)
 would otherwise fall to be paid on any relevant Sterling Preference Shares,
 the profits of the Company available for distribution are, in the opinion of
 the Board,





39







	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
insufficient
 to enable payment in full to be made of the relevant dividend, then:-


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(A)

	
none of the
 relevant dividend shall be payable; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(B)

	
the Board
 shall (after payment in full, or the setting aside of a sum required for
 payment in full, of all dividends payable on or before the relevant date on
 any shares in the capital of the Company in priority to the relevant Sterling
 Preference Shares) apply such profits, if any, in paying dividends to the
 holders of participating shares (as defined below) pro rata to the amounts of
 dividend on participating shares accrued and payable on or before the
 relevant date. For the purposes of this paragraph, the expression
 “participating shares” shall mean the relevant Sterling Preference Shares and
 any other shares in the capital of the Company which rank pari passu as to
 participation in profits with the relevant Sterling Preference Shares and on
 which either (1) a dividend is payable on the relevant date or (2) arrears of
 cumulative dividend are unpaid at the relevant date, but so that, if the
 Board determines prior to allotment of any relevant Sterling Preference
 Shares that the provisions of this sub-paragraph (a)(i) shall apply in
 relation thereto, they shall apply one (but not both) of (A) and (B) above;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
if it shall
 subsequently appear that any such dividend which has been paid in whole or in
 part should not, in accordance with the provisions of this sub-paragraph,
 have been so paid, then provided the Board shall have acted in good faith,
 they shall not incur any liability for any loss which any shareholder may
 suffer in consequence of such payment having been made; 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
if in the
 opinion of the Board the payment of any dividend on any relevant Sterling
 Preference Shares would breach or cause a breach of the Bank of England’s
 capital adequacy requirements from time to time applicable to the Company
 and/or any of its subsidiaries then none of such dividend shall be payable; 


	
 

	
 

	
 


	
 

	
(c)

	
if a
 dividend or any part thereof on any relevant Sterling Preference Shares is
 not paid for the reasons specified in sub-paragraphs (a) or (b) above, the
 holders of such shares shall have no claim in respect of such non-payment
 save as provided in sub-paragraph (d) below (if applicable); 


	
 

	
 

	
 


	
 

	
(d)

	
(i)

	
the
 provisions of this sub-paragraph (d) shall apply where any dividend otherwise
 payable on a particular date on any relevant Sterling Preference Shares (a
 “relevant instalment”) is, for the reasons specified in sub-paragraphs
 (a)(i)(A) or (b) above, not 





40







	
 

	
 

	
 


	
 

	
 

	
payable and
 the amounts (if any) standing to the credit of any of the Company’s reserves,
 including capital redemption reserve (if any) and share premium account (if
 any), or profit and loss account and available for the purpose are in
 aggregate sufficient to be applied and capable of being applied in paying up
 in full at par additional Sterling Preference Shares on the basis hereinafter
 provided in this sub-paragraph (d);


	
 

	
 

	
 


	
 

	
(ii)

	
on the date
 for payment of the relevant instalment had such instalment been paid, the
 Board shall, subject to the Act, allot and issue credited as fully paid to
 each holder of relevant Sterling Preference Shares such additional nominal
 amount of Sterling Preference Shares (disregarding any fractional
 entitlement) as is equal to an amount determined by multiplying the cash
 amount of the relevant instalment which would have been payable to him had
 such instalment been payable (exclusive of any associated tax credit) by a
 factor to be determined by the Board prior to allotment of the relevant
 Sterling Preference Shares; 


	
 

	
 

	
 


	
 

	
(iii)

	
for the
 purposes of paying up additional Sterling Preference Shares to be allotted
 pursuant to this sub-paragraph (d), the Board shall appropriate, out of such
 of the accounts or reserves of the Company available for the purpose as they
 shall determine, a sum equal to the aggregate nominal amount of the
 additional Sterling Preference Shares then to be allotted and shall make all
 appropriations and applications of such sum and all allotments and issues of
 fully paid Sterling Preference Shares and generally do all acts and things
 required to give effect thereto as they shall determine to be necessary or
 expedient; 


	
 

	
 

	
 


	
 

	
(iv)

	
as from the
 date of allotment thereof the additional Sterling Preference Shares allotted
 pursuant to this sub-paragraph (d) shall confer the same rights and be
 subject to the same limitations as, and shall rank pari passu in all respects
 with, the relevant Sterling Preference Shares save only as regards
 participation in the relevant instalment; 


	
 

	
 

	
 


	
 

	
(v)

	
if any
 additional Sterling Preference Shares falling to be allotted pursuant to this
 sub-paragraph (d) cannot be allotted by reason of any insufficiency in the
 Company’s authorised share capital or in the amount of relevant securities
 which the Board is authorised to allot in accordance with section 80 of the
 Companies Act 1985, the Board shall convene a general meeting, to be held as
 soon as practicable, for the purpose of considering a resolution or
 resolutions effecting an appropriate increase in the authorised share capital
 and granting the Board appropriate authority to allot relevant securities; 





41







	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(vi)

	
the Board
 may undertake and do such acts and things as it may consider necessary or
 expedient for the purposes of giving effect to the provisions of this
 sub-paragraph (d).


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
if any
 dividend on any relevant Sterling Preference Shares is not paid in full (or a
 sum is not set aside to provide for its payment in full), the Company may not
 (without the written consent of three quarters in nominal value of, or the
 sanction of an extraordinary resolution passed at a separate general meeting
 of, the holders of relevant Sterling Preference Shares) thereafter redeem,
 reduce, purchase or otherwise acquire for any consideration any other share
 capital of the Company ranking pari passu with or after the relevant Sterling
 Preference Shares (and may not set aside or establish any sinking fund for
 any such redemption, reduction, purchase or other acquisition) until such
 time as dividends on the relevant Sterling Preference Shares in respect of
 such period as the Board shall determine prior to allotment of the relevant
 Sterling Preference Shares shall have been paid in full (or a sum shall have
 been set aside to provide for such payment in full); 


	
 

	
 

	
 

	
 


	
 

	
 

	
(f)

	
if any
 dividend on any relevant Sterling Preference Shares is not paid in full (or a
 sum is not set aside to provide for its payment in full), no dividend may
 thereafter be declared or paid on any other share capital of the Company
 ranking as to dividend after the relevant Sterling Preference Shares (and no
 sum may be set aside for the payment of any such dividend on any other such
 share capital) until such time as dividends on the relevant Sterling
 Preference Shares in respect of such period as the Board shall determine
 prior to allotment of the relevant Sterling Preference Shares shall have been
 paid in full (or a sum shall have been set aside to provide for such payment
 in full); 


	
 

	
 

	
 

	
 


	
 

	
 

	
(g)

	
dividends
 payable on Sterling Preference Shares shall accrue from and to the dates
 determined by the Board prior to allotment thereof, and the amount of (or in
 respect of) any dividend payable in respect of any period shorter than a full
 dividend period will be calculated on the basis of a 365 day year (or, in a
 leap year, a 366 day year), and the actual number of days elapsed in such
 period. 


	
 

	
 

	
 

	
 


	
 

	
Redemption 


	
 

	
 


	
 

	
(5)

	
(a)

	
Unless
 otherwise determined by the Board in relation to Sterling Preference Shares
 of any series prior to allotment thereof, the Sterling Preference Shares
 shall, subject to the provisions of the Act, be redeemable at the option of
 the Company; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
In the case
 of any series of Sterling Preference Shares which are to be so redeemable: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
the Company
 may, subject to the provisions of the Act, redeem on any Redemption Date (as
 hereinafter defined) all or some only of the Sterling Preference Shares of
 such series by giving





42







	
 

	
 

	
 


	
 

	
 

	
to the
 holders of the Sterling Preference Shares to be redeemed not less than 14
 days’ nor more than 60 days’ prior notice in writing (a “Notice of
 Redemption”) of the relevant Redemption Date. “Redemption Date” means, in
 relation to a Sterling Preference Share of a particular series, any date
 which falls no earlier than five years and one day after the first date of
 allotment of Sterling Preference Shares of that series (or such later date as
 the Board determines prior to allotment);


	
 

	
 

	
 


	
 

	
(ii)

	
there shall
 be paid on each Sterling Preference Share so redeemed, in sterling, the
 aggregate of the nominal amount thereof and any premium credited as paid up
 on such share together with the sum which would have been payable pursuant to
 sub-paragraph (2)(b)(i) of this Article if the Redemption Date had been the
 date of commencement of a winding up of the Company; 


	
 

	
 

	
 


	
 

	
(iii)

	
in the case
 of redemption of some only of the Sterling Preference Shares in any series,
 the Company shall for the purpose of determining the particular Sterling
 Preference Shares to be redeemed cause a drawing to be made at the Office or
 such other place as the Board may approve in the presence of the Auditors; 


	
 

	
 

	
 


	
 

	
(iv)

	
any Notice
 of Redemption given under sub-paragraph (b)(i) above shall specify the
 applicable Redemption Date, the particular Sterling Preference Shares to be
 redeemed and the redemption price (specifying the amount of the accrued and
 unpaid dividend per share to be included therein and stating that dividends
 on the Sterling Preference Shares to be redeemed will cease to accrue on
 redemption), and shall state the place or places at which documents of title
 or such other evidence as may be accepted by the Board in respect of such Sterling Preference
 Shares are to be presented and surrendered for redemption and payment of the
 redemption monies is to be effected. Upon such Redemption Date, the Company
 shall redeem the particular Sterling Preference Shares to be redeemed on that
 date subject to the provisions of this paragraph and of the Act. No defect in
 the Notice of Redemption or in the giving thereof shall affect the validity
 of the redemption proceedings 


	
 

	
 

	
 


	
 

	
(v)

	
payments in
 respect of the amount due on redemption of a Sterling Preference Share shall
 be made by sterling cheque drawn on a bank in London or upon the request of
 the holder or joint holders not later than the date specified for the purpose
 in the Notice of Redemption by transfer to a sterling account maintained by
 the payee with a bank in London or by such other method as the Board may
 determine. Such payment will be made against presentation and surrender of
 the relative 





43







	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
certificate
 at the place or one of the places specified in the Notice of Redemption or
 against such other evidence as may be accepted by the Board and if any
 certificate or other evidence aforesaid so surrendered includes any Sterling
 Preference Shares not to be redeemed on the relevant Redemption Date the
 Company shall within 14 days thereafter issue to the holder, free of charge a
 fresh certificate or other evidence aforesaid in respect of such Sterling
 Preference Shares.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
All payments
 in respect of redemption monies will in all respects be subject to any
 applicable fiscal or other laws;


	
 

	
 

	
 

	
 


	
 

	
 

	
(vi)

	
as from the
 relevant Redemption Date the dividend on the Sterling Preference Shares due
 for redemption shall cease to accrue except on any such Sterling Preference
 Shares in respect of which, upon due surrender of the certificate or other
 evidence aforesaid, payment of the redemption monies due on such Redemption
 Date shall be improperly withheld or refused, in which case such dividend, at
 the rate then applicable, shall be deemed to have continued and shall
 accordingly continue to accrue from the relevant Redemption Date to the date
 of payment of such redemption monies. Such Sterling Preference Shares shall
 not be treated as having been redeemed until the redemption monies in
 question together with the accrued dividend thereon shall have been paid; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(vii)

	
if the due
 date for the payment of the redemption monies on any Sterling Preference
 Share is not a day on which banks in London are open for business (a
 “Sterling Business Day”) then payment of such monies will be made on the next
 succeeding day which is a Sterling Business Day and without any interest or other
 payment in respect of such delay; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(viii)

	
the receipt
 of the holder for the time being of any Sterling Preference Shares (or, in
 the case of joint registered holders, the receipt of any one of them) for the
 monies payable on redemption thereof shall constitute an absolute discharge
 to the Company in respect thereof. 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Upon the
 redemption or purchase of any Sterling Preference Shares the Board shall have
 power without any further resolution or consent to convert the authorised but
 unissued Sterling Preference Shares existing as a result of such redemption
 or purchase into shares of any other class of share capital into which the
 authorised share capital of the Company is or may be divided of the same
 nominal amount in sterling as the Sterling Preference Shares or into
 unclassified shares of the same nominal amount in sterling as the Sterling Preference
 Shares; 


	
 

	
 

	
 


	
 

	
(d)

	
Any Sterling
 Preference Shares redeemed pursuant to this paragraph (5) shall be cancelled
 on redemption. 





44







	
 

	
 

	
 

	
 


	
 

	
Purchase 


	
 

	
 


	
 

	
(6)

	
Subject to
 the provisions of the Act, the Company may at any time purchase any Sterling
 Preference Shares (i) in the market, (ii) by tender (available alike to all
 holders of the same class of Sterling Preference Shares) or (iii) by private
 treaty, in each case upon such terms as the Board shall determine. 


	
 

	
 

	
 


	
 

	
Consolidation and division 


	
 

	
 


	
 

	
(7)

	
Pursuant to
 the authority given by the passing of the resolution adopting this Article
 the Board may consolidate and divide and/or sub-divide any Sterling
 Preference Shares into shares of a larger or smaller amount. 


	
 

	
 

	
 


	
 

	
Restrictions on the Company 


	
 

	
 


	
 

	
(8)

	
All or part
 of the provisions of this paragraph shall apply in relation to Sterling
 Preference Shares of any series (“relevant Sterling Preference Shares”) if so
 determined by the Board prior to the allotment thereof and the Board may
 determine to attach other restrictions to relevant Sterling Preference Shares
 by their terms of issue. Save with the written consent of the holders of
 three quarters in nominal value of, or with the sanction of an extraordinary
 resolution passed at a separate general meeting of the holders of, the
 relevant Sterling Preference Shares, the Board shall not capitalise any part
 of the profits available for distribution or purchase or redeem any shares of
 the Company if after such capitalisation, purchase or redemption the amount
 of the profits available for distribution would be less than a multiple, determined by the
 Board prior to allotment of relevant Sterling Preference Shares, of the
 aggregate amount of the annual dividends (exclusive of any associated tax
 credit) payable on the Sterling Preference Shares then in issue and any other
 preference shares then in issue ranking as regards dividend pari passu with
 or in priority to them or any of them. 


	
 

	
 

	
 


	
 

	
Further preference shares 


	
 

	
 


	
 

	
(9)

	
The special
 rights attached to any Sterling Preference Shares of any series allotted or
 in issue shall not (unless otherwise provided by their terms of issue) be
 deemed to be varied by the creation or issue of any other preference shares
 or further shares in any currency (“new shares”) ranking as regards
 participation in the profits and assets of the Company pari passu with or in
 priority to such Sterling Preference Shares and so that any new shares
 ranking pari passu with such Sterling Preference Shares may either carry
 rights and restrictions identical in all respects with such Sterling
 Preference Shares or any of them or rights and restrictions differing
 therefrom in any respect including but without prejudice to the generality of
 the foregoing in that: 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
the rate of
 and/or basis of calculation of dividend may differ and the dividend may be
 cumulative or non-cumulative; 





45







	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
the new
 shares or any series thereof may rank for dividend as from such date as may
 be provided by the terms of issue thereof and the dates of payment of
 dividend may differ;


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
a premium
 may be payable on return of capital or there may be no such premium; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
the new
 shares may be redeemable at the option of the holder or of the Company, or
 may be non-redeemable, and if redeemable at the option of the Company they
 may be redeemable at different dates and on different terms from those
 applying to the Sterling Preference Shares; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
the new
 shares may be convertible into Ordinary Shares or any other class of shares
 ranking as regards participation in the profits and assets of the Company
 pari passu with or after such Sterling Preference Shares in each case on such
 terms and conditions as may be prescribed by the terms of issue thereof. 


	
 

	
 

	
 

	
 


	
 

	
Variation of class rights 


	
 

	
 


	
 

	
(10)

	
(a)

	
Subject to
 the provisions of the Act: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
all or any
 of the rights, preference, privileges, limitations or restrictions for the
 time being attached to the Sterling Preference Shares may from time to time
 (whether or not the Company is being wound up) be varied or abrogated with
 the consent in writing of the holders of not less than three-quarters in
 nominal value of the Sterling Preference Shares of all series in issue or
 with the sanction of an extraordinary resolution passed at a separate general
 meeting of the holders of the Sterling Preference Shares, voting as a single
 class without regard for series; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
all or any
 of the rights, preferences, privileges, limitations or restrictions for the
 time being attached to Sterling Preference Shares of any series may be varied
 or abrogated so as to affect adversely such rights on a basis different from
 any other series of Sterling Preference Shares with the consent in writing of
 the holders of not less than three-quarters in nominal value of the Sterling
 Preference Shares of such series or with the sanction of an extraordinary
 resolution passed at a separate general meeting of the holders of Sterling
 Preference Shares of such series.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
All the
 provisions of these Articles as to general meetings of the Company shall
 mutatis mutandis apply to any such separate general meeting, but so that the
 necessary quorum shall be two persons holding or representing by proxy at
 least one-third in nominal value of the issued shares of the class, that
 every holder of shares of the class shall be entitled on a poll to one vote
 for every share of the class held by





46







	
 

	
 

	
 


	
 

	
 

	
him, that
 any holder of shares of the class present in person or by proxy may demand a
 poll and that at any adjourned meeting of the holders one holder present in
 person or by proxy (whatever the number of shares held by him) shall be a
 quorum.


	
 

	
 

	
 


	
 

	
(b)

	
Unless
 otherwise provided by its terms of issue, the rights attached to any Sterling
 Preference Share shall not be deemed to be varied or abrogated by a reduction
 of any share capital or purchase by the Company or redemption of any share
 capital in each case ranking as regards participation in the profits and
 assets of the Company in priority to or pari passu with or after such
 Sterling Preference Share. 





W Purves 
Chairman 


47







No. 617987 


THE COMPANIES ACT 1985 AND 1989






PUBLIC COMPANY LIMITED BY SHARES


RESOLUTIONS


OF


HSBC HOLDINGS PLC






Passed 22 March 1996






          At
a Board Meeting of HSBC Holdings plc duly convened and held on 22 March 1996,
the following resolutions were duly passed pursuant to Section 380 (as amended
by Regulation 40(3)): 


RESOLUTIONS


	
 

	
 

	
 


	
1.

	
Pursuant to
 Regulation 16(2) of the Uncertificated Securities Regulations 1995 (“the
 Regulations”), IT WAS RESOLVED that: 


	
 

	
 


	
 

	
(a)

	
title to the
 Ordinary Shares of 75p each in the capital of the Company (the “75p Shares”),
 in issue or to be issued, may be transferred by means of a relevant system
 (as defined in the Regulations); 


	
 

	
 

	
 


	
 

	
(b)

	
such
 relevant system shall include the relevant system of which CRESTCo Limited is
 to be the Operator (as defined in the Regulations); 


	
 

	
 

	
 


	
 

	
(c)

	
the 75p
 Shares shall not include any shares referred to in Regulation 17; and 


	
 

	
 

	
 


	
 

	
(d)

	
this
 resolution shall become effective immediately. 


	
 

	
 

	
 


	
2.

	
Pursuant to
 Regulation 16(2) of the Uncertificated Securities Regulations 1995 (“the
 Regulations”), IT WAS RESOLVED that: 


	
 

	
 


	
 

	
(a)

	
title to the
 Ordinary Shares of HK$10 each in the capital of the Company (the “HK$10
 Shares”), in issue or to be issued, may be transferred by means of a relevant
 system (as defined in the Regulations); 





48






	
 

	
 

	
 


	
 

	
(b)

	
such
 relevant system shall include the relevant system of which CRESTCo Limited is
 to be the Operator (as defined in the Regulations); 


	
 

	
 

	
 


	
 

	
(c)

	
the HK$10
 Shares shall not include any shares referred to in Regulation 17; and 


	
 

	
 

	
 


	
 

	
(d)

	
this
 resolution shall become effective immediately. 





W Purves
Chairman 


49






No. 617987 


THE COMPANIES ACTS 1985 AND 1989






PUBLIC COMPANY LIMITED BY SHARES


RESOLUTIONS


Of


HSBC Holdings plc






Passed 30 May 1997






          At
the Annual General Meeting of HSBC Holdings plc held at Barbican Hall, Barbican
Centre, London EC2Y 8DS on Friday, 30 May 1997, the following Resolutions were
passed: 


ORDINARY RESOLUTIONS


	
 

	
 

	
 


	
4

	
THAT
 pursuant to Article 104.1 of the Articles of Association of the Company with
 effect from 1 January 1997 the Directors (other than alternate directors)
 shall be entitled to receive £25,000 per annum by way of fees for their
 services as Directors. 


	
 

	
 


	
5

	
THAT the
 Directors be and are hereby empowered: 


	
 

	
 

	
 


	
 

	
(a)

	
to exercise
 the power conferred upon them by Article 151 of the Articles of Association
 of the Company in respect of all or part of any dividend payable in respect
 of any financial period of the Company ending on or before 31 December 2001; 


	
 

	
 

	
 


	
 

	
(b)

	
to
 capitalise from time to time the appropriate nominal amount or amounts of new
 shares of the Company falling to be allotted pursuant to elections made under
 the Company’s scrip dividend scheme out of the amount or amounts standing to
 the credit of any reserve account or fund of the Company, to apply that sum
 in paying up in full the relevant number of such new shares and to allot such
 new shares pursuant to such elections; and 


	
 

	
 

	
 


	
 

	
(c)

	
generally to
 implement the Company’s scrip dividend scheme on such terms and conditions as
 the Directors may from time to time determine and to take such other actions
 as the Directors may deem necessary or desirable from time to time in respect
 of the Company’s scrip dividend scheme. 





50






	
 

	
 

	
 


	
6

	
THAT the
 Directors be and they are hereby generally and unconditionally authorised
 pursuant to and for the purposes of section 80 of the Companies Act 1985 to
 exercise all the powers of the Company to allot relevant securities (within
 the meaning of that section) up to an aggregate nominal amount of
 HK$1,790,628,600 and £565,333,400 (of which up to £500,000,000 shall be in
 the form of non-cumulative Sterling Preference Shares of £1 each) provided
 that this authority shall be limited so that, otherwise than pursuant to: 


	
 

	
 


	
 

	
(a)

	
a rights
 issue or other issue the subject of an offer or invitation, open for
 acceptance for a period fixed by the Directors, to (i) Ordinary Shareholders
 where the relevant securities respectively attributable to the interests of
 all Ordinary Shareholders are proportionate (or as nearly as may be) to the
 respective number of Ordinary Shares held by them and (ii) holders of
 securities, bonds, debentures or warrants which, in accordance with the
 rights attaching thereto, are entitled to participate in such a rights issue
 or other issue, but subject to such exclusions or other arrangements as the
 Directors may deem necessary or expedient in relation to fractional
 entitlements or securities represented by depositary receipts or having
 regard to any restrictions or obligations under the laws of or the
 requirements of any regulatory body or stock exchange in any territory or
 otherwise howsoever; or 


	
 

	
 

	
 


	
 

	
(b)

	
the terms of
 any share scheme for employees of the Company or any of its subsidiary
 undertakings; or 


	
 

	
 

	
 


	
 

	
(c)

	
any scrip
 dividend scheme or similar arrangements implemented in accordance with the
 Articles of Association of the Company; or 


	
 

	
 

	
 


	
 

	
(d)

	
the
 allotment of up to 500,000,000 non-cumulative Sterling Preference Shares of
 £1 each in the capital of the Company, 


	
 

	
 

	
 


	
 

	
the nominal
 amount of relevant securities to be allotted by the Directors pursuant to
 this authority shall not in aggregate exceed HK$895,314,300 and £32,666,700
 (equal to approximately 5 per cent of the nominal amount of each class of Ordinary
 Shares of the Company in issue at the date of the Notice of this Meeting) and
 such authority shall expire at the conclusion of the Annual General Meeting
 of the Company to be held in 1998 save that this authority shall allow the
 Company before the expiry of this authority to make offers or agreements
 which would or might require relevant securities to be allotted after such
 expiry and the Directors may allot relevant securities in pursuance of such
 offers or agreements as if the authority conferred hereby had not expired.


	
 

	
 


	
SPECIAL RESOLUTION


	
 


	
7

	
THAT,
 subject to the passing of Resolution No. 6 set out in the Notice convening
 this Meeting, the Directors be and they are hereby empowered, pursuant to
 section 95 of the Companies Act 1985 (“the Act”) to allot equity securities
 (as defined by section 94 of the Act) pursuant to the authority
 conferred by Resolution No. 6 as if section 89(1) of the Act did not apply to
 any such allotment, provided that this power shall expire at the conclusion
 of the Annual General Meeting of the Company to be held in 1998 save that
 this power shall enable the Company prior to the expiry of this power 





51






	
 

	
 


	
 

	
to make
 offers or agreements which would or might require equity securities to be
 allotted after such expiry and the Directors may allot equity securities in
 pursuance of such offers or agreements as if the power conferred hereby had
 not expired.





W Purves

Chairman 


52






No. 617987 


THE COMPANIES ACTS 1985 AND 1989






PUBLIC COMPANY LIMITED BY SHARES


RESOLUTIONS


Of


HSBC Holdings plc






Passed 29 May 1998






          At
the Annual General Meeting of HSBC Holdings plc held at the Barbican Hall,
Barbican Centre, London EC2 on Friday, 29 May 1998, the following Resolutions
were passed: 


ORDINARY RESOLUTION


	
 

	
 

	
 


	
4

	
THAT the Directors
 be and they are hereby generally and unconditionally authorised pursuant to
 and for the purposes of section 80 of the Companies Act 1985 to exercise all
 the powers of the Company to allot relevant securities (within the meaning of
 that section) up to an aggregate nominal amount of HK$1,801,612,500 and
 £565,605,000 (of which up to £500,000,000 shall be in the form of
 non-cumulative Sterling Preference Shares of £1 each) provided that this
 authority shall be limited so that, otherwise than pursuant to: 


	
 

	
 

	
 


	
 

	
(a)

	
a rights
 issue or other issue the subject of an offer or invitation, open for
 acceptance for a period fixed by the Directors, to (i) Ordinary Shareholders
 where the relevant securities respectively attributable to the interests of
 all Ordinary Shareholders are proportionate (or as nearly as may be) to the
 respective number of Ordinary Shares held by them and (ii) holders of
 securities, bonds, debentures or warrants which, in accordance with the
 rights attaching thereto, are entitled to participate in such a rights issue
 or other issue, but subject to such exclusions or other arrangements as the
 Directors may deem necessary or expedient in relation to fractional
 entitlements or securities represented by depositary receipts or having
 regard to any restrictions or obligations under the laws of or the
 requirements of any regulatory body or stock exchange in any territory or
 otherwise howsoever; or 


	
 

	
 

	
 


	
 

	
(b)

	
the terms of
 any share scheme for employees of the Company or any of its subsidiary
 undertakings; or 





53






	
 

	
 

	
 


	
 

	
(c)

	
any scrip
 dividend scheme or similar arrangements implemented in accordance with the
 Articles of Association of the Company; or 


	
 

	
 

	
 


	
 

	
(d)

	
the
 allotment of up to 500,000,000 non-cumulative Sterling Preference Shares of
 £1 each in the capital of the Company, 


	
 

	
 

	
 


	
 

	
the nominal
 amount of relevant securities to be allotted by the Directors pursuant to
 this authority shall not in aggregate exceed HK$900,806,250 and £32,802,500
 (equal to approximately 5 per cent of the nominal amount of each class of
 Ordinary Shares of the Company in issue at the date of the Notice of this
 Meeting) and such authority shall expire at the conclusion of the Annual
 General Meeting of the Company to be held in 1999 save that this authority
 shall allow the Company before the expiry of this authority to make offers or
 agreements which would or might require relevant securities to be allotted
 after such expiry and the Directors may allot relevant securities in
 pursuance of such offers or agreements as if the authority conferred hereby
 had not expired. 


	
 

	
 


	
SPECIAL RESOLUTION


	
 


	
5

	
THAT,
 subject to the passing of Resolution No. 4 set out in the Notice convening
 this Meeting, the Directors be and they are hereby empowered, pursuant to
 section 95 of the Companies Act 1985 (“the Act”) to allot equity securities
 (as defined by section 94 of the Act) pursuant to the authority conferred by
 Resolution No. 4 as if section 89(1) of the Act did not apply to any such
 allotment, provided that this power shall expire at the conclusion of the
 Annual General Meeting of the Company to be held in 1999 save that this power
 shall enable the Company prior to the expiry of this power to make offers or
 agreements which would or might require equity securities to be allotted
 after such expiry and the Directors may allot equity securities in pursuance
 of such offers or agreements as if the power conferred hereby had not
 expired. 





W Purves

Chairman 


54







No. 617987


THE COMPANIES ACTS 1985 AND 1989






PUBLIC COMPANY LIMITED BY SHARES


RESOLUTIONS


of


HSBC Holdings plc






Passed 28 May 1999






          At
the Annual General Meeting of HSBC Holdings plc held at the Barbican Hall,
Barbican Centre, London EC2 on Friday, 28 May 1999, the following Resolutions
were passed:


SPECIAL RESOLUTIONS


	
 

	
 

	
 

	
 


	
4

	
THAT,
 subject to the passing as Special Resolutions of Resolutions 5 and 6 in the
 Notice convening this Meeting:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
the ordinary
 share capital of the Company be reduced by cancelling and extinguishing all
 of the issued and unissued Ordinary Shares of HK$10 each and Ordinary Shares
 of 75p each (“Existing Ordinary Shares”);
 and


	
 

	
 

	
 

	
 


	
 

	
(b)

	
forthwith
 and contingently upon such reduction of capital taking effect:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
the
 authorised share capital of the Company be increased by such amount in United
 States dollars (“the US$ Amount”)
 divided into new Ordinary Shares with a nominal value of US$1.50 each (“US$ Shares”) as represents the
 aggregate amount resulting from the creation of such number of US$ Shares as
 is equal to the aggregate number of issued Existing Ordinary Shares as is
 cancelled by such reduction of capital (“the Required Number”), such US$ Shares to have the same rights and
 privileges attached thereto (save as to the amount paid up on each share) as
 are attached by the Articles of Association of the Company to the Existing
 Ordinary Shares;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
the reserve
 arising in the books of the Company as a result of the cancellation and
 extinguishing of the issued Ordinary Shares of HK$10





55






	
 

	
 

	
 


	
 

	
 

	
each be
 converted into United States dollars at the spot rate of exchange for the
 purchase of United States dollars with Hong Kong dollars (“the HK$/US$ Rate”) as quoted by Midland
 Bank plc in the London Foreign Exchange Market at or about 4.00 pm (London
 time) on the business day (being a day on which banks are ordinarily open for
 the transaction of normal banking business in London) before the date (“the Effective Date”) on which the Court
 order confirming the reduction of capital is registered by the Registrar of
 Companies in England and Wales, and the reserve arising in the books of the
 Company as a result of the cancellation and extinguishing of the issued
 Ordinary Shares of 75p each be converted into United States dollars at the
 spot rate of exchange for the purchase of United States dollars with pounds
 sterling (“the £/US$ Rate”) as
 quoted by Midland Bank plc in the London Foreign Exchange Market at or about
 4.00 pm (London time) on the business day before the Effective Date, in each
 case such rate to be the rate as conclusively certified by an officer of
 Midland Bank plc;


	
 

	
 

	
 


	
 

	
(iii)

	
the sum
 standing in the books of the Company as a result of the conversion referred
 to in sub-paragraph (ii) above (“the US$ Reserve”)
 be applied in paying up new US$ Shares in full at par in accordance with
 sub-paragraph (v) below, provided that if there would otherwise be any amount
 remaining in the US$ Reserve once as many as possible US$ Shares have been
 paid up in full at par, one of such US$ Shares be paid up at a premium equal
 to such amount;


	
 

	
 

	
 


	
 

	
(iv)

	
if the US$
 Reserve is less than the US$ Amount, on the recommendation of the Directors
 and notwithstanding anything to the contrary in the Articles of Association,
 such part of the Company’s reserves (“the Additional Reserve”)
 (the reserve or reserves to be used for this purpose to be determined by the
 Directors and so that any reserves as are denominated in pounds sterling
 shall first be converted into United States dollars at the £/US$ Rate) be
 applied in paying up in full at par in accordance with sub-paragraph (v)
 below such number of additional new US$ Shares as is equal to the number by
 which the number of new US$ Shares paid up pursuant to sub-paragraph (iii)
 above is less than the Required Number;


	
 

	
 

	
 


	
 

	
(v)

	
each of the
 US$ Reserve and (where necessary) the Additional Reserve be separately
 applied so as to pay up in aggregate the Required Number of new US$ Shares,
 such shares to be allotted and issued credited as fully paid to those persons
 who appear on the register of members of the Company on the Effective Date
 ten minutes before the time at which the Court order confirming the reduction
 of capital is registered by the Registrar of Companies in England and Wales
 as the holders of cancelled Existing Ordinary Shares in the proportion of one
 new US$ Share for each Existing Ordinary Share held by them; and


	
 

	
 

	
 


	
 

	
(vi)

	
in addition
 to and without prejudice to any other authority conferred upon the Directors
 to allot relevant securities of the Company, the





56






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Directors be
 and they are hereby generally and unconditionally authorised pursuant to and
 for the purposes of section 80 of the Companies Act 1985 to exercise all the
 powers of the Company to allot all the new US$ Shares created by this
 Resolution (aggregating a maximum nominal amount in United States dollars of
 relevant securities as is equal to the Required Number multiplied by US$1.50)
 and this authority shall expire at the conclusion of the Annual General Meeting
 of the Company to be held in 2000.


	
 

	
 

	
 

	
 


	
5

	
THAT subject
 to the passing as Special Resolutions of Resolutions 4 and 6 in the Notice
 convening this Meeting and forthwith and contingently upon the reduction of
 capital referred to in Resolution 4 taking effect and subject to the
 allotment and issue of the new US$ Shares (as defined in Resolution 4) therein
 referred to having been effected pursuant to sub-paragraph (b)(v) of
 Resolution 4, each such US$ Share be subdivided into three Ordinary Shares of
 US$0.50 each, such Ordinary Shares of US$0.50 each to have the same rights
 and privileges attached thereto as are set out in the Articles of Association
 of the Company, as altered pursuant to the provisions of Resolution 6.


	
 

	
 

	
 

	
 

	
 


	
6

	
THAT:


	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
subject to
 the passing as Special Resolutions of Resolutions 4 and 5 in the Notice
 convening this Meeting and forthwith and contingently upon the reduction of
 capital referred to in Resolution 4 taking effect and subject to the
 allotment and issue of the new US$ Shares and the subdivision referred to in
 Resolutions 4 and 5 having been effected:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
the
 authorised share capital of the Company be increased to US$5,250,000,000 and
 £500,301,500 by the creation of such number of new Ordinary Shares of US$0.50
 each as is equal to 10,500,000,000 shares less the number of Ordinary Shares
 of US$0.50 each in issue following the subdivision referred to in Resolution
 5 having become effective;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
certificates
 representing Existing Ordinary Shares shall cease to be valid; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
the Articles
 of Association of the Company be and are hereby altered as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(A)

	
by deleting
 in the meaning of the expression “Ordinary Shares” in Article 2.1 the words
 “having a nominal amount of HK$10 or 75p”;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(B)

	
by inserting
 after the expression “HK$” in Article 2.1 the following new expression: “US$
 United States dollars”;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(C)

	
by deleting
 Article 4.1 and substituting therefor the following:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“4.1

	
The
 authorised share capital of the Company is US$5,250,000,000 divided into
 10,500,000,000 Ordinary





57






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Shares of
 US$0.50 each and £500,301,500 divided into 500,000,000 Sterling Preference
 Shares of £1 each and 301,500 Non-voting Deferred Shares of £1 each”;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(D)

	
by adding the
 following at the end of Article 34.1:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“In the case
 of an instrument of transfer expressed to be a transfer of Ordinary Shares of
 HK$10 each or Ordinary Shares of 75p each and bearing a date which is on or
 before the date on which the Court order confirming the reduction of capital
 approved by Special Resolution passed at the Annual General Meeting held on
 28 May 1999 (or at any adjourned meeting) is registered by the Registrar of
 Companies in England and Wales, such transfer shall until 30 September 1999
 be deemed to be, and treated as, a transfer of a number of Ordinary Shares of
 US$0.50 each equal to three times the number of Ordinary Shares of HK$10 each
 or Ordinary Shares of 75p each specified in such transfer.”;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(E)

	
by deleting
 Article 55.5 and substituting therefor the following:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“55.5 For
 the purposes of section 376(2)(b) of the Act any amount paid up on any
 Ordinary Share in any currency other than sterling shall be treated as if it
 had been converted into sterling at such rate of exchange prevailing at or
 about the date of the requisition as the Board shall determine.”; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(F)

	
with effect
 from 30 September 1999, by deleting the expression “HK$” in Article 2.1 and
 the meaning thereof and by deleting the additions made by sub-paragraph (D)
 above; and


	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
definitions
 used in Resolution 4 have the same meaning in this Resolution.


	
 

	
 

	
 

	
 

	
 


	
7.       THAT
 the Articles of Association of the Company be and are hereby altered as
 follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
by
 inserting, at the end of the meaning of the expression “Act” in Article 2.1
 the words “(including, without limitation, the Regulations)”;


	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
by deleting
 the meaning of the expression “The Stock Exchange” in Article 2.1 and
 substituting therefor “London Stock Exchange Limited or other principal stock
 exchange in the United Kingdom for the time being”;


	
 

	
 

	
 

	
 

	
 


	
 

	
(c)

	
by inserting
 after the expression “Register” in Article 2.1 the following new expression:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
“Regulations

	
The
 Uncertificated Securities Regulations 1995 (SI 1995 No. 3272) including any
 modifications thereof and rules made thereunder or any regulations in
 substitution therefor made under section 207 of the Companies Act 1989 for
 the time being in force”;





58






	
 

	
 

	
 

	
 


	
 

	
(d)

	
by deleting
 in Article 12.1 the words “under the Seal”;


	
 

	
 

	
 

	
 


	
 

	
(e)

	
by deleting
 Article 12.2;


	
 

	
 

	
 

	
 


	
 

	
(f)

	
by adding in
 Article 13.3:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
the words “,
 including those” after the word “expenses” in line 4;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
a comma
 after the word “security” in line 5;


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
the words “,
 damaged” after the word “defaced” in line 6; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
the words
 “but without further charge” at the end;


	
 

	
 

	
 

	
 


	
 

	
(g)

	
by adding
 the following proviso at the end of Article 35.1 after the word “so”:


	
 

	
 

	
 

	
 


	
 

	
 

	
“provided
 that the Board shall not refuse to register any transfer of partly paid
 shares which are listed on The Stock Exchange on the grounds that they are
 partly paid shares in circumstances where such refusal would prevent dealing
 in such shares from taking place on an open and proper basis. References
 herein to a transfer shall be deemed to include renunciation of a
 renounceable letter of allotment”;


	
 

	
 

	
 

	
 


	
 

	
(h)

	
by adding
 the following new Article 35.2:


	
 

	
 

	
 

	
 


	
 

	
 

	
“35.2 A
 transfer of shares will not be registered in the circumstances envisaged by
 Article 81.”;


	
 

	
 

	
 

	
 


	
 

	
(i)

	
by adding
 the following words at the end of Article 48.1 after the word “shares”:


	
 

	
 

	
 

	
 


	
 

	
 

	
“or the
 trust deed or other instrument constituting, or the terms of issue of, the
 convertible shares provide for the Company purchasing its own equity shares”;


	
 

	
 

	
 

	
 


	
 

	
(j)

	
by deleting
 in Article 57.1(b) the words “accounts and balance sheet” and “balance sheet”
 and substituting therefor in each case the words “annual accounts”;


	
 

	
 

	
 

	
 


	
 

	
(k)

	
by the
 deletion in Article 57.1(c) of the words “and the fixing of their fees
 pursuant to Article 104”;


	
 

	
 

	
 

	
 


	
 

	
(l)

	
by adding
 the following new Article 65.2:


	
 

	
 

	
 

	
 


	
 

	
 

	
“65.2 The
 Board may direct that any person wishing to attend any meeting should submit
 to such searches or other security arrangements or restrictions as the Board
 shall consider appropriate in the circumstances and shall be entitled in its
 absolute discretion to refuse entry to any meeting to any person who fails to
 submit to such searches or to otherwise comply with such security arrangements
 or restrictions.”;





59






	
 

	
 

	
 

	
 


	
 

	
(m)

	
by adding in
 Article 81.1 the words “, which expression includes shares issued after the
 date of such notice in right of those shares” after the words ““the default
 shares””;


	
 

	
 

	
 

	
 


	
 

	
(n)

	
by
 renumbering Article 81.1(b) and (c) as Article 81.1(b)(i) and (ii)
 respectively,


	
 

	
 

	
 

	
 


	
 

	
 

	
and by
 adding the following new Article 81.1(b):


	
 

	
 

	
 

	
 


	
 

	
 

	
“(b) where
 the default shares represent at least 0.25 per cent. in nominal value of the
 issued shares of their class:”;


	
 

	
 

	
 

	
 


	
 

	
(o)

	
by adding in
 Article 81.2 (a) after the word “transfer” the words “but only in respect of
 the shares transferred”;


	
 

	
 

	
 

	
 


	
 

	
(p)

	
by deleting
 in Article 81.4(d) the number “42” and substituting therefor “14”;


	
 

	
 

	
 

	
 


	
 

	
(q)

	
by deleting
 in Article 81.4(e)(i) the words “section 14 of the Company Securities
 (Insider Dealing) Act 1985” and substituting therefor the words “section 428
 of the Act”;


	
 

	
 

	
 

	
 


	
 

	
(r)

	
by deleting
 in Article 81.4(e)(ii) the words “person or any” and substituting therefor
 the words “investment exchange (as defined in section 207 of the Financial
 Services Act 1986) or any other”;


	
 

	
 

	
 

	
 


	
 

	
(s)

	
by deleting
 in Article 82.1(b) the words “two national daily newspapers” and substituting
 therefor the words “one national newspaper” and adding after the words
 “United Kingdom” the words “and one newspaper circulating in the area of the
 address on the Register or other last known address of the member or the
 person entitled by transmission to the share or the address for the service
 of notices notified under Article 160.3 (unless any such address shall be in
 Hong Kong),”;


	
 

	
 

	
 

	
 


	
 

	
(t)

	
by deleting
 in Article 88.1(b) the reference to “35” and substituting therefor “42”;


	
 

	
 

	
 

	
 


	
 

	
(u)

	
by making
 the following changes to Article 132.1:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
adding after
 the word “he” in line 4 the words “has an interest which (together with any
 interest of any person connected with him within the meaning of section 346
 of the Act)”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
deleting the
 words “materially interested” in line 5 and substituting therefor the words
 “a material interest otherwise than by virtue of his interest in shares or
 debentures or other securities of or otherwise in or through the Company”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
deleting the
 words “subsidiaries” in paragraphs (a) and (b) and substituting therefor the
 words “subsidiary undertakings”;





60






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
by deleting
 paragraphs (c) to (g) inclusive and substituting therefor the following
 paragraphs:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“(c)

	
any proposal
 concerning an offer of shares or debentures or other securities of or by the
 Company or any of its subsidiary undertakings in which offer he is or may be
 entitled to participate as a holder of securities or in the underwriting or
 sub-underwriting of which he is to participate;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
any proposal
 concerning any other body corporate in which he (together with persons
 connected with him within the meaning of section 346 of the Act) does not to
 his knowledge have an interest (as the term is used in Part VI of the Act) in
 one per cent. or more of the issued equity share capital of any class of such
 body corporate or of the voting rights available to members of such body
 corporate;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(e)

	
any proposal
 relating to an arrangement for the benefit of the employees of the Company or
 any of its subsidiary undertakings which does not award him any privilege or
 benefit not generally awarded to the employees to whom such arrangement
 relates; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(f)

	
any proposal
 concerning insurance which the Company proposes to maintain or purchase for
 the benefit of Directors or for the benefit of persons who include
 Directors.”;


	
 

	
 

	
 

	
 

	
 


	
 

	
(v)

	
by deleting
 Article 136;


	
 

	
 

	
 

	
 

	
 


	
 

	
(w)

	
by adding in
 Article 148.1 after the words “Every cheque, warrant or order is sent at the
 risk of the person entitled to the money represented by it” the words “,
 shall be crossed in accordance with the Cheques Act 1992 or in such other
 manner as the Board may from time to time approve” and deleting in the same
 sentence the words “the order of”;


	
 

	
 

	
 

	
 

	
 


	
 

	
(x)

	
by adding at
 the end of Article 151.1(c) after the word “allotted” the following:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
“The Board
 may make such provisions as it thinks fit for the application of any residual
 dividend entitlement remaining following the calculation of the entitlement
 of a holder of Ordinary Shares to new Ordinary Shares pursuant to Article 151.1(b)
 including provisions whereby, in whole or in part, the benefit thereof
 accrues to the Company and/or under which such entitlements are accrued
 and/or retained and in each case accumulated on behalf of any member and such
 accruals or retentions are applied to the allotment by way of bonus to or
 cash subscription on behalf of such member of fully paid Ordinary Shares
 and/or provisions whereby cash payments may be made to members in respect of
 such entitlements”;





61






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(y)

	
by deleting
 the existing Article 154.1 and substituting the following new Article 154.1:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“154.1
 Notwithstanding any other provision of these Articles but without prejudice
 to the rights attached to any shares and subject always to the Act, the
 Company or the Board may by Resolution specify any date (the “record date”)
 as the date at the close of business (or such other time as the Board may
 determine) on which persons registered as the holders of shares or other
 securities shall be entitled to receipt of any dividend, distribution,
 interest, allotment, issue, notice, information, document or circular and
 such record date may be on or at any time before the date on which the same
 is paid or made or (in the case of any dividend, distribution, interest,
 allotment or issue) at any time before or after the same is recommended,
 resolved, declared or announced but without prejudice to the rights inter se in respect of the same of
 transferors and transferees of any such shares or other securities. Different
 dates may be fixed as record dates in respect of shares registered on
 different Registers”;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(z)

	
by deleting
 in Article 162.2 the word “sufficient” and substituting therefor the word
 “conclusive”;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(aa)

	
by deleting
 in Article 168.1 the word “Auditor”; and


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(bb)

	
by adding
 the following new Article 170:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“170 

	
Uncertificated shares


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
170.1

	
Notwithstanding
 anything in these Articles to the contrary, any shares in the Company may be
 issued, held, registered, converted to, transferred or otherwise dealt with
 in uncertificated form and converted from uncertificated form to certificated
 form in accordance with the Regulations and practices instituted by the
 operator of the relevant system. Any provisions of these Articles shall not
 apply to any uncertificated shares to the extent that such provisions are
 inconsistent with:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(a)

	
the holding
 of shares in uncertificated form;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(b)

	
the transfer
 of title to shares by means of a relevant system; or


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(c)

	
any provision
 of the Regulations.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
170.2

	
Without
 prejudice to the generality and effectiveness of the foregoing:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(a)

	
Articles 12,
 13 and 34 and the second and third sentence of Article 36 shall not apply to
 uncertificated shares and the remainder of Article 36 shall apply in relation
 to





62






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
such shares
 as if the reference therein to the date on which the transfer was lodged with
 the Company were a reference to the date on which the appropriate instruction
 was received by or on behalf of the Company in accordance with the facilities
 and requirements of the relevant system;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
without
 prejudice to Article 35 in relation to uncertificated shares, the Board may
 also refuse to register a transfer of uncertificated shares in such other
 circumstances as may be permitted or required by the Regulations and the
 relevant system;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
references
 in these Articles to a requirement on any person to execute or deliver an
 instrument of transfer or certificate or other document which shall not be
 appropriate in the case of uncertificated shares shall, in the case of
 uncertificated shares, be treated as references to a requirement to comply
 with any relevant requirements of the relevant system and any relevant
 arrangements or regulations which the Board may make from time to time
 pursuant to Article 170.2(k) below;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
for the
 purposes referred to in Article 42, a person entitled by transmission to a
 share in uncertificated form who elects to have some other person registered
 shall either:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
procure that
 instructions are given by means of the relevant system to effect transfer of
 such uncertificated share to that person; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
change the
 uncertificated share to certificated form and execute an instrument of
 transfer of that certificated share to that person;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
the Company
 shall enter on the Principal Register the number of shares which are held by
 each member in uncertificated form and in certificated form and shall
 maintain the Principal Register in each case as is required by the
 Regulations and the relevant system and, unless the Board otherwise
 determines, holdings of the same holder or joint holders in certificated form
 and uncertificated form may be treated by the Company as separate holdings for such purpose
 or purposes as the Board may in its absolute discretion determine;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(f)

	
a class of
 share shall not be treated as two classes by virtue only of that class
 comprising both certificated shares and uncertificated shares or as a result
 of any





63






	
 

	
 

	
 


	
 

	
 

	
provision of
 these Articles or the Regulations which applies only in respect of
 certificated shares or uncertificated shares;


	
 

	
 

	
 


	
 

	
(g)

	
references
 in Article 44 to instruments of transfer shall include, in relation to
 uncertificated shares, instructions and/or notifications made in accordance
 with the relevant system relating to the transfer of such shares;


	
 

	
 

	
 


	
 

	
(h)

	
for the
 purposes referred to in Article 46, the Board may in respect of
 uncertificated shares authorise some person to transfer and/or require the
 holder to transfer the relevant shares in accordance with the facilities and
 requirements of the relevant system;


	
 

	
 

	
 


	
 

	
(i)

	
for the
 purposes of Article 148.1, any payment in the case of uncertificated shares
 may be made by means of the relevant system (subject always to the facilities
 and requirements of the relevant system) and without prejudice to the
 generality of the foregoing such payment may be made by the sending by the
 Company or 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 of such shares or, if permitted by the Company, of such person as the
 holder or joint holders may in writing direct and for the purposes of Article
 148.1 the making of a payment in accordance with the facilities and
 requirements of the relevant system concerned shall be a good discharge to
 the Company;


	
 

	
 

	
 


	
 

	
(j)

	
subject to
 the Act, the Board may issue shares as certificated shares or as
 uncertificated shares in its absolute discretion and Articles 6, 151 and 153
 shall be construed accordingly;


	
 

	
 

	
 


	
 

	
(k)

	
the Board
 may make such arrangements or regulations (if any) as it may from time to
 time in its absolute discretion think fit in relation to the evidencing and
 transfer of uncertificated shares and otherwise for the purpose of
 implementing and/or supplementing the provisions of this Article 170 and the
 Regulations and the facilities and requirements of the relevant system and
 such arrangements and regulations (as the case may be) shall have the same
 effect as if set out in this Article 170;


	
 

	
 

	
 


	
 

	
(l)

	
the Board
 may utilise the relevant system to the fullest extent available from time to
 time in the exercise of the





64






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Company’s
 powers or functions under the Act or these Articles or otherwise in effecting
 any actions; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(m)

	
the Board
 may resolve that a class of shares is to become a participating security and
 may at any time determine that a class of shares shall cease to be a
 participating security.


	
 

	
 

	
 

	
 


	
 

	
170.3

	
Where any
 class of shares in the capital of the Company is a participating security and
 the Company is entitled under any provisions of the Act or the rules made and
 practices instituted by the operator of any relevant system or under these
 Articles to dispose of, forfeit, enforce a lien or sell or otherwise procure
 the sale of any shares which are held in uncertificated form, such
 entitlement (to the extent permitted by the Regulations and the rules made
 and practices instituted by the operator of the relevant system) shall
 include the right to:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
request or
 require the deletion of any computer-based entries in the relevant system
 relating to the holding of such shares in uncertificated form; and/or


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
require any holder
 of any uncertificated shares which are the subject of any exercise by the
 Company of any such entitlement, by notice in writing to the holder
 concerned, to change his holding of such uncertificated shares into
 certificated form within such period as may be specified in the notice, prior
 to completion of any disposal, sale or transfer of such shares or direct the
 holder to take such steps, by instructions given by means of a relevant
 system or otherwise, as may be necessary to sell or transfer such shares;
 and/or


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
appoint any
 person to take such other steps, by instruction given by means of a relevant
 system or otherwise, in the name of the holder of such shares as may be
 required to effect transfer of such shares and such steps shall be as effective
 as if they had been taken by the registered holder of the uncertificated
 shares concerned; and/or


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
transfer any
 uncertificated shares which are the subject of any exercise by the Company of
 any such entitlement by entering the name of the transferee in the Principal
 Register in respect of that share as a transferred share; and/or


	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
otherwise
 rectify or change the Principal Register in respect of that share in such
 manner as may be appropriate; and





65






	
 

	
 

	
 

	
 


	
 

	
 

	
(f)

	
take such other
 action as may be necessary to enable those shares to be registered in the
 name of the person to whom the shares have been sold or disposed of or as
 directed by him.


	
 

	
 

	
 

	
 


	
 

	
170.4

	
For the
 purposes of this Article 170:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
words and
 expressions shall have the same respective meanings as in the Regulations;


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
references
 herein to an uncertificated share or to a share (or to a holding of shares)
 being in uncertificated form are references to that share being an
 uncertificated unit of a security, and references to a certificated share or
 to a share being in certificated form are references to that share being a
 unit of a security which is not an uncertificated unit; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
“cash
 memorandum account” means an account so designated by the operator of the
 relevant system.”


	
 

	
 

	
 

	
 





ORDINARY RESOLUTION


	
 

	
 

	
 


	
8

	
THAT, in
 addition to and without prejudice to the other authorities conferred by the
 Resolutions in the Notice convening this Meeting:


	
 

	
 

	
 


	
 

	
(a)

	
the Directors be and they are hereby generally and unconditionally
 authorized pursuant to and for the purposes of section 80 of the Companies
 Act 1985 to exercise all the powers of the Company to allot relevant
 securities (within the meaning of that section) up to an aggregate nominal
 amount of HK$1,838,916,100 and £767,014,378 (of which £500,000,000 is in the
 form of non-cumulative preference shares of £1 each); and


	
 

	
 

	
 


	
 

	
(b)

	
subject to and with effect from the reduction of capital,
 consolidation, subdivision and associated matters referred to in Resolutions
 4 and 5 in the Notice convening this Meeting (“the Capital Reorganisation”) becoming effective, in
 substitution for the authority granted by sub-paragraph (a) of this
 Resolution but without prejudice to any prior exercise of such authority, the
 Directors be and they are hereby generally and unconditionally authorized
 pursuant to and for the purposes of section 80 of the Companies Act 1985 to
 exercise all the powers of the Company to allot relevant securities (within
 the meaning of that section) up to an aggregate nominal amount
 ofUS$809,866,171 and £500,000,000 (in the form of non-cumulative preference
 shares of £1 each) provided that, if the authority granted by sub-paragraph
 (a)of this Resolution shall have been exercised before the Capital Reorganisation
 becomes effective, the said nominal amount of US$809,866,171 shall be reduced
 by US$1.50 for every HK$10 or 75p in nominal amount (as the case may be) in
 respect of which such authority has been so exercised in respect of the
 allotment of Ordinary Shares of HK$10





66






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
each or Ordinary Shares of 75peach (as the case may be) (“Existing Ordinary Shares”)
and the said
 nominal amount of £500,000,000 shall be reduced by £1 for every £1 in nominal
 amount in respect of which such authority has been so exercised in respect of
 the allotment of non-cumulative preference shares of £1 each; 


	
 

	
 

	
 

	
 

	
 


	
 

	
provided that these authorities shall be limited so that, otherwise
 than pursuant to:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
a rights issue or other issue the subject of an offer or invitation,
 open for acceptance for a period fixed by the Directors, to:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(A)

	
Ordinary Shareholders where the relevant securities respectively
 attributable to the interests of all Ordinary Shareholders are proportionate
 (or as nearly as may be) to the respective number of Ordinary Shares held by
 them; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(B)

	
holders of securities, bonds, debentures or warrants which, in
 accordance with the rights attaching thereto, are entitled to participate in
 such a rights issue or other issue, but subject to such exclusions or other
 arrangements as the Directors may deem necessary or expedient in relation to
 fractional entitlements or securities represented by depositary receipts or
 having regard to any restrictions, obligations or legal problems under the
 laws of or the requirements of any regulatory body or stock exchange in any
 territory or otherwise howsoever; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
the terms of any share scheme for employees of the Company or any of
 its subsidiary undertakings; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
any scrip dividend scheme or similar arrangements implemented in
 accordance with the Articles of Association of the Company; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
the allotment of up to 500,000,000 non-cumulative preference shares
 of £1 each in the capital of the Company, 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
the nominal amount of relevant securities
 to be allotted by the Directors pursuant to the authority granted by
 sub-paragraph (a) of this Resolution wholly for cash shall not in aggregate
 exceed HK$908,054,190 and £33,129,206 (being equal to approximately 5 per
 cent. of the nominal amount of each class of Ordinary Shares of the Company
 in issue at the date of the Notice of this Meeting) and, with effect from the
 Capital Reorganisation becoming effective, the nominal amount of relevant
 securities to be allotted by the Directors pursuant to the authority granted
 by sub-paragraph (b) of this Resolution wholly for cash shall not in
 aggregate exceed US$202,466,541 (being equal to approximately 5 per cent. of
 the nominal amount of the Ordinary Shares of the Company expected to be in
 issue following the Capital Reorganisation having become effective based on
 the number of Ordinary Shares in issue at the date of the Notice of this
 Meeting) provided that the said nominal amount of US$202,466,541 shall be
 reduced by US$1.50 for every HK$10 or 75p in nominal amount (as





67






	
 

	
 


	
 

	
the case may be) of Existing Ordinary Shares in respect of which an
 allotment wholly for cash shall be made by the Directors pursuant to the
 authority granted by sub-paragraph (a) of this Resolution prior to the
 Capital Reorganisation becoming effective, and such authorities shall expire
 (in so far as they have not previously expired) at the conclusion of the
 Annual General Meeting of the Company to be held in 2000 save that these
 authorities shall allow the Company before the expiry of these authorities to
 make offers or agreements which would or might require relevant securities to
 be allotted after such expiry and the Directors may allot relevant securities
 in pursuance of such offers or agreements as if the authorities conferred
 hereby had not expired.





SPECIAL RESOLUTION


	
 

	
 


	
9

	
THAT subject
 to the passing as an Ordinary Resolution of Resolution 8 in the Notice
 convening this Meeting, the Directors be and they are hereby empowered,
 pursuant to section 95 of the Companies Act 1985 (“the Act”) to allot equity
 securities (as defined by section 94 of the Act) pursuant to the authorities
 conferred by Resolution 8 as if section 89(1) of the Act did not apply to any
 such allotment, provided that this power shall expire at the conclusion of
 the Annual General Meeting of the Company to be held in 2000 save that this
 power shall enable the Company before the expiry of this power to make offers
 or agreements which would or might require equity securities to be allotted
 after such expiry and the Directors may allot equity securities in pursuance
 of such offers or agreements as if the power conferred hereby had not
 expired.





ORDINARY RESOLUTION


	
 

	
 

	
 


	
10

	
THAT the Company be and is generally and unconditionally authorised
 to make market purchases (within the meaning of section 163 of the Companies
 Act 1985) of Ordinary Shares of 75p each and Ordinary Shares of HK$10 each in
 the capital of the Company (“Sterling Ordinary Shares” and “HK dollar
 Ordinary Shares” respectively and together “Ordinary Shares”) and the Directors are
 authorised to exercise such authority provided that:


	
 

	
 

	
 


	
 

	
(a)

	
the maximum number of Ordinary Shares hereby authorised to be
 purchased is 88,344,551 Sterling Ordinary Shares and 181,610,839 HK dollar
 Ordinary Shares;


	
 

	
 

	
 


	
 

	
(b)

	
the minimum price (exclusive of expenses) which may be paid for each
 Ordinary Share is 75p or HK$10 (as the case may be) (or, where relevant, the
 equivalent in the relevant currency in which the purchase is effected
 calculated by reference to the spot rate of exchange for the purchase of
 pounds sterling or Hong Kong dollars (as the case may be) with such other
 currency as quoted by Midland Bank plc in the London Foreign Exchange Market
 at or about 11.00 am (London time) on the business day (being a day on which
 banks are ordinarily open for the transaction of normal banking business in
 London) prior to the date on which the Ordinary Share is contracted to be
 purchased, in each case such rate to be the rate as conclusively certified by
 an officer of Midland Bank plc);





68






	
 

	
 

	
 


	
 

	
(c)

	
the maximum price (exclusive of expenses) which may be paid for each
 Ordinary Share is the lower of (i) 105 per cent. of the average of the middle
 market quotations for the relevant class of Ordinary Shares (as derived from
 the Daily Official List of the London Stock Exchange Limited) for the five
 dealing days immediately preceding the day on which the Ordinary Share is
 contracted to be purchased or (ii) 105 per cent. of the average of the
 closing prices for the relevant class of Ordinary Shares on The Stock
 Exchange of Hong Kong Limited for the five dealing days immediately preceding
 the day on which the Ordinary Share is contracted to be purchased, in each
 case converted (where relevant) into the relevant currency in which the
 purchase is effected calculated by reference to the spot rate of exchange for
 the purchase of such currency with the currency in which the quotation and/or
 price is given as quoted by Midland Bank plc in the London Foreign Exchange
 Market at or about 11.00 am (London time) on the business day prior to the
 date on which the Ordinary Share is contracted to be purchased, in each case
 such rate to be the rate as conclusively certified by an officer of Midland
 Bank plc;


	
 

	
 

	
 


	
 

	
(d)

	
unless previously revoked or varied this authority shall expire at
 the conclusion of the Annual General Meeting of the Company to be held in
 2000; and


	
 

	
 

	
 


	
 

	
(e)

	
the Company may prior to the expiry of this authority make a contract
 to purchase Ordinary Shares under this authority which will or may be
 executed wholly or partly after such expiry and may make a purchase of
 Ordinary Shares pursuant to any such contract, provided that, in the event
 that the Capital Reorganisation (as defined in Resolution 8 in the Notice
 convening this Meeting) becomes effective, without prejudice to any prior
 exercise of the authority granted by this Resolution, the references (i) in
 this Resolution to “Ordinary Shares of 75p each and Ordinary Shares of HK$10
 each in the capital of the Company (“Sterling Ordinary Shares” and “HK dollar
 Ordinary Shares” respectively and together “Ordinary Shares”)”; (ii) in paragraph
 (a) of this Resolution to “88,344,551 Sterling Ordinary Shares and
 181,610,839 HK dollar Ordinary Shares”; (iii) in paragraph (b) of this
 Resolution to “75p or HK$10 (as the case may be)”; and (iv) in paragraph (b)
 of this Resolution to “pounds sterling or Hong Kong dollars (as the case may
 be)” shall be deemed instead to be to (i) “Ordinary Shares of US$0.50 each in
 the capital of the Company (“Ordinary Shares”)”; (ii) “809,866,170 Ordinary Shares” (or if this
 authority to make market purchases of Sterling Ordinary Shares or HK dollar
 Ordinary Shares is exercised prior to the Capital Reorganisation, 809,866,170
 Ordinary Shares less the number of Sterling Ordinary Shares and/or HK dollar
 Ordinary Shares the subject of the exercise of such authority multiplied by
 three); (iii) “US$0.50”; and (iv) “United States dollars”, and the words
 “relevant class of” shall be deemed to be deleted in paragraph (c) of this
 Resolution before the words “Ordinary Shares” in each case where such words
 appear.





J R H Bond

Chairman


69






[logo]


CERTIFICATE OF REGISTRATION

OF ORDER OF COURT AND MINUTE

ON

REDUCTION OF CAPITAL


No. 617987


Whereas HSBC HOLDINGS PLC having by Special Resolution reduced its
capital as confirmed by an Order of the High Court of Justice, Chancery
Division dated the 30th June 1999


Now therefore I hereby certify that the said Order and a Minute
approved by the Court were registered pursuant to section 138 of the Companies
Act, 1985, on the 2nd July 1999


Given under my
hand at Companies House, Cardiff the 2nd July
1999


J.J. Lewis

An Authorised Officer


70







No.
617987 THE COMPANIES ACTS 1985 AND 1989 _______________


PUBLIC
COMPANY LIMITED BY SHARES


RESOLUTIONS


of


HSBC
Holdings plc






Passed 26 May 2000






          At
the Annual General Meeting of HSBC Holdings plc held at the Barbican Hall,
Barbican Centre, London EC2 on Friday, 26 May 2000, the following Resolutions
were passed:


SPECIAL
RESOLUTION


	
 

	
 

	
 


	
4

	
THAT


	
 

	
 

	
 


	
 

	
(a)

	
the authorised share capital of the Company be
 diminished by the cancellation of the 500,000,000 authorised but unissued
 Sterling Preference Shares of £1 each;


	
 

	
 

	
 


	
 

	
(b)

	
the authorised share capital of the Company be
 increased by the creation of:


	
 

	
 

	
 


	 	          (i)        10,000,000
    non-cumulative preference shares of £0.01 each;
	 	          (ii)       10,000,000
    non-cumulative preference shares of US$0.01 each; and
	
 

	
          (iii)     10,000,000
    non-cumulative preference shares of €0.01 each, in each case having
    attached thereto the respective rights and being subject to the respective
    limitations set out in the Articles of Association of the Company as altered
    by this Resolution;





          (c)      the
Articles of Association of the Company be and are hereby altered as follows:


	
 

	
 

	
 

	
 


	
 

	
(i)

	
in Article 2.1:


	
 

	
 

	
 

	
 


	
 

	
 

	
(A)

	
by the insertion, after the expression “dividend”,
 of the following:








	
 

	
 

	
 


	
 

	
“Dollar Preference 

 Share

	
a non–cumulative preference share of 

 US$0.01


	
 

	
Euro Preference 

 Share

	
a non–cumulative preference share of 

 €0.01”;








	
 

	
 

	
 


	
 

	
(B)

	
in the expression “Sterling Preference Share”, by
 the deletion of “£1” and the substitution therefor of “£0.01”;





71






	
 

	
 

	
 


	
 

	
(C)

	
by the insertion, after “£” in the expression “£ and
 p or pence”, of “(or sterling)”;


	
 

	
 

	
 


	
 

	
(D)

	
by the insertion, after “US$” in that expression, of
 “or US dollars”;


	
 

	
 

	
 


	
 

	
(E)

	
by the insertion at the end, of the following:








	
 

	
 

	
 


	
 

	
“€ or euro

	
the single currency adopted by those states
 participating in European Monetary Union from time to time”;








	
 

	
 

	
 

	
 


	
 

	
(ii)

	
by the deletion of Article 4.1 and the substitution
 therefor of the following:


	
 

	
 

	
 


	
 

	
 

	
“4.1

	
The authorised share capital of the Company is
 US$5,250,100,000 divided into 10,500,000,000 Ordinary Shares of US$0.50 each
 and 10,000,000 Dollar Preference Shares of US$0.01 each, £401,500 divided
 into 10,000,000 Sterling Preference Shares of £0.01 each and 301,500
 Nonvoting Deferred Shares of £1 each, and €100,000 divided into 10,000,000
 Euro Preference Shares of €0.01 each”;


	
 


	
 

	
(iii)

	
by the deletion of Article 5.1 and the substitution
 therefor of the following:


	
 

	
 

	
 


	
 

	
 

	
“5.

	
Rights of the Sterling Preference
 Shares


	
 

	
 

	
 

	
 


	
 

	
 

	
5.1

	
The following rights and restrictions shall be attached to the Sterling Preference
 Shares:








	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
The Sterling Preference Shares shall rank pari passu
 inter se and with the Dollar Preference Shares and the Euro Preference Shares
 and with all other shares expressed to rank pari passu therewith. They shall
 confer the rights and be subject to the limitations set out in this Article.
 They shall also confer such further rights (not being inconsistent with the
 rights set out in this Article) and be subject to such further limitations
 and restrictions as may be attached by the Board to such shares prior to
 allotment. Whenever the Board has power under this Article to determine any
 of the rights attached to any of the Sterling Preference Shares, the rights
 so determined need not be the same as those attached to the Sterling
 Preference Shares which have then been allotted or issued. The Sterling
 Preference Shares may be issued in one or more separate series and each
 series shall be identified in such manner as the Board may determine without
 any such determination or identification requiring any alteration to these
 Articles.





72






	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Each Sterling Preference Share shall confer the
 following rights as to dividend and capital:








	
 

	
 

	
 

	
 

	
 


	
 

	
Income


	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
the right (subject to the provisions of paragraph
 (4) of this Article, if applicable) in priority to the payment of any
 dividend to the holders of Ordinary Shares and any other class of shares of
 the Company in issue (other than (i) the Dollar Preference Shares, the Euro
 Preference Shares and any other shares expressed to rank pari passu therewith
 as regards income and (ii) any shares which by their terms rank in priority
 to the Sterling Preference Shares as regards income) to a non-cumulative
 preferential dividend in sterling payable at such rate (whether fixed,
 variable or floating or to be determined by a specified procedure, mechanism
 or formula) on such dates (each a “Dividend Payment Date”) and on such other
 terms and conditions as may be determined by the Board prior to allotment
 thereof;


	
 

	
 

	
 


	
 

	
Capital


	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
the right in a winding up of the Company (but not,
 unless otherwise provided by the terms of issue of such share, upon a
 redemption, reduction or purchase by the Company of any of its share capital)
 to receive in sterling out of the assets of the Company available for
 distribution to its members in priority to any payment to the holders of the
 Ordinary Shares and any other class of shares of the Company in issue (other
 than (i) the Dollar Preference Shares, the Euro Preference Shares and any
 other shares expressed to rank pari passu therewith as regards repayment of
 capital and (ii) any shares which by their terms rank in priority to the
 Sterling Preference Shares as regards repayment of capital):


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
a sum equal to:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(A)

	
the amount of any dividend which is due for payment
 after the date of commencement of the winding up but which is payable in
 respect of a period ending on or before such date; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(B)

	
if the date of commencement of the winding up falls
 before the last day of a period in respect of which a dividend would have
 been payable and which began before such date, any further 





73






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
amount of dividend which would have been payable had
 the day before such date been the last day of that period,


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
but only to the extent that any such amount or
 further amount was, or would have been, payable as a dividend in accordance
 with or pursuant to this Article; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
subject thereto, a sum equal to the amount paid up
 or credited as paid up on such share together with such premium (if any) as
 may be determined by the Board (or by a procedure, mechanism or formula
 determined by the Board) prior to allotment thereof (and so that the Board
 may determine that such premium is payable only in specified circumstances).








	
 

	
 

	
 

	
 

	
 


	
 

	
Limitations


	
 

	
 


	
 

	
(3)

	
No Sterling Preference Share shall:


	
 

	
 

	
 


	
 

	
 

	
(a)

	
confer any right to participate in the profits or
 assets of the Company other than that set out in sub-paragraphs (2)(a) and
 (b) of this Article;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
subject to the Act, confer any right to participate
 in any offer or invitation by way of rights or otherwise to subscribe for
 additional shares or securities in the Company;


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
confer any right of conversion; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
confer any right to participate in any issue of
 bonus shares or shares issued by way of capitalisation of reserves.








	
 

	
 

	
 

	
 

	
 


	
 

	
Further provisions as to income


	
 

	
 


	
 

	
(4)

	
All or any of the following provisions shall apply
 in relation to any Sterling Preference Shares of any series (“relevant
 Sterling Preference Shares”) if so determined by the Board prior to allotment
 thereof:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
(i)

	
if, on any Dividend Payment Date (“the relevant
 date”) on which a dividend (“the relevant dividend”) would otherwise fall to
 be paid on any relevant Sterling Preference Shares, the profits of the
 Company available for distribution are, in the opinion of the Board,
 insufficient to enable payment in full to be made of the relevant dividend,
 then the Board shall (after 





74






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
payment in full, or the setting aside of a sum
 required for payment in full, of all dividends payable on or before the
 relevant date on any shares in the capital of the Company in priority to the
 relevant Sterling Preference Shares) apply such profits, if any, in paying
 dividends to the holders of participating shares (as defined below) pro rata
 to the amounts of dividend on participating shares accrued and payable on or
 before the relevant date. For the purposes of this paragraph, the expression
 “participating shares” shall mean the relevant Sterling Preference Shares and
 any other shares in the capital of the Company which rank pari passu as to
 participation in profits with the relevant Sterling Preference Shares and on
 which either (1) a dividend is payable on the relevant date or (2) arrears of
 cumulative dividend are unpaid at the relevant date;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
 

	
if it shall subsequently appear that any such
 dividend which has been paid in whole or in part should not, in accordance
 with the provisions of this sub-paragraph, have been so paid, then provided
 the Board shall have acted in good faith, they shall not incur any liability
 for any loss which any shareholder may suffer in consequence of such payment
 having been made;


	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
if the payment of any dividend on any relevant
 Sterling Preference Shares would breach or cause a breach of the capital
 adequacy requirements of the Financial Services Authority (or any successor
 organisation responsible for the supervision of banks in the United Kingdom)
 from time to time applicable to the Company and/or any of its subsidiaries,
 then none of such dividend shall be payable;


	
 

	
 

	
 

	
 


	
 

	
(c)

	
if a dividend or any part thereof on any relevant
 Sterling Preference Shares is not paid for the reasons specified in sub-paragraphs
 (a) or (b) above, the holders of such shares shall have no claim in respect
 of such non-payment;


	
 

	
 

	
 

	
 


	
 

	
(d)

	
if any dividend on any relevant Sterling Preference
 Shares in respect of such period as the Board shall determine prior to
 allotment thereof is not paid in full, the Company may not thereafter
 purchase or redeem any other share capital of the Company ranking pari passu
 with or after the relevant Sterling Preference 





75






	
 

	
 

	
 

	
 


	
 

	
 

	
Shares (and may not contribute any moneys to a
 sinking fund for any such purchase or redemption) until such time as
 dividends on the relevant Sterling Preference Shares in respect of such
 period as the Board shall determine prior to allotment thereof shall have
 been paid in full (or an amount equivalent thereto shall have been paid or
 set aside to provide for such payment in full);


	
 

	
 

	
 

	
 


	
 

	
(e)

	
if any dividend on any relevant Sterling Preference
 Shares in respect of such period as the Board shall determine prior to
 allotment thereof is not paid in full, no dividend or other distribution may
 thereafter be declared or paid on any other share capital of the Company
 ranking as to dividend after the relevant Sterling Preference Shares until
 such time as dividends on the relevant Sterling Preference Shares in respect
 of such period as the Board shall determine prior to allotment thereof shall
 have been paid in full (or a sum shall have been paid or set aside to provide
 for such payment in full).


	
 

	
 

	
 

	
 


	
 

	
Redemption

	
 

	
 








	
 

	
 

	
 

	
 


	
 

	
(5)

	
(a)

	
Unless otherwise determined by the Board in relation
 to Sterling Preference Shares of any series prior to allotment thereof, the
 Sterling Preference Shares shall, subject to the provisions of the Act, be
 redeemable at the option of the Company.


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
In the case of any series of Sterling Preference
 Shares which are to be so redeemable:








	
 

	
 

	
 


	
 

	
(i)

	
the Company may, subject to the provisions of the
 Act and sub-paragraph (ii) below, redeem on any Redemption Date (as
 hereinafter defined) all, but not merely some, of the Sterling Preference
 Shares of such series by giving to the holders of the Sterling Preference
 Shares to be redeemed not less than 30 days’ nor more than 60 days’ prior
 notice in writing (a “Notice of Redemption”) of the relevant Redemption Date.
 “Redemption Date” means, in relation to Sterling Preference Shares of a
 particular series, any date mentioned in any one of (A), (B) or (C) below, as
 determined by the Board prior to the first allotment of Sterling Preference
 Shares of that series:





76






	
 

	
 

	
 

	
 


	
 

	
(A)

	
any date which falls on or after the First
 Redemption Date (as hereinafter defined); or


	
 

	
 

	
 


	
 

	
(B)

	
the First Redemption Date or any subsequent Dividend
 Payment Date for Sterling Preference Shares of that series; or


	
 

	
 

	
 


	
 

	
(C)

	
the First Redemption Date or any successive fifth
 anniversary thereof. “First Redemption Date” means:


	
 

	
 

	
 


	
 

	
(D)

	
in relation to any Sterling Preference Shares
 designated as “Series 1”, 30 June 2015;


	
 

	
 

	
 


	
 

	
(E)

	
in relation to any other Sterling Preference Shares
 of a particular series, one day after such one of the following dates as
 shall be determined by the Board prior to the first allotment of Sterling
 Preference Shares of that series:


	
 

	
 

	
 


	
 

	
 

	
(1)

	
five years after the Relevant Date (as hereinafter
 defined);


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
ten years after the Relevant Date;


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
fifteen years after the Relevant Date;


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
twenty years after the Relevant Date;


	
 

	
 

	
 

	
 


	
 

	
 

	
(5)

	
thirty years after the Relevant Date.


	
 

	
 

	
 

	
 


	
 

	
“Relevant Date” means, in relation to Sterling
 Preference Shares of a particular series, such one of the following dates as
 shall be determined by the Board prior to the first allotment of Sterling
 Preference Shares of that series:


	
 

	
 

	
 

	
 


	
 

	
(F)

	
the first date of allotment of Sterling Preference
 Shares of that series; or


	
 

	
 

	
 


	
 

	
(G)

	
the first Dividend Payment Date for Sterling
 Preference Shares of that series;








	
 

	
 

	
 


	
 

	
(ii)

	
if either of the restrictions in sub-paragraphs
 (4)(a)(i) and (4)(a)(ii) of this Article applies to any dividend otherwise
 payable on any Redemption Date on the Sterling Preference Shares of that
 series, the Company may not 





77






	
 

	
 

	
 


	
 

	
 

	
redeem such Sterling Preference Shares on that
 Redemption Date;


	
 

	
 

	
 


	
 

	
(iii)

	
there shall be paid on each Sterling Preference
 Share so redeemed, in sterling, the aggregate of the nominal amount thereof
 and any premium credited as paid up on such share together with any dividend
 payable on the Redemption Date;


	
 

	
 

	
 


	
 

	
(iv)

	
any Notice of Redemption given under subparagraph
 (b)(i) above shall specify the applicable Redemption Date, the particular
 Sterling Preference Shares to be redeemed and the redemption price, and shall
 state the place or places at which documents of title or such other evidence
 as may be accepted by the Board in respect of such Sterling Preference Shares
 are to be presented and surrendered for redemption and payment of the
 redemption moneys is to be effected. Upon such Redemption Date, the Company
 shall redeem the particular Sterling Preference Shares to be redeemed on that
 date subject to the provisions of this paragraph and of the Act. No defect in
 the Notice of Redemption or in the giving thereof shall affect the validity
 of the redemption proceedings;


	
 

	
 

	
 


	
 

	
(v)

	
payments in respect of the amount due on redemption
 of a Sterling Preference Share shall be made by sterling cheque drawn on a
 bank in London or upon the request of the holder or joint holders not later
 than the date specified for the purpose in the Notice of Redemption by
 transfer to a sterling account maintained by the payee with a bank in London
 or by such other method as the Board may determine. Such payment will be made
 against presentation and surrender of the relative certificate at the place
 or one of the places specified in the Notice of Redemption or against such
 other evidence as may be accepted by the Board. 


	
 

	
 

	
 


	
 

	
 

	
All payments in respect of redemption monies will in
 all respects be subject to any applicable fiscal or other laws;


	
 

	
 

	
 


	
 

	
(vi)

	
as from the relevant Redemption Date the dividend on
 the Sterling Preference Shares due for redemption shall cease to accrue
 except on any such Sterling Preference Shares in respect of which, upon due
 surrender of the certificate or 





78






	
 

	
 

	
 


	
 

	
 

	
other evidence aforesaid, payment of the redemption
 moneys due on such Redemption Date shall be improperly withheld or refused,
 in which case such dividend, at the rate then applicable, shall be deemed to
 have continued and shall accordingly continue to accrue from the relevant
 Redemption Date to the date of payment of such redemption moneys. Such
 Sterling Preference Shares shall not be treated as having been redeemed until
 the redemption moneys in question together with the accrued dividend thereon
 shall have been paid;


	
 

	
 

	
 


	
 

	
(vii)

	
if the due date for the payment of the redemption
 moneys on any Sterling Preference Share is not a day (other than a Saturday
 or Sunday) on which commercial banks and foreign exchange markets settle
 payments in sterling and are open for general business in London (a “Sterling
 Business Day”), then payment of such moneys will be made on the next
 succeeding day which is a Sterling Business Day and without any interest or
 other payment in respect of such delay; and


	
 

	
 

	
 


	
 

	
(viii)

	
the receipt of the holder for the time being of any
 Sterling Preference Shares (or, in the case of joint registered holders, the
 receipt of any one of them) for the moneys payable on redemption thereof
 shall constitute an absolute discharge to the Company in respect thereof.








	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
Upon the redemption or purchase of any Sterling
 Preference Shares the Board shall have power without any further resolution
 or consent to convert the authorised but unissued Sterling Preference Shares
 existing as a result of such redemption or purchase into shares of any other
 class of share capital into which the authorised share capital of the Company
 is or may be divided of the same nominal amount in sterling as the Sterling
 Preference Shares or into unclassified shares of the same nominal amount in
 sterling as the Sterling Preference Shares.


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
Any Sterling Preference Shares redeemed pursuant to
 this paragraph (5) shall be cancelled on redemption.


	
 

	
 


	
 

	
Purchase


	
 

	
 

	
 


	
 

	
(6)

	
Subject to the provisions of the Act, the Company
 may at any time purchase any Sterling Preference Shares (i) in the market, 





79






	
 

	
 

	
 


	
 

	
 

	
(ii) by tender (available alike to all holders of
 the same class of Sterling Preference Shares) or (iii) by private treaty, in
 each case upon such terms as the Board shall determine.


	
 

	
 

	
 


	
 

	
Consolidation and division


	
 

	
 

	
 


	
 

	
(7)

	
Pursuant to the authority given by the passing of
 the resolution adopting this Article the Board may consolidate and divide
 and/or sub-divide any Sterling Preference Shares into shares of a larger or
 smaller amount.








	
 

	
 

	
 

	
 

	
 


	
 

	
Attendance and voting at general
 meetings


	
 

	
 


	
 

	
(8)

	
(a)

	
Save as provided by its terms of issue, no Sterling
 Preference Share shall carry any right to attend or vote at general meetings
 of the Company.


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
If so determined by the Board prior to allotment
 thereof, holders of Sterling Preference Shares of any series shall have the
 right to attend and vote at general meetings of the Company in the following
 circumstances:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
if any dividend on any Sterling Preference Shares of
 that series in respect of such period as the Board shall determine prior to
 allotment thereof is not paid in full, the right to attend and vote at
 general meetings of the Company until such time as dividends on those
 Sterling Preference Shares in respect of such period as the Board shall
 determine prior to allotment thereof shall have been paid in full (or a sum
 shall have been paid or set aside to provide for such payment in full);


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
in such other circumstances, and upon and subject to
 such terms, as the Board may determine prior to allotment of such Sterling
 Preference Shares.


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
Whenever holders of Sterling Preference Shares are
 entitled to vote on a resolution at a general meeting, on a show of hands
 every such holder who is present in person shall have one vote and on a poll
 every such holder who is present in person or by proxy shall have one vote
 per Sterling Preference Share held by him or such number of votes per share
 as the Board shall determine prior to allotment of such share.


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
Holders of Sterling Preference Shares having a
 registered address or address for correspondence within the United Kingdom
 shall have the right to have sent to them (at the same time as the same are
 sent to the holders of Ordinary Shares) all notices of general meetings of
 the Company and a copy of every circular or other like document sent out by
 the Company to the holders of Ordinary Shares.





80






	
 

	
 

	
 


	
 

	
Further preference shares


	
 

	
 

	
 


	
 

	
(9)

	
The special rights attached to any Sterling
 Preference Shares of any series allotted or in issue shall not (unless
 otherwise provided by their terms of issue) be deemed to be varied by the
 creation or issue of any other preference shares or further shares in any
 currency (“new shares”) ranking as regards participation in the profits and
 assets of the Company pari passu with such Sterling Preference Shares and so
 that any new shares ranking pari passu with such Sterling Preference Shares
 may either carry rights and restrictions identical in all respects with such
 Sterling Preference Shares or any of them or rights and restrictions
 differing therefrom in any respect including but without prejudice to the
 generality of the foregoing in that:






	
 

	
 

	
 


	
 

	
(a)

	
the rate of and/or basis of calculation of dividend
 may differ and the dividend may be cumulative or noncumulative;


	
 

	
 

	
 


	
 

	
(b)

	
the new shares or any series thereof may rank for
 dividend as from such date as may be provided by the terms of issue thereof
 and the dates of payment of dividend may differ;


	
 

	
 

	
 


	
 

	
(c)

	
a premium may be payable on return of capital or
 there may be no such premium;


	
 

	
 

	
 


	
 

	
(d)

	
the new shares may be redeemable at the option of
 the holder or of the Company, or may be non-redeemable, and if redeemable at
 the option of the Company they may be redeemable at different dates and on
 different terms from those applying to the Sterling Preference Shares; and


	
 

	
 

	
 


	
 

	
(e)

	
the new shares may be convertible into Ordinary
 Shares or any other class of shares ranking as regards participation in the
 profits and assets of the Company pari passu with or after such Sterling
 Preference Shares in each case on such terms and conditions as may be
 prescribed by the terms of issue thereof.








	
 

	
 

	
 

	
 

	
 


	
 

	
Variation of class rights


	
 

	
 


	
 

	
(10)

	
(a)

	
Subject to the provisions of the Act:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
all or any of the rights, preferences, privileges,
 limitations or restrictions for the time being attached to the Sterling
 Preference Shares may from time to time (whether or not the Company is being
 wound up) be varied or abrogated with the consent in writing of the holders
 of not less than three-quarters in nominal value of the Sterling Preference
 Shares of all series in issue 





81






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
or with the sanction of an extraordinary resolution
 passed at a separate general meeting of the holders of the Sterling
 Preference Shares, voting as a single class without regard for series; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
all or any of the rights, preferences, privileges,
 limitations or restrictions for the time being attached to Sterling
 Preference Shares of any series may be varied or abrogated so as to affect
 adversely such rights on a basis different from any other series of Sterling
 Preference Shares with the consent in writing of the holders of not less than
 three-quarters in nominal value of the Sterling Preference Shares of such
 series or with the sanction of an extraordinary resolution passed at a
 separate general meeting of the holders of Sterling Preference Shares of such
 series.








	
 

	
 

	
 


	
 

	
 

	
All the provisions of these Articles as to general
 meetings of the Company shall mutatis mutandis apply to any such separate
 general meeting, but so that the necessary quorum shall be two persons
 holding or representing by proxy at least one-third in nominal value of the
 issued shares of the class, that every holder of shares of the class shall be
 entitled on a poll to one vote for every share of the class held by him, that
 any holder of shares of the class present in person or by proxy may demand a
 poll and that at any adjourned meeting of the holders one holder present in
 person or by proxy (whatever the number of shares held by him) shall be a
 quorum.


	
 


	
 

	
(b)

	
Unless otherwise provided by its terms of issue, the
 rights attached to any Sterling Preference Share shall not be deemed to be
 varied or abrogated by a reduction of any share capital or purchase by the
 Company or redemption of any share capital in each case ranking as regards
 participation in the profits and assets of the Company in priority to or pari
 passu with or after such Sterling Preference Share.








	
 

	
 

	
 

	
 


	
 

	
5A

	
Rights of the Dollar Preference
 Shares


	
 

	
 

	
 


	
 

	
5A.1

	
The following rights and restrictions shall be
 attached to the Dollar Preference Shares:


	
 

	
 

	
 


	
 

	
 

	
(1)

	
The Dollar Preference Shares shall rank pari passu
 inter se and with the Sterling Preference Shares and the Euro Preference
 Shares and with all other shares expressed to rank pari passu therewith. They
 shall confer the rights and be subject to the limitations set out in this
 Article. They shall also confer such further rights (not being inconsistent
 with the rights set out in 





82






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
this Article) and be subject to such further
 limitations and restrictions as may be attached by the Board to such shares
 prior to allotment. Whenever the Board has power under this Article to
 determine any of the rights attached to any of the Dollar Preference Shares,
 the rights so determined need not be the same as those attached to the Dollar
 Preference Shares which have then been allotted or issued. The Dollar
 Preference Shares may be issued in one or more separate series and each
 series shall be identified in such manner as the Board may determine without
 any such determination or identification requiring any alteration to these Articles.








	
 

	
 

	
 


	
 

	
(2)

	
Each Dollar Preference Share shall confer the
 following rights as to dividend and capital:


	
 

	
 


	
 

	
Income


	
 

	
 


	
 

	
(a)

	
the right (subject to the provisions of paragraph
 (4) of this Article, if applicable) in priority to the payment of any dividend
 to the holders of Ordinary Shares and any other class of shares of the
 Company in issue (other than (i) the Sterling Preference Shares, the Euro
 Preference Shares and any other shares expressed to rank pari passu therewith
 as regards income and (ii) any shares which by their terms rank in priority
 to the Dollar Preference Shares as regards income) to a non-cumulative
 preferential dividend in US dollars payable at such rate (whether fixed,
 variable or floating or to be determined by a specified procedure, mechanism
 or formula) on such dates (each a “Dividend Payment Date”) and on such other
 terms and conditions as may be determined by the Board prior to allotment
 thereof;


	
 

	
 

	
 


	
 

	
Capital


	
 

	
 


	
 

	
(b)

	
the right in a winding up of the Company (but not,
 unless otherwise provided by the terms of issue of such share, upon a
 redemption, reduction or purchase by the Company of any of its share capital)
 to receive in US dollars out of the assets of the Company available for
 distribution to its members in priority to any payment to the holders of the
 Ordinary Shares and any other class of shares of the Company in issue (other
 than (i) the Sterling Preference Shares, the Euro Preference Shares and any
 other shares expressed to rank pari passu therewith as regards repayment of
 capital and (ii) any shares which by their terms rank in priority to the
 Dollar Preference Shares as regards repayment of capital):








	
 

	
 

	
 

	
 


	
 

	
(i)

	
a sum equal to:


	
 

	
 

	
 


	
 

	
 

	
(A)

	
the amount of any dividend which is due for payment
 after the date of commencement of the 





83






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
winding up but which is payable in respect of a
 period ending on or before such date; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(B)

	
if the date of commencement of the winding up falls
 before the last day of a period in respect of which a dividend would have
 been payable and which began before such date, any further amount of dividend
 which would have been payable had the day before such date been the last day
 of that period 


	
 

	
 

	
 

	
 


	
 

	
 

	
but only to the extent that any such amount or
 further amount was, or would have been, payable as a dividend in accordance
 with or pursuant to this Article; and


	
 

	
 

	
 


	
 

	
(ii)

	
subject thereto, a sum equal to the amount paid up
 or credited as paid up on such share together with such premium (if any) as
 may be determined by the Board (or by a procedure, mechanism or formula
 determined by the Board) prior to allotment thereof (and so that the Board
 may determine that such premium is payable only in specified circumstances).








	
 

	
 

	
 

	
 


	
 

	
Limitations


	
 

	
 


	
 

	
(3)

	
No Dollar Preference Share shall;


	
 

	
 

	
 


	
 

	
 

	
(a)

	
confer any right to participate in the profits or
 assets of the Company other than that set out in sub-paragraphs (2)(a) and
 (b) of this Article;


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
subject to the Act, confer any right to participate
 in any offer or invitation by way of rights or otherwise to subscribe for
 additional shares or securities in the Company;


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
confer any right of conversion; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
confer any right to participate in any issue of
 bonus shares or shares issued by way of capitalisation of reserves.


	
 

	
 

	
 

	
 


	
 

	
Further provisions as to income


	
 

	
 

	
 


	
 

	
(4)

	
All or any of the following provisions shall apply
 in relation to any Dollar Preference Shares of any series (“relevant Dollar
 Preference Shares”) if so determined by the Board prior to allotment thereof:








	
 

	
 

	
 

	
 


	
 

	
(a)

	
(i)

	
if, on any Dividend Payment Date (“the relevant
 date”) on which a dividend (“the relevant dividend”) would otherwise fall to
 be paid on any relevant Dollar 





84






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Preference Shares, the profits of the Company
 available for distribution are, in the opinion of the Board, insufficient to
 enable payment in full to be made of the relevant dividend, then the Board
 shall (after payment in full, or the setting aside of a sum required for
 payment in full, of all dividends payable on or before the relevant date on
 any shares in the capital of the Company in priority to the relevant Dollar
 Preference Shares) apply such profits, if any, in paying dividends to the
 holders of participating shares (as defined below) pro rata to the amounts of
 dividend on participating shares accrued and payable on or before the
 relevant date. For the purposes of this paragraph, the expression
 “participating shares” shall mean the relevant Dollar Preference Shares and
 any other shares in the capital of the Company which rank pari passu as to
 participation in profits with the relevant Dollar Preference Shares and on
 which either (1) a dividend is payable on the relevant date or (2) arrears of
 cumulative dividend are unpaid at the relevant date;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
if it shall subsequently appear that any such
 dividend which has been paid in whole or in part should not, in accordance
 with the provisions of this sub-paragraph, have been so paid, then provided
 the Board shall have acted in good faith, they shall not incur any liability
 for any loss which any shareholder may suffer in consequence of such payment
 having been made;


	
 

	
 

	
 

	
 


	
 

	
(b)

	
 

	
if the payment of any dividend on any relevant
 Dollar Preference Shares would breach or cause a breach of the capital
 adequacy requirements of the Financial Services Authority (or any successor
 organisation responsible for the supervision of banks in the United Kingdom)
 from time to time applicable to the Company and/or any of its subsidiaries,
 then none of such dividend shall be payable;


	
 

	
 

	
 

	
 


	
 

	
(c)

	
 

	
if a dividend or any part thereof on any relevant
 Dollar Preference Shares is not paid for the reasons specified in
 sub-paragraphs (a) or (b) above, the holders of such shares shall have no
 claim in respect of such nonpayment;


	
 

	
 

	
 

	
 


	
 

	
(d)

	
 

	
if any dividend on any relevant Dollar Preference
 Shares in respect of such period as the Board shall determine prior to
 allotment thereof is not paid in full, the Company may not thereafter
 purchase or redeem any other share capital of the Company ranking pari passu
 with or after the relevant Dollar Preference Shares (and may not contribute
 any moneys to a sinking fund 





85






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
for any such purchase or redemption) until such time
 as dividends on the relevant Dollar Preference Shares in respect of such
 period as the Board shall determine prior to allotment thereof shall have
 been paid in full (or an amount equivalent thereto shall have been paid or
 set aside to provide for such payment in full);


	
 

	
 

	
 

	
 


	
 

	
(e)

	
 

	
if any dividend on any relevant Dollar Preference
 Shares in respect of such period as the Board shall determine prior to
 allotment thereof is not paid in full, no dividend or other distribution may
 thereafter be declared or paid on any other share capital of the Company
 ranking as to dividend after the relevant Dollar Preference Shares until such
 time as dividends on the relevant Dollar Preference Shares in respect of such
 period as the Board shall determine prior to allotment thereof shall have
 been paid in full (or a sum shall have been paid or set aside to provide for
 such payment in full).








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Redemption


	
 

	
 


	
 

	
(5)

	
(a)

	
Unless otherwise determined by the Board in relation
 to Dollar Preference Shares of any series prior to allotment thereof, the
 Dollar Preference Shares shall, subject to the provisions of the Act, be
 redeemable at the option of the Company.


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
In the case of any series of Dollar Preference
 Shares which are to be so redeemable:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
 

	
the Company may, subject to the provisions of the
 Act, and sub-paragraph (ii) below, redeem on any Redemption Date (as
 hereinafter defined) all, but not merely some, of the Dollar Preference
 Shares of such series by giving to the holders of the Dollar Preference
 Shares to be redeemed not less than 30 days’ nor more than 60 days’ prior
 notice in writing (a “Notice of Redemption”) of the relevant Redemption Date.
 “Redemption Date” means, in relation to Dollar Preference Shares of a
 particular series, any date mentioned in any one of (A), (B) or (C) below, as
 determined by the Board prior to the first allotment of Dollar Preference
 Shares of that series:







	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
any date which falls on or after the First
 Redemption Date (as hereinafter defined); or


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
the First Redemption Date or any subsequent Dividend
 Payment Date for Dollar Preference Shares of that series; or





86






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C)

	
the First Redemption Date or any successive fifth
 anniversary thereof. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
“First Redemption Date” means:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(D)

	
in relation to any relevant Dollar Preference Shares
 designated as:








	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
“Series 1”, 30 June 2010;


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
“Series 2”, 30 June 2030;


	
 

	
 

	
 

	
 


	
 

	
(E)

	
in relation to any other Dollar Preference Shares of
 a particular series, one day after such one of the following dates as shall
 be determined by the Board prior to the first allotment of Dollar Preference
 Shares of that series:


	
 

	
 

	
 


	
 

	
 

	
(1)

	
five years after the Relevant Date (as hereinafter
 defined);


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
ten years after the Relevant Date;


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
fifteen years after the Relevant Date;


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
twenty years after the Relevant Date;


	
 

	
 

	
 

	
 


	
 

	
 

	
(5)

	
thirty years after the Relevant Date.


	
 

	
 

	
 

	
 


	
 

	
“Relevant Date” means, in relation to Dollar
 Preference Shares of a particular series, such one of the following dates as
 shall be determined by the Board prior to the first allotment of Dollar
 Preference Shares of that series:


	
 

	
 


	
 

	
(F)

	
the first date of allotment of Dollar Preference
 Shares of that series; or


	
 

	
 

	
 


	
 

	
(G)

	
the first Dividend Payment Date for Dollar
 Preference Shares of that series;








	
 

	
 

	
 


	
 

	
(ii)

	
if either of the restrictions in sub-paragraphs
 (4)(a)(i) and (4)(a)(ii) of this Article applies to any dividend otherwise
 payable on any Redemption Date on the Dollar Preference Shares of that
 series, the Company may not redeem such Dollar Preference Shares on that
 Redemption Date;


	
 

	
 

	
 


	
 

	
(iii)

	
there shall be paid on each Dollar Preference Share
 so redeemed, in US dollars, the aggregate of the nominal amount thereof and
 any premium credited as paid up on such share together with any dividend
 payable on the Redemption Date;





87






	
 

	
 

	
 


	
 

	
(iv)

	
any Notice of Redemption given under subparagraph
 (b)(i) above shall specify the applicable Redemption Date, the particular
 Dollar Preference Shares to be redeemed and the redemption price, and shall
 state the place or places at which documents of title or such other evidence
 as may be accepted by the Board in respect of such Dollar Preference Shares
 are to be presented and surrendered for redemption and payment of the
 redemption moneys is to be effected. Upon such Redemption Date, the Company
 shall redeem the particular Dollar Preference Shares to be redeemed on that
 date subject to the provisions of this paragraph and of the Act. No defect in
 the Notice of Redemption or in the giving thereof shall affect the validity
 of the redemption proceedings;


	
 

	
 

	
 


	
 

	
(v)

	
payments in respect of the amount due on redemption
 of a Dollar Preference Share shall be made by US Dollar cheque drawn on a
 bank in New York City or upon the request of the holder or joint holders not
 later than the date specified for the purpose in the Notice of Redemption by
 transfer to a US dollar account maintained by the payee with a bank in New
 York City or by such other method as the Board may determine. Such payment
 will be made against presentation and surrender of the relative certificate
 at the place or one of the places specified in the Notice of Redemption or
 against such other evidence as may be accepted by the Board.


	
 

	
 

	
 


	
 

	
 

	
All payments in respect of redemption moneys will in
 all respects be subject to any applicable fiscal or other laws;


	
 

	
 

	
 


	
 

	
(vi)

	
as from the relevant Redemption Date the dividend on
 the Dollar Preference Shares due for redemption shall cease to accrue except
 on any such Dollar Preference Shares in respect of which, upon due surrender
 of the certificate or other evidence aforesaid, payment of the redemption
 moneys due on such Redemption Date shall be improperly withheld or refused,
 in which case such dividend, at the rate then applicable, shall be deemed to
 have continued and shall accordingly continue to accrue from the relevant Redemption
 Date to the date of payment of such redemption moneys. Such Dollar Preference
 Shares shall not be treated as having been redeemed until the redemption
 moneys in question together with the accrued dividend thereon shall have been
 paid;





88






	
 

	
 

	
 


	
 

	
(vii)

	
if the due date for the payment of the redemption
 moneys on any Dollar Preference Share is not a day (other than a Saturday or
 Sunday) on which commercial banks and foreign exchange markets settle
 payments in US dollars and are open for general business in London and New
 York City (a “Dollar Business Day”), then payment of such moneys will be made
 on the next succeeding day which is a Dollar Business Day and without any
 interest or other payment in respect of such delay; and


	
 

	
 

	
 


	
 

	
(viii)

	
the receipt of the holder for the time being of any
 Dollar Preference Shares (or, in the case of joint registered holders, the
 receipt of any one of them) for the moneys payable on redemption thereof
 shall constitute an absolute discharge to the Company in respect thereof.








	
 

	
 

	
 


	
 

	
(c)

	
Upon the redemption or purchase of any Dollar
 Preference Shares the Board shall have power without any further resolution
 or consent to convert the authorised but unissued Dollar Preference Shares
 existing as a result of such redemption or purchase into shares of any other
 class of share capital into which the authorised share capital of the Company
 is or may be divided of the same nominal amount in US dollars as the Dollar
 Preference Shares or into unclassified shares of the same nominal amount in
 US dollars as the Dollar Preference Shares.


	
 


	
 

	
(d)

	
Any Dollar Preference Shares redeemed pursuant to
 this paragraph (5) shall be cancelled on redemption.








	
 

	
 

	
 

	
 


	
 

	
Purchase


	
 

	
 

	
 


	
 

	
(6)

	
Subject to the provisions of the Act, the Company
 may at any time purchase any Dollar Preference Shares (i) in the market, (ii)
 by tender (available alike to all holders of the same class of Dollar
 Preference Shares) or (iii) by private treaty, in each case upon such terms
 as the Board shall determine.


	
 


	
 

	
Consolidation and division


	
 

	
 


	
 

	
(7)

	
Pursuant to the authority given by the passing of
 the resolution adopting this Article the Board may consolidate and divide
 and/or sub-divide any Dollar Preference Shares into shares of a larger or
 smaller amount.


	
 


	
 

	
Attendance and voting at general
 meetings


	
 

	
 


	
 

	
(8) (a)

	
Save as provided by its terms of issue, no Dollar
 Preference Share shall carry any right to attend or vote at general meetings
 of the Company.





89






	
 

	
 

	
 

	
 


	
 

	
(b) 

	
If so determined by the Board prior to allotment
 thereof, holders of Dollar Preference Shares of any series shall have the
 right to attend and vote at general meetings of the Company in the following
 circumstances:


	
 

	
 

	
 


	
 

	
 

	
(i)

	
if any dividend on any Dollar Preference Shares of
 that series in respect of such period as the Board shall determine prior to
 allotment thereof is not paid in full, the right to attend and vote at
 general meetings of the Company until such time as dividends on those Dollar
 Preference Shares in respect of such period as the Board shall determine prior
 to allotment thereof shall have been paid in full (or a sum shall have been
 paid or set aside to provide for such payment in full);


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
in such other circumstances, and upon and subject to
 such terms, as the Board may determine prior to allotment of such Dollar
 Preference Shares.


	
 

	
 

	
 

	
 


	
 

	
(c) 

	
Whenever holders of Dollar Preference Shares are
 entitled to vote on a resolution at a general meeting, on a show of hands
 every such holder who is present in person shall have one vote and on a poll
 every such holder who is present in person or by proxy shall have one vote
 per Dollar Preference Share held by him or such number of votes per share as
 the Board shall determine prior to allotment of such share.


	
 

	
 

	
 


	
 

	
(d) 

	
Holders of Dollar Preference Shares having a
 registered address or address for correspondence within the United Kingdom
 shall have the right to have sent to them (at the same time as the same are
 sent to the holders of Ordinary Shares) all notices of general meetings of
 the Company and a copy of every circular or other like document sent out by
 the Company to the holders of Ordinary Shares.


	
 

	
 

	
 

	
 


	
 

	
Further preference shares


	
 

	
 


	
 

	
(9)

	
The special rights attached to any Dollar Preference
 Shares of any series allotted or in issue shall not (unless otherwise
 provided by their terms of issue) be deemed to be varied by the creation or
 issue of any other preference shares or further shares in any currency (“new
 shares”) ranking as regards participation in the profits and assets of the
 Company pari passu with such Dollar Preference Shares and so that any new
 shares ranking pari passu with such Dollar Preference Shares may either carry
 rights and restrictions identical in all respects with such Dollar Preference
 Shares or any of them or rights and restrictions differing therefrom in any
 respect including but without prejudice to the generality of the foregoing in
 that:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
the rate of and/or basis of calculation of dividend
 may differ and the dividend may be cumulative or noncumulative;





90







	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
the new
 shares or any series thereof may rank for dividend as from such date as may
 be provided by the terms of issue thereof and the dates of payment of
 dividend may differ; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
a premium
 may be payable on return of capital or there may be no such premium; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
the new
 shares may be redeemable at the option of the holder or of the Company, or
 may be non-redeemable, and if redeemable at the option of the Company they
 may be redeemable at different dates and on different terms from those
 applying to the Dollar Preference Shares; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
the new
 shares may be convertible into Ordinary Shares or any other class of shares
 ranking as regards participation in the profits and assets of the Company
 pari passu with or after such Dollar Preference Shares in each case on such
 terms and conditions as may be prescribed by the terms of issue thereof. 


	
 

	
 

	
 

	
 


	
 

	
Variation of class rights


	
 

	
 

	
 

	
 


	
 

	
(10)

	
(a)

	
Subject to
 the provisions of the Act: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
all or any
 of the rights, preferences, privileges, limitations or restrictions for the
 time being attached to the Dollar Preference Shares may from time to time
 (whether or not the Company is being wound up) be varied or abrogated with
 the consent in writing of the holders of not less than three-quarters in
 nominal value of the Dollar Preference Shares of all series in issue or with
 the sanction of an extraordinary resolution passed at a separate general
 meeting of the holders of the Dollar Preference Shares, voting as a single
 class without regard for series; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
all or any
 of the rights, preferences, privileges, limitations or restrictions for the
 time being attached to Dollar Preference Shares of any series may be varied
 or abrogated so as to affect adversely such rights on a basis different from
 any other series of Dollar Preference Shares with the consent in writing of
 the holders of not less than three-quarters in nominal value of the Dollar
 Preference Shares of such series or with the sanction of an extraordinary
 resolution passed at a separate general meeting of the holders of Dollar
 Preference Shares of such series.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
All the
 provisions of these Articles as to general meetings of the Company shall
 mutatis mutandis apply to any such separate general meeting, but so that the
 necessary quorum shall be two persons holding or representing by proxy at
 least one-third in





91






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
nominal
 value of the issued shares of the class, that every holder of shares of the
 class shall be entitled on a poll to one vote for every share of the class
 held by him, that any holder of shares of the class present in person or by
 proxy may demand a poll and that at any adjourned meeting of the holders one
 holder present in person or by proxy (whatever the number of shares held by
 him) shall be a quorum.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
Unless
 otherwise provided by its terms of issue, the rights attached to any Dollar
 Preference Share shall not be deemed to be varied or abrogated by a reduction
 of any share capital or purchase by the Company or redemption of any share
 capital in each case ranking as regards participation in the profits and
 assets of the Company in priority to or pari passu with or after such Dollar
 Preference Share.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
5B

	
Rights of the Euro Preference Shares


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
5B.1

	
The following
 rights and restrictions shall be attached to the Euro Preference Shares:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(1)

	
The Euro
 Preference Shares shall rank pari passu inter se and with the Dollar
 Preference Shares and the Sterling Preference Shares and with all other
 shares expressed to rank pari passu therewith. They shall confer the rights
 and be subject to the limitations set out in this Article. They shall also
 confer such further rights (not being inconsistent with the rights set out in
 this Article) and be subject to such further limitations and restrictions as
 may be attached by the Board to such shares prior to allotment. Whenever the
 Board has power under this Article to determine any of the rights attached to
 any of the Euro Preference Shares, the rights so determined need not be the
 same as those attached to the Euro Preference Shares which have then been
 allotted or issued. The Euro Preference Shares may be issued in one or more
 separate series and each series shall be identified in such manner as the
 Board may determine without any such determination or identification
 requiring any alteration to these Articles.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(2)

	
Each Euro
 Preference Share shall confer the following rights as to dividend and
 capital:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Income


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
the right
 (subject to the provisions of paragraph (4) of this Article, if applicable)
 in priority to the payment of any dividend to the holders of Ordinary Shares
 and any other class of shares of the Company in issue (other





92






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
than (i) the
 Dollar Preference Shares, the Sterling Preference Shares and any other shares
 expressed to rank pari passu therewith as regards income and (ii) any shares
 which by their terms rank in priority to the Euro Preference Shares as
 regards income) to a non-cumulative preferential dividend in euro payable at
 such rate (whether fixed, variable or floating or to be determined by a
 specified procedure, mechanism or formula) on such dates (each a “Dividend
 Payment Date”) and on such other terms and conditions as may be determined by
 the Board prior to allotment thereof;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Capital


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
the right in
 a winding up of the Company (but not, unless otherwise provided by the terms
 of issue of such share, upon a redemption, reduction or purchase by the
 Company of any of its share capital) to receive in euro out of the assets of
 the Company available for distribution to its members in priority to any
 payment to the holders of the Ordinary Shares and any other class of shares
 of the Company in issue (other than (i) the Dollar Preference Shares, the
 Sterling Preference Shares and any other shares expressed to rank pari passu
 therewith as regards repayment of capital and (ii) any shares which by their
 terms rank in priority to the Euro Preference Shares as regards repayment of
 capital):


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
a sum equal
 to:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
the amount
 of any dividend which is due for payment after the date of commencement of
 the winding up but which is payable in respect of a period ending on or
 before such date; and


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
if the date
 of commencement of the winding up falls before the last day of a period in
 respect of which a dividend would have been payable and which began before
 such date, any further amount of dividend which would have been payable had
 the day before such date been the last day of that period


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
but only to
 the extent that any such amount or further amount was, or would have been,
 payable as a dividend in accordance with or pursuant to this Article; and


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
subject
 thereto, a sum equal to the amount paid up or credited as paid up on such
 share together with such premium (if any) as may be determined by the Board
 (or by a procedure, mechanism or formula determined





93






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
by the
 Board) prior to allotment thereof (and so that the Board may determine that
 such premium is payable only in specified circumstances).


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Limitations


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
No Euro
 Preference Share shall;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
confer any
 right to participate in the profits or assets of the Company other than that
 set out in sub-paragraphs (2)(a) and (b) of this Article;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
subject to
 the Act, confer any right to participate in any offer or invitation by way of
 rights or otherwise to subscribe for additional shares or securities in the
 Company;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
confer any
 right of conversion; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
confer any
 right to participate in any issue of bonus shares or shares issued by way of
 capitalisation of reserves.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Further provisions as to income


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
All or any
 of the following provisions shall apply in relation to any Euro Preference
 Shares of any series (“relevant Euro Preference Shares”) if so determined by
 the Board prior to allotment thereof;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a) 

	
(i)

	
if, on any
 Dividend Payment Date (“the relevant date”) on which a dividend (“the
 relevant dividend”) would otherwise fall to be paid on any relevant Euro
 Preference Shares, the profits of the Company available for distribution are,
 in the opinion of the Board, insufficient to enable payment in full to be
 made of the relevant dividend, then the Board shall (after payment in full,
 or the setting aside of a sum required for payment in full, of all dividends
 payable on or before the relevant date on any shares in the capital of the
 Company in priority to the relevant Euro Preference Shares) apply such profits,
 if any, in paying dividends to the holders of participating shares (as
 defined below) pro rata to the amounts of dividend on participating shares
 accrued and payable on or before the relevant date. For the purposes of this
 paragraph, the expression “participating shares” shall mean the relevant Euro
 Preference Shares and any other shares in the capital of the Company which





94






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
rank pari
 passu as to participation in profits with the relevant Euro Preference Shares
 and on which either (1) a dividend is payable on the relevant date or (2)
 arrears of cumulative dividend are unpaid at the relevant date;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(ii)

	
if it shall
 subsequently appear that any such dividend which has been paid in whole or in
 part should not, in accordance with the provisions of this sub-paragraph,
 have been so paid, then provided the Board shall have acted in good faith,
 they shall not incur any liability for any loss which any shareholder may
 suffer in consequence of such payment having been made;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
 

	
if the
 payment of any dividend on any relevant Euro Preference Shares would breach
 or cause a breach of the capital adequacy requirements of the Financial
 Services Authority (or any successor organisation responsible for the
 supervision of banks in the United Kingdom) from time to time applicable to
 the Company and/or any of its subsidiaries, then none of such dividend shall
 be payable;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
 

	
if a
 dividend or any part thereof on any relevant Euro Preference Shares is not
 paid for the reasons specified in sub-paragraphs (a) or (b) above, the
 holders of such shares shall have no claim in respect of such nonpayment;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
 

	
if any
 dividend on any relevant Euro Preference Shares in respect of such period as
 the Board shall determine prior to allotment thereof is not paid in full, the
 Company may not thereafter purchase or redeem any other share capital of the
 Company ranking pari passu with or after the relevant Euro Preference Shares
 (and may not contribute any moneys to a sinking fund for any such purchase or
 redemption) until such time as dividends on the relevant Euro Preference
 Shares in respect of such period as the Board shall determine prior to
 allotment thereof shall have been paid in full (or an amount equivalent
 thereto shall have been paid or set aside to provide for such payment in
 full);


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(e)

	
 

	
if any
 dividend on any relevant Euro Preference Shares in respect of such period as
 the Board shall determine prior to allotment thereof is not





95






	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
paid in
 full, no dividend or other distribution may thereafter be declared or paid on
 any other share capital of the Company ranking as to dividend after the
 relevant Euro Preference Shares until such time as dividends on the relevant
 Euro Preference Shares in respect of such period as the Board shall determine
 prior to allotment thereof shall have been paid in full (or a sum shall have
 been paid or set aside to provide for such payment in full).


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Redemption


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(5) 

	
(a)

	
Unless
 otherwise determined by the Board in relation to Euro Preference Shares of
 any series prior to allotment thereof, the Euro Preference Shares shall,
 subject to the provisions of the Act, be redeemable at the option of the
 Company.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(b)

	
In the case
 of any series of Euro Preference Shares which are to be so redeemable: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(i)

	
the Company
 may, subject to the provisions of the Act and sub-paragraph (ii) below,
 redeem on any Redemption Date (as hereinafter defined) all, but not merely
 some, of the Euro Preference Shares of such series by giving to the holders
 of the Euro Preference Shares to be redeemed not less than 30 days’ nor more
 than 60 days’ prior notice in writing (a “Notice of Redemption”) of the
 relevant Redemption Date. “Redemption Date” means, in relation to Euro
 Preference Shares of a particular series, any date mentioned in any one of
 (A), (B) or (C) below, as determined by the Board prior to the first
 allotment of Euro Preference Shares of that series:


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
(A)

	
any date
 which falls on or after the First Redemption Date (as hereinafter defined);
 or


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
(B)

	
the First
 Redemption Date or any subsequent Dividend Payment Date for Euro Preference
 Shares of that series; or





96






	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
(C)

	
the First
 Redemption Date or any successive fifth anniversary thereof.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
“First
 Redemption Date” means:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
(D)

	
in relation
 to any Euro Preference Shares designated as “Series 1”, 30 June 2012;


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
(E)

	
in relation
 to any other Euro Preference Shares of a particular series, one day after
 such one of the following dates as shall be determined by the Board prior to
 the first allotment of Euro Preference Shares of that series:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
(1)

	
five years
 after the Relevant Date (as hereinafter defined); 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
(2) 

	
ten years
 after the Relevant Date;


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
(3)

	
fifteen
 years after the Relevant Date; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
(4)

	
twenty years
 after the Relevant Date; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
(5) 

	
thirty years
 after the Relevant Date.


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
“Relevant
 Date” means, in relation to Euro Preference Shares of a particular series,
 such one of the following dates as shall be determined by the Board prior to
 the first allotment of Euro Preference Shares of that series:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
(F)

	
the first
 date of allotment of Euro Preference Shares of that series; or


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
(G)

	
the first
 Dividend Payment Date for Euro Preference Shares of that series;


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(ii)

	
if either of
 the restrictions in sub-paragraphs (4)(a)(i) and (4)(a)(ii) of this Article
 applies to any dividend otherwise payable on any Redemption Date on the


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 





97






	
 

	
 

	
 


	
 

	
 

	
Euro
 Preference Shares of that series, the Company may not redeem such Euro
 Preference Shares on that Redemption Date;


	
 

	
 

	
 


	
 

	
(iii)

	
there shall
 be paid on each Euro Preference Share so redeemed, in euro, the aggregate of
 the nominal amount thereof and any premium credited as paid up on such share
 together with any dividend payable on the Redemption Date; 


	
 

	
 

	
 


	
 

	
(iv)

	
any Notice
 of Redemption given under subparagraph (b)(i) above shall specify the
 applicable Redemption Date, the particular Euro Preference Shares to be
 redeemed and the redemption price, and shall state the place or places at
 which documents of title or such other evidence as may be accepted by the
 Board in respect of such Euro Preference Shares are to be presented and
 surrendered for redemption and payment of the redemption moneys is to be
 effected. Upon such Redemption Date, the Company shall redeem the particular
 Euro Preference Shares to be redeemed on that date subject to the provisions
 of this paragraph and of the Act. No defect in the Notice of Redemption or in
 the giving thereof shall affect the validity of the redemption proceedings; 


	
 

	
 

	
 


	
 

	
(v)

	
payments in
 respect of the amount due on redemption of a Euro Preference Share shall be
 made by euro cheque drawn on a bank in a member state of the European Union
 (or such other country participating in European Monetary Union from time to
 time) or upon the request of the holder or joint holders not later than the
 date specified for the purpose in the Notice of Redemption by transfer to a
 euro account maintained by the payee with a bank in a member state of the
 European Union (or such other country participating in European Monetary
 Union from time to time) or by such other method as the Board may 


	
 

	
 

	
 





98






	
 

	
 

	
 


	
 

	
 

	
determine.
 Such payment will be made against presentation and surrender of the relative
 certificate at the place or one of the places specified in the Notice of
 Redemption or against such other evidence as may be accepted by the Board.
 All payments in respect of redemption moneys will in all respects be subject
 to any applicable fiscal or other laws;


	
 

	
 

	
 


	
 

	
(vi)

	
as from the
 relevant Redemption Date the dividend on the Euro Preference Shares due for
 redemption shall cease to accrue except on any such Euro Preference Shares in
 respect of which, upon due surrender of the certificate or other evidence
 aforesaid, payment of the redemption moneys due on such Redemption Date shall
 be improperly withheld or refused, in which case such dividend, at the rate
 then applicable, shall be deemed to have continued and shall accordingly
 continue to accrue from the relevant Redemption Date to the date of payment
 of such redemption moneys. Such Euro Preference Shares shall not be treated
 as having been redeemed until the redemption moneys in question together with
 the accrued dividend thereon shall have been paid; 


	
 

	
 

	
 


	
 

	
(vii)

	
if the due
 date for the payment of the redemption moneys on any Euro Preference Share is
 not a day on which the Trans-European Automated Real-Time Gross Settlement
 Express Transfer (TARGET) System (or any successor system) is open (a “Euro
 Business Day”), then payment of such moneys will be made on the next
 succeeding day which is a Euro Business Day and without any interest or other
 payment in respect of such delay; and 


	
 

	
 

	
 


	
 

	
(viii)

	
the receipt
 of the holder for the time being of any Euro Preference Shares (or, in the
 case of joint registered holders, the receipt of any one of them) for the
 moneys payable on redemption thereof 





99






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
shall
 constitute an absolute discharge to the Company in respect thereof.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
Upon the
 redemption or purchase of any Euro Preference Shares the Board shall have
 power without any further resolution or consent to convert the authorised but
 unissued Euro Preference Shares existing as a result of such redemption or
 purchase into shares of any other class of share capital into which the
 authorised share capital of the Company is or may be divided of the same
 nominal amount in euro as the Euro Preference Shares or into unclassified
 shares of the same nominal amount in euro as the Euro Preference Shares.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
Any Euro
 Preference Shares redeemed pursuant to this paragraph (5) shall be cancelled
 on redemption.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Purchase 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
(6)

	
 

	
Subject to
 the provisions of the Act, the Company may at any time purchase any Euro
 Preference Shares (i) in the market, (ii) by tender (available alike to all
 holders of the same class of Euro Preference Shares) or (iii) by private
 treaty, in each case upon such terms as the Board shall determine.


	
 

	
 

	
 

	
 

	
 


	
 

	
Consolidation and division


	
 

	
 

	
 


	
 

	
(7)

	
 

	
Pursuant to
 the authority given by the passing of the resolution adopting this Article
 the Board may consolidate and divide and/or sub-divide any Euro Preference
 Shares into shares of a larger or smaller amount.


	
 

	
 

	
 

	
 

	
 


	
 

	
Attendance and voting at general meetings 


	
 

	
 

	
 


	
 

	
(8)

	
(a)

	
Save as
 provided by its terms of issue, no Euro Preference Share shall carry any right
 to attend or vote at general meetings of the Company.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
If so
 determined by the Board prior to allotment thereof, holders of Euro
 Preference Shares of any series shall have the right to attend and vote at
 general meetings of the Company in the following circumstances:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
if any
 dividend on any Euro Preference Shares of that series in respect of such
 period as the Board shall determine prior to allotment thereof





100






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
is not paid
 in full, the right to attend and vote at general meetings of the Company
 until such time as dividends on those Euro Preference Shares in respect of
 such period as the Board shall determine prior to allotment thereof shall
 have been paid in full (or a sum shall have been paid or set aside to provide
 for such payment in full);


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
in such
 other circumstances, and upon and subject to such terms, as the Board may
 determine prior to allotment of such Euro Preference Shares.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
Whenever
 holders of Euro Preference Shares are entitled to vote on a resolution at a
 general meeting, on a show of hands every such holder who is present in
 person shall have one vote and on a poll every such holder who is present in
 person or by proxy shall have one vote per Euro Preference Share held by him
 or such number of votes per share as the Board shall determine prior to
 allotment of such share.


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
Holders of
 Euro Preference Shares having a registered address or address for
 correspondence within the United Kingdom shall have the right to have sent to
 them (at the same time as the same are sent to the holders of Ordinary
 Shares) all notices of general meetings of the Company and a copy of every
 circular or other like document sent out by the Company to the holders of
 Ordinary Shares.


	
 

	
 

	
 

	
 


	
 

	
Further preference shares


	
 

	
 

	
 

	
 

	
 


	
 

	
(9)

	
 

	
The special
 rights attached to any Euro Preference Shares of any series allotted or in
 issue shall not (unless otherwise provided by their terms of issue) be deemed
 to be varied by the creation or issue of any other preference shares or
 further shares in any currency (“new shares”) ranking as regards
 participation in the profits and assets of the Company pari passu with such
 Euro Preference Shares and so that any new shares ranking pari passu with
 such Euro Preference Shares may either carry rights and restrictions
 identical in all respects with such Euro Preference Shares or any of them or
 rights and restrictions differing therefrom in any respect including but
 without prejudice to the generality of the foregoing in that:





101






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
the rate of
 and/or basis of calculation of dividend may differ and the dividend may be
 cumulative or noncumulative;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
the new
 shares or any series thereof may rank for dividend as from such date as may
 be provided by the terms of issue thereof and the dates of payment of
 dividend may differ;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
a premium
 may be payable on return of capital or there may be no such premium;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
the new
 shares may be redeemable at the option of the holder or of the Company, or
 may be non-redeemable, and if redeemable at the option of the Company they
 may be redeemable at different dates and on different terms from those
 applying to the Euro Preference Shares; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(e)

	
the new
 shares may be convertible into Ordinary Shares or any other class of shares
 ranking as regards participation in the profits and assets of the Company
 pari passu with or after such Euro Preference Shares in each case on such
 terms and conditions as may be prescribed by the terms of issue thereof.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Variation of class rights


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(10)

	
(a)

	
Subject to
 the provisions of the Act:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(i)

	
all or any
 of the rights, preferences, privileges, limitations or restrictions for the
 time being attached to the Euro Preference Shares may from time to time
 (whether or not the Company is being wound up) be varied or abrogated with
 the consent in writing of the holders of not less than three-quarters in
 nominal value of the Euro Preference Shares of all series in issue or with
 the sanction of an extraordinary resolution passed at a separate general
 meeting of the holders of the Euro Preference Shares, voting as a single
 class without regard for series; and


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(ii)

	
all or any
 of the rights, preferences, privileges, limitations or restrictions for the
 time being attached to Euro Preference Shares of any series may be





102






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
varied or
 abrogated so as to affect adversely such rights on a basis different from any
 other series of Euro Preference Shares with the consent in writing of the holders
 of not less than three-quarters in nominal value of the Euro Preference
 Shares of such series or with the sanction of an extraordinary resolution
 passed at a separate general meeting of the holders of Euro Preference Shares
 of such series.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
All the
 provisions of these Articles as to general meetings of the Company shall
 mutatis mutandis apply to any such separate general meeting, but so that the
 necessary quorum shall be two persons holding or representing by proxy at
 least one-third in nominal value of the issued shares of the class, that
 every holder of shares of the class shall be entitled on a poll to one vote
 for every share of the class held by him, that any holder of shares of the
 class present in person or by proxy may demand a poll and that at any
 adjourned meeting of the holders one holder present in person or by proxy
 (whatever the number of shares held by him) shall be a quorum.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
Unless
 otherwise provided by its terms of issue, the rights attached to any Euro
 Preference Share shall not be deemed to be varied or abrogated by a reduction
 of any share capital or purchase by the Company or redemption of any share
 capital in each case ranking as regards participation in the profits and
 assets of the Company in priority to or pari passu with or after such Euro
 Preference Share.”; and








	
 

	
 

	
 


	
 

	
(iv)

	
by the
 re-numbering of the existing Article 5A (Rights of the Non-voting Deferred
 Shares) as Article 5C. 


	
 

	
 

	
 


	
ORDINARY RESOLUTION


	
 


	
5

	
THAT the
 Directors be and they are hereby generally and unconditionally authorized
 pursuant to and for the purposes of section 80 of the Companies Act 1985 to
 exercise all the powers of the Company to allot relevant securities (within
 the meaning of that section) up to an aggregate nominal amount of US$848,847,000
 and either £500,000,000 (in the form of non-cumulative Sterling Preference
 Shares of £1 each) or, conditional upon the passing of Resolution 4 set out
 in the Notice of this Meeting of which this Resolution forms part (“the
 Condition”), £100,000, US$100,000 and €100,000 (in each such case in the form
 of 10,000,000 non-cumulative preference shares) provided that this authority
 shall be limited so that, otherwise than pursuant to: 





103






	
 

	
 

	
 

	
 


	
 

	
(a)

	
a rights
 issue or other issue the subject of an offer or invitation, open for
 acceptance for a period fixed by the Directors, to: 


	
 

	
 

	
 


	
 

	
 

	
(i)

	
Ordinary
 Shareholders where the relevant securities respectively attributable to the
 interests of all Ordinary Shareholders are proportionate (or as nearly as may
 be) to the respective number of Ordinary Shares held by them; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
holders of
 securities, bonds, debentures or warrants which, in accordance with the
 rights attaching thereto, are entitled to participate in such a rights issue
 or other issue, but subject to such exclusions or other arrangements as the
 Directors may deem necessary or expedient in relation to fractional
 entitlements or securities represented by depositary receipts or having
 regard to any restrictions, obligations or legal problems under the laws of
 or the requirements of any regulatory body or stock exchange in any territory
 or otherwise howsoever; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
the terms of
 any share scheme for employees of the Company or any of its subsidiary
 undertakings; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
any scrip
 dividend scheme or similar arrangements implemented in accordance with the
 Articles of Association of the Company; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
the
 allotment of up to 500,000,000 non-cumulative Sterling Preference Shares of
 £1 each in the capital of the Company or, if the Condition is satisfied, the
 allotment of up to 10,000,000 non-cumulative preference shares of £0.01 each,
 10,000,000 non-cumulative preference shares of US$0.01 each and 10,000,000
 non-cumulative preference shares of €0.01 each in the capital of the Company,
 


	
 

	
 

	
 

	
 


	
 

	
 

	
the nominal
 amount of relevant securities to be allotted by the Directors pursuant to
 this authority wholly for cash shall not in aggregate exceed US$212,211,750
 (being equal to approximately 5 per cent of the nominal amount of Ordinary
 Shares of the Company in issue at the date of the Notice of this Meeting) and
 such authority shall expire at the conclusion of the Annual General Meeting
 of the Company to be held in 2001 save that this authority shall allow the
 Company before the expiry of this authority to make offers or agreements
 which would or might require relevant securities to be allotted after such
 expiry and the Directors may allot relevant securities in pursuance of such
 offers or agreements as if the authority conferred hereby had not expired. 


	
 

	
 

	
 


	
SPECIAL RESOLUTION


	
 

	
 


	
6

	
THAT,
 subject to the passing of Resolution 5 set out in the Notice convening this
 Meeting, the Directors be and they are hereby empowered, pursuant to section
 95 of the Companies Act 1985 (“the Act”) to allot equity securities (as
 defined by section 94of the Act) pursuant to the authority conferred by
 Resolution 5 as if section 89(1) of the Act did not apply to any such
 allotment, provided that this power shall expire at the conclusion of the
 Annual General Meeting of the Company to be held in 2001 save that this power
 shall enable the Company before the expiry of this power to make offers or agreements
 which would or might require equity securities to be





104






	
 

	
 

	
 


	
 

	
allotted
 after such expiry and the Directors may allot equity securities in pursuance
 of such offers or agreements as if the power conferred hereby had not
 expired. 


	
 

	
 


	
ORDINARY RESOLUTIONS


	
 


	
7

	
THAT the
 Company be and is generally and unconditionally authorised to make market
 purchases (within the meaning of section 163 of the Companies Act 1985) of
 Ordinary Shares of US$0.50 each in the capital of the Company (“Ordinary
 Shares”) and the Directors are authorised to exercise such authority provided
 that: 


	
 

	
 


	
 

	
(a)

	
the maximum
 number of Ordinary Shares hereby authorised to be purchased is 848,847,000
 Ordinary Shares; 


	
 

	
 

	
 


	
 

	
(b)

	
the minimum
 price (exclusive of expenses) which may be paid for each Ordinary Share is
 US$0.50 (or the equivalent in the relevant currency in which the purchase is
 effected calculated by reference to the spot rate of exchange for the
 purchase of United States dollars with such other currency as quoted by HSBC
 Bank plc in the London Foreign Exchange Market at or about 11.00 am (London
 time) on the business day (being a day on which banks are ordinarily open for
 the transaction of normal banking business in London) prior to the date on
 which the Ordinary Share is contracted to be purchased, in each case such
 rate to be the rate as conclusively certified by an officer of HSBC Bank
 plc); 


	
 

	
 

	
 


	
 

	
(c)

	
the maximum
 price (exclusive of expenses) which may be paid for each Ordinary Share is
 the lower of (i) 105 per cent of the average of the middle market quotations
 for the Ordinary Shares (as derived from the Daily Official List of the
 London Stock Exchange Limited) for the five dealing days immediately
 preceding the day on which the Ordinary Share is contracted to be purchased
 or (ii) 105 per cent of the average of the closing prices of Ordinary Shares
 on The Stock Exchange of Hong Kong Limited for the five dealing days
 immediately preceding the day on which the Ordinary Share is contracted to be
 purchased, in each case converted (where relevant) into the relevant currency
 in which the purchase is effected calculated by reference to the spot rate of
 exchange for the purchase of such currency with the currency in which the
 quotation and/or price is given as quoted by HSBC Bank plc in the London
 Foreign Exchange Market at or about 11.00 am (London time) on the business
 day prior to the date on which the Ordinary Share is contracted to be
 purchased, in each case such rate to be the rate as conclusively certified by
 an officer of HSBC Bank plc; 


	
 

	
 

	
 


	
 

	
(d)

	
unless
 previously revoked or varied this authority shall expire at the conclusion of
 the Annual General Meeting of the Company to be held in 2001; and


	
 

	
 

	
 


	
 

	
(e)

	
the Company
 may prior to the expiry of this authority make a contract to purchase
 Ordinary Shares under this authority which will or may be executed wholly or
 partly after such expiry and may make a purchase of Ordinary Shares pursuant
 to any such contract. 





105






	
 

	
 

	
 


	
8

	
THAT the
 amended rules of the HSBC Holdings Savings-Related Share Option Plan (“SAYE
 Plan”) (the main features of which are summarised in Appendix II to the
 Chairman’s letter to Shareholders dated 19 April 2000 and a copy of which has
 been signed for the purposes of identification by the Chairman of the Meeting)
 including the deferral of the final date on which options may be granted
 under the SAYE Plan to 26 May 2010 are hereby approved and that the Directors
 are hereby authorised to do whatever may be necessary or expedient to carry
 the amended SAYE Plan into effect including making such changes as may be
 necessary to secure the approval of the Inland Revenue under Schedule 9 to
 the Income and Corporation Taxes Act 1988. 


	
 

	
 


	
9

	
THAT the
 amended rules of the HSBC Holdings Savings-Related Share Option Plan: Overseas
 Section (“Overseas SAYE Plan”) (the main features of which are summarised in
 Appendix II to the Chairman’s letter to Shareholders dated 19 April 2000 and
 a copy of which has been signed for the purposes of identification by the
 Chairman of the Meeting) including the deferral of the final date on which
 options may be granted under the Overseas SAYE Plan to 26 May 2010 are hereby
 approved and that the Directors are hereby authorised to do whatever may be
 necessary or expedient to carry the amended Overseas SAYE Plan into effect. 


	
 

	
 


	
10

	
THAT the
 HSBC Holdings UK All-Employee Share Ownership Plan (“the UK AESOP”) (the main
 features of which are summarised in Appendix II to the Chairman’s letter to
 Shareholders dated 19 April 2000 and the draft rules of which have been
 signed for the purposes of identification by the Chairman of the Meeting) is
 hereby approved and that the Directors are hereby authorised to do whatever
 may be necessary or expedient to carry the UK AESOP into effect including
 making such amendments to the draft rules as they consider necessary to take
 account of the relevant provisions of the Finance Act 2000 when enacted and
 to obtain Inland Revenue approval of the UK AESOP. 


	
 

	
 


	
11

	
THAT the
 Directors be and are hereby authorised to establish for the benefit of non-
 United Kingdom resident employees of the Company or of any of its direct or
 indirect subsidiaries such further all-employee share ownership plans as the
 Directors shall from time to time consider appropriate, provided that: 


	
 

	
 


	
 

	
(a)

	
any such
 further plans are based on or similar to the HSBC Holdings UK All- Employee
 Share Ownership Plan or any part or parts thereof but with such variations as
 the Directors may consider necessary or desirable taking into account local
 tax, exchange control and securities laws in relevant overseas countries or
 territories; and 


	
 

	
 

	
 


	
 

	
(b)

	
where
 Ordinary Shares made available under such further plans are newly issued such
 Shares shall be counted against the overall limits applicable to the
 Company’s employee share plans, 


	
 

	
 

	
 


	
 

	
and in any
 event this authority shall extend to establishing, for the benefit of
 French-resident employees of the Company or of any of its direct or indirect
 subsidiaries, one or more plans d’épargne d’entreprise or similar plans on
 such terms as the Directors shall consider appropriate in accordance with
 French law and practice and shall also extend to making Ordinary Shares
 available under such plan or plans, and so that for this purpose establishing
 a plan also includes participating in a plan established or operated by any
 direct or indirect subsidiary, or establishing or participating in a 





106






	
 

	
 


	
 

	
subplan or
 adopting such other method or approach as the Directors consider appropriate
 to achieve the relevant objectives. 


	
 

	
 


	
12

	
THAT the
 HSBC Holdings Group Share Option Plan (“the New Option Plan”) (the main
 features of which are summarised in Appendix II to the Chairman’s letter to
 Shareholders dated 19 April 2000 and the draft rules of which have been
 signed for the purposes of identification by the Chairman of the Meeting) is
 hereby approved and that the Directors are hereby authorised to do whatever
 may be necessary or expedient to carry the New Option Plan into effect
 including making such changes to Part A of the New Option Plan as may be
 necessary to secure the approval of the Inland Revenue under schedule 9 to
 the Income and Corporation Taxes Act 1988, and creating such schedules to or
 sub-plans (which are, or may be deemed for relevant purposes to be,
 independent plans) of the New Option Plan as they consider necessary or
 desirable for the benefit of non-United Kingdom resident employees of the
 Company or its subsidiaries, taking account of local tax, exchange control
 and securities laws in the relevant country or territory. 


	
 

	
 


	
13

	
THAT the
 HSBC Holdings Restricted Share Plan 2000 (the main features of which are
 summarised in Appendix II to the Chairman’s letter to Shareholders dated 19
 April 2000 and the draft rules of which have been signed for the purposes of
 identification by the Chairman of the Meeting) is hereby approved and that
 the Directors are hereby authorised to do whatever may be necessary or
 expedient to carry the HSBC Holdings Restricted Share Plan 2000 into effect
 and to create such schedules to or sub-plans (which are, or may be deemed for
 relevant purposes to be, independent plans) of the HSBC Holdings Restricted
 Share Plan 2000 as they consider necessary or desirable for the benefit of
 non-United Kingdom resident employees of the Company or its subsidiaries,
 taking account of local tax, exchange control and securities laws in the
 relevant country or territory. 


	
 

	
 


	
14

	
THAT
 pursuant to Article 104.1 of the Articles of Association of the Company with
 effect from 1 January 2000 the Directors (other than alternate Directors)
 shall be entitled to receive £35,000 per annum by way of fees for their
 services as Directors. 





J R H Bond

Chairman


107






	
 


	
No. 617987


	
 


	
THE COMPANIES ACTS 1985 AND 1989 


	
 


	



	
 


	
PUBLIC COMPANY LIMITED BY SHARES


	
 


	
RESOLUTIONS


	
 


	
of


	
 


	
HSBC Holdings plc


	
 


	



	
Passed 25 May 2001


	






          At
the Annual General Meeting of HSBC Holdings plc held at the Barbican Hall, Barbican
Centre, London EC2 on Friday, 25 May 2001, the following Resolutions were
passed:


SPECIAL RESOLUTION


	
 

	
 

	
 


	
4

	
THAT


	
 

	
 


	
 

	
(a)

	
the authorised share capital of the Company denominated in United
 States dollars be increased to US$7,500,100,000 by the creation of an
 additional 4,500,000,000 Ordinary Shares of US$0.50 each; and


	
 

	
 

	
 


	
 

	
(b)

	
the Articles of Association of the Company be and are hereby altered
 by the deletion of Article 4.1 and the substitution therefor of the
 following:


	
 

	
 

	
 


	
 

	
 

	
“4.1 The authorised share capital of the Company is US$7,500,100,000
 divided into 15,000,000,000 Ordinary Shares of US$0.50 each and 10,000,000
 Dollar Preference Shares of US$0.01 each, £401,500 divided into 10,000,000
 Sterling Preference Shares of £0.01 each and 301,500 Non-voting Deferred
 Shares of £1 each, and €100,000 divided into 10,000,000 Euro Preference
 Shares of €0.01 each.”


	
 

	
 

	
 


	
ORDINARY RESOLUTION


	
 


	
5

	
THAT the Directors be and they are hereby generally and
 unconditionally authorized pursuant to and for the purposes of section 80 of
 the Companies Act 1985 to exercise all the powers of the Company to allot
 relevant securities (within the meaning of that section) up to an aggregate
 nominal amount of £100,000, US$100,000 and €100,000 (in each such case in the
 form of 10,000,000 non-cumulative preference shares) and either
 US$615,075,000 or, conditional upon the passing of Resolution 4 set out in
 the Notice of this Meeting, US$926,985,000 (in either such case in the form
 of Ordinary Shares of US$0.50 each) provided that this authority shall be
 limited so that, otherwise than pursuant to: 


	
 

	
 


	
 

	
(a)

	
a rights issue or other issue the subject of an offer or invitation,
 open for acceptance for a period fixed by the Directors, to:





108







	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
Ordinary Shareholders where the relevant securities respectively
 attributable to the interests of all Ordinary Shareholders are proportionate
 (or as nearly as may be) to the respective number of Ordinary Shares held by
 them; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
holders of securities, bonds, debentures or warrants which, in
 accordance with the rights attaching thereto, are entitled to participate in
 such a rights issue or other issue, but subject to such exclusions or other
 arrangements as the Directors may deem necessary or expedient in relation to
 fractional entitlements or securities represented by depositary receipts or
 having regard to any restrictions, obligations or legal problems under the
 laws of or the requirements of any regulatory body or stock exchange in any
 territory or otherwise howsoever; or 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
the terms of any share plan for employees of the Company or any of
 its subsidiary undertakings; or


	
 

	
 

	
 

	
 


	
 

	
(c)

	
any scrip dividend scheme or similar arrangements implemented in
 accordance with the Articles of Association of the Company; or


	
 

	
 

	
 

	
 


	
 

	
(d)

	
he allotment of up to 10,000,000 non-cumulative preference shares of
 £0.01 each, 10,000,000 non-cumulative preference shares of US$0.01 each and
 10,000,000 non-cumulative preference shares of €0.01 each in the capital of
 the Company, 


	
 

	
 

	
 

	
 


	
 

	
the nominal amount of relevant securities to be allotted by the
 Directors pursuant to this authority wholly for cash shall not in aggregate
 exceed US$231,746,250 (being equal to approximately 5 per cent of the nominal
 amount of Ordinary Shares of the Company in issue at the date of the Notice
 of this Meeting) and such authority shall expire at the conclusion of the
 Annual General Meeting of the Company to be held in 2002 save that this
 authority shall allow the Company before the expiry of this authority to make
 offers or agreements which would or might require relevant securities to be
 allotted after such expiry and the Directors may allot relevant securities in
 pursuance of such offers or agreements as if the authority conferred hereby
 had not expired.


	
 

	
 

	
 

	
 


	
SPECIAL RESOLUTION


	
 


	
6

	
THAT, subject to the passing of Resolution 5 set out in the Notice of
 this Meeting, the Directors be and they are hereby empowered pursuant to
 section 95 of the Companies Act 1985 (“the Act”) to allot equity securities
 (as defined by section 94 of the Act) pursuant to the authority conferred by
 Resolution 5 as if section 89(1) of the Act did not apply to any such
 allotment, provided that this power shall expire at the conclusion of the
 Annual General Meeting of the Company to be held in 2002 save that this power
 shall enable the Company before the expiry of this power to make offers or
 agreements which would or might require equity securities to be allotted
 after such expiry and the Directors may allot equity securities in pursuance
 of such offers or agreements as if the power conferred hereby had not
 expired.


	
 

	
 

	
 

	
 


	
ORDINARY RESOLUTION





109







	
 

	
 

	
 


	
7

	
THAT the Company be and is generally and unconditionally authorised
 to make market purchases (within the meaning of section 163 of the Companies
 Act 1985) of Ordinary Shares of US$0.50 each in the capital of the Company
 (“Ordinary Shares”) and the Directors are authorised to exercise such
 authority provided that: 


	
 

	
 


	
 

	
(a)

	
the maximum number of Ordinary Shares hereby authorised to be
 purchased is 926,985,000 Ordinary Shares;


	
 

	
 

	
 


	
 

	
(b)

	
the minimum price (exclusive of expenses) which may be paid for each
 Ordinary Share is US$0.50 (or the equivalent in the relevant currency in
 which the purchase is effected calculated by reference to the spot rate of exchange
 for the purchase of United States dollars with such other currency as quoted
 by HSBC Bank plc in the London Foreign Exchange Market at or about 11.00 am
 (London time) on the business day (being a day on which banks are ordinarily
 open for the transaction of normal banking business in London) prior to the
 date on which the Ordinary Share is contracted to be purchased, in each case
 such rate to be the rate as conclusively certified by an officer of HSBC Bank
 plc);


	
 

	
 

	
 


	
 

	
(c)

	
the maximum price (exclusive of expenses) which may be paid for each
 Ordinary Share is the lower of (i) 105 per cent of the average of the middle
 market quotations for the Ordinary Shares (as derived from the Daily Official
 List of the London Stock Exchange plc) for the five dealing days immediately
 preceding the day on which the Ordinary Share is contracted to be purchased
 or (ii) 105 per cent of the average of the closing prices of Ordinary Shares
 on The Stock Exchange of Hong Kong Limited for the five dealing days
 immediately preceding the day on which the Ordinary Share is contracted to be
 purchased, in each case converted (where relevant) into the relevant currency
 in which the purchase is effected calculated by reference to the spot rate of
 exchange for the purchase of such currency with the currency in which the
 quotation and/or price is given as quoted by HSBC Bank plc in the London
 Foreign Exchange Market at or about 11.00 am (London time) on the business
 day prior to the date on which the Ordinary Share is contracted to be purchased,
 in each case such rate to be the rate as conclusively certified by an officer
 of HSBC Bank plc;


	
 

	
 

	
 


	
 

	
(d)

	
unless previously revoked or varied this authority shall expire at
 the conclusion of the Annual General Meeting of the Company to be held in
 2002; and


	
 

	
 

	
 


	
 

	
(e)

	
the Company may prior to the expiry of this authority make a contract
 to purchase Ordinary Shares under this authority which will or may be
 executed wholly or partly after such expiry and may make a purchase of
 Ordinary Shares pursuant to any such contract.


	
 

	
 

	
 


	
SPECIAL RESOLUTION


	
 


	
8

	
THAT the
 Articles of Association of the Company be and are hereby altered as follows:





110







	
 

	
 

	
 


	
(a)

	
by inserting
 after the expression “Act” in Article 2.1 the following new expression:


	
 

	
 

	
 


	
 

	
“address

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


	
 

	
 

	
 


	
(b)

	
by inserting
 after the expression “clear days” in Article 2.1 the following new
 expression:


	
 

	
 

	
 


	
 

	
“communication

	
has the
 meaning given to it in the Electronic Communications Act 2000”;


	
 

	
 

	
 


	
(c)

	
by inserting
 after the expression “Dollar Preference Share” in Article 2.1 the following
 new expression:


	
 

	
 

	
 


	
 

	
“electronic
 communication

	
has the meaning given to it in the Electronic Communications Act 2000
 and “electronic communications” shall be construed accordingly”;


	
 

	
 

	
 


	
(d)

	
by deleting from the meaning of the expression “The Stock Exchange”
 in Article 2.1 the word “Limited” and substituting therefor the word “plc”; 


	
 

	
 


	
(e)

	
by adding at the end of the meaning of the expression “writing or
 written” in Article 2.1 the following words “and, if the Board shall in its
 absolute discretion determine for any purpose or purposes under these
 Articles, subject to such terms and conditions as the Board may determine,
 electronic communications”;


	
 

	
 


	
(f)

	
by deleting in Article 56.1 the word “instrument” and substituting
 therefor the word “appointment”;


	
 

	
 


	
(g)

	
by deleting the final sentence of Article 71.3 and substituting
 therefor the following:


	
 

	
 


	
 

	
“Evidence to the satisfaction of the Board of the authority of the
 person claiming to exercise the right to vote shall be deposited at the
 Office, or deposited or received at such other place or address as is
 specified in accordance with these Articles for the deposit or receipt of
 appointments of proxy, not less than 48 hours before the time appointed for
 holding the meeting or adjourned meeting at which the right to vote is to be
 exercised, and in default the right to vote shall not be exercisable.”;


	
 

	
 


	
(h)

	
by deleting in Article 74.1 the words “Deposit of an instrument of”
 in the second line and substituting therefor the words “The appointment of
 a”;


	
 

	
 


	
 

	
(i)          
 In Article 75.1:

	
 





111







	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
by deleting the words “instrument appointing” in the first line and
 substituting therefor the words “appointment of”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
by deleting
 Article 75.1(a) and substituting therefor the following:


	
 

	
 

	
 

	
 


	
 

	
 

	
“be in writing and, if the Board in its absolute discretion
 determines, may be contained in an electronic communication, in any such case
 in any common form or in such other form as the Board may approve and: (i) if
 in writing but not contained in an electronic communication, under the hand
 of the appointor or of his attorney duly authorised in writing or, if the
 appointor is a corporation, under its common seal or under the hand of some
 officer or attorney duly authorised in that behalf; or (ii) in the case of an
 appointment contained in an electronic communication, submitted by or on
 behalf of the appointor, subject to such terms and conditions and
 authenticated in such manner as the Board may in its absolute discretion
 determine;”;


	
 

	
 

	
 


	
(j)

	
by altering the title of Article 76 to “Deposit or receipt of proxy”
 and making the following alterations to Article 76.1:


	
 

	
 


	
 

	
(i)

	
deleting the
 words “instrument appointing” in the first line and substituting therefor the
 words “appointment of”;


	
 

	
 

	
 

	
 


	
 

	
(ii)

	
in Article
 76.1(a):


	
 

	
 

	
 

	
 


	
 

	
 

	
(A)

	
adding the
 following words at the beginning of that Article:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“in the case of an instrument in writing (including, whether or not
 the appointment of proxy is contained in an electronic communication, any
 such power of attorney or other authority),”;


	
 

	
 

	
 

	
 


	
 

	
 

	
(B)

	
deleting the
 word “instrument” in the fifth line and substituting therefor the word
 “appointment”;


	
 

	
 

	
 

	
 


	
 

	
(iii)

	
inserting
 after Article 76.1(a) the following new Article 76.1(aa):


	
 

	
 

	
“(aa) in the case of an appointment contained in an electronic
 communication, where an address has been specified for the purpose of receiving
 communications:


	
 

	
 

	
 

	
 


	
 

	
 

	
(A)

	
in the
 notice convening the meeting; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(B)

	
in any
 instrument of proxy sent out by the Company in relation to the meeting; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(C)

	
in any invitation contained in an electronic communication to appoint
 a proxy issued by the Company in relation to the meeting,





112







	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
be received at such address not less than 48 hours before the time
 for holding the meeting or adjourned meeting at which the person named in the
 appointment proposes to vote; or”;


	
 

	
 

	
 

	
 


	
 

	
(iv)

	
adding in
 Article 76.1(b) the words “or received” after the word “deposited”;


	
 

	
 

	
 

	
 


	
 

	
(v)

	
deleting the
 existing text after Article 76.1(c) and substituting therefore the following:


	
 

	
 

	
 

	
 


	
 

	
 

	
“and an appointment of proxy not deposited, delivered or received in
 a manner so permitted shall be invalid. No appointment of proxy shall be
 valid after the expiry of 12 months from the date named in it as the date of
 its execution or the date of its submission, except at an adjourned meeting
 or on a poll demanded at a meeting or an adjourned meeting in cases where the
 meeting was originally held within 12 months from such date.”;


	
 

	
 

	
 

	
 


	
(k)

	
by deleting
 Article 77.1 and substituting therefor the following:


	
 

	
 

	
 


	
 

	
“A member may appoint more than one proxy to attend on the same
 occasion. When two or more valid but differing appointments of proxy are
 delivered or received in respect of the same share for use at the same
 meeting and in respect of the same matter, the one which is last validly
 delivered or received (regardless of its date or of the date of its execution
 or submission) shall be treated as replacing and revoking the other or others
 as regards that share. If the Company is unable to determine which
 appointment was last validly delivered or received, none of them shall be
 treated as valid in respect of that share.”;


	
 

	
 


	
(l)

	
in Article
 78.1, by deleting the first sentence and substituting therefor the following:


	
 

	
 


	
 

	
“The Board may at the expense of the Company send or make available,
 by post, electronic communication or otherwise, appointments of proxy
 (replypaid or otherwise) to members for use at any general meeting(s) or at
 any separate meeting(s) of the holders of any class of shares, either in
 blank or nominating in the alternative any one or more of the Directors or
 any other persons.”;


	
 

	
 


	
(m)

	
by deleting
 Article 79.1 and substituting therefor the following:


	
 

	
 


	
 

	
“A vote given or poll demanded in accordance with the terms of an
 appointment of proxy shall be valid notwithstanding the death or mental
 disorder of the principal or the revocation of the appointment of proxy, or
 of the authority under which the appointment of proxy was executed or
 submitted, or the transfer of the share in respect of which the appointment
 of proxy is given, unless notice in writing of such death, mental disorder,
 revocation or transfer shall have been received by the Company at the Office,
 or at such other place or places or address as has or have been appointed for
 





113







	
 

	
 

	
 


	
 

	
the deposit or receipt of appointments of proxy, at least 48 hours
 before the commencement of the meeting or adjourned meeting or the taking of
 the poll at which the appointment of proxy is used.”;


	
 

	
 

	
 


	
(n)

	
by adding
 the following new Article 91.2:


	
 

	
 

	
 


	
 

	
“91.2 In addition to the Directors required to retire by rotation
 under Article 91.1, there shall also be required to retire by rotation any
 Director who at an annual general meeting of the Company shall have been a
 Director at each of the preceding two annual general meetings of the Company
 and who was not elected or re-elected at either such annual general meeting
 and who has not otherwise ceased to be a Director (either by resignation,
 retirement, removal or otherwise) and been re-elected d by general meeting of
 the Company at or since either such annual general meeting.”;


	
 

	
 


	
(o)

	
by altering
 the title of Article 159 to “Form of Notices” and making the following
 alterations to Article 159:


	
 

	
 


	
 

	
(i)

	
deleting the
 first sentence of Article 159.1 and substituting therefor the following:


	
 

	
 

	
 


	
 

	
 

	
“Notwithstanding anything to the contrary in these Articles, any
 notice or document to be given, sent, issued, deposited, served or delivered
 (or the equivalent) to or by any person pursuant to these Articles (other
 than a notice calling a meeting of the Directors) shall be in writing and, if
 the Board in its absolute discretion considers appropriate for any purpose or
 purposes under these Articles, any such notice or document shall be deemed
 given, sent, issued, deposited, served or delivered (or the equivalent) where
 it is sent using electronic communications to an address for the time being
 notified for that purpose to the person giving the notice, but subject always
 to the provisions of Article 162. In the case of notices or other documents
 sent by means of electronic communication the Board may make this subject to
 such terms and conditions as it shall in its absolute discretion consider
 appropriate.”;


	
 

	
 

	
 


	
 

	
(ii)

	
adding the
 following new Article 159.2:


	
 

	
 

	
 


	
 

	
 

	
“159.2 For the purposes of Article 159.1, notices or documents shall
 be treated as being sent using electronic communications by the Company to a
 person where (i) the Company and that person have agreed to his having access
 to the notice or document on a web site (instead of such notice or document
 being sent to him) (ii) the notice or document (as the case may be) is a
 notice or document to which that agreement applies and (iii) a notice is sent
 to the person, in a manner for the time being agreed for that purpose between
 him and the Company, of (a) the publication of that notice or document on the
 web site (b) the address of the web site and (c) the place on that web site
 where the notice or document may be accessed, and how it may be accessed, and
 in any such case the notification referred to above shall be treated as the
 relevant notice for the purposes of these Articles.”;





114







	
 

	
 


	
(p)

	
by adding in Article 160.1 after the words “that address” in the
 third line the words “or, in the circumstances referred to in Article 159, by
 sending it using electronic communications to an address for the time being
 notified to the Company by the member”;


	
 

	
 


	
(q)

	
by deleting
 Article 160.3 and substituting therefor the following:


	
 

	
 


	
 

	
“Where a member (or, in the case of joint holders, the person first
 named in the Register) has a registered address outside Hong Kong or the
 United Kingdom but has notified the Company of an address within Hong Kong or
 the United Kingdom at which notices or other documents may be given to him
 or, if the Board in its absolute discretion permits, an address to which notices
 or documents may be sent using electronic communications, he shall be
 entitled to have notices or documents given or sent to him at that address
 but otherwise no such member shall be entitled to receive any notice or
 document from the Company. If on at least two consecutive occasions the
 Company has attempted to send notices or documents using electronic
 communications to an address for the time being notified to the Company by a
 member for that purpose but the Company is aware that there has been a
 failure of delivery of such notice or document in the manner described in
 Article 162.3, then the Company shall thereafter send notices or documents
 through the post to such member at his registered address or his address for
 the service of notices by post, in which case the provisions of the remainder
 of this Article shall apply. If on three consecutive occasions notices or
 documents have been sent through the post to any member at his registered
 address or his address for the service of notices but have been returned
 undelivered, such member shall not thereafter be entitled to receive notices
 or documents from the Company until he shall have communicated with the
 Company and supplied in writing a new registered address or address within
 Hong Kong or the United Kingdom for the service of notices or, if the Board
 in its absolute discretion permits, an address to which notices or documents
 may be sent using electronic communications.”;


	
 

	
 


	
(r)

	
by adding in Article 161.1 after the words “United Kingdom” in the
 sixth line the words “or to which notices may be sent using electronic
 communications”; and


	
 

	
 


	
(s)

	
by adding
 the following new Article 162.3:


	
 

	
 


	
 

	
“162.3 Any notice or other document addressed to a member shall, if
 sent using electronic communications, be deemed to have been served or
 delivered at the expiration of 24 hours after the time it was first sent. In
 proving such service or delivery it shall be conclusive to prove that the
 address used for the electronic communication was the address supplied for
 that purpose and the electronic communication was properly dispatched, unless
 the Company is aware that there has been a failure of delivery of such notice
 or document following at least 2 attempts in which case such notice or
 document shall be sent to the member at his registered address or address for
 service in Hong Kong or the United Kingdom provided that the date of deemed
 service or





115







	
 

	
 


	
 

	
delivery
 shall be 24 hours from the dispatch of the original electronic communication
 in accordance with this Article.”.





Sir John Bond

Chairman


116







No. 617987


	
 


	
THE COMPANIES ACTS 1985 AND 1989


	
 


	



	
 


	
PUBLIC COMPANY LIMITED BY SHARES


	
 


	
RESOLUTIONS


	
 


	
of


	
 


	
HSBC Holdings plc


	
 


	



	
 


	
Passed 31 May 2002


	
 


	







          At
the Annual General Meeting of HSBC Holdings plc held at the Barbican Hall,
Barbican Centre, London EC2 on Friday, 31 May 2002, the following Resolutions
were passed:


ORDINARY RESOLUTION


	
 

	
 

	
 

	
 


	
4

	
THAT the Directors be and they are hereby generally and
 unconditionally authorized pursuant to and for the purposes of section 80 of
 the Companies Act 1985 to exercise all the powers of the Company to allot
 relevant securities (within the meaning of that section) up to an aggregate
 nominal amount of £100,000, US$100,000 and €100,000 (in each such case in the
 form of 10,000,000 non-cumulative preference shares) and US$935,560,000 (in
 the form of Ordinary Shares of US$0.50 each) provided that this authority
 shall be limited so that, otherwise than pursuant to:


	
 

	
 


	
 

	
(a)

	
a rights issue or other issue the subject of an offer or invitation,
 open for acceptance for a period fixed by the Directors, to: 


	
 

	
 

	
 


	
 

	
 

	
(i)

	
Ordinary Shareholders where the relevant securities respectively
 attributable to the interests of all Ordinary Shareholders are proportionate
 (or as nearly as may be) to the respective number of Ordinary Shares held by
 them; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
holders of securities, bonds, debentures or warrants which, in
 accordance with the rights attaching thereto, are entitled to participate in
 such a rights issue or other issue, but subject to such exclusions or other
 arrangements as the Directors may deem necessary or expedient in relation to
 fractional entitlements or securities represented by 





117







	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
depositary receipts or having regard to any restrictions, obligations
 or legal problems under the laws of or the requirements of any regulatory
 body or stock exchange in any territory or otherwise howsoever; or


	
 

	
 

	
 

	
 


	
 

	
(b)

	
the terms of any share plan for employees of the Company or any of
 its subsidiary undertakings; or


	
 

	
 

	
 

	
 


	
 

	
(c)

	
any scrip dividend scheme or similar arrangements implemented in
 accordance with the Articles of Association of the Company; or


	
 

	
 

	
 

	
 


	
 

	
(d)

	
the allotment of up to 10,000,000 non-cumulative preference shares of
 £0.01 each, 10,000,000 non-cumulative preference shares of US$0.01 each and
 10,000,000 non-cumulative preference shares of €0.01 each in the capital of
 the Company,


	
 

	
 

	
 


	
 

	
the nominal amount of relevant securities to be allotted by the
 Directors pursuant to this authority wholly for cash shall not in aggregate
 exceed US$233,890,000 (being equal to approximately 5 per cent of the nominal
 amount of Ordinary Shares of the Company in issue at the date of the Notice
 of this Meeting) and such authority shall expire at the conclusion of the
 Annual General Meeting of the Company to be held in 2003 save that this
 authority shall allow the Company before the expiry of this authority to make
 offers or agreements which would or might require relevant securities to be
 allotted after such expiry and the Directors may allot relevant securities in
 pursuance of such offers or agreements as if the authority conferred hereby
 had not expired.


	
 

	
 


	
SPECIAL RESOLUTION


	
 


	
5

	
THAT, subject to the passing of Resolution 4 set out in the Notice of
 this Meeting, the Directors be and they are hereby empowered pursuant to section
 95 of the Companies Act 1985 (“the Act”) to allot equity securities (as
 defined by section 94 of the Act) pursuant to the authority conferred by
 Resolution 4 as if section 89(1) of the Act did not apply to any such
 allotment, provided that this power shall expire at the conclusion of the
 Annual General Meeting of the Company to be held in 2003 save that this power
 shall enable the Company before the expiry of this power to make offers or
 agreements which would or might require equity securities to be allotted
 after such expiry and the Directors may allot equity securities in pursuance
 of such offers or agreements as if the power conferred hereby had not
 expired.


	
 

	
 


	
ORDINARY RESOLUTIONS


	
 


	
6

	
THAT the Company be and is hereby generally and unconditionally
 authorised to make market purchases (within the meaning of section 163 of the
 Companies Act 1985) of Ordinary Shares of US$0.50 each in the capital of the
 Company (“Ordinary Shares”) and the Directors are authorised to exercise such
 authority provided that: 


	
 

	
 

	
 


	
 

	
(a)

	
the maximum number of Ordinary Shares hereby authorised to be
 purchased is 935,560,000 Ordinary Shares;





118







	
 

	
 

	
 


	
 

	
(b)

	
the minimum price (exclusive of expenses) which may be paid for each
 Ordinary Share is US$0.50 (or the equivalent in the relevant currency in
 which the purchase is effected calculated by reference to the spot rate of
 exchange for the purchase of United States dollars with such other currency
 as quoted by HSBC Bank plc in the London Foreign Exchange Market at or about
 11.00 am (London time) on the business day (being a day on which banks are
 ordinarily open for the transaction of normal banking business in London)
 prior to the date on which the Ordinary Share is contracted to be purchased,
 in each case such rate to be the rate as conclusively certified by an officer
 of HSBC Bank plc);


	
 

	
 

	



	
 

	
(c)

	
the maximum price (exclusive of expenses) which may be paid for each
 Ordinary Share is the lower of (i) 105 per cent of the average of the middle
 market quotations for the Ordinary Shares (as derived from the Daily Official
 List of the London Stock Exchange plc) for the five dealing days immediately
 preceding the day on which the Ordinary Share is contracted to be purchased
 or (ii) 105 per cent of the average of the closing prices of Ordinary Shares
 on The Stock Exchange of Hong Kong Limited for the five dealing days
 immediately preceding the day on which the Ordinary Share is contracted to be
 purchased, in each case converted (where relevant) into the relevant currency
 in which the purchase is effected calculated by reference to the spot rate of
 exchange for the purchase of such currency with the currency in which the
 quotation and/or price is given as quoted by HSBC Bank plc in the London
 Foreign Exchange Market at or about 11.00 am (London time) on the business
 day prior to the date on which the Ordinary Share is contracted to be
 purchased, in each case such rate to be the rate as conclusively certified by
 an officer of HSBC Bank plc;


	
 

	
 

	
 


	
 

	
(d)

	
unless previously revoked or varied this authority shall expire at
 the conclusion of the Annual General Meeting of the Company to be held in
 2003; and


	
 

	
 

	
 


	
 

	
(e)

	
the Company may prior to the expiry of this authority make a contract
 to purchase Ordinary Shares under this authority which will or may be
 executed wholly or partly after such expiry and may make a purchase of
 Ordinary Shares pursuant to any such contract.


	
 

	
 

	
 


	
7

	
THAT the Directors be and are hereby empowered:


	
 

	
 


	
 

	
(a)

	
to exercise the power conferred upon them by Article 151 of the
 Articles of Association of the Company in respect of all or part of any
 dividend payable in respect of any financial period of the Company ending on
 or before 31 December 2006;


	
 

	
 

	
 


	
 

	
(b)

	
to capitalise from time to time the appropriate nominal amount or amounts
 of new shares of the Company falling to be allotted pursuant to elections
 made under the Company’s scrip dividend scheme out of the amount or amounts
 standing to the credit of any reserve account or fund of the Company, to
 apply that sum in paying up in full the relevant number of such new shares
 and to allot such new shares pursuant to such elections; and





119







	
 

	
 

	
 


	
 

	
(c)

	
generally to implement the Company’s scrip dividend scheme on such
 terms and conditions as the Directors may from time to time determine and to
 take such other actions as the Directors may deem necessary or desirable from
 time to time in respect of the Company’s scrip dividend scheme.


	
 

	
 

	
 


	
8

	
THAT the Company be and is hereby generally and unconditionally
 authorised for the purposes of Part XA of the Companies Act 1985 (as amended)
 (“the Act”) to make donations to EU political organisations and to incur EU
 political expenditure (as such terms are defined in section 347A of the Act)
 up to a maximum aggregate amount of £250,000 provided that such authority
 shall expire at the conclusion of the next Annual General Meeting of the
 Company to be held after the passing of this resolution.


	
 

	
 


	
9

	
THAT HSBC Bank plc be and is hereby generally and unconditionally
 authorised for the purposes of Part XA of the Companies Act 1985 (as amended)
 (“the Act”) to take donations to EU political organisations and to incur EU
 political expenditure (as such terms are defined in section 347A of the Act)
 up to a maximum aggregate amount of £50,000 provided that such authority
 shall expire at the conclusion of the next Annual General Meeting of the
 Company to be held after the passing of this resolution.





Sir John Bond

Chairman


120






No. 617987


	
 


	
THE COMPANIES ACTS 1985 AND 1989


	
 


	



	
 


	
PUBLIC COMPANY LIMITED BY SHARES


	
 


	
 


	
RESOLUTION


	
 


	
of


	
 


	
HSBC Holdings plc


	
 


	



	
 


	
Passed 28 March 2003


	
 


	






          At the
Extraordinary General Meeting of HSBC Holdings plc held at Cabot Hall, Cabot
Place West, Canary Wharf, London E14 on Friday, 28 March 2003, the following
Resolution was passed:


ORDINARY RESOLUTION


THAT:


	
 

	
 


	
(a)

	
the acquisition by way of merger (the “Acquisition”) of Household
 International, Inc. (“Household”) on the terms and subject to the conditions
 of the agreement dated 14 November 2002 between (1) the Company, (2)
 Household and (3) H2 Acquisition Corporation (a copy of which, signed by the
 chairman of the Meeting for the purposes of identification, was produced to
 the Meeting) (the “Merger Agreement”) (including the arrangements to be put
 in place regarding: (i) the outstanding options to acquire common stock of
 Household granted by Household to any current or former employee or director
 of Household or any of its subsidiaries; (ii) any right of any kind,
 contingent or accrued, to receive common stock of Household; and (iii) any
 award of any kind consisting of common stock of Household granted under any
 Household benefit plan (including restricted stock, restricted stock units,
 deferred stock units and dividend equivalents) (together “Assumed Options”)),
 as described in the circular to shareholders of the Company of which this
 notice forms part, be and is hereby approved and the Directors (or a duly
 authorised committee thereof) be and are hereby authorised to take all such
 steps to implement the same and to execute all documents and deeds as may be
 necessary or appropriate in relation thereto, subject to such nonmaterial
 modifications, amendments, waivers, variations or extensions of such terms
 and conditions as they think fit; and


	
 

	
 


	
(b)

	
conditional upon and with effect from the Acquisition becoming
 effective pursuant to the Merger Agreement, the Directors be and they are
 hereby generally and





121







	
 

	
 


	
 

	
unconditionally authorised pursuant to and for the purposes of
 section 80 of the Companies Act 1985 to exercise all the powers of the
 Company to allot relevant securities (within the meaning of that section) up
 to an aggregate nominal amount of US$702,863,189 (in the form of ordinary
 shares of US$0.50 each) in satisfaction of the Company’s obligations arising
 in relation to the Acquisition to issue ordinary shares, including shares to
 be issued as a result of the exercise of the Assumed Options and shares to be
 issued pursuant to the terms of the purchase contracts underlying the
 Household 8.875 per cent Adjustable Conversion-Rate Equity Security Units and
 shares to be issued pursuant to the Household zero-coupon convertible debt
 securities, such authority to be in addition to, and without prejudice to,
 that granted to the Directors at the annual general meeting of the Company
 held on 31 May 2002 (which shall remain in full force and effect until its
 expiry as stated therein), provided that this authority shall expire at the
 conclusion of the Company’s annual general meeting to be held in 2004, unless
 such authority is renewed, varied, or revoked by he Company in general
 meeting, save that the Company may at any time before such expiry make an
 offer or agreement which would or might require relevant securities to be
 allotted after such expiry and the Directors may allot relevant securities in
 pursuance of any such offer or agreement as if the authority hereby conferred
 had not expired.





Sir John Bond

Chairman


122






No. 617987


	
 


	
THE COMPANIES ACTS 1985 AND 1989


	
 


	



	
 


	
PUBLIC COMPANY LIMITED BY SHARES


	
 


	
RESOLUTIONS


	
 


	
of


	
 


	
HSBC Holdings plc


	
 


	



	
 


	
Passed 30 May 2003


	
 


	






          At the
Annual General Meeting of HSBC Holdings plc held at the Barbican Hall, Barbican
Centre, London EC2 on Friday, 30 May 2003, the following Resolutions were
passed:


ORDINARY RESOLUTIONS


	
 

	
 

	
 

	
 


	
4

	
THAT the Directors’ Remuneration Report for the year ended 31
 December 2002 be and is hereby approved.


	
 

	
 


	
5

	
THAT the Directors be and they are hereby generally and
 unconditionally authorized pursuant to and for the purposes of section 80 of
 the Companies Act 1985 to exercise all the powers of the Company to allot
 relevant securities (within the meaning of that section) up to an aggregate
 nominal amount of £100,000, US$100,000 and €100,000 (in each such case in the
 form of 10,000,000 non-cumulative preference shares) and US$948,200,000 (in
 the form of Ordinary Shares of US$0.50 each) provided that this authority
 shall be limited so that, otherwise than pursuant to:


	
 

	
 


	
 

	
(a)

	
a rights issue or other issue the subject of an offer or invitation,
 open for acceptance for a period fixed by the Directors, to:


	
 

	
 

	
 


	
 

	
 

	
(i)

	
Ordinary Shareholders where the relevant securities respectively
 attributable to the interests of all Ordinary Shareholders are proportionate
 (or as nearly as may be) to the respective number of Ordinary Shares held by
 them; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
holders of securities, bonds, debentures or warrants which, in
 accordance with the rights attaching thereto, are entitled to participate in
 such a rights issue or other issue, 





123







	
 

	
 

	
 


	
 

	
 

	
but subject to such exclusions or other arrangements as the Directors
 may deem necessary or expedient in relation to fractional entitlements or
 securities represented by depositary receipts or having regard to any
 restrictions, obligations or legal problems under the laws of or the
 requirements of any regulatory body or stock exchange in any territory or
 otherwise howsoever; or


	
 

	
 

	
 


	
 

	
(b)

	
the terms of any share plan for employees of the Company or any of
 its subsidiary undertakings and, conditional on completion of the proposed
 acquisition of Household International, Inc. (“Household”), any share plan of
 Household or any of its subsidiary undertakings; or


	
 

	
 

	
 


	
 

	
(c)

	
conditional on completion of the proposed acquisition of Household,
 the terms of Household’s outstanding Zero-Coupon Convertible Debt Securities
 or 8.875 per cent Adjustable Conversion-Rate Equity Security Units; or


	
 

	
 

	
 


	
 

	
(d)

	
any scrip dividend scheme or similar arrangements implemented in accordance
 with the Articles of Association of the Company; or


	
 

	
 

	
 


	
 

	
(e)

	
the allotment of up to 10,000,000 non-cumulative preference shares of
 £0.01 each, 10,000,000 non-cumulative preference shares of US$0.01 each and
 10,000,000 non-cumulative preference shares of €0.01 each in the capital of
 the Company, 


	
 

	
 

	
 


	
 

	
the nominal amount of relevant securities to be allotted by the
 Directors pursuant to this authority wholly for cash shall not in aggregate
 exceed US$237,050,000 (being equal to approximately 5 per cent of the nominal
 amount of Ordinary Shares of the Company in issue at the latest practicable
 date prior to the printing of the Notice of this Meeting), this authority
 shall be in addition to, and without prejudice to, any authority granted to
 the Directors at the Extraordinary General Meeting of the Company to approve
 the acquisition of Household (which shall remain in full force and effect
 until its expiry as stated therein) and this authority shall expire at the
 conclusion of the Annual General Meeting of the Company to be held in 2004
 save that this authority shall allow the Company before the expiry of this
 authority to make offers or agreements which would or might require relevant
 securities to be allotted after such expiry and the Directors may allot relevant
 securities in pursuance of such offers or agreements as if the authority
 conferred hereby had not expired.





SPECIAL RESOLUTION


	
 

	
 


	
6

	
THAT, subject to the passing of Resolution 5 set out in the Notice of
 this Meeting, the Directors be and they are hereby empowered pursuant to
 section 95 of the Companies Act 1985 (“the Act”) to allot equity securities
 (as defined by section 94 of the Act) pursuant to the authority conferred by
 Resolution 5 as if section 89(1) of the Act did not apply to any such allotment,
 provided that this power shall expire at the conclusion of the Annual General
 Meeting of the Company to be held in 2004 save that this power shall enable
 the Company before the expiry of this power to make offers or agreements
 which would or might require equity securities to be allotted after such
 expiry and the Directors may allot equity securities in pursuance of such
 offers or agreements as if the power conferred hereby had not expired.





124






ORDINARY RESOLUTIONS


	
 

	
 

	
 


	
7

	
THAT the Company be and is hereby generally and unconditionally
 authorised to make market purchases (within the meaning of section 163 of the
 Companies Act 1985) of Ordinary Shares of US$0.50 each in the capital of the
 Company (“Ordinary Shares”) and the Directors are authorised to exercise such
 authority provided that:


	
 

	
 


	
 

	
(a)

	
the maximum number of Ordinary Shares hereby authorised to be
 purchased is 948,200,000 Ordinary Shares;


	
 

	
 

	
 


	
 

	
(b)

	
the minimum price (exclusive of expenses) which may be paid for each
 Ordinary Share is US$0.50 (or the equivalent in the relevant currency in
 which the purchase is effected calculated by reference to the spot rate of
 exchange for the purchase of United States dollars with such other currency
 as quoted by HSBC Bank plc in the London Foreign Exchange Market at or about
 11.00 am (London time) on the business day (being a day on which banks are
 ordinarily open for the transaction of normal banking business in London)
 prior to the date on which the Ordinary Share is contracted to be purchased,
 in each case such rate to be the rate as conclusively certified by an officer
 of HSBC Bank plc);


	
 

	
 

	
 


	
 

	
(c)

	
the maximum price (exclusive of expenses) which may be paid for each
 Ordinary Share is the lower of (i) 105 per cent of the average of the middle
 market quotations for the Ordinary Shares (as derived from the Daily Official
 List of the London Stock Exchange plc) for the five dealing days immediately
 preceding the day on which the Ordinary Share is contracted to be purchased
 or (ii) 105 per cent of the average of the closing prices of Ordinary Shares
 on The Stock Exchange of Hong Kong Limited for the five dealing days
 immediately preceding the day on which the Ordinary Share is contracted to be
 purchased, in each case converted (where relevant) into the relevant currency
 in which the purchase is effected calculated by reference to the spot rate of
 exchange for the purchase of such currency with the currency in which the
 quotation and/or price is given as quoted by HSBC Bank plc in the London
 Foreign Exchange Market at or about 11.00 am (London time) on the business
 day prior to the date on which the Ordinary Share is contracted to be
 purchased, in each case such rate to be the rate as conclusively certified by
 an officer of HSBC Bank plc;


	
 

	
 

	
 


	
 

	
(d)

	
unless previously revoked or varied this authority shall expire at
 the conclusion of the Annual General Meeting of the Company to be held in
 2004; and


	
 

	
 

	
 


	
 

	
(e)

	
the Company may prior to the expiry of this authority make a contract
 to purchase Ordinary Shares under this authority which will or may be
 executed wholly or partly after such expiry and may make a purchase of
 Ordinary shares pursuant to any such contract.


	
 

	
 

	
 


	
8

	
THAT the Company be and is hereby generally and unconditionally
 authorised for the purposes of Part XA of the Companies Act 1985 (as amended)
 (“the Act”) to make donations to EU political organisations and to incur EU
 political expenditure (as such





125







	
 

	
 


	
 

	
terms are defined in section 347A of the Act) up to a maximum
 aggregate amount of £250,000 provided that such authority shall expire either
 at the conclusion of the Annual General Meeting of the Company to be held in
 2007 or on 29 May 2007, whichever is the earlier, unless previously renewed,
 varied or revoked by the Company in general meeting.


	
 

	
 


	
9

	
THAT HSBC Bank plc be and is hereby generally and unconditionally
 authorised for the purposes of Part XA of the Companies Act 1985 (as amended)
 (“the Act”) to make donations to EU political organisations and to incur EU
 political expenditure (as such terms are defined in section 347A of the Act)
 up to a maximum aggregate amount of £50,000 provided that such authority
 shall expire either at the conclusion of the Annual General Meeting of the
 Company to be held in 2007 or on 29 May 2007, whichever is the earlier,
 unless previously renewed, varied or revoked by the Company in general
 meeting.





Sir John Bond

Chairman


126







No. 617987


THE COMPANIES ACTS 1985 AND 1989






PUBLIC COMPANY LIMITED BY SHARES


RESOLUTIONS


of


HSBC Holdings plc






Passed 28 May 2004






          At
the Annual General Meeting of HSBC Holdings plc held at the Barbican Hall,
Barbican Centre, London EC2 on Friday, 28 May 2004, the following Resolutions
were passed:


ORDINARY RESOLUTIONS


4        THAT the Directors’
Remuneration Report for the year ended 31 December 2003 be and is hereby
approved.


	
 

	
 


	
5

	
THAT the Company be
and is hereby generally and unconditionally authorised to take market purchases
(within the meaning of section 163 of the Companies Act 1985) of Ordinary
Shares of US$0.50 each in the capital of the Company (“Ordinary Shares”) and
the Directors are authorised to exercise such authority provided that:






	
 

	
 

	
 


	
 

	
(a)

	
the maximum
 number of Ordinary Shares hereby authorised to be purchased is 1,099,900,000
 Ordinary Shares;


	
 

	
 

	
 


	
 

	
(b)

	
the minimum
 price (exclusive of expenses) which may be paid for each Ordinary Share is
 US$0.50 (or the equivalent in the relevant currency in which the purchase is
 effected calculated by reference to the spot rate of exchange for the
 purchase of United States dollars with such other currency as quoted by HSBC
 Bank plc in the London Foreign Exchange Market at or about 11.00 am (London
 time) on the business day (being a day on which banks are ordinarily open for
 the transaction of normal banking business in London) prior to the date on
 which the Ordinary Share is contracted to be purchased, in each case such
 rate to be the rate as conclusively certified by an officer of HSBC Bank
 plc);





127






	
 

	
 

	
 

	
 


	
 

	
(c)

	
the maximum
 price (exclusive of expenses) which may be paid for each Ordinary Share is
 the lower of (i) 105 per cent of the average of the middle market quotations
 for the Ordinary Shares (as derived from the Daily Official List of the
 London Stock Exchange plc) for the five dealing days immediately preceding
 the day on which the Ordinary Share is contracted to be purchased or


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
105 per cent
 of the average of the closing prices of Ordinary Shares on The Stock Exchange
 of Hong Kong Limited for the five dealing days immediately preceding the day
 on which the Ordinary Share is contracted to be purchased, in each case
 converted (where relevant) into the relevant currency in which the purchase
 is effected calculated by reference to the spot rate of exchange for the
 purchase of such currency with the currency in which the quotation and/or
 price is given as quoted by HSBC Bank plc in the London Foreign Exchange
 Market at or about 11.00 am (London time) on the business day prior to the
 date on which the Ordinary Share is contracted to be purchased, in each case
 such rate to be the rate as conclusively certified by an officer of HSBC Bank
 plc;


	
 

	
 

	
 

	
 


	
 

	
(d)

	
unless
 previously revoked or varied this authority shall expire at the conclusion of
 the Annual General Meeting of the Company to be held in 2005; and 


	
 

	
 

	
 

	
 


	
 

	
(e)

	
the Company
 may prior to the expiry of this authority make a contract to purchase
 Ordinary Shares under this authority which will or may be executed wholly or
 partly after such expiry and may make a purchase of Ordinary Shares pursuant
 to any such contract.


	
 

	
 

	
 

	
 


	
 

	
Subject to
 the receipt of such regulatory approvals and consents in Hong Kong as the
 Directors may deem necessary, any shares acquired by the Company pursuant to
 this, or any subsequent, authority to make market purchases which are held in
 treasury may be sold or transferred in satisfaction of the exercise of
 options under, or otherwise pursuant to, any of the Company’s existing
 employee share schemes.


	
 

	
 

	
 

	
 


	
6

	
THAT the
 Directors be and they are hereby generally and unconditionally authorized
 pursuant to and for the purposes of section 80 of the Companies Act 1985
 (“the Act”) to exercise all the powers of the Company to allot relevant
 securities (within the meaning of that section) up to an aggregate nominal
 amount of £100,000, US$100,000 and €100,000 (in each such case in the form of
 10,000,000 non-cumulative preference shares) and US$1,099,900,000 (in the
 form of Ordinary Shares of US$0.50 each) provided that this authority shall
 be limited so that, otherwise than pursuant to:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
a rights
 issue or other issue the subject of an offer or invitation, open for
 acceptance for a period fixed by the Directors, to: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
Ordinary
 Shareholders where the relevant securities respectively attributable to the
 interests of all Ordinary Shareholders are 





128






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
proportionate
 (or as nearly as may be) to the respective number of Ordinary Shares held by
 them; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
holders of
 securities, bonds, debentures or warrants which, in accordance with the
 rights attaching thereto, are entitled to participate in such a rights issue
 or other issue, 



	
 

	
 

	
 

	
 


	
 

	
 

	
but subject
 to such exclusions or other arrangements as the Directors may deem necessary
 or expedient in relation to fractional entitlements or securities represented
 by depositary receipts or having regard to any restrictions, obligations or
 legal problems under the laws of or the requirements of any regulatory body
 or stock exchange in any territory or otherwise howsoever; or


	
 

	
 

	
 

	
 


	
 

	
(b)

	
the terms of
 any share plan for employees of the Company or any of its subsidiary
 undertakings; or


	
 

	
 

	
 

	
 


	
 

	
(c)

	
the terms of
 the Household International, Inc. outstanding Zero-Coupon Convertible Debt
 Securities or 8.875 per cent Adjustable Conversion-Rate Equity Security
 Units; or


	
 

	
 

	
 

	
 


	
 

	
(d)

	
any scrip
 dividend scheme or similar arrangements implemented in accordance with the
 Articles of Association of the Company; or


	
 

	
 

	
 

	
 


	
 

	
(e)

	
the
 allotment of up to 10,000,000 non-cumulative preference shares of £0.01 each,
 10,000,000 non-cumulative preference shares of US$0.01 each and 10,000,000
 non-cumulative preference shares of €0.01 each in the capital of the Company,
 


	
 

	
 

	
 

	
 


	
 

	
the nominal
 amount of relevant securities to be allotted by the directors pursuant to
 this authority wholly for cash shall not in aggregate, together with any
 allotment of other equity securities authorised by sub-paragraph (b) of
 Resolution 7, exceed US$274,975,000 (being equal to approximately 5 per cent
 of the nominal amount of Ordinary Shares of the Company in issue at the
 latest practicable date prior to the printing of the Notice of this Meeting)
 and such authority shall expire at the conclusion of the Annual General
 Meeting of the Company to be held in 2005 save that this authority shall allow
 the Company before the expiry of this authority to make offers or agreements
 which would or might require relevant securities to be allotted after such
 expiry and the Directors may allot relevant securities in pursuance of such
 offers or agreements as if the authority conferred hereby had not expired.





SPECIAL RESOLUTION


	
 

	
 

	
 

	
 


	
7

	
THAT the
 Directors be and are hereby empowered pursuant to section 95 of the Companies
 Act 1985 (“the Act”): 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
subject to
 the passing of Resolution 6 set out in the Notice to this Meeting, to allot
 equity securities (as defined by section 94 of the Act) the subject of the
 authority granted by Resolution 6; and 





129






	
 

	
 

	
 

	
 


	
 

	
(b)

	
to allot any
 other equity securities (as defined by section 94 of the Act) which are held
 by the Company in treasury as if section 89(1) of the Act did not apply to
 any such allotment, provided that this power shall expire at the conclusion
 of the Annual General Meeting of the Company to be held in 2005 save that
 this power shall enable the Company before the expiry of this power to make
 offers or agreements which would or might require equity securities to be
 allotted after such expiry and the Directors may allot equity securities in
 pursuance of such offers or agreements as if the power conferred hereby had
 not expired.





ORDINARY RESOLUTION


	
 

	
 

	
 

	
 


	
8

	
THAT
 pursuant to Article 104.1 of the Articles of Association of the Company with
 effect from 1 January 2004 each of the Directors (other than alternate
 Directors) shall be entitled to receive £55,000 per annum by way of fees for
 their services as Directors.





Sir John Bond

Chairman


130






No. 617987


THE COMPANIES ACTS 1985 AND 1989






PUBLIC COMPANY LIMITED BY SHARES


RESOLUTIONS


of


HSBC Holdings plc






Passed 27 May 2005






          At
the Annual General Meeting of HSBC Holdings plc held at the Barbican Hall,
Barbican Centre, London EC2 on Friday, 27 May 2005, the following Resolutions
were passed:


ORDINARY RESOLUTIONS


	
 

	
 

	
 

	
 


	
4

	
THAT the
 Directors’ Remuneration Report for the year ended 31 December 2004 be and is
 hereby approved.


	
 

	
 

	
 

	
 


	
5

	
THAT the
 Directors be and they are hereby generally and unconditionally authorized
 pursuant to and for the purposes of section 80 of the Companies Act 1985
 (“the Act”) to exercise all the powers of the Company to allot relevant
 securities (within the meaning of that section) up to an aggregate nominal
 amount of £100,000, US$100,000 and €100,000 (in each such case in the form of
 10,000,000 noncumulative preference shares) and US$1,119,000,000 (in the form
 of Ordinary Shares of US$0.50 each (“Ordinary Shares”)) provided that this
 authority shall be limited so that, otherwise than pursuant to:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
a rights
 issue or other issue the subject of an offer or invitation, open for
 acceptance for a period fixed by the Directors, to:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
Ordinary
 Shareholders where the relevant securities respectively attributable to the
 interests of all Ordinary Shareholders are proportionate (or as nearly as may
 be) to the respective number of Ordinary Shares held by them; and





131






	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
holders of
 securities, bonds, debentures or warrants which, in accordance with the
 rights attaching thereto, are entitled to participate in such a rights issue
 or other issue, but subject to such exclusions or other arrangements as the
 Directors may deem necessary or expedient in relation to fractional
 entitlements or securities represented by depositary receipts or having
 regard to any restrictions, obligations or legal problems under the laws of
 or the requirements of any regulatory body or stock exchange in any territory
 or otherwise howsoever; or 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
the terms of
 any share plan for employees of the Company or any of its subsidiary
 undertakings; or 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
any scrip
 dividend scheme or similar arrangements implemented in accordance with the
 Articles of Association of the Company; or 


	
 

	
 

	
 

	
 


	
 

	
(d)

	
the terms of
 the HSBC Finance Corporation 8.875 per cent Adjustable Conversion-Rate Equity
 Security Units; or 


	
 

	
 

	
 

	
 


	
 

	
(e)

	
the
 allotment of up to 10,000,000 non-cumulative preference shares of £0.01 each,
 10,000,000 non-cumulative preference shares of US$0.01 each and 10,000,000
 non-cumulative preference shares of €0.01 each in the capital of the Company,
 


	
 

	
 

	
 

	
 


	
 

	
the nominal
 amount of relevant securities to be allotted by the Directors pursuant to
 this authority wholly for cash shall not in aggregate, together with any
 allotment of other equity securities authorised by sub-paragraph (b) of
 Resolution 6 set out in the Notice convening this Meeting, exceed
 US$279,750,000 (being equal to approximately 5 per cent of the nominal amount
 of Ordinary Shares of the Company in issue at the latest practicable date
 prior to the printing of the Notice of this meeting) and such authority shall
 expire at the conclusion of the Annual General Meeting of the Company to be
 held in 2006 save that this authority shall allow the Company before the
 expiry of this authority to make offers or agreements which would or might
 require relevant securities to be allotted after such expiry and the
 Directors may allot relevant securities in pursuance of such offers or
 agreements as if the authority conferred hereby had not expired.





SPECIAL RESOLUTION


	
 

	
 

	
 

	
 


	
6

	
THAT the
 Directors be and are hereby empowered pursuant to section 95 of the Companies
 Act 1985 (“the Act”):


	
 

	
 

	
 

	
 


	
 

	
(a)

	
subject to
 the passing of Resolution 5 set out in the Notice convening this Meeting, to
 allot equity securities (as defined by section 94 of the Act) the subject of
 the authority granted by Resolution 5; and 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
to allot any
 other equity securities (as defined by section 94 of the Act) which are held
 by the Company in treasury, in each case as if section 89(1) of the Act did
 not apply to any such allotment, provided that this power shall expire at the
 conclusion of the Annual General Meeting of the Company to be held in 2006
 save that this power shall enable the Company before the expiry of this





132






	
 

	
 

	
 

	
 


	
 

	
 

	
power to
 make offers or agreements which would or might require equity securities to
 be allotted after such expiry and the Directors may allot equity securities
 in pursuance of such offers or agreements as if the power conferred hereby
 had not expired.


	
 

	
 

	
 

	
 


	
ORDINARY RESOLUTIONS


	
 

	
 

	
 

	
 


	
7

	
THAT the
 Company be and is hereby generally and unconditionally authorised to make
 market purchases (within the meaning of section 163 of the Companies Act
 1985) of Ordinary Shares of US$0.50 each in the capital of the Company
 (“Ordinary Shares”) and the Directors are authorised to exercise such
 authority provided that: 


	
 

	
 

	
 

	
 


	
 

	
(a)

	
the maximum
 number of Ordinary Shares hereby authorised to be purchased is 1,119,000,000
 Ordinary Shares;


	
 

	
 

	
 

	
 


	
 

	
(b)

	
the minimum
 price (exclusive of expenses) which may be paid for each Ordinary Share is
 US$0.50 (or the equivalent in the relevant currency in which the purchase is
 effected calculated by reference to the spot rate of exchange for the
 purchase of United States dollars with such other currency as quoted by HSBC
 Bank plc in the London Foreign Exchange Market at or about 11.00 am (London
 time) on the business day (being a day on which banks are ordinarily open for
 the transaction of normal banking business in London) prior to the date on
 which the Ordinary Share is contracted to be purchased, in each case such
 rate to be the rate as conclusively certified by an officer of HSBC Bank
 plc);


	
 

	
 

	
 

	
 


	
 

	
(c)

	
the maximum
 price (exclusive of expenses) which may be paid for each Ordinary Share is
 the lower of (i) 105 per cent of the average of the middle market quotations
 for the Ordinary Shares (as derived from the Daily Official List of the
 London Stock Exchange plc) for the five dealing days immediately preceding
 the day on which the Ordinary Share is contracted to be purchased or (ii) 105
 per cent of the average of the closing prices of the Ordinary Shares on The
 Stock Exchange of Hong Kong Limited for the five dealing days immediately
 preceding the day on which the Ordinary Share is contracted to be purchased,
 in each case converted (where relevant) into the relevant currency in which
 the purchase is effected calculated by reference to the spot rate of exchange
 for the purchase of such currency with the currency in which the quotation
 and/or price is given as quoted by HSBC Bank plc in the London Foreign
 Exchange Market at or about 11.00 am (London time) on the business day prior
 to the date on which the Ordinary Share is contracted to be purchased, in
 each case such rate to be the rate as conclusively certified by an officer of
 HSBC Bank plc;


	
 

	
 

	
 

	
 


	
 

	
(d)

	
unless
 previously revoked or varied this authority shall expire at the conclusion of
 the Annual General Meeting of the Company to be held in 2006; and


	
 

	
 

	
 

	
 


	
 

	
(e)

	
the Company
 may prior to the expiry of this authority make a contract to purchase
 Ordinary Shares under this authority which will or may be executed wholly or
 partly after such expiry and may make a purchase of Ordinary Shares pursuant
 to any such contract.





133






	
 

	
 

	
 

	
 


	
 

	
 

	
Subject to
 the receipt of such regulatory approvals and consents in Hong Kong as the
 Directors may deem necessary, any Ordinary Shares acquired by the Company
 pursuant to this, or any subsequent, authority to make market purchases which
 are held in treasury may be sold or transferred in satisfaction of the
 exercise of options under, or otherwise pursuant to, any of the Company’s
 existing employee share schemes.


	
 

	
 

	
 

	
 


	
8

	
THAT the
 amended rules of the HSBC Holdings Savings-Related Share Option Plan
 (“Sharesave UK”) (the main features of which are summarised in Appendix II to
 the Chairman’s letter to Shareholders dated 31 March 2005 and a copy of which
 has been signed for the purposes of identification by the Chairman of the
 Meeting) including the deferral of the final date on which options may be
 granted under Sharesave UK to 27 May 2015 are hereby approved and that the
 Directors are hereby authorised to do whatever may be necessary or expedient
 to carry the amended Sharesave UK into effect including making such changes
 as may be necessary to secure the continuing approval of the Inland Revenue
 under Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003.


	
 

	
 

	
 

	
 


	
9

	
THAT the
 amended rules of the HSBC Holdings Savings-Related Share Option Plan:
 International (“Sharesave International”) (the main features of which are
 summarized in Appendix II to the Chairman’s letter to Shareholders dated 31
 March 2005 and a copy of which has been signed for the purposes of
 identification by the Chairman of the Meeting) including the deferral of the final
 date on which options may be granted under Sharesave International to 27 May
 2015 are hereby approved and that the Directors are hereby authorised to do
 whatever may be necessary or expedient to carry the amended Sharesave
 International into effect. 


	
 

	
 

	
 

	
 


	
10

	
THAT,
 subject to the passing of Resolution 9 set out in the Notice convening this
 meeting, the HSBC US Employee Stock Plan (“the US Sub-Plan”) (constituted by
 the amended rules of the HSBC Holdings Savings-Related Share Option Plan:
 International as modified by Schedule 2 thereof and the main features of
 which are summarised in Appendix II to the Chairman’s letter to Shareholders
 dated 31 March 2005 and a copy of which has been signed for the purposes of
 identification by the Chairman of the Meeting) is hereby approved and that
 the Directors are hereby authorised to do whatever may be necessary or
 expedient to carry the US Sub-Plan into effect including making such changes
 to the US Sub-Plan as may be necessary to ensure compliance with such statutory,
 fiscal or securities laws as may apply to the US Sub-Plan or any participant.
 


	
 

	
 

	
 

	
 


	
11

	
THAT The
 HSBC Share Plan (the main features of which are summarised in appendix II to
 the Chairman’s letter to Shareholders dated 31 March 2005 and the draft rules
 of which have been signed for the purposes of identification by the Chairman
 of the Meeting) is hereby approved and that the Directors are hereby
 authorised to do whatever may be necessary or expedient to carry The HSBC
 Share Plan into effect including making such changes to Schedule 1 of The
 HSBC Share Plan as may be necessary to secure the approval of the Inland
 Revenue under Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003,
 and creating such schedules to or sub-plans (which are, or may be deemed for
 relevant purposes to be, independent plans) of The HSBC Share Plan as they
 consider necessary or desirable 





134







	
 

	
 

	
 

	
 


	
 

	
for the benefit of non-United Kingdom resident employees of the
 Company or its subsidiaries, taking account of local tax, exchange control
 and securities laws in the relevant country or territory including to obtain
 and preserve favourable French treatment for share awards pursuant to the
 French Commercial Code (article L225- 197-1 to L225-197-5 and any related
 articles) such awards being in respect of either newly issued or existing
 shares, with a vesting period of not less than two years and a prohibition on
 sale within two years of the vesting date. 


	
 

	
 

	
 

	
 


	
SPECIAL RESOLUTION


	
 

	
 

	
 

	
 


	
12

	
THAT the Articles of Association of the Company be and are hereby
 altered as follows:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
by deleting the words:


	
 

	
 

	
 

	
 


	
 

	
“Regulations The Uncertificated Securities Regulations 1995 (SI 1995
 No. 3272)” 


	
 

	
 

	
 

	
 


	
 

	
from Article 2.1 and substituting therefor the words: 


	
 

	
 

	
 

	
 


	
 

	
“Regulations The Uncertificated Securities Regulations 2001 (SI 2001
 No. 3755)”;


	
 

	
 

	
 

	
 


	
 

	
(b)

	
by inserting the following new Article as Article 5A.1(5)(b)(i)(D)(3):


	
 

	
 

	
 

	
 


	
 

	
 

	
“(3) “Series 3”, 27 June 2013.”;


	
 

	
 

	
 

	
 


	
 

	
(c)

	
by deleting the existing Article 5B.1(5)(b)(i)(D) and substituting
 therefor the following new Article 5B.1(5)(b)(i)(D):


	
 

	
 

	
 

	
 


	
 

	
 

	
“(D) In relation to any Euro Preference Shares designated as:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(1) “Series 1”, 30 June 2012;


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(2) “Series 2”, 24 March 2014;


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(3) “Series 3”, 29 March 2016.”;


	
 

	
 

	
 

	
 


	
 

	
(d)

	
by deleting the words “, on a poll,” from Article 55.3(e) so that
 Article 55.3(e) reads as follows: 


	
 

	
 

	
 

	
 


	
 

	
 

	
“(e) with reasonable prominence, that a member entitled to attend and
 vote is entitled to appoint one or more proxies to attend and vote instead of
 him and that a proxy need not also be a member.”;


	
 

	
 

	
 

	
 


	
 

	
(e)

	
by inserting the following new Article as Article 56A: 


	
 

	
 

	
 

	
 


	
 

	
 

	
“56A Postponement of General Meetings 


	
 

	
 

	
 

	
 


	
 

	
 

	
If the Board, in its absolute discretion, considers that it is
 impractical or unreasonable for any reason to hold a general meeting on the
 date or at the time or place specified in the notice calling the general
 meeting, it may 





135






	
 

	
 

	
 


	
 

	
 

	
postpone the general meeting to another date, time and/or place. The
 Board shall take reasonable steps to ensure that notice of the date, time and
 place of the postponed meeting is provided to any member trying to attend the
 meeting at the original time and place. When a meeting is so postponed,
 notice of the date, time and place of the postponed meeting shall be given in
 such manner as the Board may in its absolute discretion determine. Notice of
 the business to be transacted at such postponed meeting shall not be
 required. If a meeting is postponed in accordance with this Article, the
 appointment of a proxy will be valid if it is delivered and received as
 required by these Articles not less than 48 hours before the time appointed
 for holding the postponed meeting. The Board may (for the avoidance of doubt)
 also postpone any meeting which has been rearranged under this Article 56A.”;


	
 

	
 

	
 


	
 

	
(f)

	
by deleting the existing Article 57 and substituting therefor the
 following new Article 57:


	
 

	
 

	
 


	
 

	
 

	
“57 Special Business


	
 

	
 

	
 


	
 

	
57.1

	
All business that is transacted at a general meeting shall be deemed
 special, except the following transactions at an annual general meeting:


	
 

	
 

	
 


	
 

	
(a)

	
the declaration of dividends;


	
 

	
 

	
 


	
 

	
(b)

	
the receipt and consideration of the annual accounts, the Directors’
 Report, the Directors’ Remuneration Report, the Auditors’ report and any
 other documents required to be annexed to the annual accounts;


	
 

	
 

	
 


	
 

	
(c)

	
the election or re-election of Directors;


	
 

	
 

	
 


	
 

	
(d)

	
the re-appointment of the Auditors retiring (unless they were last
 appointed otherwise than by the Company in general meeting) and the
 determination of the remuneration of the Auditors or of the manner in which
 such remuneration is to be determined.”;


	
 

	
 

	
 


	
 

	
(g)

	
by deleting the existing Article 61 and substituting therefor the
 following new Article 61:


	
 

	
 

	
 


	
 

	
“61

	
Entitlement to attend and speak


	
 

	
 

	
 


	
 

	
61.1

	
A Director shall, notwithstanding that he is not a member, be
 entitled to attend and speak at any general meeting and at any separate
 meeting of the holders of any class of shares of the Company. Any proxy
 appointed by a member shall also be entitled to speak at any general meeting
 of the Company.”; 


	
 

	
 

	
 


	
 

	
(h)

	
by inserting the words “or by proxy” after the words “every member
 who is present in person” where they first appear in Article 71.1 so that
 Article 71.1 reads as follows:


	
 

	
 

	
 


	
 

	
“71.1

	
Subject to the provisions of the Act and to any special terms as to
 voting on which any shares may have been issued or may for the time being be
 held and to any suspension or abrogation of voting rights pursuant to these
 Articles, at 





136






	
 

	
 

	
 


	
 

	
 

	
any general meeting every member who is present in person or by proxy
 shall on a show of hands have one vote and every member present in person or
 by proxy shall on a poll have one vote for every Ordinary Share of which he
 is he holder.”;


	
 

	
 

	
 


	
 

	
(i)

	
by inserting the following new Article as Article 73A:


	
 

	
 

	
 


	
 

	
“73A

	
Votes not counted where abstention required 


	
 

	
 

	
 


	
 

	
73A.1

	
Where any member is, under the rules governing the listing of
 securities on any stock exchange on which all or any shares of the Company
 are for the time being listed or traded, required to abstain from voting on
 any particular resolution or restricted to voting only for or only against
 any particular resolution, any votes cast by or on behalf of such member in
 contravention of such requirement or restriction shall, notwithstanding the
 provision of any other Article, not be counted.”;


	
 

	
 

	
 


	
 

	
(j)

	
by deleting “, but shall not confer any further right to speak at the
 meeting, except with the permission of the Chairman of the meeting or as
 otherwise determined by the Board where the relevant shares are held by a
 Depositary” at the end of Article 75.1(b) and substituting therefor the words
 “and to speak at the meeting” so that Article 75.1(b) reads as follows:


	
 

	
 

	
 


	
 

	
“(b)

	
be deemed (subject to any contrary direction contained in the same)
 to confer authority to demand or join in demanding a poll and to vote on any
 resolution or amendment of a resolution put to the meeting for which it is
 given, as the proxy thinks fit and to speak at the meeting; and”; 


	
 

	
 

	
 


	
 

	
(k)

	
by inserting the following new Article as Article 79A:


	
 

	
 

	
 


	
 

	
“79A

	
Directors’ powers to establish verification procedures in connection
 with proxies


	
 

	
 

	
 


	
 

	
79A.1

	
From time to time the Directors may (consistently with the Act and
 these Articles) make such regulations and establish such procedures as they
 consider appropriate to receive and verify the appointment or revocation of a
 proxy. Any such regulations may be general or specific to a particular
 meeting. Without limitation, any regulations may include provisions that the
 Directors (or some person or persons appointed by them) may conclusively
 determine any matter or dispute relating: 


	
 

	
 

	
 


	
 

	
(a)

	
to the appointment or revocation, or purported appointment or
 revocation, of a proxy; and/or


	
 

	
 

	
 


	
 

	
(b)

	
to any instruction contained or allegedly contained in any such
 appointment, and any such regulations may also include rebuttable or
 conclusive presumptions of any fact concerning those matters. The Directors
 may from time to time modify or revoke any such regulations as they think
 fit, provided that no subsisting valid appointment or revocation of a proxy
 or any voting instruction shall thereby be rendered invalid.”;





137






	
 

	
 

	
 

	
 


	
 

	
(l)

	
by deleting “(or, if such corporation is a Depositary acting in its
 capacity as such, persons)” from Article 80.1 and substituting therefor the
 words “or persons” so that the first sentence of Article 80.1 reads as
 follows:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“A corporation (whether or not a company within the meaning of the
 Act) which is a member may, by resolution of its directors or other governing
 body, authorise such person or persons as it thinks fit to act as its
 representative (or, as the case may be, representatives) at any meeting of
 the Company or at any separate meeting of the holders of any class of
 shares.”;


	
 

	
 

	
 

	
 


	
 

	
(m)

	
by deleting the words “not less than seven nor more than 42 clear
 days before the date appointed for the meeting” from Article 88.1(b) and
 substituting therefor the words “during the period commencing on the day
 after the despatch of the notice of the meeting and ending no later than
 seven clear days prior to the date of such meeting” so that Article 88.1
 reads as follows:


	
 

	
 

	
 

	
 


	
 

	
“88.1

	
No person, other than a Director retiring (by rotation or otherwise),
 shall be appointed or re-appointed a Director at any general meeting unless:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
he is recommended by the Board; or 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
during the period commencing on the day after despatch of the notice
 of the meeting and ending no later than seven clear days prior to the date of
 such meeting, notice duly executed by a member (other than the person to be
 proposed) qualified to vote at the meeting has been given to the Company of
 the intention to propose that person for appointment or re-appointment,
 stating the particulars which would, if he were so appointed or re-appointed,
 be required to be included in the Company’s register of Directors, together
 with notice executed by that person of his willingness to be appointed or
 reappointed, is lodged at the Office.”;


	
 

	
 

	
 

	
 


	
 

	
(n)

	
by deleting the existing Article 91.2 and substituting therefor the
 following new Article 91.2:


	
 

	
 

	
 

	
 


	
 

	
“91.2

	
In addition to the Directors required to retire by rotation under
 Article 91.1, there shall also be required to retire by rotation: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
any Director who at an annual general meeting of the Company shall
 have been a Director at each of the preceding two annual general meetings of
 the Company and who was not elected or re-elected at either such annual
 general meeting and who has not otherwise ceased to be a Director (either by
 resignation, retirement, removal or otherwise) and been re-elected by general
 meeting of the Company at or since either such annual general meeting; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
any Director who has held office with the Company, other than
 employment or executive office, for a continuous period of nine years or more
 at the date of the annual general meeting.”; 





138






	
 

	
 

	
 

	
 


	
 

	
(o)

	
by deleting the existing Article 112.1 and substituting therefor the
 following new Article 112.1:


	
 

	
 

	
 

	
 


	
 

	
“112.1 The Board may delegate any of its powers, authorities and
 discretions (with power to sub-delegate) for such time on such terms and subject
 to such conditions as it thinks fit to any committee consisting of one or
 more Directors and (if thought fit) one or more other persons, provided that:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
where any committee constituted by the Board pursuant to this Article
 112.1 consists of more than one member, not less than two members of such
 committee shall be Directors or alternate Directors; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
no resolution of a committee shall be effective unless one of those
 present when it is passed is a Director (or his alternate).”;


	
 

	
 

	
 

	
 


	
 

	
(p)

	
by deleting the existing Article 132 and substituting therefor the
 following new Article 132:


	
 

	
 

	
 

	
 


	
 

	
“132

	
Interested Director not to vote or count for quorum 


	
 

	
 

	
 


	
 

	
132.1

	
Save as provided in this Article, a Director shall not vote on, or be
 counted in the quorum in relation to, any resolution of the Board or of a
 committee of the Board concerning any contract, arrangement, transaction or
 any proposal whatsoever to which the Company is or is to be a party and in
 which he or any of his associates has a material interest otherwise than by
 virtue of his interest or the interests of his associate(s) in shares or
 debentures or other securities of or otherwise in or through the Company
 unless the resolution concerns any of the following matters:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
the giving to him or his associate(s) of any guarantee, security or
 indemnity in respect of money lent or obligations incurred by him or any of
 them at the request of or for the benefit of the Company or any of its
 subsidiary undertakings;


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
the giving to a third party of any guarantee, security or indemnity
 in respect of a debt or obligation of the Company or any of its subsidiary
 undertakings for which he or his associate(s) has himself/themselves assumed
 responsibility in whole or in part, either alone or jointly with others,
 under a guarantee or indemnity or by the giving of security;


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
any proposal concerning an offer of shares or debentures or other
 securities of or by the Company or any of its subsidiary undertakings in
 which offer he or his associate(s) is/are or may be entitled to participate
 as a holder of securities or in the underwriting or sub-underwriting of which
 he is to participate;


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
any proposal concerning any other body corporate in which he
 (together with his associates) does not to his knowledge have an interest (as
 the term is used in Part VI of the Act) in five per cent. or 





139






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
more of the issued equity share capital of any class of such body
 corporate or of the voting rights available to members of such body
 corporate;


	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
any proposal relating to an arrangement for the benefit of the
 employees of the Company or any of its subsidiary undertakings which does not
 award him any privilege or benefit not generally awarded to the employees to
 whom such arrangement relates; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(f)

	
any proposal concerning insurance which the Company proposes to
 maintain or purchase for the benefit of the Directors or for the benefit of
 persons who include Directors.”;


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
(q)

	
by inserting the words “or the interests of his associate(s)” after
 the words “Director’s interest” in Article 134.1 so that Article 134.1 reads
 as follows: 


	
 

	
 

	
 

	
 


	
 

	
“134.1

	
If any question arises at any meeting as to the materiality of a
 Director’s interest or the interests of his associate(s) (other than the
 Chairman’s interest) or as to the entitlement of any Director (other than the
 Chairman) 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 the quorum, such question shall be referred to the Chairman of the
 meeting. The Chairman’s ruling in relation to the Director concerned shall be
 final and conclusive.”;


	
 

	
 

	
 

	
 


	
 

	
(r)

	
by inserting the words “or the interests of his associate(s)” after
 the words “Chairman’s interest” in Article 135.1 so that Article 135.1 reads
 as follows:


	
 

	
 

	
 

	
 


	
 

	
“135.1

	
If any question arises at any meeting as to the materiality of the
 Chairman’s interest or the interests of his associate(s) or as to the
 entitlement of the Chairman 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 the quorum, such question shall be decided by resolution
 of the Directors or committee members present at the meeting (excluding the
 Chairman), whose majority vote shall be final and conclusive.”;


	
 

	
 

	
 

	
 


	
 

	
(s)

	
by deleting the word “and” at the end of Article 137.1(a);


	
 

	
 

	
 

	
 


	
 

	
(t)

	
by deleting “.” at the end of Article 137.1(b) and substituting
 therefor “; and”;


	
 

	
 

	
 

	
 


	
 

	
(u)

	
by inserting the following new Article as Article 137.1(c):


	
 

	
 

	
 

	
 


	
 

	
 

	
“(c)

	
an “associate” of a Director shall mean any person who is for the
 purposes of the Act connected (which word shall have the meaning given
 thereto by section 346 of the Act) with a Director and any person who is an
 associate of a Director within the meaning of rule 1.01 of the rules
 governing the listing of securities on The Hong Kong Stock Exchange.”; and


	
 

	
 

	
 

	
 


	
 

	
(v)

	
by deleting the existing Article 168 and substituting therefor the
 following new Article 168:





140






	
 

	
 

	
 

	
 


	
 

	
 

	
“168 Right to indemnity


	
 

	
 

	
 

	
 


	
 

	
168.1

	
Subject to the provisions of the Act, but without prejudice to any
 indemnity to which he may be otherwise entitled, every Director, alternate
 Director, Secretary or other officer of the Company shall be entitled to be
 indemnified out of the assets of the Company against all costs, charges,
 losses, damages and liabilities incurred by him in the actual or purported
 execution and/or discharge of his duties or exercise of his powers and/or
 otherwise in relation to or in connection with his duties, powers or office,
 provided that this Article 168.1 shall be deemed not to provide for, or
 entitle any such person to, indemnification to the extent that it would cause
 this Article 168.1, or any element of it, to be treated as void under the
 Act.”.





Sir John Bond
Chairman


141







No. 617987


THE COMPANIES ACTS 1985 AND 1989






PUBLIC COMPANY LIMITED BY SHARES


RESOLUTIONS


of


HSBC Holdings plc






Passed 26 May 2006






          At
the Annual General Meeting of HSBC Holdings plc held at the Barbican Hall,
Barbican Centre, London EC2 on Friday, 26 May 2006, the following Resolutions
were passed:


ORDINARY RESOLUTION


	
 

	
 

	
 

	
 


	
5

	
THAT the Directors be and they are hereby generally and
 unconditionally authorised pursuant to and for the purposes of section 80 of
 the Companies Act 1985 (“the Act”) to exercise all the powers of the Company
 to allot relevant securities (within the meaning of that section) up to an
 aggregate nominal amount of £100,000 and €100,000 (in each such case in the
 form of 10,000,000 non-cumulative preference shares), US$85,500 (in the form
 of 8,550,000 noncumulative preference shares) and US$1,137,200,000 (in the
 form of Ordinary Shares of US$0.50 each (“Ordinary Shares”)) provided that
 this authority shall be limited so that, otherwise than pursuant to:


	
 

	
 


	
 

	
(a)

	
a rights issue or other issue the subject of an offer or invitation,
 open for acceptance for a period fixed by the Directors, to:


	
 

	
 

	
 


	
 

	
 

	
(i)

	
Ordinary Shareholders where the relevant securities respectively
 attributable to the interests of all Ordinary Shareholders are proportionate
 (or as nearly as may be) to the respective number of Ordinary Shares held by
 them; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
holders of securities, bonds, debentures or warrants which, in
 accordance with the rights attaching thereto, are entitled to participate in
 such a rights issue or other issue, but subject to such exclusions or 





142






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
other arrangements as the Directors may deem necessary or expedient
 in relation to fractional entitlements or securities represented by
 depositary receipts or having regard to any restrictions, obligations or
 legal problems under the laws of or the requirements of any regulatory body
 or stock exchange in any territory or otherwise howsoever; or


	
 

	
 

	
 


	
 

	
(b)

	
the terms of any share plan for employees of the Company or any of
 its subsidiary undertakings; or 


	
 

	
 

	
 


	
 

	
(c)

	
any scrip dividend scheme or similar arrangements implemented in
 accordance with the Articles of Association of the Company; or 


	
 

	
 

	
 


	
 

	
(d)

	
the allotment of up to 10,000,000 non-cumulative preference shares of
 £0.01 each, 8,550,000 non-cumulative preference shares of US$0.01 each and
 10,000,000 non-cumulative preference shares of €0.01 each in the capital of
 the Company, 


	
 

	
 

	
 


	
 

	
the nominal amount of relevant securities to be allotted by the
 Directors pursuant to this authority wholly for cash shall not in aggregate,
 together with any allotment of other equity securities authorised by
 sub-paragraph (b) of Resolution 6 set out in the Notice convening this
 Meeting, exceed US$284,300,000 (being equal to approximately 5 per cent of
 the nominal amount of Ordinary Shares of the Company in issue at the latest
 practicable date prior to the printing of the Notice of this Meeting) and
 such authority shall expire at the conclusion of the Annual General Meeting
 of the Company to be held in 2007 save that this authority shall allow the
 Company before the expiry of this authority to make offers or agreements
 which would or might require relevant securities to be allotted after such
 expiry and the Directors may allot relevant securities in pursuance of such
 offers or agreements as if the authority conferred hereby had not expired.





SPECIAL RESOLUTION


	
 

	
 

	
 


	
6

	
THAT the Directors be and are hereby empowered pursuant to section 95
 of the Companies Act 1985 (“the Act”): 


	
 

	
 


	
 

	
(a)

	
subject to the passing of Resolution 5 set out in the Notice
 convening this Meeting, to allot equity securities (as defined by section 94
 of the Act) the subject of the authority granted by Resolution 5; and 


	
 

	
 

	
 


	
 

	
(b)

	
to allot any other equity securities (as defined by section 94 of the
 Act) which are held by the Company in treasury, 


	
 

	
 

	
 


	
 

	
in each case as if section 89(1) of the Act did not apply to any such
 allotment, provided that this power shall expire at the conclusion of the
 Annual General Meeting of the Company to be held in 2007 save that this power
 shall enable the Company before the expiry of this power to make offers or
 agreements which would or might require equity securities to be allotted
 after such expiry and the Directors may allot equity securities in pursuance
 of such offers or agreements as if the power conferred hereby had not
 expired.





143






ORDINARY RESOLUTIONS


	
 

	
 

	
 


	
7

	
THAT the Company be and is hereby generally and unconditionally
 authorised to make market purchases (within the meaning of section 163 of the
 Companies Act 1985) of Ordinary Shares of US$0.50 each in the capital of the
 Company (“Ordinary Shares”) and the Directors are authorised to exercise such
 authority provided that:


	
 

	
 


	
 

	
(a)

	
the maximum number of Ordinary Shares hereby authorised to be purchased
 is 1,137,200,000 Ordinary Shares; 


	
 

	
 

	
 


	
 

	
(b)

	
the minimum price (exclusive of expenses) which may be paid for each
 Ordinary Share is US$0.50 (or the equivalent in the relevant currency in
 which the purchase is effected calculated by reference to the spot rate of
 exchange for the purchase of United States dollars with such other currency
 as quoted by HSBC Bank plc in the London Foreign Exchange Market at or about
 11.00 am (London time) on the business day (being a day on which banks are
 ordinarily open for the transaction of normal banking business in London)
 prior to the date on which the Ordinary Share is contracted to be purchased,
 in each case such rate to be the rate as conclusively certified by an officer
 of HSBC Bank plc); 


	
 

	
 

	
 


	
 

	
(c)

	
the maximum price (exclusive of expenses) which may be paid for each
 Ordinary Share is the lower of (i) 105 per cent of the average of the middle
 market quotations for the Ordinary Shares (as derived from the Daily Official
 List of the London Stock Exchange plc) for the five dealing days immediately
 preceding the day on which the Ordinary Share is contracted to be purchased
 or (ii) 105 per cent of the average of the closing prices of the Ordinary
 Shares on The Stock Exchange of Hong Kong Limited for the five dealing days
 immediately preceding the day on which the Ordinary Share is contracted to be
 purchased, in each case converted (where relevant) into the relevant currency
 in which the purchase is effected calculated by reference to the spot rate of
 exchange for the purchase of such currency with the currency in which the
 quotation and/or price is given as quoted by HSBC Bank plc in the London
 Foreign Exchange Market at or about 11.00 am (London time) on the business
 day prior to the date on which the Ordinary Share is contracted to be
 purchased, in each case such rate to be the rate as conclusively certified by
 an officer of HSBC Bank plc;


	
 

	
 

	
 


	
 

	
(d)

	
unless previously revoked or varied this authority shall expire at
 the conclusion of the Annual General Meeting of the Company to be held in
 2007; and


	
 

	
 

	
 


	
 

	
(e)

	
the Company may prior to the expiry of this authority make a contract
 to purchase Ordinary Shares under this authority which will or may be
 executed wholly or partly after such expiry and may make a purchase of Ordinary
 Shares pursuant to any such contract.


	
 

	
 

	
 


	
8

	
THAT pursuant to Article 104.1 of the Articles of Association of the
 Company with effect from 1 January 2006 each non-executive Director (other
 than an alternate 





144






	
 

	
 


	
 

	
Director) shall be entitled to receive £65,000 per annum by way of
 fees for his or her services as a Director and no such fee shall be payable
 to any executive Director.





Sir John Bond

Chairman


145






No. 617987


THE COMPANIES ACTS 1985 AND 1989






PUBLIC COMPANY LIMITED BY SHARES


RESOLUTIONS


of


HSBC Holdings plc






Passed 25 May 2007






          At the
Annual General Meeting of HSBC Holdings plc held at the Barbican Hall, Barbican
Centre, London EC2 on Friday, 25 May 2007, the following Resolutions were
passed:


ORDINARY RESOLUTION


	
 

	
 

	
 

	
 


	
5

	
THAT the Directors be and they are hereby generally and
 unconditionally authorised pursuant to and for the purposes of section 80 of
 the Companies Act 1985 (“the Act”) to exercise all the powers of the Company
 to allot relevant securities (within the meaning of that section) up to an
 aggregate nominal amount of £100,000 and $100,000 (in each such case in the
 form of 10,000,000 non-cumulative preference shares), US$85,500 (in the form
 of 8,550,000 non-cumulative preference shares) and US$1,158,660,000 (in the
 form of Ordinary Shares of US$0.50 each (“Ordinary Shares”)) provided that
 this authority shall be limited so that, otherwise than pursuant to:


	
 

	
 


	
 

	
(a)

	
a rights issue or other issue the subject of an offer or invitation,
 open for acceptance for a period fixed by the Directors, to: 


	
 

	
 

	
 


	
 

	
 

	
(i)

	
Ordinary Shareholders where the relevant securities respectively
 attributable to the interests of all Ordinary Shareholders are proportionate
 (or as nearly as may be) to the respective number of Ordinary Shares held by
 them; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
holders of securities, bonds, debentures or warrants which, in
 accordance with the rights attaching thereto, are entitled to participate in
 such a rights issue or other issue, but subject to such exclusions or other
 arrangements as the Directors may deem necessary or expedient in relation to
 fractional entitlements or securities represented by 





146






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
depositary receipts or having regard to any restrictions, obligations
 or legal problems under the laws of or the requirements of any regulatory
 body or stock exchange in any territory or otherwise howsoever; or


	
 

	
 

	
 

	
 


	
 

	
(b)

	
the terms of any share plan for employees of the Company or any of
 its subsidiary undertakings; or


	
 

	
 

	
 


	
 

	
(c)

	
any scrip dividend scheme or similar arrangements implemented in
 accordance with the Articles of Association of the Company; or


	
 

	
 

	
 


	
 

	
(d)

	
the allotment of up to 10,000,000 non-cumulative preference shares of
 £0.01 each, 10,000,000 non-cumulative preference shares of €0.01 each and
 8,550,000 noncumulative preference shares of US$0.01 each in the capital of
 the Company, 


	
 

	
 

	
 


	
 

	
the nominal amount of relevant securities to be allotted by the
 Directors pursuant to this authority wholly for cash shall not in aggregate,
 together with any allotment of other equity securities authorised by
 sub-paragraph (b) of Resolution 6 set out in the Noticeconvening this
 Meeting, exceed US$289,665,000 (being equal to approximately 5 percent of the
 nominal amount of Ordinary Shares of the Company in issue at the latest
 practicable date prior to the printing of the Notice of this Meeting) and
 such authority shall expire at the conclusion of the Annual General Meeting
 of the Company to be held in 2008 save that this authority shall allow the
 Company before the expiry of this authority to make offers or agreements
 which would or might require relevant securities to be allotted after such
 expiry and the Directors may allot relevant securities in pursuance of such
 offers or agreements as if the authority conferred hereby had not expired.





SPECIAL RESOLUTION


	
 

	
 

	
 


	
6

	
THAT the
 Directors be and are hereby empowered pursuant to section 95 of the Companies
 Act 1985 (“the Act”):


	
 

	
 


	
 

	
(a)

	
subject to
 the passing of Resolution 5 set out in the Notice convening this Meeting, to
 allot equity securities (as defined by section 94 of the Act) the subject of
 the authority granted by Resolution 5; and


	
 

	
 

	
 


	
 

	
(b)

	
to allot any
 other equity securities (as defined by section 94 of the Act) which are held
 by the Company in treasury, 


	
 

	
 

	
 


	
 

	
in each case
 as if section 89(1) of the Act did not apply to any such allotment, provided
 that this power shall expire at the conclusion of the Annual General Meeting
 of the Company to be held in 2008 save that this power shall enable the
 Company before the expiry of this power to make offers or agreements which
 would or might require equity securities to be allotted after such expiry and
 the Directors may allot equity securities in pursuance of such offers or
 agreements as if the power conferred hereby had not expired.





ORDINARY RESOLUTIONS


147






	
 

	
 

	
 


	
7

	
THAT the Company be and is hereby generally and unconditionally
 authorised to make market purchases (within the meaning of section 163 of the
 Companies Act 1985) of Ordinary Shares of US$0.50 each in the capital of the
 Company (“Ordinary Shares”) and the Directors are authorised to exercise such
 authority provided that: 


	
 

	
 

	
 


	
 

	
(a)

	
the maximum number of Ordinary Shares hereby authorised to be
 purchased is 1,158,660,000 Ordinary Shares;


	
 

	
 

	
 


	
 

	
(b)

	
the minimum price (exclusive of expenses) which may be paid for each
 Ordinary Share is US$0.50 (or the equivalent in the relevant currency in
 which the purchase is effected calculated by reference to the spot rate of
 exchange for the purchase of United States dollars with such other currency
 as quoted by HSBC Bank plc in the London Foreign Exchange Market at or about
 11.00 am (London time) on the business day (being a day on which banks are
 ordinarily open for the transaction of normal banking business in London)
 prior to the date on which the Ordinary Share is contracted to be purchased,
 in each case such rate to be the rate as conclusively certified by an officer
 of HSBC Bank plc);


	
 

	
 

	
 


	
 

	
(c)

	
the maximum price (exclusive of expenses) which may be paid for each
 Ordinary Share is the lower of (i) 105 per cent of the average of the middle
 market quotations for the Ordinary Shares (as derived from the Daily Official
 List of London Stock Exchange plc) for the five dealing days immediately
 preceding the day on which the Ordinary Share is contracted to be purchased or
 (ii) 105 per cent of the average of the closing prices of the Ordinary Shares
 on The Stock Exchange of Hong Kong Limited for the five dealing days
 immediately preceding the day on which the Ordinary Share is contracted to be
 purchased, in each case converted (where relevant) into the relevant currency
 in which the purchase is effected calculated by reference to the spot rate of
 exchange for the purchase of such currency with the currency in which the
 quotation and/or price is given as quoted by HSBC Bank plc in the London
 Foreign Exchange Market at or about 11.00 am (London time) on the business
 day prior to the date on which the Ordinary Share is contracted to be
 purchased, in each case such rate to be the rate as conclusively certified by
 an officer of HSBC Bank plc; 


	
 

	
 

	
 


	
 

	
(d)

	
unless previously revoked or varied this authority shall expire at
 the conclusion of the Annual General Meeting of the Company to be held in
 2008; and 


	
 

	
 

	
 


	
 

	
(e)

	
the Company may prior to the expiry of this authority make a contract
 to purchase Ordinary Shares under this authority which will or may be
 executed wholly or partly after such expiry and may make a purchase of
 Ordinary Shares pursuant to any such contract.


	
 

	
 

	
 


	
8

	
THAT the Directors be and are hereby empowered:


	
 

	
 

	
 


	
 

	
(a)

	
to exercise the power conferred upon them by Article 151 of the
 Articles of Association of the Company (as from time to time varied) so that,
 to the extent and in the manner determined by the Directors, the holders of
 Ordinary Shares 





148






	
 

	
 

	
 


	
 

	
 

	
of US$0.50 each in the Company (“Ordinary Shares”) be permitted to
 elect to receive new Ordinary Shares, credited as fully paid instead of all
 or part of any dividend (including interim dividends) payable up to the
 conclusion of the Annual General Meeting in 2012;


	
 

	
 

	
 


	
 

	
(b)

	
to capitalise from time to time the appropriate nominal amount or
 amounts of new shares of the Company falling to be allotted pursuant to
 elections made under the Company’s scrip dividend scheme out of the amount or
 amounts standing to the credit of any reserve account or fund of the Company,
 as the Directors may determine, to apply that sum in paying up in full the
 relevant number of such new shares and to allot such new shares pursuant to
 such elections; and


	
 

	
 

	
 


	
 

	
(c)

	
generally to implement the Company’s scrip dividend scheme on such
 terms and conditions as the Directors may from time to time determine and to
 take such other actions as the Directors may deem necessary or desirable from
 time to time in respect of the Company’s scrip dividend scheme.


	
 

	
 

	
 


	
9

	
THAT the Company be and is hereby generally and unconditionally
 authorised for the purposes of Part XA of the Companies Act 1985 (as amended)
 (“the Act”) to make donations to EU political organisations and to incur EU
 political expenditure (as such terms are defined in section 347A of the Act)
 up to a maximum aggregate amount of £250,000 provided that such authority
 shall expire on the earlier of the conclusion of the Annual General Meeting
 of the Company to be held in 2008 and the date on which the last of sections
 239 and 362 to 379 (inclusive) of the Companies Act 2006 come into force.


	
 

	
 

	
 


	
10

	
THAT HSBC Bank plc be and is hereby generally and unconditionally
 authorised for the purposes of Part XA of the Companies Act 1985 (as amended)
 (“the Act”) to make donations to EU political organisations and to incur EU
 political expenditure (as such terms are defined in section 347A of the Act)
 up to a maximum aggregate amount of £50,000 provided that such authority
 shall expire on the earlier of the conclusion of the Annual General Meeting
 of the Company to be held in 2008 and the date on which the last of sections
 239 and 362 to 379 (inclusive) of the Companies Act 2006 come into force.


	
 

	
 

	
 


	
11

	
THAT the Company be authorised, subject to and in accordance with the
 provisions of the Companies Act 2006 and the Articles of Association of the
 Company (as from time to time varied), to send, convey or supply all types of
 notices, documents or information to the members by means of electronic
 equipment for the processing (including by means of digital compression),
 storage and transmission of data, using wires, radio optical technologies, or
 any other electromagnetic means, including by making such notices, documents
 or information available on a website. 





SPECIAL RESOLUTION


	
 

	
 

	
 


	
12

	
THAT the Articles of Association of the Company be and are hereby
 altered as follows:


	
 

	
 

	
 


	
 

	
(a)

	
by inserting into Article 2.1 the following words:





149






	
 

	
 

	
 

	
 


	
 

	
 

	
“2006 Act subject to paragraph 2.3 of this Article, the Companies Act
 2006”;


	
 

	
 

	
 


	
 

	
(b)

	
by deleting from Article 2.1 the following words:


	
 

	
 

	
 


	
 

	
 

	
“communication

	
has the meaning given to it in the Electronic Communications Act
 2000”;


	
 

	
 

	
 

	
 


	
 

	
(c)

	
by deleting from Article 2.1 the following words:


	
 

	
 

	
 


	
 

	
 

	
“electronic communication 

	
has the meaning given to it in the Electronic Communications Act 2000
 and “electronic communications” shall be construed accordingly”, and
 substituting therefor the words:


	
 

	
 

	
 

	
 


	
 

	
 

	
“electronic form

	
has the meaning given in section 1168 of the 2006 Act, and shall include
 provision of any information or document on a website, and references to
 “electronic copy”, “electronic communication” and “electronic means” shall be
 construed accordingly”;


	
 

	
 

	
 

	
 


	
 

	
(d)

	
by inserting into Article 2.1 the following words: 


	
 

	
 

	
 


	
 

	
 

	
“hard copy

	
any document sent or supplied in a paper copy or similar form capable
 of being read by the recipient”;


	
 

	
 

	
 

	
 


	
 

	
(e)

	
by inserting into Article 2.4 the words “or the 2006 Act, as
 appropriate” so that Article 2.4 reads as follows: 


	
 

	
 

	
 


	
 

	
 

	
“Save as aforesaid, and unless the context otherwise requires, words
 or expressions contained in these Articles shall bear the same meaning as in
 the Act or the 2006 Act, as appropriate.”;


	
 

	
 

	
 


	
 

	
(f)

	
by inserting into Article 79A.1 the words “, the 2006 Act” so that
 the introductory words of Article 79A.1 begin as follows: 


	
 

	
 

	
 


	
 

	
 

	
“From time to time the Directors may (consistently with the Act, the
 2006 Act and these Articles) make such regulations and establish such
 procedures as they consider appropriate to receive and verify the appointment
 or revocation of a proxy. Any such regulations may be general or specific to
 a particular meeting.”;


	
 

	
 

	
 


	
 

	
(g)

	
by deleting from Article 81.1, 81.3, 81.4(a), 81.5 and 81.6 the words
 “section 212 of the Act” and substituting therefor the words “section 793 of
 the 2006 Act”, 


	
 

	
 

	
 


	
 

	
 

	
by deleting from Article 81.4(b) the words “section 212 of the Act”
 and substituting therefor the words “sections 820 to 825 of the 2006 Act”, 


	
 

	
 

	
 


	
 

	
 

	
by deleting from Article 81.4(e)(i) the words “section 428 of the Act” and
 substituting therefor the words “section 974 of the 2006 Act”, by deleting





150






	
 

	
 

	
 


	
 

	
 

	
from Article 81.4(e)(ii) the words “section 207 of the Financial Services Act
 1986” and substituting therefor the words “section 285 of the Financial Services
 and Markets Act 2000”, and


	
 

	
 

	
 


	
 

	
 

	
by deleting from Article 81.7 the words “section 216 of the Act” and
 substituting therefor the words “section 794 of the 2006 Act”;


	
 

	
 

	
 


	
 

	
(h)

	
by deleting Article 95;


	
 

	
 

	
 


	
 

	
(i)

	
by deleting from Article 132.1(d) the words “Part VI of the Act” and
 substituting therefor the words “Part 22 of the 2006 Act”;


	
 

	
 

	
 


	
 

	
(j)

	
by deleting the existing Article 159 and substituting therefor the
 following new Article 159:


	
 

	
 

	
 


	
 

	
“159

	
Form of Notices


	
 

	
 

	
 


	
 

	
159.1

	
Notwithstanding anything to the contrary in these Articles, any
 notice, document or information to be given, sent, issued, deposited, served
 or delivered (or the equivalent) to or by any person pursuant to these
 Articles (other than a notice calling a meeting of the Directors) shall be in
 writing and, if the Board in its absolute discretion considers appropriate
 for any purpose or purposes under these Articles, any such notice, document
 or information shall be deemed given, sent, issued, deposited, served or
 delivered (or the equivalent) where it is sent in electronic form to an
 address for the time being notified for that purpose to the person giving
 such notice, document or information, but subject always to the provisions of
 Article 162. In the case of notices or other documents or information sent in
 electronic form the Board may make this subject to such terms and conditions
 as it shall in its absolute discretion consider appropriate, subject to and
 in accordance with the provisions of the 2006 Act. Nothing in these Articles
 shall affect any requirement of the Act and the 2006 Act that any particular
 offer, notice or other document or information be served in any particular
 manner.


	
 

	
 

	
 


	
 

	
159.2

	
For the purposes of these Articles, notices, documents or information
 may be sent in electronic form by the Company to a person where (i) such
 person has agreed (generally or specifically) that the notice, document or
 information may be sent or supplied in that form (and has not revoked that
 agreement), including on a website (ii) the notice, document or information
 (as the case may be) is a notice, document or information to which that
 agreement applies and (iii) in the case of a notice, document or information
 being made available on a website, a notice is sent to the person, in a
 manner for the time being agreed for that purpose between that person and the
 Company notifying such person, of (a) the publication of that notice,
 document or information on the website (b) the address of the website and (c)
 the place on that website where the notice, document or information may be
 accessed, and how it may be accessed, and in any such case the notification
 referred to in this Article 159.2 shall be treated as the relevant notice for
 the purposes of these Articles. 





151






	
 

	
 

	
 

	
 


	
 

	
159.3

	
Subject to the 2006 Act, any notice, document or information is
 validly sent or supplied by the Company if it is made available on a website.


	
 

	
 

	
 


	
 

	
159.4

	
Subject to the members having resolved that the Company may send or
 supply notices, documents or information to members by making them available
 on a website, where the Company requests the agreement of a person to receive
 specified notices, documents or information by means of a website and the
 Company does not receive a response within the period of 28 days (or such shorter
 period as may be required by statute) from the date the Company’s request was
 sent, such person shall be deemed to have agreed to receive such notices,
 documents or information by the means specified in the request.


	
 

	
 

	
 


	
 

	
159.5

	
The Company shall, at the request of a member, also provide such
 member, within 21 days of the receipt by the Company of the request, with a
 hard copy of any document sent in electronic form in accordance with these
 Articles.


	
 

	
 

	
 


	
 

	
159.6

	
Any amendment or revocation of a notification given to the Company
 under this Article 159 shall only take effect if it is delivered to the
 Company in writing, signed by the member and on actual receipt by the Company
 thereof.”;


	
 

	
 

	
 


	
(k)

	
by inserting the following new Article 159A:


	
 

	
 


	
 

	
“159A

	
Authentication


	
 

	
 

	
 


	
 

	
159A.1

	
For the purposes of these Articles, the Company shall treat
 any document received by it as sufficiently authenticated if:


	
 

	
 


	
 

	
 

	
(a)

	
where the document is sent in hard copy form, it is signed by the
 person who sent it; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
where the document is sent in electronic form, it has been
 authenticated in such manner as the Board may, in its absolute discretion,
 from time to time, determine, provided that, where a document is sent or
 supplied to the Company by a person on behalf of another, the Board may, in
 its absolute discretion, request that the sender also provide such reasonable
 evidence of their authority to act on such other’s behalf as the Board may
 specify before the document may be treated as sufficiently authenticated.”; 


	
 

	
 

	
 

	
 


	
 

	
(l)

	
by inserting the following new Article 162.4:


	
 

	
 

	
 


	
 

	
 

	
“162.4 Any notice, document or other information sent or supplied to
 a member by means of the Company’s website, in accordance with Article 159,
 shall be deemed to have been received by the intended recipient when the
 material was first made available on the website or, if later, at the time
 the intended recipient received (or is deemed to have received) notice of the
 fact the material was available on the Company’s website.”; and





152






	
 

	
 

	
 


	
 

	
(m)

	
by deleting from Article 163.1 the words “section 212 of the Act” and
 substituting therefor the words “section 793 of the 2006 Act”. 





Stephen Green

Chairman


153







No. 617987 


THE COMPANIES ACT 2006


	
 


	




	
 


	
PUBLIC COMPANY LIMITED BY SHARES


	
 


	
RESOLUTIONS


	
 


	
of


	
 


	
HSBC Holdings plc


	
 


	




	
 


	
Passed 30 May 2008


	
 


	








          At the
Annual General Meeting of HSBC Holdings plc held at the Barbican Hall, Barbican
Centre, London EC2 on Friday, 30 May 2008, the following Resolutions were
passed:


ORDINARY RESOLUTION


	
 

	
 

	
 

	
 


	
5

	
THAT the Directors be and they are hereby generally and
 unconditionally authorised pursuant to and for the purposes of section 80 of
 the Companies Act 1985 (the “Act”) to exercise all the powers of the Company
 to allot relevant securities (within the meaning of that section) up to an
 aggregate nominal amount of £100,000 and €100,000 (in each such case in the
 form of 10,000,000 non-cumulative preference shares), US$85,500 (in the form
 of 8,550,000 noncumulative preference shares) and US$1,186,700,000 (in the
 form of Ordinary Shares of US$0.50 each (“Ordinary Shares”)) provided that
 this authority shall be limited so that, otherwise than pursuant to:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
a rights
 issue or other issue the subject of an offer or invitation, open for
 acceptance for a period fixed by the Directors, to:


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
Ordinary Shareholders where the relevant securities respectively
 attributable to the interests of all Ordinary Shareholders are proportionate
 (or as nearly as may be) to the respective number of Ordinary Shares held by
 them; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
holders of securities, bonds, debentures or warrants which, in
 accordance with the rights attaching thereto, are entitled to participate in
 such a rights issue or other issue, but subject to such exclusions or other
 arrangements as the Directors may deem necessary or expedient in relation to
 fractional entitlements or securities represented by depositary receipts or
 having regard to any restrictions, obligations or legal problems under the
 laws of 





154







	
 

	
 

	
 


	
 

	
 

	
or the requirements of any regulatory body or stock exchange in any
 territory or otherwise howsoever; or









	
 

	
 

	
 


	
 

	
(b)

	
the terms of
 any share plan for employees of the Company or any of its subsidiary
 undertakings; or


	
 

	
 

	
 


	
 

	
(c)

	
any scrip
 dividend scheme or similar arrangements implemented in accordance with the
 Articles of Association of the Company; or 


	
 

	
 

	
 


	
 

	
(d)

	
the
 allotment of up to 10,000,000 non-cumulative preference shares of £0.01 each,
 10,000,000 non-cumulative preference shares of €0.01 each and 8,550,000
 noncumulative preference shares of US$0.01 each in the capital of the
 Company, 


	
 

	
 

	
 


	
 

	
the nominal
 amount of relevant securities to be allotted by the Directors pursuant to
 this authority wholly for cash shall not in aggregate, together with any
 allotment of other equity securities authorised by sub-paragraph (b) of
 Resolution 6 set out in the Notice convening this Meeting, exceed
 US$296,675,000 (being equal to approximately 5 per cent of the nominal amount
 of Ordinary Shares of the Company in issue at the latest practicable date
 prior to the printing of the Notice of this Meeting) and such authority shall
 expire at the conclusion of the Annual General Meeting of the Company to be held
 in 2009 save that this authority shall allow the Company before the expiry of
 this authority to make offers or agreements which would or might require
 relevant securities to be allotted after such expiry and the Directors may
 allot relevant securities in pursuance of such offers or agreements as if the
 authority conferred hereby had not expired.


	
 

	
 

	
 


	
SPECIAL RESOLUTION


	
 

	
 

	
 


	
6

	
THAT the
 Directors be and are hereby empowered pursuant to section 95 of the Companies
 Act 1985 (“the Act”):


	
 

	
 

	
 


	
 

	
(a)

	
subject to the passing of Resolution 5 set out in the Notice
 convening this Meeting, to allot equity securities (as defined by section 94
 of the Act) the subject of the authority granted by Resolution 5; and


	
 

	
 

	
 


	
 

	
(b)

	
to allot any other equity securities (as defined by section 94 of the
 Act) which are held by the Company in treasury, 


	
 

	
 

	
 


	
 

	
in each case
 as if section 89(1) of the Act did not apply to any such allotment, provided
 that this power shall expire at the conclusion of the Annual General Meeting
 of the Company to be held in 2009 save that this power shall enable the
 Company before the expiry of this power to make offers or agreements which
 would or might require equity securities to be allotted after such expiry and
 the Directors may allot equity securities in pursuance of such offers or
 agreements as if the power conferred hereby had not expired.





ORDINARY RESOLUTION


155







	
 

	
 

	
 


	
7

	
THAT the Company be and is hereby generally and unconditionally
 authorised to make market purchases (within the meaning of section 163 of the
 Companies Act 1985) of Ordinary Shares of US$0.50 each in the capital of the
 Company (“Ordinary Shares”) and the Directors are authorised to exercise such
 authority provided that: 


	
 

	
 

	
 


	
 

	
(a)

	
the maximum
 number of Ordinary Shares hereby authorised to be purchased is 1,186,700,000
 Ordinary Shares;


	
 

	
 

	
 


	
 

	
(b)

	
the minimum
 price (exclusive of expenses) which may be paid for each Ordinary share is
 US$0.50 (or the equivalent in the relevant currency in which the purchase is
 effected calculated by reference to the spot rate of exchange for the
 purchase of United States dollars with such other currency as quoted by HSBC
 Bank plc in the London Foreign Exchange Market at or about 11.00 am (London
 time) on the business day (being a day on which banks are ordinarily open for
 the transaction of normal banking business in London) prior to the date on
 which the Ordinary Share is contracted to be purchased, in each case such
 rate to be the rate as conclusively certified by an officer of HSBC Bank
 plc);


	
 

	
 

	
 


	
 

	
(c)

	
the maximum
 price (exclusive of expenses) which may be paid for each Ordinary Share is
 the lower of (i) 105 per cent of the average of the middle market quotations
 for the Ordinary Shares (as derived from the Daily Official List of London
 Stock Exchange plc) for the five dealing days immediately preceding the day
 on which the Ordinary Share is contracted to be purchased or (ii) 105 per
 cent of the average of the closing prices of the Ordinary Shares on The Stock
 Exchange of Hong Kong Limited for the five dealing days immediately preceding
 the day on which the Ordinary Share is contracted to be purchased, in each
 case converted (where relevant) into the relevant currency in which the
 purchase is effected calculated by reference to the spot rate of exchange for
 the purchase of such currency with the currency in which the quotation and/or
 price is given as quoted by HSBC Bank plc in the London Foreign Exchange
 Market at or about 11.00 am (London time) on the business day prior to the
 date on which the Ordinary Share is contracted to be purchased, in each case
 such rate to be the rate as conclusively certified by an officer of HSBC Bank
 plc;


	
 

	
 

	
 


	
 

	
(d)

	
unless
 previously revoked or varied this authority shall expire at the conclusion of
 the Annual General Meeting of the Company to be held in 2009; and


	
 

	
 

	
 


	
 

	
(e)

	
the Company
 may prior to the expiry of this authority make a contract to purchase
 Ordinary Shares under this authority which will or may be executed wholly or
 partly after such expiry and may make a purchase of Ordinary Shares pursuant
 to any such contract.


	
 

	
 

	
 


	
SPECIAL RESOLUTIONS


	
 

	
 


	
8

	
THAT the
 Articles of Association of the Company be and are hereby altered as follows:





156







	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
by deleting
 from the definition of “recognised person” in Article 2.1 the words “section
 185(4) of the Act” and substituting therefor the words “section 778(2) of the
 2006 Act”;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
by inserting
 at the end of the definition of “Principal Register” in Article 2.1 the words
 “and sections 121 and 128 of the 2006 Act” so that Article 2.1 reads as
 follows:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
“Principal
 Register

	
 

	
the register
 of members of the Company to be kept pursuant to section 352 of the Act and
 sections 121 and 128 of the 2006 Act”;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(c)

	
by inserting
 into the definition of “Secretary” in Article 2.1 before the word “Act” the
 word “2006”;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(d)

	
by deleting
 from Article 2.5 the words “or an extraordinary resolution shall also be
 effective, and where an extraordinary resolution is required a special
 resolution” so that Article 2.5 reads as follows: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
          “Where
 for any purpose an ordinary resolution of the Company is required, a special
 resolution shall also be effective.”;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(e)

	
by deleting
 from Article 35.1 the words “and without giving any reason”;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(f)

	
by inserting
 into Article 36.1 the words “, together with the reasons for the refusal,” so
 that Article 36.1 reads as follows:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
“36.1

	
If the Board
 refuses to register a transfer of a share it shall, within two months after
 the date on which the transfer was lodged with the Company send notice of the
 refusal, together with the reasons for the refusal, to the transferee. 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. All
 instruments of transfer which are registered may be retained by the
 Company.”;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(g)

	
by deleting
 from each of Articles 48.1, 49.1 and 166.2 the words “an extraordinary” and
 substituting therefor the words “a special”;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(h)

	
by inserting
 into in each of Articles 52.1, 55.2, 66.1, 71.1, 80.1, 92.1, 96.1, 97.1(b),
 117.1, 141.1, 142.1, 143.1, 154.1, 168.1, 169.1 and 170.2(j) the word “2006”
 before the word “Act”;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(i)

	
by deleting
 from Article 54.1 the words “section 368 of the Act” and substituting
 therefor the words “sections 303-305 of the 2006 Act”;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(j)

	
by deleting
 the existing Article 55.1 and substituting therefor the following new Article
 55.1:


	
 

	
 

	
 


	
 

	
 

	
“55.1 An
 annual general meeting shall be convened by not less than 21 clear days’
 notice in writing. An extraordinary general meeting shall be convened





157







	
 

	
 

	
 

	
 


	
 

	
 

	
by not less
 than 14 clear days’ notice in writing or such longer period as may be
 required by law from time to time.”;


	
 

	
 

	
 


	
 

	
(k)

	
by deleting
 from each of Articles 55.3(d) and 69.1 the words “or extraordinary”;


	
 

	
 

	
 


	
 

	
(l)

	
by inserting
 into Article 55.4 the words “and to any other person who may be entitled to
 receive it” so that Article 55.4 reads as follows:


	
 

	
 

	
 


	
 

	
 

	
“55.4 The
 notice shall be given to the members (other than any who, under the
 provisions of these Articles or of any restrictions imposed on any shares,
 are not entitled to receive notice from the Company), to the Directors, to
 the Auditors and to any other person who may be entitled to receive it.”;


	
 

	
 

	
 

	
 


	
 

	
(m)

	
by deleting
 from Article 55.5 the words “section 376(2)(b) of the Act” and substituting
 therefor the words “sections 314(2)(b) and 338(3)(b) of the 2006 Act”;


	
 

	
 

	
 

	
 


	
 

	
(n)

	
by deleting
 from Article 66.1 the words “at the meeting” wherever they appear and
 substituting therefor the words “on the resolution”, by inserting the words
 “(excluding any voting rights attached to any shares in the Company held as
 treasury shares)” into Article 66.1(c) and by inserting the words “(excluding
 shares in the Company conferring a right to vote on the resolution which are
 held as treasury shares)” into Article 66.1(d) so that Article 66.1 reads as
 follows:


	
 

	
 

	
 

	
 


	
 

	
 

	
“66.1 At any
 general meeting a resolution put to a vote of the meeting shall be decided on
 a show of hands, unless (before or on the declaration of the result of the
 show of hands) a poll is duly demanded. Subject to the provisions of the 2006
 Act, a poll may be demanded by:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
the Chairman
 of the meeting; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
by at least
 five members present in person or by proxy and entitled to vote on the
 resolution; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
a member or
 members present in person or by proxy representing not less than one-tenth of
 the total voting rights of all the members having the right to vote on the resolution
 (excluding any voting rights attached to any shares in the Company held as
 treasury shares); or


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
a member or
 members present in person or by proxy holding shares conferring a right to
 vote on the resolution, 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 (excluding shares in the Company conferring a
 right to vote on the resolution which are held as treasury shares).”;


	
 

	
 

	
 

	
 


	
 

	
(o)

	
by deleting
 from Article 79.1 the words “at least 48 hours before the commencement of the
 meeting or adjourned meeting or the taking of the poll 





158







	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
at which the
 appointment of proxy is used” and substituting therefor the words “in the
 case of a meeting or adjourned meeting at which the appointment of proxy is
 used, at least 48 hours before the time for holding the meeting or adjourned
 meeting and, in the case of a poll taken more than 48 hours after it was
 demanded at which the appointment of proxy is used, at least 24 hours before
 the time appointed for the taking of the poll” so that Article 79.1 reads as
 follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
“79.1

	
A vote given
 or poll demanded in accordance with the terms of an appointment of proxy
 shall be valid notwithstanding the death or mental disorderr of the principal
 or the revocation of the appointment of proxy, or of the authority under
 which the appointment of proxy was executed or submitted, or the transfer of
 the share in respect of which the appointment of proxy is given, unless
 notice in writing of such death, mental disorder, revocation or transfer
 shall have been received by the Company at the Office, or at such other place
 or places or address as has or have been appointed for the deposit or receipt
 of appointments of proxy, in the case of a meeting or adjourned meeting at
 which the appointment of proxy is used, at least 48 hours before the time for
 holding the meeting or adjourned meeting and, in the case of a poll taken
 more than 48 hours after it was demanded at which the appointment of proxy is
 used, at least 24 hours before the time appointed for the taking of the
 poll.”;


	
 

	
 

	
 

	
 

	
 


	
 

	
(p)

	
by inserting
 into each of Articles 87.1, 109.1, 115.1 and 119.1 the words “and the 2006
 Act” after the words “the Act” wherever they appear;


	
 

	
 

	
 

	
 

	
 


	
 

	
(q)

	
by inserting
 into Article 117.1 the words “(other than directors, former directors or
 shadow directors)” so that Article 117.1 reads as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
“117.1

	
The Board
 may exercise any power conferred on the Company by the 2006 Act to make
 provision for the benefit of persons (other than directors, former directors
 or shadow directors) employed or formerly employed by the Company or any of
 its subsidiaries in connection with the cessation or the transfer to any
 person of the whole or part of the undertaking of the Company or that
 subsidiary.”;


	
 

	
 

	
 

	
 

	
 


	
 

	
(r)

	
by inserting
 into Article 137.1(a) before the word “Act”, wherever it appears, the word
 “2006” and deleting the words “section 346” and substituting therefor the
 words “sections 252-256” so that the Article 137.1(a) reads as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
“(a)

	
 

	
an interest
 of a person who is for the purposes of the 2006 Act connected (which word
 shall have the meaning given thereto by sections 252-256 of the 2006 Act)
 with a Director shall be treated as an interest of the Director;”;


	
 

	
 

	
 

	
 

	
 


	
 

	
(s)

	
by inserting
 into Article 137.1(c) before the word “Act”, wherever it appears, the word
 “2006” and deleting the words “section 346” and substituting 





159







	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
therefor the
 words “sections 252-256” so that the Article 137.1(c) reads as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
“(c)

	
 

	
an
 “associate” of a Director shall mean any person who is for the purposes of
 the 2006 Act connected (which word shall have the meaning given thereto by
 sections 252-256 of the 2006 Act) with a Director and any person who is an
 associate of a Director within the meaning of rule 1.01 of the rules
 governing the listing of securities on The Hong Kong Stock Exchange.”;


	
 

	
 

	
 

	
 

	
 


	
 

	
(t)

	
by inserting
 into Article 138.1 after the words “the Act” the words “, the 2006 Act,”;


	
 

	
 

	
 

	
 

	
 


	
 

	
(u)

	
by inserting
 into Article 139.1 the words “or by a Director in the presence of a witness
 who attests the signature” so that Article 139.1 reads as follows: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
“139.1

	
A document
 signed by a Director and by the Secretary or by two Directors or by a
 Director in the presence of a witness who attests the signature and expressed
 (in whatever form of words) to be executed by the Company shall have the same
 effect as if it were executed under the Seal, provided that no instrument shall
 be so signed which makes it clear on its face that it is intended by the
 person or persons making it to have effect as a deed without the authority of
 a resolution of the Board or of a committee of the Board authorised in that
 behalf. An instrument or document which is executed by the Company as a deed
 shall not be deemed to be delivered by the Company solely as a result of it
 having been executed by the Company.”;


	
 

	
 

	
 

	
 

	
 


	
 

	
(v)

	
by inserting
 into Article 155.1 the words “and the 2006 Act (as appropriate)” so that
 Article 155.1 reads as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
“155.1

	
The Board
 shall cause accounting records to be kept in accordance with the Act and the
 2006 Act (as appropriate).”;


	
 

	
 

	
 

	
 

	
 


	
 

	
(w)

	
by deleting
 the existing Article 157.1 and substituting therefor the following new
 Article 157.1:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
“157.1

	
Except as
 provided in Article 158, the Directors’ and Auditors’ reports, together with
 copies of the balance sheet and every document required by the Act or the
 2006 Act (as appropriate) to be annexed to the balance sheet and copies of
 the profit and loss account or income and expenditure account (subject to the
 provisions of section 230 of the Act or section 408 of the 2006 Act, as
 appropriate) shall, not less than 21 clear days before the annual general
 meeting before which they are to be laid, be delivered, sent by post or made
 available on the Company’s website to every member and holder of debentures
 of the Company, to the Auditors and to any other person who may be entitled
 to receive them. However, this Article shall not require a copy of those
 documents to be sent to any person who under the provisions of these Articles
 is not entitled to receive notices from the Company or of





160






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
whose address the Company is unaware or to any holder of debentures
 of whose address the Company is unaware or to more than one of the joint
 holders of any shares or debentures. If all or any of the shares in or
 debentures of the Company are listed or dealt in on any stock exchange, there
 shall at the same time be forwarded to the secretary of that stock exchange
 such number of copies of each of those documents as the regulations of that
 stock exchange may require.”; 


	
 

	
 

	
 


	
 

	
(x)

	
by deleting the existing Article 158.1 and substituting therefor the
 following new Article 158.1: 


	
 

	
 

	
 


	
 

	
 

	
“158.1

	
The Company may, in accordance with section 251 of the Act or
 sections 426- 429 and sections 434-435 of the 2006 Act (as appropriate) and
 any regulations made under the Act or the 2006 Act (as appropriate) send a
 summary financial statement to any member, holder of debentures of the
 Company or other person who is entitled to receive notice of general meetings
 instead of or in addition to the documents referred to in Article 157. Where
 it does so, the statement shall be delivered, sent by post or made available
 on the Company’s website to the member, holder of debentures of the Company
 or other person entitled to receive notice not less than 21 clear days before
 the annual general meeting before which those documents are to be laid.”; and


	
 

	
 

	
 

	
 


	
          (y)      by
 inserting into Article 170.2(l) the words “or the 2006 Act (as appropriate)”
 so that Article 170.2(l) reads as follows:


	
 

	
 

	
 

	
 


	
 

	
          “(l)              
the Board may utilise the relevant system to the fullest extent available from
 time to time in the exercise of the Company’s powers or functions under the
 Act or the 2006 Act (as appropriate) or these Articles or otherwise in
 effecting any actions”. 


	
 

	
 

	
 

	
 


	
9

	
THAT, with effect from 1 October 2008, the Articles of Association of
 the Company be and are hereby altered as follows:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
by inserting into Article 130.1 the word “2006” before the word “Act”
 and deleting the words “Article 131 is” and substituting therefor the words
 Articles 130A, if appropriate, and 131 are” so that the introductory words of
 Article 130.1 begin as follows:


	
 

	
 

	
 

	
 


	
 

	
 

	
“130.1

	
Subject to the provisions of the 2006 Act and provided that Articles
 130A, if appropriate, and 131 are complied with, a Director, notwithstanding
 his office:”;


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
by deleting the existing Article 130.1(d) and substituting therefor
 the following new Article 130.1(d):


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
“(d) shall not be liable to account to the Company for any profit,
 remuneration or other benefit realised by any such office, employment,
 contract, arrangement, transaction or proposal or from any interest in





161







	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
any body corporate and no such contract, arrangement, transaction,
 proposal or interest shall be avoided on the grounds of any such interest or
 benefit nor shall the receipt of any such profit, remuneration or any other
 benefit constitute a breach of his duty under the 2006 Act not to accept
 benefits from third parties.”;


	
 

	
 

	
 

	
 

	
 


	
 

	
(c)

	
by inserting a new Article 130A as follows:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
“130A Power of the Board to authorise
 conflicts of interest


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
130A.1

	
The Board may authorise any matter proposed to it in accordance with
 these Articles which would, if not so authorised, involve a breach by a
 Director of his duty to avoid conflicts of interest under section 175 of the
 2006 Act, including, without limitation, any matter which relates to a
 situation in which a Director has, or can have, an interest which conflicts,
 or possibly may conflict, with the interest of the Company (including the
 exploitation of any property, information or opportunity, whether or not the
 Company could take advantage of it, but excluding any situation which cannot
 reasonably be regarded as likely to give rise to a conflict of interest). The
 provisions of this Article do not apply to a conflict of interest arising in
 relation to a transaction or arrangement with the Company.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
130A.2

	
Any such authorisation will be effective only if:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
the matter arose on or after 1 October 2008;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
any requirement as to quorum at the meeting at which the matter is
 considered is met without counting the Director in question of any other
 interested Director; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
the matter was agreed to without their voting or would have been
 agreed to if their votes had not been counted.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
130A.3

	
The Board may (whether at the time of the giving of the authorization
 or subsequently) make any such authorisation subject to any limits or
 conditions it expressly imposes but such authorisation is otherwise given to
 the fullest extent permitted.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
130A.4

	
The Board may vary or terminate any such authorisation at any time.”;


	
 

	
 

	
 

	
 

	
 


	
 

	
(d)

	
by deleting the existing Article 131 and substituting therefor the
 following new Articles 131, 131A, 131B and 131C:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
“131 Declaration of interests


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
131.1 A

	
Director shall declare the nature and extent of his interest in a
 matter within Article 130A to the other Directors.





162







	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
131.2 

	
A Director who is aware that he is in any way interested in a proposed
 transaction or arrangement with the Company must declare the nature and
 extent of his interest to the other Directors.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
131.3 

	
A Director who is aware that he is in any way interested in a
 transaction or arrangement that has been entered into by the Company must
 declare the nature and extent of his interest to the other Directors, unless
 the interest has already been declared under Article 131.2.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
131.4

	
The declaration of interest must (in the case of Article 131.3) and
 may, but need not (in the case of Article 131.1 or 131.2), be made:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
at a meeting of the Directors; or


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
by general or specific notice to the Directors in accordance with the
 2006 Act.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
131.5

	
If a declaration of interest, or deemed declaration of interest,
 proves to be, or becomes, inaccurate or incomplete, a further disclosure must
 be made.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
131.6

	
Any declaration of interest required by Article 131.1 above must be
 made as soon as reasonably practicable.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
131.7

	
Any declaration of interest required by Article 131.2 above must be
 made before the Company enters into the transaction or arrangement or, in the
 case of an interest which arose before 1 October 2008, at the first meeting
 of the Directors at which the question of entering into the proposed
 transaction or arrangement is first taken into consideration.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
131.8

	
Any declaration of interest under Article 131.3 above must be made as soon as
 reasonably practicable. Failure to comply with this requirement does not
 affect the underlying duty to make the declaration of interest.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
131.9

	
For the purposes of Articles 131.1, 131.2 and 131.3, a Director need
 not declare an interest which arose on or after 1 October 2008:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
if it cannot reasonably be regarded as likely to give rise to a
 conflict of interest;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
if, or to the extent that, the other Directors are already aware of
 it; or


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
if, or to the extent that, it concerns terms of his service contract
 that have been or are to be considered:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(i)

	
by a meeting of the Directors; or





163







	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(ii)

	
by a committee of the Directors appointed for the purpose under these
 Articles.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
131A

	
Entitlement to keep information
 confidential


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
131A.1

	
Subject to Article 131A.2, a Director shall be under no duty to the
 Company with respect to any information which he obtains or has obtained
 otherwise than as a Director of the Company and in respect of which he has a
 duty of confidentiality to another person. In particular, the Director shall
 not be in breach of the general duties he owes to the Company under sections
 171-177 of the 2006 Act because he fails: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
to disclose any such information to the Board or to any Director or
 other officer or employee of the Company; and/or


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
to use or apply any such information in performing his duties as a
 Director of the Company.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
131A.2

	
To the extent that the relationship between a Director and a person
 to whom he owes a duty of confidentiality gives rise to a conflict of
 interest or possible conflict of interest, Article 131A.1 applies only if the
 existence of that relationship has been authorised by the Board pursuant to
 Article 130A.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
131B

	
Avoiding conflicts of interest


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
131B.1

	
Where the existence of a Director’s relationship with another person
 has been authorised by the Board pursuant to Article 130A (and subject to any
 limits or conditions imposed pursuant to Article 130A.3) and his relationship
 with that person gives rise to a conflict of interest or possible conflict of
 interest, the Director shall not be in breach of the general duties he owes
 to the Company under sections 171-177 of the 2006 Act because he:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
absents himself from meetings of the
 Board at which any matter relating to the conflict of interest or possible
 conflict of interest will or may be discussed or from the discussion of any
 such matter at a meeting or otherwise; and/or


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
makes arrangements not to receive documents and information relating
 to any matter which gives rise to the conflict of interest or possible
 conflict of interest sent or supplied by the Company and/or makes
 arrangements for such documents and information to be received and read by a professional
 adviser, for so long as he reasonably believes such conflict of interest or
 possible conflict of interest subsists.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
131C

	
Overriding principles





164







	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
131C.1

	
The provisions of Articles 131A and 131B are without prejudice to any
 equitable principle or rule of law which may excuse the Director from:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
disclosing information in circumstances where disclosure would
 otherwise be required under these Articles; or


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
attending meetings or discussions or receiving documents and
 information as referred to in Article 131B, in circumstances where such
 attendance or receiving such documents and information would otherwise be
 required under these Articles.”;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(e)

	
by deleting the word “or” from the end of Article 132.1(e) and
 inserting into the end of Article 132.1(f) the word “; or” and inserting into
 Article 132.1 the following new Article 132.1(g):


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
“(g) the giving of any other indemnity or any proposal concerning the
 funding of expenditure by one or more Directors on defending proceedings
 against him or them, or doing anything to enable such Director or Directors
 to avoid incurring such expenditure, where all other Directors are also being
 offered indemnities or funding on substantially the same terms.”; and


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(f)

	
by deleting the existing Article 137.1 and substituting therefor the
 following new Article 137.1:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
“137.1 For the purposes of Articles 130 to 137:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
a conflict of interest includes a conflict of interest and duty and a
 conflict of duties;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
an interest means a direct or an indirect interest, and for these
 purposes an interest of a person who is for the purposes of the 2006 Act
 connected (which word shall have the meaning given thereto by sections 252-256
 of the 2006 Act) with a Director shall be treated as an interest of the
 Director;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
an interest, transaction, arrangement or proposal of which a Director
 is aware includes an interest, transaction, arrangement or proposal of which
 that Director ought reasonably to be aware;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
in relation to an alternate Director, an interest of his appointor
 shall be treated as an interest of the alternate Director in addition to any
 interest which the alternate Director otherwise has; and


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
an “associate” of a Director shall mean any person who is for the
 purposes of the 2006 Act connected (which word shall have the meaning given
 thereto by sections 252-256 of the 2006 Act) with a Director and any person
 who is an associate of a Director within the meaning of rule 1.01 of the
 rules governing the listing of securities on The Hong Kong Stock Exchange.”.





165






ORDINARY
RESOLUTION 


	
 

	
 

	
 

	
 

	
 

	
 


	
10

	
THAT the amended rules of the HSBC Share Plan (the main features of
 which are summarised in Appendix III to the Chairman’s letter to Shareholders
 dated 3 April 2008 and a copy of which has been signed for the purposes of
 identification by the Chairman of the Meeting) are hereby approved and that
 the Directors are hereby authorised to do whatever may be necessary or
 expedient to carry the amended HSBC Share Plan into effect.





Stephen Green

Chairman


166







No. 617987 


THE COMPANIES ACT 1948 


and


THE COMPANIES ACTS 1985 AND 1989 


PUBLIC COMPANY LIMITED BY SHARES


	
 

	
 

	
 


	
 

	


	
 





MEMORANDUM OF ASSOCIATION

(As
altered by Special Resolutions passed on 20 July 1981, 18 December 1990, 25
March 1991, 
and 28 May 1999, which came into effect on 2 July 1999)


OF


HSBC Holdings plc


	
 

	
 

	
 


	
11

	
The name of the Company is
 “HSBC Holdings plc”. 


	
 

	
 


	
22

	
The Company is to be a
 public company. 


	
 

	
 


	
3

	
The Registered Office of
 the Company will be situate in England. 


	
 

	
 


	
4

	
The objects for which the
 Company is established are:- 


	
 

	
 

	
 


	
 

	
4.13

	
To act as the holding and
 co-ordinating company of the group of companies of which the Company is for
 the time being the holding company and in particular (but without prejudice
 to the generality of the foregoing) to co-ordinate the administration,
 policies, management, supervision, control, research, planning, business
 operations and any and all other activities of any company or companies or
 group of companies any securities of which are held, directly or indirectly,
 by or on behalf of the Company or which is or are associated in any other
 manner with the Company, to enter into any arrangements with, or in relation
 to, any such company or group for sharing profits or losses, union of
 interests, joint venture, reciprocal concessions or co-operation, the
 provision of finance and subsidies or otherwise as may be thought expedient,
 to act as managers, controllers, administrators, advisers and consultants of
 or to any such company or group or all or any part of its business operations,
 and generally to perform any services or undertake any 


	
 

	
 

	
 


	




	
1 The original name was “Vernat Trading Co. Limited” which name was
 changed on 10 February 1959 to “Vernat Eastern Agencies Limited”, on 13
 August 1981 to “Silom Limited” and on 12 December 1990 to “HSBC Holdings
 Limited”. The Company was converted into a public company limited by shares
 on 24 December 1990.


	
2 As altered by Special Resolution passed on
 18 December 1990.


	
3 As altered by Special Resolution passed on
 25 March 1991.





167







	
 

	
 

	
 

	
 


	
 

	
 

	
duties to or on behalf of
 or in any other manner assist any such company or group as aforesaid in any
 such case with or without remuneration in any part of the world.


	
 

	
 

	
 

	
 


	
 

	
4.2

	
To carry on in any part of
 the world the business of banking of all kinds and to transact and do all
 matters and things incidental thereto, or which may at any time hereafter, at
 any place where the Company shall carry on business, be usually carried on as
 part of or in connection with, or which may conduce to or be calculated to
 facilitate or render profitable the transaction of, the business of banking
 or dealing in money or securities of any kind; and, in particular, and
 without prejudice to such generality:--


	
 

	
 

	
 


	
 

	
 

	
(i)

	
To receive money on loan,
 deposit, current account or otherwise, with or without security, to obtain
 the use and control of money and securities, and to employ and use the same. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
To advance or lend money
 with or without security. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
To draw, make, accept,
 endorse, grant, discount, acquire, buy, sell, issue, negotiate, transfer,
 hold, invest, or deal in and honour, retire, pay or secure obligations,
 instruments (whether negotiable or not) and securities of every kind. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
To grant, issue,
 negotiate, honour, retire and pay letters of credit, circular notes, drafts
 and other instruments and securities of every kind. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
To buy, sell and deal in
 foreign exchange, precious metals, bullion and specie. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(vi)

	
To contract for public and
 private loans and to negotiate and issue the same. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(vii)

	
To receive money,
 securities, documents and valuables on deposit or for safe custody or
 otherwise. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(viii)

	
To collect and transmit
 money and securities and to act as agent for the receipt of money or of documents
 and for the delivery of documents. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ix)

	
To guarantee or otherwise
 accept responsibility for the genuineness and validity of obligations,
 instruments, deeds and documents of all kinds. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(x)

	
To guarantee or otherwise
 become responsible for the performance of obligations or contracts of every
 kind by any company or person. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(xi)

	
To promote, effect,
 insure, guarantee, underwrite, secure the subscription or placing of,
 subscribe or tender for or procure the subscription of, participate in,
 manage or carry out any issue, public or private, of state, municipal or
 other loans, or of shares, stocks, 





168







	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
debentures, or debenture
 stock of any company and to lend money for the purposes of any such issue.


	
 

	
 

	
 

	
 


	
 

	
 

	
(xii)

	
To receive security for
 the implementation of any obligations.


	
 

	
 

	
 

	
 


	
 

	
 

	
(xiii)

	
To grant indemnities
 against loss and risks of all kinds.


	
 

	
 

	
 

	
 


	
 

	
(c)

	
To carry on financial
 business and financial operations of all kind, and in particular and without
 prejudice to the generality of the foregoing to finance or assist in the
 financing of the sale of goods, articles or commodities of all and every kind
 whether by way of personal loan, hire purchase, instalment finance, deferred
 payment or otherwise, to acquire by assignment or otherwise, debts due and
 owing to any person or company and to collect such debts and to constitute
 and to act as managers of unit trusts and investment trusts and to issue and
 transact business in respect of all types of bankers’ payment systems and to
 carry on all kinds of insurance business and generally to act as insurance
 brokers or in any other capacity, and to import, export, buy, sell, barter,
 exchange, let on hire, pledge, make advances upon or otherwise deal in any
 property whether tangible or intangible.


	
 

	
 

	
 

	
 


	
 

	
(d)

	
To undertake the office of
 trustee, custodian trustee, administrator, receiver, treasurer, registrar or
 secretary and to undertake and execute trusts of all kinds and in particular
 to act as trustee of any deeds constituting or securing any debentures,
 debenture stock or other securities or obligations.


	
 

	
 

	
 


	
4.3

	
To purchase, take on lease
 or in exchange, hire or otherwise acquire and hold, for any estate or
 interest, and manage any lands, buildings, servitude, easements, rights, privileges,
 concessions, machinery, plant, stock-in-trade and any heritable or moveable
 real or personal property of any kind. 


	
 

	
 


	
4.4

	
To purchase or otherwise
 acquire any patents, brevets d’invention, licences, concessions, copyrights,
 trade marks, designs and the like, conferring any exclusive or non-exclusive
 or limited right to use, or any secret or other information as to any
 invention, process or development which may seem to the Company capable of
 being used for any of the purposes of the Company, or the acquisition of
 which may seem calculated directly or indirectly to benefit the Company, to
 use, exercise, develop, grant licences in respect of or otherwise turn to
 account any of the same and with a view to the working and development of the
 same to carry on any business whatsoever, whether manufacturing or otherwise,
 which the Company may think calculated directly or indirectly to achieve
 these objects. 


	
 

	
 


	
4.5

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


	
 

	
 


	
4.6

	
To enter into partnerships
 or into any arrangement for sharing profits, union of interests,
 co-operation, reciprocal concessions or otherwise with any person or 





169







	
 

	
 


	
 

	
company for the purpose of
 carrying on business within any of the objects of the Company.


	
 

	
 


	
4.7

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


	
 

	
 


	
4.8

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


	
 

	
 


	
4.9

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


	
 

	
 


	
4.10

	
To construct, erect,
 maintain, alter, replace or remove any buildings, works, offices, erections,
 plant, machinery, tools, or equipment as may seem desirable for any of the
 businesses or in the interests of the Company; and to manufacture, buy, sell
 and generally deal in any plant, tools, machinery, goods or things of any
 description which may be conveniently dealt with in connection with any of
 the Company’s objects. 


	
 

	
 


	
4.11

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


	
 

	
 


	
4.12

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


	
 

	
 


	
4.13

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


	
 

	
 


	
4.14

	
To guarantee or otherwise
 support or secure, either with or without the Company receiving any
 consideration or advantage and whether by personal covenant or by mortgaging
 or charging all or part of the undertaking, property, assets and rights
 present and future and uncalled capital of the Company or by both such
 methods or by any other means whatsoever, the liabilities and obligations of
 and the payment of 





170







	
 

	
 


	
 

	
any moneys whatsoever
 (including but not limited to capital, principal, premiums, interest,
 dividends, costs and expenses on any stocks, shares or securities) by any
 person, firm or company whatsoever including but not limited to any company
 which is for the time being the holding company or a subsidiary (both as
 defined by section 736 of the Companies Act 1985) of the Company or of the
 Company’s holding company or is controlled by the same person or persons as
 control the Company or is otherwise associated with the Company in its
 business. 


	
 

	
 


	
4.15

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


	
 

	
 


	
4.16

	
To make, draw, accept,
 endorse and negotiate bills of exchange or other negotiable instruments and
 to receive money on deposit or loan. 


	
 

	
 


	
4.17

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


	
 

	
 


	
4.18

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


	
 

	
 


	
4.19

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


	
 

	
 


	
4.20

	
To make loans or donations
 to such persons and in such cases (and in the case of loans either of cash or
 of other assets) as the Company may think directly or indirectly conducive to
 any of its objects or otherwise expedient. 


	
 

	
 


	
4.21

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


	
 

	
 


	
4.22

	
To subscribe for, purchase
 or otherwise acquire, take, hold, or sell any shares or stock, bonds,
 debentures or debenture stock, or other securities or obligations of any
 company and to invest or lend any of the moneys of the Company not
 immediately required for its operations in such manner, with or without
 security, as the Company may think fit. 





171







	
 

	
 


	
4.23

	
To amalgamate with any
 other company whose objects are or include objects similar to those of the
 Company and on any terms whatsoever. 


	
 

	
 


	
4.24

	
To procure the Company to
 be registered or recognised in any country or place abroad. 


	
 

	
 


	
4.25

	
To obtain any provisional
 or other order or Act of Parliament of this country or of the legislature of
 any other State for enabling the Company to carry any of its objects into
 effect, or for effecting any modifications of the Company’s constitution, or
 for any other purpose which may seem expedient, and to oppose any proceeding
 or application which may seem calculated, directly or indirectly, to
 prejudice the Company’s interests 


	
 

	
 


	
4.26

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


	
 

	
 


	
4.27

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


	
 

	
 


	
4.28

	
To establish and maintain
 or procure the establishment and maintenance of contributory or
 non-contributory pension or superannuation funds for the benefit of the
 persons referred to below, to grant emoluments, pensions, allowances,
 donations, gratuities and bonuses to such persons and to make payments for or
 towards insurance on the life or lives of such persons; to establish,
 subsidise, subscribe to or otherwise support any institution, association,
 society, club, trust, other establishment, or fund, the support of which may,
 in the opinion of the Company, be calculated directly or indirectly to
 benefit the Company or any such persons, or may be connected with any place
 where the Company carries on business; to institute and maintain any
 institution, association, society, club, trust or other establishment or
 profit-sharing scheme calculated to advance the interests of the Company or
 such persons; to join, participate in and subsidise or assist any association
 of employers or employees or any trade association; and to subscribe or
 guarantee money for charitable or benevolent objects or for any public,
 general or useful object or for any exhibition; the said persons are any
 persons who are or were at any time in the employment or service of the
 Company or of any company being at the relevant time the holding company or a
 subsidiary (both as defined by section 736 Companies Act 1985) of the Company
 or of the Company’s holding company or is otherwise associated with the
 Company in its business or who are or were at any time directors or officers
 of the Company or of such other company as aforesaid, and holding or who held
 any salaried employment or office in the Company or such other company, and
 the wives, widows, families or dependants of any such persons. 


	
 

	
 


	
4.29

	
To purchase and maintain
 for any Director or other officer of the Company any insurance policy
 indemnifying such officer against liability for negligence, default, breach
 of duty or breach of trust or any other liabilities which may be lawfully
 insured against. 





172







	
 

	
 

	
 


	
4.30

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


	
 

	
 


	
4.31

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


	
 

	
 


	
4.32

	
To carry on business as a
 general commercial company. 


	
 

	
 


	
4.33

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


	
 

	
 


	
 

	
It is hereby declared
 that: 


	
 

	
 


	
 

	
(a)

	
the word “company” in this
 Clause, except where used in reference to the Company, shall be deemed to
 include any partnership or other body of persons, whether incorporated or not
 incorporated, and wheresoever domiciled, and whether now existing or
 hereafter to be formed; and 


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
5

	
The liability of the
 members is limited.


	
 

	
 

	
 


	
64

	
The capital of HSBC
 Holdings plc was by virtue of a Special Resolution and with the sanction of
 an Order of the High Court of Justice dated 30 June 1999 reduced from
 HK$20,000,000,000 divided into 2,000,000,000 Ordinary Shares of HK$10 each
 and 








	
 


	




	
4 By conditional Special Resolutions
 duly passed on 28 May 1999 (the conditions to which were satisfied on 2 July
 1999), each existing Ordinary Share of US$1.50 each was sub-divided into
 three Ordinary Shares of US$0.50 each and the authorised share capital of the
 Company denominated in United States dollars was then increased from
 US$4,203,714,753 divided into 8,407,429,506 Ordinary Shares of US$0.50 each
 to US$5,250,000,000 divided into 10,500,000,000 Ordinary Shares of US$0.50
 each.


	
By a Special
 Resolution passed on 26 May 2000 the 500,000,000 authorised but unissued
 non-cumulative preference shares of £1 each were cancelled, and the
 authorised share capital of the Company was increased by the creation of
 10,000,000 non-cumulative preference shares of £0.01 each, 10,000,000
 non-cumulative preference shares of US$0.01 each and 10,000,000
 non-cumulative preference shares of €0.01 each.


	
By a Special
 Resolution passed on 25 May 2001 the authorised share capital of the Company
 denominated in United States dollars was increased to US$7,500,100,000 by the
 creation of an additional 4,500,000,000 Ordinary Shares of US$0.50 each.





173







	
 

	
 


	
 

	
£1,625,301,500 divided
 into 1,500,000,000 Ordinary Shares of 75p each, 500,000,000 Non-cumulative
 Preference Shares of £1 each and 301,500 Non-voting Deferred Shares of £1
 each to £500,301,500 divided into 500,000,000 Non-cumulative Preference
 Shares of £1 each and 301,500 Non-voting Deferred Shares of £1 each. It is
 further provided by the said Special Resolution that, contingent upon the
 said reduction of capital taking effect, the authorised share capital of the
 Company be increased by US$4,203,714,753 by the creation of 2,802,476,502
 Ordinary Shares of US$1.50 each. The capital of the Company is accordingly on
 the registration of this Minute US$4,203,714,753 divided into 2,802,476,502 Ordinary
 Shares of US$1.50 each and £500,301,500 divided into 500,000,000
 Non-cumulative Preference Shares of £1 each and 301,500 Non-voting Deferred
 Shares of £1 each, of which all the said Non-voting Deferred Shares have been
 issued and are deemed to be fully paid up and none of the Non-Cumulative
 Preference Shares or Ordinary Shares has been issued. 


	
 

	
 


	
 

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








	
 

	
 

	
 


	


	



	
NAMES AND
 ADDRESSES AND

 DESCRIPTION OF SUBSCRIBERS

	
Number of
 Shares taken by each Subscriber


	


	



	
JEAN HERBERT

	
One


	
 

	
156 Strand

	
 


	
 

	
London WC2

	
 


	
 

	
Company
 Director

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
THOMAS ARTHUR HERBERT

	
One


	
 

	
156 Strand

	
 


	
 

	
London WC2

	
 


	
 

	
Barrister-at-Law

	
 


	


	


	






Dated the 18th day of January 1956


WITNESS to the above
Signatures 


CHRISTINE FREDA HERBERT

7 The Avenue Muswell Hill London N10 

Company Director 


174







ARTICLES OF ASSOCIATION


CONTENTS


	
 

	
 

	
 


	
Article No Page

	
Page


	
 

	
 

	
 


	
PRELIMINARY

	
 


	
1

	
Table
 “A” not to apply

	
14


	
2

	
Interpretation

	
14


	
3

	
Registered
 Office and Head Office

	
18


	
 

	
 

	
 


	
SHARE CAPITAL

	
 


	
4

	
Share
 Capital

	
18


	
5

	
Rights
 of the Sterling Preference Shares

	
18


	
5A

	
Rights
 of the Dollar Preference Shares

	
26


	
5B

	
Rights
 of the Euro Preference Shares

	
34


	
5C

	
Rights of the Non-voting Deferred Shares

	
41


	
6

	
Allotment

	
42


	
7

	
Redeemable shares

	
43


	
8

	
Power to attach rights

	
43


	
9

	
Stock and share warrants to bearer

	
43


	
10

	
Commission and brokerage

	
44


	
11

	
Trusts not to be recognised

	
44


	
 

	
 

	
 


	
SHARE CERTIFICATES

	
 


	
12

	
Right to certificates

	
44


	
13

	
Replacement certificates

	
45


	
 

	
 

	
 


	
LIEN ON SHARES 

	
 


	
14

	
Lien on shares not fully paid

	
45


	
15

	
Enforcement of lien by sale

	
46


	
16

	
Application of proceeds of sale

	
46


	
 

	
 


	
CALLS ON SHARES

	
 


	
17

	
Calls

	
46


	
18

	
Interest on calls

	
47


	
19

	
Rights of member when call unpaid

	
47


	
20

	
Sums due on allotment treated as calls

	
47


	
21

	
Power to differentiate

	
47


	
22

	
Payment in advance of calls

	
47


	
23

	
Delegation of power to make calls

	
47


	
24

	
Indemnity against claims in respect of shares

	
48


	
 

	
 


	
FORFEITURE OF SHARES

	
 


	
25

	
Notice if call not paid

	
48


	
26

	
Forfeiture for non-compliance

	
49


	
27

	
Notice after forfeiture

	
49


	
28

	
Forfeiture may be annulled

	
49


	
29

	
Surrender

	
49


	
30

	
Disposal of forfeited shares

	
49





175







	
 

	
 

	
 


	
31

	
Effect of forfeiture

	
50


	
32

	
Extinction of claims

	
50


	
33

	
Evidence of forfeiture

	
50


	
 

	
 


	
TRANSFER OF SHARES

	
 


	
34

	
Form of transfer

	
50


	
35

	
Right to refuse registration

	
51


	
36

	
Notice of refusal

	
51


	
37

	
Closing of Registers

	
51


	
38

	
Fees on registration

	
52


	
39

	
Other powers in relation to transfers

	
52


	
40

	
[Deleted]

	
52


	
 

	
 


	
TRANSMISSION OF SHARES

	
 


	
41

	
On death

	
52


	
42

	
Election of person entitled by transmission

	
52


	
43

	
Rights on transmission

	
53


	
 

	
 


	
DESTRUCTION OF DOCUMENTS

	
 


	
44

	
Destruction of documents

	
53


	
 

	
 


	
ALTERATION OF SHARE
 CAPITAL

	
 


	
45

	
Increase, consolidation, cancellation and sub-division

	
54


	
46

	
Fractions

	
54


	
47

	
Reduction of capital

	
55


	
48

	
Purchase of own shares

	
56


	
 

	
 


	
VARIATION OF CLASS
 RIGHTS

	
 


	
49

	
Sanction to variation

	
56


	
50

	
Class meetings

	
56


	
51

	
Deemed variation

	
57


	
 

	
 


	
GENERAL MEETINGS

	
 


	
52

	
Annual general meetings

	
57


	
53

	
Extraordinary general meetings

	
57


	
54

	
Convening of extraordinary general meetings

	
57


	
55

	
Notice of general meetings

	
57


	
56

	
Omission to send notice

	
58


	
56A

	
Postponement of General Meetings

	
58


	
57

	
Special business

	
59


	
 

	
 


	
PROCEEDINGS AT GENERAL
 MEETINGS

	
 


	
58

	
Quorum

	
59


	
59

	
If quorum not present

	
59


	
60

	
Chairman

	
59


	
61

	
Entitlement to attend and speak

	
60


	
62

	
Power to adjourn

	
60


	
63

	
Notice of adjourned meeting

	
60


	
64

	
Business of adjourned meeting

	
60


	
65

	
Accommodation of members at meeting

	
60


	
 

	
 


	
VOTING

	
 





176







	
 

	
 

	
 


	
66

	
Method of voting

	
61


	
67

	
Chairman’s declaration conclusive on show of hands

	
62


	
68

	
Objection to error in voting

	
62


	
69

	
Amendment to resolutions

	
62


	
70

	
Procedure on a poll

	
62


	
71

	
Votes of members

	
63


	
72

	
Casting vote

	
63


	
73

	
Restriction on voting rights for unpaid calls etc

	
63


	
73A

	
Votes not counted where abstention required

	
64


	
74

	
Voting by proxy

	
64


	
75

	
Form of proxy

	
64


	
76

	
Deposit or receipt of proxy

	
64


	
77

	
More than one proxy may be appointed

	
65


	
78

	
Board may supply proxy cards

	
65


	
79

	
Revocation of proxy

	
66


	
79A

	
Directors’ powers to establish verification procedures in connection
 with proxies

	
66


	
80

	
Corporate representative

	
66


	
81

	
Failure to disclose interests in shares

	
67


	
 

	
 


	
UNTRACED MEMBERS

	
 


	
82

	
Power of sale

	
69


	
83

	
Application of proceeds of sale

	
70


	
 

	
 


	
APPOINTMENT, RETIREMENT
 AND REMOVAL OF DIRECTORS

	
 


	
84

	
Number of Directors

	
70


	
85

	
Power of Company to appoint Directors

	
70


	
86

	
Power of Board to appoint Directors

	
70


	
87

	
Appointment of executive Directors

	
71


	
88

	
Eligibility of new Directors

	
71


	
89

	
Share qualification

	
71


	
90

	
Resolution for appointment

	
71


	
91

	
Retirement by rotation

	
71


	
92

	
Directors subject to retirement by rotation

	
72


	
93

	
Position of retiring Director

	
72


	
94

	
Deemed re-appointment

	
72


	
95

	
[Deleted]

	
72


	
96

	
Removal by ordinary resolution

	
72


	
97

	
Vacation of office by Director

	
72


	
98

	
Resolution as to vacancy conclusive

	
73


	
 

	
 


	
ALTERNATE DIRECTORS

	
 


	
99

	
Appointments

	
73


	
100

	
Participation in Board meetings

	
74


	
101

	
Alternate Director responsible for own acts

	
74


	
102

	
Interests of alternate Director

	
74


	
103

	
Revocation of appointment

	
74


	
 

	
 


	
DIRECTORS’
 REMUNERATION, EXPENSES AND PENSIONS

	
 


	
104

	
Directors’ fees

	
74





177







	
 

	
 

	
 


	
105

	
Expenses

	
75


	
106

	
Additional remuneration

	
75


	
107

	
Remuneration of executive Directors

	
75


	
108

	
Pensions

	
75


	
 

	
 


	
POWERS AND DUTIES OF
 THE BOARD

	
 


	
109

	
Powers of the Board

	
76


	
110

	
Powers of Directors being less than minimum number

	
76


	
111

	
Powers of executive Directors

	
76


	
112

	
Delegation to committees

	
76


	
113

	
Local management

	
77


	
114

	
Power of attorney

	
77


	
115

	
Associate directors

	
77


	
116

	
Exercise of voting power

	
78


	
117

	
Provision for employees

	
78


	
118

	
Registers of members

	
78


	
119

	
Borrowing powers

	
79


	
 

	
 


	
PROCEEDINGS OF
 DIRECTORS AND COMMITTEES

	
 


	
120

	
Board meetings

	
79


	
121

	
Notice of Board meetings

	
79


	
122

	
Quorum

	
80


	
123

	
Chairman of Board

	
80


	
124

	
Voting

	
80


	
125

	
Participation by telephone

	
80


	
126

	
Resolution in writing

	
80


	
127

	
Proceedings of committees

	
81


	
128

	
Minutes of proceedings

	
81


	
129

	
Validity of proceedings

	
81


	
 

	
 


	
DIRECTORS’ INTERESTS

	
 


	
130

	
Director may have interests

	
81


	
131

	
Disclosure of interests to Board

	
82


	
132

	
Interested Director not to vote or count for quorum

	
82


	
133

	
Director’s interest in own appointment

	
83


	
134

	
Chairman’s ruling conclusive on Director’s interest

	
83


	
135

	
Directors’ resolution conclusive on Chairman’s interest

	
83


	
136

	
[Deleted]

	
84


	
137

	
Definitions

	
84


	
 

	
 


	
THE SEAL

	
 


	
138

	
Application of Seal

	
84


	
139

	
Deed without sealing

	
84


	
140

	
Official seal for use abroad

	
85


	
 

	
 


	
THE SECRETARY

	
 


	
141

	
The Secretary

	
85


	
 

	
 


	
DIVIDENDS AND OTHER
 PAYMENTS

	
 


	
142

	
Declaration of dividends

	
85





178







	
 

	
 

	
 


	
143

	
Interim dividends

	
85


	
144

	
Entitlement to dividends

	
86


	
145

	
Calls or debts may be deducted from dividends

	
86


	
146

	
Distribution in specie

	
86


	
147

	
Dividends not to bear interest

	
86


	
148

	
Method of payment

	
86


	
149

	
Uncashed dividends

	
87


	
150

	
Unclaimed dividends

	
87


	
151

	
Payment of scrip dividends

	
87


	
152

	
Reserves

	
89


	
153

	
Capitalisation of reserves

	
89


	
154

	
Record dates

	
91


	
 

	
 


	
ACCOUNTS

	
 


	
155

	
Accounting records

	
91


	
156

	
Inspection of records

	
91


	
157

	
Accounts to be sent to members

	
91


	
158

	
Summary financial statements

	
91


	
 

	
 


	
NOTICES

	
 


	
159

	
Form of Notices

	
92


	
159A

	
Authentication

	
93


	
160

	
Service of notice on members

	
93


	
161

	
Notice in case of death, bankruptcy or mental disorder

	
94


	
162

	
Evidence of service

	
94


	
163

	
Notice binding on transferees

	
95


	
164

	
Notice by advertisement

	
95


	
165

	
Suspension of postal services

	
95


	
 

	
 


	
WINDING UP

	
 


	
166

	
Division of assets

	
95


	
167

	
Transfer or sale under s.110 Insolvency Act 1986

	
96


	
 

	
 


	
INDEMNITY

	
 


	
168

	
Right to indemnity

	
96


	
169

	
Power to insure

	
96


	
 

	
 


	
UNCERTIFICATED SHARES

	
 


	
170

	
Uncertificated Shares

	
97





179











No. 617987 


THE COMPANIES ACTS 1985 AND 1989 AND THE COMPANIES ACT
2006






PUBLIC COMPANY LIMITED BY SHARES 






ARTICLES OF ASSOCIATION


of


HSBC Holdings plc


(As adopted by Special Resolution passed on 25 March
1991

and amended by Special Resolutions passed on 9 June 1992, which came into
effect on

10 July 1992, on 28 May 1993, on 28 May 1999, which came into effect in part on

28 May 1999, in part on 2 July 1999 and in part on 30 September 1999, on 26 May
2000, on

25 May 2001, on 27 May 2005, on 25 May 2007 and on 30 May 2008)





PRELIMINARY


	
 

	
 


	
1

	
Table “A”
 not to apply 


	
 

	
 


	
1.1

	
No regulations for
 management of a company set out in any schedule to any statute concerning
 companies or contained in any regulations or instrument made pursuant to
 statute shall apply to the Company, but the following shall be the Articles
 of Association of the Company. 


	
 

	
 


	
2

	
Interpretation
 


	
 

	
 


	
2.1

	
In these Articles, unless
 the context otherwise requires, the following expressions have the following
 meanings: 








	
 

	
 


	
Expression

	
Meaning 


	
 

	
 


	
2006

	
Act subject to paragraph
 2.3 of this Article, the Companies Act 2006 


	
 

	
 


	
Act

	
subject to paragraph 2.3
 of this Article, the Companies Act 1985 and, where the context requires,
 every other statute for the time being in force concerning companies and affecting
 the Company (including, without limitation, the Regulations) 


	
 

	
 


	
address

	
in relation to any
 electronic communication includes any number or address used for the purposes
 of such communication 





180







	
 

	
 


	
these Articles

	
these Articles of
 Association as altered or varied from time to time (and “Article” means one
 of these Articles) auditors the auditors for the time being of the Company
 or, in the case of joint auditors, any one of them 


	
 

	
 


	
Board

	
the board of Directors for
 the time being of the Company or the Directors present at a duly convened
 meeting of Directors at which a quorum is present 


	
 

	
 


	
Chairman

	
the chairman (if any) of
 the Board or where the context requires, the chairman of a general meeting of
 the Company 


	
 

	
 


	
clear days

	
(in relation to the period
 of a 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

	
HSBC Holdings plc 


	
 

	
 


	
Depositary

	
a custodian or other
 person (or a nominee for such custodian or other person) appointed under
 contractual arrangements with the Company or other arrangements approved by
 the Board whereby such custodian or other person or nominee holds or is
 interested in shares of the Company or rights or interests in shares of the
 Company and issues securities or other documents of title or otherwise
 evidencing the entitlement of the holder thereof to or to receive such
 shares, rights or interests, provided and to the extent that such
 arrangements have been approved by the Board for the purpose of these
 Articles and shall include, where approved by the Board, the trustees (acting
 in their capacity as such) of any employees’ share scheme established by the
 Company or any other scheme or arrangements principally for the benefit of
 employees of the Company and/or its subsidiaries which have been approved by
 the Board 


	
 

	
 


	
Director

	
a director for the time
 being of the Company 


	
 

	
 


	
dividend

	
a distribution or a bonus 


	
 

	
 


	
Dollar Preference
 Share

	
a non-cumulative preference
 share of US$0.01 


	
 

	
 


	
electronic form

	
has the meaning given in
 section 1168 of the 2006 Act, and shall include provision of any information
 or document on a website, and references to “electronic copy”, “electronic
 communication” and “electronic means” shall be construed accordingly 


	
 

	
 


	
Euro Preference
 Share

	
a non-cumulative
 preference share of €0.01


	
 

	
 


	
execution

	
includes any mode of
 execution (and “executed” shall be construed accordingly) 





181







	
 

	
 


	
hard copy

	
any document sent or
 supplied in a paper copy or similar form capable of being read by the
 recipient 


	
 

	
 


	
Head Office

	
the office determined by
 the Board for the time being under Article 3.1 


	
 

	
 


	
Holder

	
(in relation to any share)
 the member whose name is entered in the Register as the holder or, where the
 context permits, the members whose names are entered in the Register as joint
 holders, of that share 


	
 

	
 


	
Hong Kong

 Overseas

 Branch Register

	
the register referred to
 in Article 118 


	
 

	
 


	
The Hong Kong Stock Exchange

	
The Stock Exchange of Hong
 Kong Limited or other the principal stock exchange in Hong Kong for the time
 being 


	
 

	
 


	
Member

	
a member of the Company 


	
 

	
 


	
Ordinary Share

	
an Ordinary Share of the
 Company 


	
 

	
 


	
paid up

	
paid up or credited as
 paid up 


	
 

	
 


	
recognised person

	
a recognised clearing
 house or a nominee of a recognised clearing house or of a recognised
 investment exchange who is designated as mentioned in section 778(2) of the
 2006 Act 


	
 

	
 


	
Principal Register

	
the register of members of
 the Company to be kept pursuant to section 352 of the Act and sections 121
 and 128 of the 2006 Act 


	
 

	
 


	
Register

	
the Principal Register or
 the Hong Kong Overseas Branch Register or any Overseas Branch Register as is
 referred to in Article 118, as the case may be 


	
 

	
 


	
Regulations

	
The Uncertificated Securities
 Regulations 2001 (SI 2001 No. 3755) including any modifications thereof and
 rules made thereunder or any regulations in substitution therefor made under
 section 207 of the Companies Act 1989 for the time being in force 


	
 

	
 


	
Seal

	
any common seal of the
 Company or any official seal kept by the Company by virtue of section 40 of
 the Act 


	
 

	
 


	
Secretary

	
the secretary for the time
 being of the Company or any other person appointed to perform any of the
 duties of the secretary of the Company including (subject to the provisions
 of the 2006 Act) a joint, temporary, assistant or deputy secretary 


	
 

	
 


	
share

	
a share of the Company 


	
 

	
 


	
Sterling

	
a non-cumulative
 preference share of £0.01 





182







	
 

	
 


	
Preference Share 

	
 


	
 

	
 


	
The Stock Exchange

	
London Stock Exchange plc
 or other principal stock Exchange exchange in the United Kingdom for the time
 being 


	
 

	
 


	
United Kingdom

	
Great Britain and Northern
 Ireland 


	
 

	
 


	
writing or written

	
includes printing,
 typewriting, lithography, photography and written any other mode or modes of
 representing or reproducing words in a legible and non-transitory form and,
 if the Board shall in its absolute discretion determine for any purpose or
 purposes under these Articles, subject to such terms and conditions as the
 Board may determine, electronic communications 


	
 

	
 


	
£ (or sterling) and

 p or pence

	
pounds sterling and pence 


	
 

	
 


	
US$ or US dollars

	
United States dollars 


	
 

	
 


	
€ or euro

	
the single currency
 adopted by those states participating in European Monetary Union from time to
 time 








	
 

	
 


	
2.2

	
Unless the context
 otherwise requires: 


	
 

	
 


	
(a) 

	
words in the singular
 include the plural, and vice versa;


	
 

	
 


	
(b)

	
words importing the
 masculine gender include the feminine gender;


	
 

	
 


	
(c)

	
a reference to a person
 includes a body corporate and an unincorporated body of persons.


	
 

	
 


	
2.3

	
A reference to any statute
 or provision of a statute shall include any orders regulations or other
 subordinate legislation made under it and shall, unless the context otherwise
 requires, include any statutory modification or re-enactment of any statute
 or provision of a statute for the time being in force. 


	
 

	
 


	
2.4

	
Save as aforesaid, and
 unless the context otherwise requires, words or expressions contained in
 these Articles shall bear the same meaning as in the Act or the 2006 Act, as
 appropriate. 


	
 

	
 


	
2.5

	
Where for any purpose an
 ordinary resolution of the Company is required, a special resolution shall
 also be effective. 


	
 

	
 


	
2.6

	
The headings are inserted
 for convenience only and shall not affect the construction of these Articles.
 


	
 

	
 


	
3

	
Registered
 Office and Head Office 





183







	
 

	
 

	
 


	
3.1

	
The Office shall be at
 such place in England and Wales as the Board shall from time to time appoint.
 The Head Office shall be at such place and in such country or territory as
 the Board shall from time to time appoint. 


	
 

	
 


	
SHARE
 CAPITAL 


	
 

	
 

	
 


	
4

	
Share
 Capital 


	
 

	
 

	
 


	
4.1               The
 authorised share capital of the Company is US$7,500,100,000 divided into
 15,000,000,000 Ordinary Shares of US$0.50 each and 10,000,000 Dollar
 Preference Shares of US$0.01 each, £401,500 divided into 10,000,000 Sterling
 Preference Shares of £0.01 each and 301,500 Non-voting Deferred Shares of £1
 each, and €100,000 divided into 10,000,000 Euro Preference Shares of €0.01
 each. 


	
 

	
 

	
 


	
4.2

	
The Ordinary Shares rank
 pari passu in all respects. 


	
 

	
 

	
 


	
4.3

	
fully paid Ordinary Shares
 confer identical rights in respect of capital, dividends (save where and to
 the extent that any such share is issued on terms providing that it shall
 rank for dividend as from a particular date), voting and otherwise
 notwithstanding that they are denominated in different currencies and shall
 be treated as if they are one single class of shares. 


	
 

	
 

	
 


	
5 Rights
 of the Sterling Preference Shares 


	
 

	
 

	
 


	
5.1

	
The following rights and
 restrictions shall be attached to the Sterling Preference Shares: 


	
 

	
 

	
 


	
 

	
(1)

	
The Sterling Preference
 Shares shall rank pari passu inter se and with the Dollar Preference Shares
 and the Euro Preference Shares and with all other shares expressed to rank
 pari passu therewith. They shall confer the rights and be subject to the
 limitations set out in this Article. They shall also confer such further
 rights (not being inconsistent with the rights set out in this Article) and
 be subject to such further limitations and restrictions as may be attached by
 the Board to such shares prior to allotment. Whenever the Board has power
 under this Article to determine any of the rights attached to any of the
 Sterling Preference Shares, the rights so determined need not be the same as
 those attached to the Sterling Preference Shares which have then been
 allotted or issued. The Sterling Preference Shares may be issued in one or
 more separate series and each series shall be identified in such manner as
 the Board may determine without any such determination or identification
 requiring any alteration to these Articles. 


	
 

	
 

	
 


	
 

	
(2)

	
Each Sterling Preference
 Share shall confer the following rights as to dividend and capital: 


	
 

	
 

	
 


	
 

	
Income


	
 

	
 

	
 


	
 

	
(a)

	
the right (subject to the
 provisions of paragraph (4) of this Article, if applicable) in priority to
 the payment of any dividend to the holders of Ordinary Shares and any other
 class of shares of the Company in issue (other 





184







	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
than (i) the Dollar
 Preference Shares, the Euro Preference Shares and any other shares expressed
 to rank pari passu
 therewith as regards income and (ii) any shares which by their terms rank in
 priority to the Sterling Preference Shares as regards income) to a
 non-cumulative preferential dividend in sterling payable at such rate
 (whether fixed, variable or floating or to be determined by a specified
 procedure, mechanism or formula) on such dates (each a “Dividend Payment
 Date”) and on such other terms and conditions as may be determined by the
 Board prior to allotment thereof; 


	
 

	
 


	
 

	
Capital


	
 

	
 

	
 


	
 

	
(b)

	
the right in a winding up
 of the Company (but not, unless otherwise provided by the terms of issue of
 such share, upon a redemption, reduction or purchase by the Company of any of
 its share capital) to receive in sterling out of the assets of the Company
 available for distribution to its members in priority to any payment to the
 holders of the Ordinary Shares and any other class of shares of the Company
 in issue (other than (i) the Dollar Preference Shares, the Euro Preference
 Shares and any other shares expressed to rank pari passu therewith as regards
 repayment of capital and (ii) any shares which by their terms rank in
 priority to the Sterling Preference Shares as regards repayment of capital): 


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
a sum equal to: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(A)

	
the amount of any dividend
 which is due for payment after the date of commencement of the winding up but
 which is payable in respect of a period ending on or before such date; and 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(B)

	
if the date of
 commencement of the winding up falls before the last day of a period in
 respect of which a dividend would have been payable and which began before
 such date, any further amount of dividend which would have been payable had
 the day before such date been the last day of that period, 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
but only to the extent
 that any such amount or further amount was, or would have been, payable as a
 dividend in accordance with or pursuant to this Article; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
subject thereto, a sum
 equal to the amount paid up or credited as paid up on such share together
 with such premium (if any) as may be determined by the Board (or by a
 procedure, mechanism or formula determined by the Board) prior to allotment
 thereof (and so that the Board may determine that such premium is payable
 only in specified circumstances). 


	
 

	
 


	
 

	
Limitations


	
 

	
 

	
 


	
 

	
(3)

	
No Sterling Preference
 Share shall: 





185







	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
confer any right to
 participate in the profits or assets of the Company other than that set out
 in sub-paragraphs (2)(a) and (b) of this Article; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
subject to the Act, confer
 any right to participate in any offer or invitation by way of rights or
 otherwise to subscribe for additional shares or securities in the Company; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
confer any right of
 conversion; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
confer any right to participate
 in any issue of bonus shares or shares issued by way of capitalisation of
 reserves. 


	
 

	
 

	
 

	
 


	
 

	
Further
 provisions as to income 


	
 

	
 


	
 

	
(4)

	
All or any of the
 following provisions shall apply in relation to any Sterling Preference
 Shares of any series (“relevant Sterling Preference Shares”) if so determined
 by the Board prior to allotment thereof: 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
(i)

	
if, on any Dividend
 Payment Date (“the relevant date”) on which a dividend (“the relevant
 dividend”) would otherwise fall to be paid on any relevant Sterling
 Preference Shares, the profits of the Company available for distribution are,
 in the opinion of the Board, insufficient to enable payment in full to be
 made of the relevant dividend, then the Board shall (after payment in full,
 or the setting aside of a sum required for payment in full, of all dividends
 payable on or before the relevant date on any shares in the capital of the
 Company in priority to the relevant Sterling Preference Shares) apply such
 profits, if any, in paying dividends to the holders of participating shares
 (as defined below) pro rata to the amounts of dividend on participating
 shares accrued and payable on or before the relevant date. For the purposes
 of this paragraph, the expression “participating shares” shall mean the relevant
 Sterling Preference Shares and any other shares in the capital of the Company
 which rank pari passu as to participation in profits with the relevant
 Sterling Preference Shares and on which either (1) a dividend is payable on
 the relevant date or (2) arrears of cumulative dividend are unpaid at the
 relevant date; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
if it shall subsequently
 appear that any such dividend which has been paid in whole or in part should
 not, in accordance with the provisions of this sub-paragraph, have been so
 paid, then provided the Board shall have acted in good faith, they shall not
 incur any liability for any loss which any shareholder may suffer in
 consequence of such payment having been made;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
if the payment of any
 dividend on any relevant Sterling Preference Shares would breach or cause a
 breach of the capital adequacy requirements of the Financial Services
 Authority (or any successor 





186







	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
organisation responsible
 for the supervision of banks in the United Kingdom) from time to time
 applicable to the Company and/or any of its subsidiaries, then none of such
 dividend shall be payable;


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
if a dividend or any part
 thereof on any relevant Sterling Preference Shares is not paid for the
 reasons specified in sub-paragraphs (a) or (b) above, the holders of such
 shares shall have no claim in respect of such non-payment; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
if any dividend on any
 relevant Sterling Preference Shares in respect of such period as the Board
 shall determine prior to allotment thereof is not paid in full, the Company
 may not thereafter purchase or redeem any other share capital of the Company ranking pari passu
 with or after the relevant Sterling Preference Shares (and may not contribute
 any moneys to a sinking fund for any such purchase or redemption) until such
 time as dividends on the relevant Sterling Preference Shares in respect of
 such period as the Board shall determine prior to allotment thereof shall
 have been paid in full (or an amount equivalent thereto shall have been paid
 or set aside to provide for such payment in full); 


	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
if any dividend on any
 relevant Sterling Preference Shares in respect of such period as the Board
 shall determine prior to allotment thereof is not paid in full, no dividend
 or other distribution may thereafter be declared or paid on any other share
 capital of the Company ranking as to dividend after the relevant Sterling
 Preference Shares until such time as dividends on the relevant Sterling
 Preference Shares in respect of such period as the Board shall determine
 prior to allotment thereof shall have been paid in full (or a sum shall have
 been paid or set aside to provide for such payment in full). 


	
 

	
 

	
 

	
 


	
 

	
Redemption
 


	
 

	
 


	
 

	
(5)

	
(a)

	
Unless otherwise
 determined by the Board in relation to Sterling Preference Shares of any
 series prior to allotment thereof, the Sterling Preference Shares shall,
 subject to the provisions of the Act, be redeemable at the option of the
 Company. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
In the case of any series
 of Sterling Preference Shares which are to be so redeemable: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
the Company may, subject
 to the provisions of the Act and subparagraph


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
below, redeem on any
 Redemption Date (as hereinafter defined) all, but not merely some, of the
 Sterling Preference Shares of such series by giving to the holders of the
 Sterling Preference Shares to be redeemed not less than 30 days’ nor more
 than 60 days’ prior notice in writing (a “Notice of Redemption”) of the
 relevant Redemption Date.





187







	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
“Redemption Date” means,
 in relation to Sterling Preference Shares of a particular series, any date
 mentioned in any one of (A), (B) or (C) below, as determined by the Board
 prior to the first allotment of Sterling Preference Shares of that series: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
any date which falls on or
 after the First Redemption Date (as hereinafter defined); or 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
the First Redemption Date
 or any subsequent Dividend Payment Date for Sterling Preference Shares of
 that series; or 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C)

	
the First Redemption Date
 or any successive fifth anniversary thereof “First Redemption Date” means: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(D)

	
in relation to any
 Sterling Preference Shares designated as “Series 1”, 30 June 2015; 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(E)

	
in relation to any other
 Sterling Preference Shares of a particular series, one day after such one of
 the following dates as shall be determined by the Board prior to the first
 allotment of Sterling Preference Shares of that series: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(1)

	
five years after the
 Relevant Date (as hereinafter defined); 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(2)

	
ten years after the
 Relevant Date; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(3)

	
fifteen years after the
 Relevant Date;


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(4)

	
twenty years after the
 Relevant Date;


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(5)

	
thirty years after the
 Relevant Date.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
“Relevant Date” means, in
 relation to Sterling Preference Shares of a particular series, such one of
 the following dates as shall be determined by the Board prior to the first
 allotment of Sterling Preference Shares of that series: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(F)

	
the first date of
 allotment of Sterling Preference Shares of that series; or 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(G)

	
the first Dividend Payment
 Date for Sterling Preference Shares of that series; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
if either of the
 restrictions in sub-paragraphs (4)(a)(i) and (4)(a)(ii) of this Article
 applies to any dividend otherwise payable on any Redemption Date on the
 Sterling Preference Shares of that series, the 





188







	
 

	
 

	
 


	
 

	
 

	
Company may not redeem
 such Sterling Preference Shares on that Redemption Date;


	
 

	
 

	
 


	
 

	
(iii)

	
there shall be paid on
 each Sterling Preference Share so redeemed, in sterling, the aggregate of the
 nominal amount thereof and any premium credited as paid up on such share
 together with any dividend payable on the Redemption Date; 


	
 

	
 

	
 


	
 

	
(iv)

	
any Notice of Redemption
 given under sub-paragraph (b)(i) above shall specify the applicable
 Redemption Date, the particular Sterling Preference Shares to be redeemed and
 the redemption price, and shall state the place or places at which documents
 of title or such other evidence as may be accepted by the Board in respect of
 such Sterling Preference Shares are to be presented and surrendered for
 redemption and payment of the redemption moneys is to be effected. Upon such
 Redemption Date, the Company shall redeem the particular Sterling Preference
 Shares to be redeemed on that date subject to the provisions of this
 paragraph and of the Act. No defect in the Notice of Redemption or in the
 giving thereof shall affect the validity of the redemption proceedings; 


	
 

	
 

	
 


	
 

	
(v)

	
payments in respect of the
 amount due on redemption of a Sterling Preference Share shall be made by
 sterling cheque drawn on a bank in London or upon the request of the holder
 or joint holders not later than the date specified for the purpose in the
 Notice of Redemption by transfer to a sterling account maintained by the
 payee with a bank in London or by such other method as the Board may
 determine. Such payment will be made against presentation and surrender of
 the relative certificate at the place or one of the places specified in the
 Notice of Redemption or against such other evidence as may be accepted by the
 Board. 


	
 

	
 

	
 


	
 

	
 

	
All payments in respect of
 redemption monies will in all respects be subject to any applicable fiscal or
 other laws;


	
 

	
 

	
 


	
 

	
(vi)

	
as from the relevant
 Redemption Date the dividend on the Sterling Preference Shares due for
 redemption shall cease to accru`e except on any such Sterling Preference
 Shares in respect of which, upon due surrender of the certificate or other
 evidence aforesaid, payment of the redemption moneys due on such Redemption
 Date shall be improperly withheld or refused, in which case such dividend, at
 the rate then applicable, shall be deemed to have continued and shall
 accordingly continue to accrue from the relevant Redemption Date to the date
 of payment of such redemption moneys. Such Sterling Preference Shares shall
 not be treated as having been redeemed until the redemption moneys in
 question together with the accrued dividend thereon shall have been paid; 


	
 

	
 

	
 


	
 

	
(vii)

	
if the due date for the
 payment of the redemption moneys on any Sterling Preference Share is not a
 day (other than a Saturday or 





189







	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Sunday) on which
 commercial banks and foreign exchange markets settle payments in sterling and
 are open for general business in London (a “Sterling Business Day”), then payment
 of such moneys will be made on the next succeeding day which is a Sterling
 Business Day and without any interest or other payment in respect of such
 delay; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(viii)

	
the receipt of the holder
 for the time being of any Sterling Preference Shares (or, in the case of
 joint registered holders, the receipt of any one of them) for the moneys
 payable on redemption thereof shall constitute an absolute discharge to the
 Company in respect thereof.


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Upon the redemption or
 purchase of any Sterling Preference Shares the Board shall have power without
 any further resolution or consent to convert the authorised but unissued
 Sterling Preference Shares existing as a result of such redemption or
 purchase into shares of any other class of share capital into which the
 authorised share capital of the Company is or may be divided of the same
 nominal amount in sterling as the Sterling Preference Shares or into
 unclassified shares of the same nominal amount in sterling as the Sterling
 Preference Shares. 


	
 

	
 

	
 


	
 

	
(d)

	
Any Sterling Preference
 Shares redeemed pursuant to this paragraph (5) shall be cancelled on
 redemption. 


	
 

	
 

	
 


	
Purchase 


	
 


	
(6)

	
Subject to the provisions
 of the Act, the Company may at any time purchase any Sterling Preference
 Shares (i) in the market, (ii) by tender (available alike to all holders of
 the same class of Sterling Preference Shares) or (iii) by private treaty, in
 each case upon such terms as the Board shall determine. 


	
 

	
 


	
Consolidation
 and division 


	
 


	
(7)

	
Pursuant to the authority
 given by the passing of the resolution adopting this Article the Board may
 consolidate and divide and/or sub-divide any Sterling Preference Shares into
 shares of a larger or smaller amount. 


	
 

	
 


	
Attendance
 and voting at general meetings 


	
 

	
 

	
 

	
 


	
(8)

	
(a)

	
Save as provided by its
 terms of issue, no Sterling Preference Share shall carry any right to attend
 or vote at general meetings of the Company. 


	
 

	
 

	
 


	
 

	
(b)

	
If so determined by the
 Board prior to allotment thereof, holders of Sterling Preference Shares of
 any series shall have the right to attend and vote at general meetings of the
 Company in the following circumstances: 


	
 

	
 

	
 


	
 

	
 

	
(i)

	
if any dividend on any
 Sterling Preference Shares of that series in respect of such period as the
 Board shall determine prior to allotment thereof is not paid in full, the
 right to attend and vote at general meetings of the Company until such time
 as dividends on those Sterling Preference Shares in respect of such period as
 the Board shall





190







	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
determine prior to
 allotment thereof shall have been paid in full (or a sum shall have been paid
 or set aside to provide for such payment in full);


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
in such other
 circumstances, and upon and subject to such terms, as the Board may determine
 prior to allotment of such Sterling Preference Shares. 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Whenever holders of
 Sterling Preference Shares are entitled to vote on a resolution at a general
 meeting, on a show of hands every such holder who is present in person shall
 have one vote and on a poll every such holder who is present in person or by
 proxy shall have one vote per Sterling Preference Share held by him or such
 number of votes per share as the Board shall determine prior to allotment of
 such share. 


	
 

	
 

	
 


	
 

	
(d)

	
Holders of Sterling
 Preference Shares having a registered address or address for correspondence
 within the United Kingdom shall have the right to have sent to them (at the
 same time as the same are sent to the holders of Ordinary Shares) all notices
 of general meetings of the Company and a copy of every circular or other like
 document sent out by the Company to the holders of Ordinary Shares. 


	
 

	
 

	
 


	
Further
 preference shares 


	
 


	
(9)

	
The special rights
 attached to any Sterling Preference Shares of any series allotted or in issue
 shall not (unless otherwise provided by their terms of issue) be deemed to be
 varied by the creation or issue of any other preference shares or further
 shares in any currency (“new shares”) ranking as regards participation in the
 profits and assets of the Company pari passu with such Sterling Preference
 Shares and so that any new shares ranking pari passu with such Sterling
 Preference Shares may either carry rights and restrictions identical in all
 respects with such Sterling Preference Shares or any of them or rights and
 restrictions differing therefrom in any respect including but without
 prejudice to the generality of the foregoing in that: 


	
 

	
 


	
 

	
(a)

	
the rate of and/or basis
 of calculation of dividend may differ and the dividend may be cumulative or
 non-cumulative; 


	
 

	
 

	
 


	
 

	
(b)

	
the new shares or any
 series thereof may rank for dividend as from such date as may be provided by
 the terms of issue thereof and the dates of payment of dividend may differ; 


	
 

	
 

	
 


	
 

	
(c)

	
a premium may be payable
 on return of capital or there may be no such premium; 


	
 

	
 

	
 


	
 

	
(d)

	
the new shares may be
 redeemable at the option of the holder or of the Company, or may be
 non-redeemable, and if redeemable at the option of the Company they may be
 redeemable at different dates and on different terms from those applying to
 the Sterling Preference Shares; and 





191







	
 

	
 

	
 

	
 


	
 

	
(e)

	
the new shares may be
 convertible into Ordinary Shares or any other class of shares ranking as
 regards participation in the profits and assets of the Company pari passu
 with or after such Sterling Preference Shares in each case on such terms and
 conditions as may be prescribed by the terms of issue thereof. 


	
 

	
 

	
 


	
Variation
 of class rights 


	
 


	
(10)

	
(a)

	
Subject to the provisions
 of the Act: 


	
 

	
 

	
 


	
 

	
 

	
(i)

	
all or any of the rights,
 preferences, privileges, limitations or restrictions for the time being
 attached to the Sterling Preference Shares may from time to time (whether or
 not the Company is being wound up) be varied or abrogated with the consent in
 writing of the holders of not less than three-quarters in nominal value of
 the Sterling Preference Shares of all series in issue or with the sanction of
 an extraordinary resolution passed at a separate general meeting of the
 holders of the Sterling Preference Shares, voting as a single class without
 regard for series; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
all or any of the rights,
 preferences, privileges, limitations or restrictions for the time being
 attached to Sterling Preference Shares of any series may be varied or
 abrogated so as to affect adversely such rights on a basis different from any
 other series of Sterling Preference Shares with the consent in writing of the
 holders of not less than three-quarters in nominal value of the Sterling
 Preference Shares of such series or with the sanction of an extraordinary
 resolution passed at a separate general meeting of the holders of Sterling
 Preference Shares of such series.


	
 

	
 

	
 

	
 


	
 

	
 

	
All the provisions of
 these Articles as to general meetings of the Company shall mutatis mutandis
 apply to any such separate general meeting, but so that the necessary quorum
 shall be two persons holding or representing by proxy at least one-third in
 nominal value of the issued shares of the class, that every holder of shares
 of the class shall be entitled on a poll to one vote for every share of the
 class held by him, that any holder of shares of the class present in person
 or by proxy may demand a poll and that at any adjourned meeting of the
 holders one holder present in person or by proxy (whatever the number of
 shares held by him) shall be a quorum.


	
 

	
 

	
 


	
 

	
(b)

	
Unless otherwise provided
 by its terms of issue, the rights attached to any Sterling Preference Share
 shall not be deemed to be varied or abrogated by a reduction of any share
 capital or purchase by the Company or redemption of any share capital in each
 case ranking as regards participation in the profits and assets of the
 Company in priority to or pari passu with or after such Sterling Preference
 Share. 


	
 

	
 

	
 


	
5A

	
Rights of
 the Dollar Preference Shares 


	
 

	
 


	
5A.1

	
The following rights and
 restrictions shall be attached to the Dollar Preference Shares: 





192







	
 

	
 

	
 


	
 

	
(1)

	
The Dollar Preference
 Shares shall rank pari passu inter se and with the Sterling Preference Shares
 and the Euro Preference Shares and with all other shares expressed to rank
 pari passu therewith. They shall confer the rights and be subject to the
 limitations set out in this Article. They shall also confer such further
 rights (not being inconsistent with the rights set out in this Article) and
 be subject to such further limitations and restrictions as may be attached by
 the Board to such shares prior to allotment. Whenever the Board has power
 under this Article to determine any of the rights attached to any of the
 Dollar Preference Shares, the rights so determined need not be the same as
 those attached to the Dollar Preference Shares which have then been allotted
 or issued. The Dollar Preference Shares may be issued in one or more separate
 series and each series shall be identified in such manner as the Board may
 determine without any such determination or identification requiring any
 alteration to these Articles. 


	
 

	
 

	
 


	
 

	
(2)

	
Each Dollar Preference
 Share shall confer the following rights as to dividend and capital: 


	
 

	
 

	
 


	
 

	
Income 


	
 

	
 

	
 


	
 

	
(a)

	
the right (subject to the
 provisions of paragraph (4) of this Article, if applicable) in priority to
 the payment of any dividend to the holders of Ordinary Shares and any other
 class of shares of the Company in issue (other than (i) the Sterling
 Preference Shares, the Euro Preference Shares and any other shares expressed
 to rank pari passu therewith as regards income and (ii) any shares which by
 their terms rank in priority to the Dollar Preference Shares as regards
 income) to a non-cumulative preferential dividend in US dollars payable at
 such rate (whether fixed, variable or floating or to be determined by a
 specified procedure, mechanism or formula) on such dates (each a “Dividend
 Payment Date”) and on such other terms and conditions as may be determined by
 the Board prior to allotment thereof; 


	
 

	
 

	
 


	
 

	
Capital 


	
 

	
 

	
 


	
 

	
(b)

	
the right in a winding up
 of the Company (but not, unless otherwise provided by the terms of issue of
 such share, upon a redemption, reduction or purchase by the Company of any of
 its share capital) to receive in US dollars out of the assets of the Company
 available for distribution to its members in priority to any payment to the
 holders of the Ordinary Shares and any other class of shares of the Company
 in issue (other than (i) the Sterling Preference Shares, the Euro Preference
 Shares and any other shares expressed to rank pari passu therewith as regards
 repayment of capital and (ii) any shares which by their terms rank in
 priority to the Dollar Preference Shares as regards repayment of capital): 


	
 

	
 

	
 






	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
a sum equal to: 





193







	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(A)

	
the amount of any dividend
 which is due for payment after the date of commencement of the winding up but
 which is payable in respect of a period ending on or before such date; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(B)

	
if the date of
 commencement of the winding up falls before the last day of a period in
 respect of which a dividend would have been payable and which began before
 such date, any further amount of dividend which would have been payable had
 the day before such date been the last day of that period


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
but only to the extent
 that any such amount or further amount was, or would have been, payable as a
 dividend in accordance with or pursuant to this Article; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
subject thereto, a sum
 equal to the amount paid up or credited as paid up on such share together
 with such premium (if any) as may be determined by the Board (or by a
 procedure, mechanism or formula determined by the Board) prior to allotment
 thereof (and so that the Board may determine that such premium is payable
 only in specified circumstances). 


	
 

	
 


	
 

	
Limitations
 


	
 

	
 

	
 


	
 

	
(3)

	
No Dollar Preference Share
 shall; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
confer any right to
 participate in the profits or assets of the Company other than that set out
 in sub-paragraphs (2)(a) and (b) of this Article; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
subject to the Act, confer
 any right to participate in any offer or invitation by way of rights or
 otherwise to subscribe for additional shares or securities in the Company; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
confer any right of
 conversion; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
confer any right to
 participate in any issue of bonus shares or shares issued by way of
 capitalisation of reserves. 


	
 


	
Further
 provisions as to income 


	
 

	
 


	
(4)

	
All or any of the
 following provisions shall apply in relation to any Dollar Preference Shares
 of any series (“relevant Dollar Preference Shares”) if so determined by the
 Board prior to allotment thereof: 


	
 

	
 


	
 

	
(a)

	
(i)

	
if, on any Dividend
 Payment Date (“the relevant date”) on which a dividend (“the relevant
 dividend”) would otherwise fall to be paid on any relevant Dollar Preference
 Shares, the profits of the Company available for distribution are, in the
 opinion of the Board, insufficient to enable payment in full to be made of
 the relevant dividend, then the Board shall (after payment in full, or the
 setting aside of a sum required for payment in full, of all dividends payable
 on or before the 





194







	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
relevant date on any
 shares in the capital of the Company in priority to the relevant Dollar
 Preference Shares) apply such profits, if any, in paying dividends to the
 holders of participating shares (as defined below) pro rata to the amounts of
 dividend on participating shares accrued and payable on or before the
 relevant date. For the purposes of this paragraph, the expression
 “participating shares” shall mean the relevant Dollar Preference Shares and
 any other shares in the capital of the Company which rank pari passu as to
 participation in profits with the relevant Dollar Preference Shares and on
 which either (1) a dividend is payable on the relevant date or (2) arrears of
 cumulative dividend are unpaid at the relevant date;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
if it shall subsequently
 appear that any such dividend which has been paid in whole or in part should
 not, in accordance with the provisions of this sub-paragraph, have been so
 paid, then provided the Board shall have acted in good faith, they shall not
 incur any liability for any loss which any shareholder may suffer in
 consequence of such payment having been made; 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
if the payment of any
 dividend on any relevant Dollar Preference Shares would breach or cause a
 breach of the capital adequacy requirements of the Financial Services
 Authority (or any successor organisation responsible for the supervision of
 banks in the United Kingdom) from time to time applicable to the Company
 and/or any of its subsidiaries, then none of such dividend shall be payable; 


	
 

	
 

	
 


	
 

	
(c)

	
if a dividend or any part
 thereof on any relevant Dollar Preference Shares is not paid for the reasons
 specified in sub-paragraphs (a) or (b) above, the holders of such shares
 shall have no claim in respect of such non-payment; 


	
 

	
 

	
 


	
 

	
(d)

	
if any dividend on any
 relevant Dollar Preference Shares in respect of such period as the Board
 shall determine prior to allotment thereof is not paid in full, the Company
 may not thereafter purchase or redeem any other share capital of the Company
 ranking pari passu with or after the relevant Dollar Preference Shares (and
 may not contribute any moneys to a sinking fund for any such purchase or
 redemption) until such time as dividends on the relevant Dollar Preference
 Shares in respect of such period as the Board shall determine prior to
 allotment thereof shall have been paid in full (or an amount equivalent
 thereto shall have been paid or set aside to provide for such payment in
 full); 


	
 

	
 

	
 


	
 

	
(e)

	
if any dividend on any
 relevant Dollar Preference Shares in respect of such period as the Board
 shall determine prior to allotment thereof is not paid in full, no dividend
 or other distribution may thereafter be declared or paid on any other share
 capital of the Company ranking as to dividend after the relevant Dollar
 Preference Shares until such time as dividends on the relevant Dollar
 Preference Shares in respect of such period as the Board shall determine
 prior to allotment thereof shall have been paid in full (or a sum shall have
 been paid or set aside to provide for such payment in full). 





195







	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Redemption 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(5)

	
(a)

	
Unless
 otherwise determined by the Board in relation to Sterling Preference Shares
 of any series prior to allotment thereof, the Sterling Preference Shares
 shall, subject to the provisions of the Act, be redeemable at the option of
 the Company. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
In the case
 of any series of Sterling Preference Shares which are to be so redeemable:


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
the Company
 may, subject to the provisions of the Act and subparagraph (ii) below, redeem
 on any Redemption Date (as hereinafter defined) all, but not merely some, of
 the Sterling Preference Shares of such series by giving to the holders of the
 Sterling Preference Shares to be redeemed not less than 30 days’ nor more
 than 60 days’ prior notice in writing (a “Notice of Redemption”) of the
 relevant Redemption Date. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
“Redemption
 Date” means, in relation to Sterling Preference Shares of a particular
 series, any date mentioned in any one of (A), (B) or (C) below, as determined
 by the Board prior to the first allotment of Sterling Preference Shares of
 that series:


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
any date
 which falls on or after the First Redemption Date (as hereinafter defined);
 or


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
the First
 Redemption Date or any subsequent Dividend Payment Date for Sterling
 Preference Shares of that series; or


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C)

	
the First
 Redemption Date or any successive fifth anniversary thereof.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
“First
 Redemption Date” means:


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(D)

	
in relation
 to any Sterling Preference Shares designated as: 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(1)

	
“Series 1”,
 30 June 2010; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(2)

	
“Series 2”,
 30 June 2030; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(3) 

	
“Series 3”,
 27 June 2013.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(E)

	
in relation
 to any other Sterling Preference Shares of a particular series, one day after
 such one of the following dates as shall be determined by the Board prior to
 the first allotment of Sterling Preference Shares of that series:


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(1)

	
five years
 after the Relevant Date (as hereinafter defined);


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(2)

	
ten years
 after the Relevant Date;





196






	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(3)

	
fifteen
 years after the Relevant Date;


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(4)

	
twenty years after the Relevant Date;


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(5)

	
thirty years after the Relevant Date. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
“Relevant
 Date” means, in relation to Sterling Preference Shares of a particular
 series, such one of the following dates as shall be determined by the Board
 prior to the first allotment of Sterling Preference Shares of that series:


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(F)

	
the first
 date of allotment of Sterling Preference Shares of that series; or 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(G)

	
the first
 Dividend Payment Date for Sterling Preference Shares of that series; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
if either of
 the restrictions in sub-paragraphs (4)(a)(i) and (4)(a)(ii) of this Article
 applies to any dividend otherwise payable on any Redemption Date on the
 Sterling Preference Shares of that series, the Company may not redeem such
 Sterling Preference Shares on that Redemption Date; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
there shall
 be paid on each Sterling Preference Share so redeemed, in sterling, the
 aggregate of the nominal amount thereof and any premium credited as paid up
 on such share together with any dividend payable on the Redemption Date; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv)

	
any Notice
 of Redemption given under sub-paragraph (b)(i) above shall specify the
 applicable Redemption Date, the particular Sterling Preference Shares to be
 redeemed and the redemption price, and shall state the place or places at
 which documents of title or such other evidence as may be accepted by the
 Board in respect of such Sterling Preference Shares are to be presented and
 surrendered for redemption and payment of the redemption moneys is to be
 effected. Upon such Redemption Date, the Company shall redeem the particular
 Sterling Preference Shares to be redeemed on that date subject to the
 provisions of this paragraph and of the Act. No defect in the Notice of
 Redemption or in the giving thereof shall affect the validity of the
 redemption proceedings; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(v)

	
payments in
 respect of the amount due on redemption of a Sterling Preference Share shall
 be made by sterling cheque drawn on a bank in London or upon the request of
 the holder or joint holders not later than the date specified for the purpose
 in the Notice of Redemption by transfer to a sterling account maintained by
 the payee with a bank in London or by such other method as the Board may
 determine. Such payment will be made against presentation and surrender of
 the relative certificate at the place or one of the places specified in the
 Notice of Redemption or against such other evidence as may be accepted by the
 Board. 





197






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
All payments
 in respect of redemption monies will in all respects be subject to any
 applicable fiscal or other laws;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(vi)

	
as from the
 relevant Redemption Date the dividend on the Sterling Preference Shares due
 for redemption shall cease to accrue except on any such Sterling Preference
 Shares in respect of which, upon due surrender of the certificate or other
 evidence aforesaid, payment of the redemption moneys due on such Redemption
 Date shall be improperly withheld or refused, in which case such dividend, at
 the rate then applicable, shall be deemed to have continued and shall
 accordingly continue to accrue from the relevant Redemption Date to the date
 of payment of such redemption moneys. Such Sterling Preference Shares shall
 not be treated as having been redeemed until the redemption moneys in
 question together with the accrued dividend thereon shall have been paid; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(vii)

	
if the due
 date for the payment of the redemption moneys on any Sterling Preference Share
 is not a day (other than a Saturday or Sunday) on which commercial banks and
 foreign exchange markets settle payments in sterling and are open for general
 business in London (a “Sterling Business Day”), then payment of such moneys
 will be made on the next succeeding day which is a Sterling Business Day and
 without any interest or other payment in respect of such delay; and 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(viii)

	
the receipt
 of the holder for the time being of any Sterling Preference Shares (or, in
 the case of joint registered holders, the receipt of any one of them) for the
 moneys payable on redemption thereof shall constitute an absolute discharge
 to the Company in respect thereof. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
Upon the
 redemption or purchase of any Sterling Preference Shares the Board shall have
 power without any further resolution or consent to convert the authorised but
 unissued Sterling Preference Shares existing as a result of such redemption
 or purchase into shares of any other class of share capital into which the
 authorised share capital of the Company is or may be divided of the same
 nominal amount in sterling as the Sterling Preference Shares or into
 unclassified shares of the same nominal amount in sterling as the Sterling
 Preference Shares. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
Any Sterling
 Preference Shares redeemed pursuant to this paragraph (5) shall be cancelled
 on redemption. 


	
 

	
 

	
 

	
 

	
 


	
 

	
Purchase


	
 

	
 

	
 

	
 

	
 


	
 

	
(6)

	
Subject to
 the provisions of the Act, the Company may at any time purchase any Sterling
 Preference Shares (i) in the market, (ii) by tender (available alike to all
 holders of the same class of Sterling Preference Shares) or (iii) by private
 treaty, in each case upon such terms as the Board shall determine. 





198






	
 

	
 

	
 

	
 

	
 


	
 

	
Consolidation and division 


	
 

	
 

	
 

	
 

	
 


	
 

	
(7)

	
Pursuant to
 the authority given by the passing of the resolution adopting this Article
 the Board may consolidate and divide and/or sub-divide any Sterling
 Preference Shares into shares of a larger or smaller amount. 


	
 

	
 

	
 

	
 

	
 


	
 

	
Attendance and voting at general meetings 


	
 

	
 

	
 

	
 

	
 


	
 

	
(8)

	
(a)

	
Save as
 provided by its terms of issue, no Sterling Preference Share shall carry any
 right to attend or vote at general meetings of the Company. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
If so
 determined by the Board prior to allotment thereof, holders of Sterling
 Preference Shares of any series shall have the right to attend and vote at
 general meetings of the Company in the following circumstances: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
if any
 dividend on any Sterling Preference Shares of that series in respect of such
 period as the Board shall determine prior to allotment thereof is not paid in
 full, the right to attend and vote at general meetings of the Company until
 such time as dividends on those Sterling Preference Shares in respect of such
 period as the Board shall determine prior to allotment thereof shall have
 been paid in full (or a sum shall have been paid or set aside to provide for
 such payment in full);


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
in such
 other circumstances, and upon and subject to such terms, as the Board may
 determine prior to allotment of such Sterling Preference Shares.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
Whenever
 holders of Sterling Preference Shares are entitled to vote on a resolution at
 a general meeting, on a show of hands every such holder who is present in
 person shall have one vote and on a poll every such holder who is present in
 person or by proxy shall have one vote per Sterling Preference Share held by
 him or such number of votes per share as the Board shall determine prior to
 allotment of such share.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
Holders of
 Sterling Preference Shares having a registered address or address for
 correspondence within the United Kingdom shall have the right to have sent to
 them (at the same time as the same are sent to the holders of Ordinary
 Shares) all notices of general meetings of the Company and a copy of every
 circular or other like document sent out by the Company to the holders of
 Ordinary Shares.


	
 

	
 

	
 

	
 

	
 


	
 

	
Further preference shares 


	
 

	
 

	
 

	
 

	
 


	
 

	
(9)

	
The special
 rights attached to any Sterling Preference Shares of any series allotted or
 in issue shall not (unless otherwise provided by their terms of issue) be
 deemed to be varied by the creation or issue of any other preference shares
 or further shares in any currency (“new shares”) ranking as regards
 participation in the profits and assets of the Company pari passu with such
 Sterling Preference Shares and so that any new shares ranking pari passu with
 such Sterling Preference Shares may either carry rights and restrictions
 identical in all respects with such Sterling Preference Shares or any of 





199






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
them or
 rights and restrictions differing therefrom in any respect including but
 without prejudice to the generality of the foregoing in that: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
the rate of
 and/or basis of calculation of dividend may differ and the dividend may be
 cumulative or non-cumulative; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
the new
 shares or any series thereof may rank for dividend as from such date as may
 be provided by the terms of issue thereof and the dates of payment of
 dividend may differ; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
a premium
 may be payable on return of capital or there may be no such premium; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
the new
 shares may be redeemable at the option of the holder or of the Company, or
 may be non-redeemable, and if redeemable at the option of the Company they
 may be redeemable at different dates and on different terms from those
 applying to the Sterling Preference Shares; and 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
the new
 shares may be convertible into Ordinary Shares or any other class of shares
 ranking as regards participation in the profits and assets of the Company
 pari passu with or after such Sterling Preference Shares in each case on such
 terms and conditions as may be prescribed by the terms of issue thereof. 


	
 

	
 

	
 

	
 

	
 


	
 

	
Variation of class rights


	
 

	
 

	
 

	
 

	
 


	
 

	
(10)

	
(a)

	
Subject to
 the provisions of the Act: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
all or any
 of the rights, preferences, privileges, limitations or restrictions for the
 time being attached to the Sterling Preference Shares may from time to time
 (whether or not the Company is being wound up) be varied or abrogated with
 the consent in writing of the holders of not less than three-quarters in
 nominal value of the Sterling Preference Shares of all series in issue or
 with the sanction of an extraordinary resolution passed at a separate general
 meeting of the holders of the Sterling Preference Shares, voting as a single
 class without regard for series; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
all or any
 of the rights, preferences, privileges, limitations or restrictions for the
 time being attached to Sterling Preference Shares of any series may be varied
 or abrogated so as to affect adversely such rights on a basis different from
 any other series of Sterling Preference Shares with the consent in writing of
 the holders of not less than three-quarters in nominal value of the Sterling
 Preference Shares of such series or with the sanction of an extraordinary
 resolution passed at a separate general meeting of the holders of Sterling
 Preference Shares of such series.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
All the
 provisions of these Articles as to general meetings of the Company shall
 mutatis mutandis apply to any such separate general meeting, but so that the
 necessary quorum shall be two persons holding or representing by proxy at





200






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
least
 one-third in nominal value of the issued shares of the class, that every
 holder of shares of the class shall be entitled on a poll to one vote for
 every share of the class held by him, that any holder of shares of the class
 present in person or by proxy may demand a poll and that at any adjourned
 meeting of the holders one holder present in person or by proxy (whatever the
 number of shares held by him) shall be a quorum.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Unless
 otherwise provided by its terms of issue, the rights attached to any Sterling
 Preference Share shall not be deemed to be varied or abrogated by a reduction
 of any share capital or purchase by the Company or redemption of any share
 capital in each case ranking as regards participation in the profits and
 assets of the Company in priority to or pari passu with or after such
 Sterling Preference Share. 


	
 

	
 

	
 

	
 

	
 


	
 

	
5B.

	
Rights of the Dollar Preference Shares


	
 

	
 

	
 

	
 

	
 


	
 

	
5B.1

	
The
 following rights and restrictions shall be attached to the Dollar Preference
 Shares: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
The Dollar
 Preference Shares shall rank pari passu inter se and with the Sterling
 Preference Shares and the Euro Preference Shares and with all other shares
 expressed to rank pari passu therewith. They shall confer the rights and be
 subject to the limitations set out in this Article. They shall also confer
 such further rights (not being inconsistent with the rights set out in this
 Article) and be subject to such further limitations and restrictions as may
 be attached by the Board to such shares prior to allotment. Whenever the
 Board has power under this Article to determine any of the rights attached to
 any of the Dollar Preference Shares, the rights so determined need not be the
 same as those attached to the Dollar Preference Shares which have then been
 allotted or issued. The Dollar Preference Shares may be issued in one or more
 separate series and each series shall be identified in such manner as the
 Board may determine without any such determination or identification
 requiring any alteration to these Articles. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Each Dollar
 Preference Share shall confer the following rights as to dividend and
 capital: 


	
 

	
 

	
 

	
 

	
 


	
 

	
Income


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
the right
 (subject to the provisions of paragraph (4) of this Article, if applicable)
 in priority to the payment of any dividend to the holders of Ordinary Shares
 and any other class of shares of the Company in issue (other than (i) the
 Sterling Preference Shares, the Euro Preference Shares and any other shares
 expressed to rank pari passu therewith as regards income and (ii) any shares
 which by their terms rank in priority to the Dollar Preference Shares as
 regards income) to a non-cumulative preferential dividend in US dollars
 payable at such rate (whether fixed, variable or floating or to be determined
 by a specified procedure, mechanism or formula) on such dates (each a
 “Dividend Payment Date”) and on such other terms and conditions as may be
 determined by the Board prior to allotment thereof; 


	
 

	
 

	
 

	
 

	
 


	
 

	
Capital





201






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
the right in
 a winding up of the Company (but not, unless otherwise provided by the terms
 of issue of such share, upon a redemption, reduction or purchase by the
 Company of any of its share capital) to receive in US dollars out of the
 assets of the Company available for distribution to its members in priority
 to any payment to the holders of the Ordinary Shares and any other class of
 shares of the Company in issue (other than (i) the Sterling Preference
 Shares, the Euro Preference Shares and any other shares expressed to rank
 pari passu therewith as regards repayment of capital; and (ii) any shares
 which by their terms rank in priority to the Dollar Preference Shares as
 regards repayment of capital): 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
a sum equal
 to: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(A)

	
the amount
 of any dividend which is due for payment after the date of commencement of
 the winding up but which is payable in respect of a period ending on or
 before such date; and 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(B)

	
if the date
 of commencement of the winding up falls before the last day of a period in
 respect of which a dividend would have been payable and which began before
 such date, any further amount of dividend which would have been payable had
 the day before such date been the last day of that period but only to the
 extent that any such amount or further amount was, or would have been,
 payable as a dividend in accordance with or pursuant to this Article; and 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
subject
 thereto, a sum equal to the amount paid up or credited as paid up on such
 share together with such premium (if any) as may be determined by the Board
 (or by a procedure, mechanism or formula determined by the Board) prior to
 allotment thereof (and so that the Board may determine that such premium is
 payable only in specified circumstances). 


	
 

	
 

	
 

	
 

	
 


	
 

	
Limitations


	
 

	
 

	
 

	
 

	
 


	
 

	
(11)

	
No Dollar
 Preference Share shall; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
confer any
 right to(7) participate in the profits or assets of the Company other than
 that set out in sub-paragraphs (2)(a) and (b) of this Article; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
subject to
 the Act, confer any right to participate in any offer or invitation by way of
 rights or otherwise to subscribe for additional shares or securities in the
 Company; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
confer any
 right of conversion; or 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
confer any
 right to participate in any issue of bonus shares or shares issued by way of
 capitalisation of reserves. 


	
 

	
 

	
 

	
 

	
 


	
 

	
Further provisions as to income


	
 

	
 

	
 

	
 

	
 


	
 

	
(12)

	
All or any
 of the following provisions shall apply in relation to any Dollar Preference
 Shares of any series (“relevant Dollar Preference Shares”) if so determined
 by the Board prior to allotment thereof: 





202






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
(i)

	
if, on any
 Dividend Payment Date (“the relevant date”) on which a dividend (“the relevant
 dividend”) would otherwise fall to be paid on any relevant Dollar Preference
 Shares, the profits of the Company available for distribution are, in the
 opinion of the Board, insufficient to enable payment in full to be made of
 the relevant dividend, then the Board shall (after payment in full, or the
 setting aside of a sum required for payment in full, of all dividends payable
 on or before the relevant date on any shares in the capital of the Company in
 priority to the relevant Dollar Preference Shares) apply such profits, if
 any, in paying dividends to the holders of participating shares (as defined
 below) pro rata to the amounts of dividend on participating shares accrued
 and payable on or before the relevant date. For the purposes of this
 paragraph, the expression “participating shares” shall mean the relevant
 Dollar Preference Shares and any other shares in the capital of the Company
 which rank pari passu as to participation in profits with the relevant Dollar
 Preference Shares and on which either (1) a dividend is payable on the
 relevant date or (2) arrears of cumulative dividend are unpaid at the
 relevant date;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
if it shall
 subsequently appear that any such dividend which has been paid in whole or in
 part should not, in accordance with the provisions of this sub-paragraph,
 have been so paid, then provided the Board shall have acted in good faith,
 they shall not incur any liability for any loss which any shareholder may
 suffer in consequence of such payment having been made;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
if the
 payment of any dividend on any relevant Dollar Preference Shares would breach
 or cause a breach of the capital adequacy requirements of the Financial
 Services Authority (or any successor organisation responsible for the
 supervision of banks in the United Kingdom) from time to time applicable to
 the Company and/or any of its subsidiaries, then none of such dividend shall
 be payable; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
if a
 dividend or any part thereof on any relevant Dollar Preference Shares is not
 paid for the reasons specified in sub-paragraphs (a) or 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
above, the
 holders of such shares shall have no claim in respect of such non-payment; if
 any dividend on any relevant Dollar Preference Shares in respect of such
 period as the Board shall determine prior to allotment thereof is not paid in
 full, the Company may not thereafter purchase or redeem any other share
 capital of the Company ranking pari passu with or after the relevant Dollar
 Preference Shares (and may not contribute any moneys to a sinking fund for
 any such purchase or redemption) until such time as dividends on the relevant
 Dollar Preference Shares in respect of such period as the Board shall
 determine prior to allotment thereof shall have been paid in full (or an
 amount equivalent thereto shall have been paid or set aside to provide for
 such payment in full); 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
if any
 dividend on any relevant Dollar Preference Shares in respect of such period
 as the Board shall determine prior to allotment thereof is not paid in full,
 no dividend or other distribution may thereafter be declared or paid on 





203






	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
any other
 share capital of the Company ranking as to dividend after the relevant Dollar
 Preference Shares until such time as dividends on the relevant Dollar
 Preference Shares in respect of such period as the Board shall determine
 prior to allotment thereof shall have been paid in full (or a sum shall have
 been paid or set aside to provide for such payment in full).


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Redemption 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(5)

	
(a)

	
Unless
 otherwise determined by the Board in relation to Dollar Preference Shares of
 any series prior to allotment thereof, the Dollar Preference Shares shall,
 subject to the provisions of the Act, be redeemable at the option of the
 Company. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
In the case
 of any series of Dollar Preference Shares which are to be so redeemable: 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
the Company
 may, subject to the provisions of the Act, and subparagraph (ii) below,
 redeem on any Redemption Date (as hereinafter defined) all, but not merely
 some, of the Dollar Preference Shares of such series by giving to the holders
 of the Dollar Preference Shares to be redeemed not less than 30 days’ nor
 more than 60 days’ prior notice in writing (a “Notice of Redemption”) of the
 relevant Redemption Date. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
“Redemption
 Date” means, in relation to Dollar Preference Shares of a particular series,
 any date mentioned in any one of (A), (B) or (C) below, as determined by the
 Board prior to the first allotment of Dollar Preference Shares of that
 series: 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
any date
 which falls on or after the First Redemption Date (as hereinafter defined);
 or 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
the First
 Redemption Date or any subsequent Dividend Payment Date for Dollar Preference
 Shares of that series; or 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C)

	
the First
 Redemption Date or any successive fifth anniversary thereof. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
“First
 Redemption Date” means:


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(D)

	
in relation
 to any relevant Dollar Preference Shares designated as: 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(1)

	
“Series 1”,
 30 June 2010; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(2)

	
“Series 2”,
 30 June 2030; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(3)

	
 “Series 3”, 27 June 2013.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(E)

	
in relation
 to any other Dollar Preference Shares of a particular series, one day after
 such one of the following dates as shall be 





204






	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
determined
 by the Board prior to the first allotment of Dollar Preference Shares of that
 series: 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(1)

	
five years
 after the Relevant Date (as hereinafter defined); 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(2)

	
ten years
 after the Relevant Date;


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(3)

	
fifteen years after the Relevant Date;


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(4)

	
twenty years after the Relevant Date; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(5)

	
 thirty years after the Relevant
 Date.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
“Relevant
 Date” means, in relation to Dollar Preference Shares of a particular series,
 such one of the following dates as shall be determined by the Board prior to
 the first allotment of Dollar Preference Shares of that series: 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(F)

	
the first
 date of allotment of Dollar Preference Shares of that series; or 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(G)

	
the first
 Dividend Payment Date for Dollar Preference Shares of that series; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
if either of
 the restrictions in sub-paragraphs (4)(a)(i) and (4)(a)(ii) of this Article
 applies to any dividend otherwise payable on any Redemption Date on the
 Dollar Preference Shares of that series, the Company may not redeem such
 Dollar Preference Shares on that Redemption Date; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
there shall
 be paid on each Dollar Preference Share so redeemed, in US dollars, the
 aggregate of the nominal amount thereof and any premium credited as paid up
 on such share together with any dividend payable on the Redemption Date; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv)

	
any Notice
 of Redemption given under sub-paragraph (b)(i) above shall specify the
 applicable Redemption Date, the particular Dollar Preference Shares to be
 redeemed and the redemption price, and shall state the place or places at
 which documents of title or such other evidence as may be accepted by the
 Board in respect of such Dollar Preference Shares are to be presented and
 surrendered for redemption and payment of the redemption moneys is to be
 effected. Upon such Redemption Date, the Company shall redeem the particular
 Dollar Preference Shares to be redeemed on that date subject to the
 provisions of this paragraph and of the Act. No defect in the Notice of
 Redemption or in the giving thereof shall affect the validity of the
 redemption proceedings; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(v)

	
payments in
 respect of the amount due on redemption of a Dollar Preference Share shall be
 made by US Dollar cheque drawn on a bank in New York City or upon the request
 of the holder or joint holders not 





205






	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
later than
 the date specified for the purpose in the Notice of Redemption by transfer to
 a US dollar account maintained by the payee with a bank in New York City or
 by such other method as the Board may determine. Such payment will be made
 against presentation and surrender of the relative certificate at the place
 or one of the places specified in the Notice of Redemption or against such
 other evidence as may be accepted by the Board. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
All payments
 in respect of redemption moneys will in all respects be subject to any
 applicable fiscal or other laws; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(vi)

	
as from the
 relevant Redemption Date the dividend on the Dollar Preference Shares due for
 redemption shall cease to accrue except on any such Dollar Preference Shares
 in respect of which, upon due surrender of the certificate or other evidence
 aforesaid, payment of the redemption moneys due on such Redemption Date shall
 be improperly withheld or refused, in which case such dividend, at the rate
 then applicable, shall be deemed to have continued and shall accordingly
 continue to accrue from the relevant Redemption Date to the date of payment
 of such redemption moneys. Such Dollar Preference Shares shall not be treated
 as having been redeemed until the redemption moneys in question together with
 the accrued dividend thereon shall have been paid; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(vii)

	
if the due
 date for the payment of the redemption moneys on any Dollar Preference Share
 is not a day (other than a Saturday or Sunday) on which commercial banks and
 foreign exchange markets settle payments in US dollars and are open for
 general business in London and New York City (a “Dollar Business Day”), then
 payment of such moneys will be made on the next succeeding day which is a Dollar
 Business Day and without any interest or other payment in respect of such
 delay; and 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(viii)

	
the receipt
 of the holder for the time being of any Dollar Preference Shares (or, in the
 case of joint registered holders, the receipt of any one of them) for the
 moneys payable on redemption thereof shall constitute an absolute discharge
 to the Company in respect thereof. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
Upon the
 redemption or purchase of any Dollar Preference Shares the Board shall have
 power without any further resolution or consent to convert the authorised but
 unissued Dollar Preference Shares existing as a result of such redemption or
 purchase into shares of any other class of share capital into which the
 authorised share capital of the Company is or may be divided of the same
 nominal amount in US dollars as the Dollar Preference Shares or into
 unclassified shares of the same nominal amount in US dollars as the Dollar
 Preference Shares. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
Any Dollar
 Preference Shares redeemed pursuant to this paragraph (5) shall be cancelled
 on redemption. 


	
 

	
 


	
 

	
Purchase





206






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(6)

	
Subject to
 the provisions of the Act, the Company may at any time purchase any Dollar
 Preference Shares (i) in the market, (ii) by tender (available alike to all
 holders of the same class of Dollar Preference Shares) or (iii) by private
 treaty, in each case upon such terms as the Board shall determine. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Consolidation and division


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(7)

	
Pursuant to
 the authority given by the passing of the resolution adopting this Article
 the Board may consolidate and divide and/or sub-divide any Dollar Preference
 Shares into shares of a larger or smaller amount. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Attendance and voting at general meetings


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(8)

	
(a)

	
Save as
 provided by its terms of issue, no Dollar Preference Share shall carry any
 right to attend or vote at general meetings of the Company. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
If so
 determined by the Board prior to allotment thereof, holders of Dollar
 Preference Shares of any series shall have the right to attend and vote at
 general meetings of the Company in the following circumstances:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
if any
 dividend on any Dollar Preference Shares of that series in respect of such
 period as the Board shall determine prior to allotment thereof is not paid in
 full, the right to attend and vote at general meetings of the Company until
 such time as dividends on those Dollar Preference Shares in respect of such
 period as the Board shall determine prior to allotment thereof shall have
 been paid in full (or a sum shall have been paid or set aside to provide for
 such payment in full); 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
in such
 other circumstances, and upon and subject to such terms, as the Board may
 determine prior to allotment of such Dollar Preference Shares. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
Whenever
 holders of Dollar Preference Shares are entitled to vote on a resolution at a
 general meeting, on a show of hands every such holder who is present in
 person shall have one vote and on a poll every such holder who is present in
 person or by proxy shall have one vote per Dollar Preference Share held by
 him or such number of votes per share as the Board shall determine prior to
 allotment of such share.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
Holders of
 Dollar Preference Shares having a registered address or address for
 correspondence within the United Kingdom shall have the right to have sent to
 them (at the same time as the same are sent to the holders of Ordinary
 Shares) all notices of general meetings of the Company and a copy of every
 circular or other like document sent out by the Company to the holders of
 Ordinary Shares. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Further preference shares


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(9)

	
The special
 rights attached to any Dollar Preference Shares of any series allotted or in
 issue shall not (unless otherwise provided by their terms of issue) be deemed
 to be varied by the creation or issue of any other preference shares or
 further shares in any 





207






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
currency
 (“new shares”) ranking as regards participation in the profits and assets of
 the Company pari passu with such Dollar Preference Shares and so that any new
 shares ranking pari passu with such Dollar Preference Shares may either carry
 rights and restrictions identical in all respects with such Dollar Preference
 Shares or any of them or rights and restrictions differing therefrom in any
 respect including but without prejudice to the generality of the foregoing in
 that: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
the rate of
 and/or basis of calculation of dividend may differ and the dividend may be
 cumulative or non-cumulative; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
the new
 shares or any series thereof may rank for dividend as from such date as may
 be provided by the terms of issue thereof and the dates of payment of
 dividend may differ; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
a premium
 may be payable on return of capital or there may be no such premium;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
the new
 shares may be redeemable at the option of the holder or of the Company, or
 may be non-redeemable, and if redeemable at the option of the Company they
 may be redeemable at different dates and on different terms from those
 applying to the Dollar Preference Shares; and 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
the new
 shares may be convertible into Ordinary Shares or any other class of shares
 ranking as regards participation in the profits and assets of the Company
 pari passu with or after such Dollar Preference Shares in each case on such
 terms and conditions as may be prescribed by the terms of issue thereof. 


	
 

	
 

	
 

	
 

	
 


	
 

	
Variation of class rights 


	
 

	
 

	
 

	
 

	
 


	
 

	
(10)

	
(a)

	
Subject to
 the provisions of the Act: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
all or any
 of the rights, preferences, privileges, limitations or restrictions for the
 time being attached to the Dollar Preference Shares may from time to time
 (whether or not the Company is being wound up) be varied or abrogated with
 the consent in writing of the holders of not less than three-quarters in
 nominal value of the Dollar Preference Shares of all series in issue or with
 the sanction of an extraordinary resolution passed at a separate general
 meeting of the holders of the Dollar Preference Shares, voting as a single
 class without regard for series; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
all or any
 of the rights, preferences, privileges, limitations or restrictions for the
 time being attached to Dollar Preference Shares of any series may be varied
 or abrogated so as to affect adversely such rights on a basis different from
 any other series of Dollar Preference Shares with the consent in writing of
 the holders of not less than three-quarters in nominal value of the Dollar
 Preference Shares of such series or with the sanction of an extraordinary
 resolution passed at a separate general meeting of the holders of Dollar
 Preference Shares of such series.





208






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
All the
 provisions of these Articles as to general meetings of the Company shall
 mutatis mutandis apply to any such separate general meeting, but so that the
 necessary quorum shall be two persons holding or representing by proxy at
 least one-third in nominal value of the issued shares of the class, that
 every holder of shares of the class shall be entitled on a poll to one vote
 for every share of the class held by him, that any holder of shares of the
 class present in person or by proxy may demand a poll and that at any
 adjourned meeting of the holders one holder present in person or by proxy
 (whatever the number of shares held by him) shall be a quorum.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Unless
 otherwise provided by its terms of issue, the rights attached to any Dollar
 Preference Share shall not be deemed to be varied or abrogated by a reduction
 of any share capital or purchase by the Company or redemption of any share
 capital in each case ranking as regards participation in the profits and
 assets of the Company in priority to or pari passu with or after such Dollar
 Preference Share. 


	
 

	
 

	
 

	
 

	
 


	
 

	
5B

	
Rights of the Euro Preference Shares 


	
 

	
 

	
 

	
 

	
 


	
 

	
5B.1

	
The
 following rights and restrictions shall be attached to the Euro Preference
 Shares: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
The Euro
 Preference Shares shall rank pari passu inter se and with the Dollar
 Preference Shares and the Sterling Preference Shares and with all other
 shares expressed to rank pari passu therewith. They shall confer the rights
 and be subject to the limitations set out in this Article. They shall also
 confer such further rights (not being inconsistent with the rights set out in
 this Article) and be subject to such further limitations and restrictions as
 may be attached by the Board to such shares prior to allotment. Whenever the
 Board has power under this Article to determine any of the rights attached to
 any of the Euro Preference Shares, the rights so determined need not be the
 same as those attached to the Euro Preference Shares which have then been
 allotted or issued. The Euro Preference Shares may be issued in one or more
 separate series and each series shall be identified in such manner as the
 Board may determine without any such determination or identification requiring
 any alteration to these Articles. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Each Euro
 Preference Share shall confer the following rights as to dividend and
 capital: 


	
 

	
 

	
 

	
 

	
 


	
 

	
Income


	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
the right
 (subject to the provisions of paragraph (4) of this Article, if applicable)
 in priority to the payment of any dividend to the holders of Ordinary Shares
 and any other class of shares of the Company in issue (other than (i) the
 Dollar Preference Shares, the Sterling Preference Shares and any other shares
 expressed to rank pari passu therewith as regards income and (ii) any shares
 which by their terms rank in priority to the Euro Preference Shares as
 regards income) to a noncumulative preferential dividend in euro payable at
 such rate (whether fixed, variable or floating or to be determined by a
 specified procedure, mechanism or formula) on such dates 





209






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(each a
 “Dividend Payment Date”) and on such other terms and conditions as may be
 determined by the Board prior to allotment thereof; 


	
 

	
 

	
 

	
 

	
 


	
 

	
Capital


	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
the right in
 a winding up of the Company (but not, unless otherwise provided by the terms
 of issue of such share, upon a redemption, reduction or purchase by the
 Company of any of its share capital) to receive in euro out of the assets of
 the Company available for distribution to its members in priority to any
 payment to the holders of the Ordinary Shares and any other class of shares
 of the Company in issue (other than (i) the Dollar Preference Shares, the
 Sterling Preference Shares and any other shares expressed to rank pari passu
 therewith as regards repayment of capital and (ii) any shares which by their
 terms rank in priority to the Euro Preference Shares as regards repayment of
 capital): 


	
 

	
 

	
 

	
 

	
 


	
 

	
(i)

	
a sum equal
 to: 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(A)

	
the amount
 of any dividend which is due for payment after the date of commencement of
 the winding up but which is payable in respect of a period ending on or
 before such date; and 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(B)

	
if the date
 of commencement of the winding up falls before the last day of a period in
 respect of which a dividend would have been payable and which began before
 such date, any further, any further amount of dividend which would have been
 payable had the day before such date been the last day of that period 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
but only to
 the extent that any such amount or further amount was, or would have been,
 payable as a dividend in accordance with or pursuant to this Article; and


	
 

	
 

	
 

	
 

	
 


	
 

	
(ii)

	
subject
 thereto, a sum equal to the amount paid up or credited as paid up on such
 share together with such premium (if any) as may be determined by the Board
 (or by a procedure, mechanism or formula determined by the Board) prior to
 allotment thereof (and so that the Board may determine that such premium is
 payable only in specified circumstances). 


	
 

	
 

	
 

	
 

	
 


	
 

	
Limitations


	
 

	
 

	
 

	
 

	
 


	
 

	
(11)

	
No Euro
 Preference Share shall; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
confer any
 right to participate in the profits or assets of the Company other than that
 set out in sub-paragraphs (2)(a) and (b) of this Article; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
subject to
 the Act, confer any right to participate in any offer or invitation by way of
 rights or otherwise to subscribe for additional shares or securities in the
 Company; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
confer any
 right of conversion; or 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
confer any
 right to participate in any issue of bonus shares or shares issued by way of
 capitalisation of reserves. 





210






	
 

	
 

	
 

	
 

	
 


	
 

	
Further provisions as to income


	
 

	
 


	
 

	
(12)

	
All or any
 of the following provisions shall apply in relation to any Euro Preference
 Shares of any series (“relevant Euro Preference Shares”) if so determined by
 the Board prior to allotment thereof: 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
(i)

	
if, on any
 Dividend Payment Date (“the relevant date”) on which a dividend (“the
 relevant dividend”) would otherwise fall to be paid on any relevant Euro
 Preference Shares, the profits of the Company available for distribution are,
 in the opinion of the Board, insufficient to enable payment in full to be
 made of the relevant dividend, then the Board shall (after payment in full,
 or the setting aside of a sum required for payment in full, of all dividends
 payable on or before the relevant date on any shares in the capital of the
 Company in priority to the relevant Euro Preference Shares) apply such
 profits, if any, in paying dividends to the holders of participating shares
 (as defined below) pro rata to the amounts of dividend on participating shares
 accrued and payable on or before the relevant date. For the purposes of this
 paragraph, the expression “participating shares” shall mean the relevant Euro
 Preference Shares and any other shares in the capital of the Company which
 rank pari passu as to participation in profits with the relevant Euro
 Preference Shares and on which either (1) a dividend is payable on the
 relevant date or (2) arrears of cumulative dividend are unpaid at the
 relevant date; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
if it
 shall subsequently appear that any such dividend which has been paid in whole
 or in part should not, in accordance with the provisions of this
 sub-paragraph, have been so paid, then provided the Board shall have acted in
 good faith, they shall not incur any liability for any loss which any
 shareholder may suffer in consequence of such payment having been made; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
if the
 payment of any dividend on any relevant Euro Preference Shares would breach
 or cause a breach of the capital adequacy requirements of the Financial
 Services Authority (or any successor organisation responsible for the
 supervision of banks in the United Kingdom) from time to time applicable to
 the Company and/or any of its subsidiaries, then none of such dividend shall
 be payable; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
if a
 dividend or any part thereof on any relevant Euro Preference Shares is not
 paid for the reasons specified in sub-paragraphs (a) or (b) above, the
 holders of such shares shall have no claim in respect of such non-payment; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
if any
 dividend on any relevant Euro Preference Shares in respect of such period as
 the Board shall determine prior to allotment thereof is not paid in full, the
 Company may not thereafter purchase or redeem any other share capital of the
 Company ranking pari passu with or after the relevant Euro Preference Shares
 (and may not contribute any moneys to a sinking fund for any such purchase or
 redemption) until such time as dividends on the relevant Euro Preference
 Shares in respect of such period as the Board shall determine 





211






	
 

	
 

	
 


	
 

	
 

	
prior to
 allotment thereof shall have been paid in full (or an amount equivalent
 thereto shall have been paid or set aside to provide for such payment in
 full); 


	
 

	
 

	
 


	
 

	
(e)

	
if any
 dividend on any relevant Euro Preference Shares in respect of such period as
 the Board shall determine prior to allotment thereof is not paid in full, no
 dividend or other distribution may thereafter be declared or paid on any
 other share capital of the Company ranking as to dividend after the relevant
 Euro Preference Shares until such time as dividends on the relevant Euro
 Preference Shares in respect of such period as the Board shall determine
 prior to allotment thereof shall have been paid in full (or a sum shall have
 been paid or set aside to provide for such payment in full).





212






	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Redemption


	
 

	
 


	
 

	
(5)

	
(a)

	
Unless
 otherwise determined by the Board in relation to Euro Preference Shares of
 any series prior to allotment thereof, the Euro Preference Shares shall,
 subject to the provisions of the Act, be redeemable at the option of the
 Company. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
In the case
 of any series of Euro Preference Shares which are to be so redeemable: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
the Company
 may, subject to the provisions of the Act and subparagraph below, redeem on
 any Redemption Date (as hereinafter defined) all, but not merely some, of the
 Euro Preference Shares of such series by giving to the holders of the Euro
 Preference Shares to be redeemed not less than 30 days’ nor more than 60
 days’ prior notice in writing (a “Notice of Redemption”) of the relevant Redemption
 Date. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
“Redemption
 Date” means, in relation to Euro Preference Shares of a particular series,
 any date mentioned in any one of (A), (B) or (C) below, as determined by the
 Board prior to the first allotment of Euro Preference Shares of that series:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
any date
 which falls on or after the First Redemption Date (as hereinafter defined);
 or 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
the First
 Redemption Date or any subsequent Dividend Payment Date for Euro Preference
 Shares of that series; or 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C)

	
the First
 Redemption Date or any successive fifth anniversary thereof. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
“First
 Redemption Date” means:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(D)

	
in relation
 to any Euro Preference Shares designated as: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(1)

	
“Series 1”,
 30 June 2012; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(2)

	
“Series 2”,
 24 March 2014; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(3)

	
“Series 3”,
 29 March 2016. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(E)

	
in relation
 to any other Euro Preference Shares of a particular series, one day after
 such one of the following dates as shall be determined by the Board prior to
 the first allotment of Euro Preference Shares of that series: 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(1)

	
five years
 after the Relevant Date (as hereinafter defined); 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(2)

	
ten years
 after the Relevant Date; 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
(3)

	
fifteen
 years after the Relevant Date; 













	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
twenty years
 after the Relevant Date; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(5)

	
thirty years
 after the Relevant Date. 


	
 

	
 

	
 

	
 


	
 

	
“Relevant
 Date” means, in relation to Euro Preference Shares of a particular series,
 such one of the following dates as shall be determined by the Board prior to
 the first allotment of Euro Preference Shares of that series:


	
 

	
 

	
 

	
 


	
 

	
(F)

	
the first
 date of allotment of Euro Preference Shares of that series; or


	
 

	
 

	
 

	
 


	
 

	
(G)

	
the first
 Dividend Payment Date for Euro Preference Shares of that series;


	
 

	
 

	
 


	
 

	
(ii)

	
if either of
 the restrictions in sub-paragraphs (4)(a)(i) and (4)(a)(ii) of this Article
 applies to any dividend otherwise payable on any Redemption Date on the Euro
 Preference Shares of that series, the Company may not redeem such Euro
 Preference Shares on that Redemption Date; 


	
 

	
 

	
 


	
 

	
(iii)

	
there shall
 be paid on each Euro Preference Share so redeemed, in euro, the aggregate of
 the nominal amount thereof and any premium credited as paid up on such share
 together with any dividend payable on the Redemption Date; 


	
 

	
 

	
 


	
 

	
(iv)

	
any Notice
 of Redemption given under sub-paragraph (b)(i) above shall specify the
 applicable Redemption Date, the particular Euro Preference Shares to be
 redeemed and the redemption price, and shall state the place or places at
 which documents of title or such other evidence as may be accepted by the
 Board in respect of such Euro Preference Shares are to be presented and
 surrendered for redemption and payment of the redemption moneys is to be
 effected. Upon such Redemption Date, the Company shall redeem the particular
 Euro Preference Shares to be redeemed on that date subject to the provisions
 of this paragraph and of the Act. No defect in the Notice of Redemption or in
 the giving thereof shall affect the validity of the redemption proceedings; 


	
 

	
 

	
 


	
 

	
(v)

	
payments in
 respect of the amount due on redemption of a Euro Preference Share shall be
 made by euro cheque drawn on a bank in a member state of the European Union
 (or such other country participating in European Monetary Union from time to
 time) or upon the request of the holder or joint holders not later than the
 date specified for the purpose in the Notice of Redemption by transfer to a
 euro account maintained by the payee with a bank in a member state of the
 European Union (or such other country participating in European Monetary
 Union from time to time) or by such other method as the Board may determine.
 Such payment will be made against presentation and surrender of the relative
 certificate at the place or 





214






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
one of the places
 specified in the Notice of Redemption or against such other evidence as may
 be accepted by the Board. 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
All payments
 in respect of redemption moneys will in all respects be subject to any
 applicable fiscal or other laws; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(vi)

	
as from the
 relevant Redemption Date the dividend on the Euro Preference Shares due for
 redemption shall cease to accrue except on any such Euro Preference Shares in
 respect of which, upon due surrender of the certificate or other evidence
 aforesaid, payment of the redemption moneys due on such Redemption Date shall
 be improperly withheld or refused, in which case such dividend, at the rate
 then applicable, shall be deemed to have continued and shall accordingly
 continue to accrue from the relevant Redemption Date to the date of payment
 of such redemption moneys. Such Euro Preference Shares shall not be treated
 as having been redeemed until the redemption moneys in question together with
 the accrued dividend thereon shall have been paid; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(vii)

	
if the due date
 for the payment of the redemption moneys on any Euro Preference Share is not
 a day on which the Trans-European Automated Real-Time Gross Settlement
 Express Transfer (TARGET) System (or any successor system) is open (a “Euro
 Business Day”), then payment of such moneys will be made on the next
 succeeding day which is a Euro Business Day and without any interest or other
 payment in respect of such delay; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(viii)

	
the receipt
 of the holder for the time being of any Euro Preference Shares (or, in the
 case of joint registered holders, the receipt of any one of them) for the
 moneys payable on redemption thereof shall constitute an absolute discharge
 to the Company in respect thereof. 


	
 

	
 

	
 

	
 


	
 

	
(c)

	
Upon the
 redemption or purchase of any Euro Preference Shares the Board shall have
 power without any further resolution or consent to convert the authorised but
 unissued Euro Preference Shares existing as a result of such redemption or
 purchase into shares of any other class of share capital into which the authorised
 share capital of the Company is or may be divided of the same nominal amount
 in euro as the Euro Preference Shares or into unclassified shares of the same
 nominal amount in euro as the Euro Preference Shares. 


	
 

	
 

	
 


	
 

	
(d)

	
Any Euro
 Preference Shares redeemed pursuant to this paragraph (5) shall be cancelled
 on redemption. 


	
 

	
 

	
 


	
 

	
Purchase 


	
 

	
 


	
 

	
(6)

	
Subject to
 the provisions of the Act, the Company may at any time purchase any Euro
 Preference Shares (i) in the market, (ii) by tender (available alike to all
 holders of the same class of Euro Preference Shares) or (iii) by private
 treaty, in each case upon such terms as the Board shall determine.





215






	
 

	
 

	
 

	
 

	
 


	
 

	
Consolidation and division


	
 

	
 


	
 

	
(7)

	
Pursuant to
 the authority given by the passing of the resolution adopting this Article
 the Board may consolidate and divide and/or sub-divide any Euro Preference
 Shares into shares of a larger or smaller amount. 


	
 

	
 

	
 


	
 

	
Attendance and voting at general meetings


	
 

	
 


	
 

	
(8)

	
(a)

	
Save as
 provided by its terms of issue, no Euro Preference Share shall carry any
 right to attend or vote at general meetings of the Company. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
If so
 determined by the Board prior to allotment thereof, holders of Euro
 Preference Shares of any series shall have the right to attend and vote at
 general meetings of the Company in the following circumstances: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
if any
 dividend on any Euro Preference Shares of that series in respect of such
 period as the Board shall determine prior to allotment thereof is not paid in
 full, the right to attend and vote at general meetings of the Company until
 such time as dividends on those Euro Preference Shares in respect of such
 period as the Board shall determine prior to allotment thereof shall have
 been paid in full (or a sum shall have been paid or set aside to provide for
 such payment in full); 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
in such
 other circumstances, and upon and subject to such terms, as the Board may
 determine prior to allotment of such Euro Preference Shares. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
Whenever
 holders of Euro Preference Shares are entitled to vote on a resolution at a
 general meeting, on a show of hands every such holder who is present in
 person shall have one vote and on a poll every such holder who is present in
 person or by proxy shall have one vote per Euro Preference Share held by him
 or such number of votes per share as the Board shall determine prior to
 allotment of such share. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
Holders of
 Euro Preference Shares having a registered address or address for
 correspondence within the United Kingdom shall have the right to have sent to
 them (at the same time as the same are sent to the holders of Ordinary
 Shares) all notices of general meetings of the Company and a copy of every
 circular or other like document sent out by the Company to the holders of Ordinary
 Shares. 





216






	
 

	
 

	
 

	
 

	
 


	
 

	
Further preference shares


	
 

	
 


	
 

	
(9)

	
The special
 rights attached to any Euro Preference Shares of any series allotted or in
 issue shall not (unless otherwise provided by their terms of issue) be deemed
 to be varied by the creation or issue of any other preference shares or
 further shares in any currency (“new shares”) ranking as regards
 participation in the profits and assets of the Company pari passu with such
 Euro Preference Shares and so that any new shares ranking pari passu with
 such Euro Preference Shares may either carry rights and restrictions
 identical in all respects with such Euro Preference Shares or any of them or
 rights and restrictions differing therefrom in any respect including but
 without prejudice to the generality of thefore going in that: 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
the rate of
 and/or basis of calculation of dividend may differ and the dividend may be
 cumulative or non-cumulative; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
the new
 shares or any series thereof may rank for dividend as from such date as may
 be provided by the terms of issue thereof and the dates of payment of
 dividend may differ; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
a premium
 may be payable on return of capital or there may be no such premium; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
the new
 shares may be redeemable at the option of the holder or of the Company, or
 may be non-redeemable, and if redeemable at the option of the Company they
 may be redeemable at different dates and on different terms from those
 applying to the Euro Preference Shares; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
the new
 shares may be convertible into Ordinary Shares or any other class of shares
 ranking as regards participation in the profits and assets of the Company
 pari passu with or after such Euro Preference Shares in each case on such
 terms and conditions as may be prescribed by the terms of issue thereof. 


	
 

	
 

	
 

	
 


	
 

	
Variation of class rights


	
 

	
 


	
 

	
(10)

	
(a)

	
Subject to
 the provisions of the Act: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
all or any
 of the rights, preferences, privileges, limitations or restrictions for the
 time being attached to the Euro Preference Shares may from time to time
 (whether or not the Company is being wound up) be varied or abrogated with
 the consent in writing of the holders of not less than three-quarters in
 nominal value of the Euro Preference Shares of all series in issue or with
 the sanction of an extraordinary resolution passed at a separate general
 meeting of the holders of the Euro Preference Shares, voting as a single
 class without regard for series; and 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iv)

	
all or any
 of the rights, preferences, privileges, limitations or restrictions for the
 time being attached to Euro Preference Shares of any series may be varied or
 abrogated so as to affect adversely such rights on a basis 





217






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
different
 from any other series of Euro Preference Shares with the consent in writing
 of the holders of not less than three-quarters in nominal value of the Euro
 Preference Shares of such series or with the sanction of an extraordinary
 resolution passed at a separate general meeting of the holders of Euro
 Preference Shares of such series. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
All the
 provisions of these Articles as to general meetings of the Company shall
 mutatis mutandis apply to any such separate general meeting, but so that the
 necessary quorum shall be two persons holding or representing by proxy at
 least one-third in nominal value of the issued shares of the class, that
 every holder of shares of the class shall be entitled on a poll to one vote
 for every share of the class held by him, that any holder of shares of the
 class present in person or by proxy may demand a poll and that at any
 adjourned meeting of the holders one holder present in person or by proxy
 (whatever the number of shares held by him) shall be a quorum. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Unless
 otherwise provided by its terms of issue, the rights attached to any Euro
 Preference Share shall not be deemed to be varied or abrogated by a reduction
 of any share capital or purchase by the Company or redemption of any share
 capital in each case ranking as regards participation in the profits and
 assets of the Company in priority to or pari passu with or after such Euro
 Preference Share. 


	
 

	
 

	
 

	
 


	
 

	
5C

	
Rights of the Non-voting Deferred Shares 


	
 

	
 

	
 


	
 

	
5C.1

	
The
 following rights and restrictions shall be attached to the Non-voting
 Deferred Shares: 


	
 

	
 

	
 


	
 

	
 

	
(1)

	
As regards
 income 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
The holders
 of the Non-voting Deferred Shares shall not be entitled to receive any
 dividend out of the profits of the Company available for distribution and
 resolved to be distributed in respect of any financial year. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
As regards
 capital 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
On a
 distribution of assets on a winding-up or other return of capital (otherwise
 than on conversion or redemption or purchase by the Company of any of its
 shares) the holders of the Non-voting Deferred Shares shall be entitled to
 receive the amount paid up on their shares after there shall have been
 distributed (in cash or specie) to the holders of the Ordinary Shares the
 amount of £10,000,000 in respect of each Ordinary Share held by them
 respectively. For this purpose distributions in currency other than sterling
 shall be treated as converted into sterling, and the value of any
 distribution in specie shall be ascertained in sterling, in each case in such
 manner as the Board or the Company in general meeting may approve. The
 Non-voting Deferred Shares shall not entitle the holders thereof to any
 further or other right of participation in the assets of the Company. 





218






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
As regards
 voting 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
The holders
 of Non-voting Deferred Shares shall not be entitled to receive notice of or to
 attend (either personally or by proxy) any general meeting of the Company or
 to vote (either personally or by proxy) on any resolution to be proposed
 thereat. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
Variation 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
The rights
 attached to the Non-voting Deferred Shares shall not be deemed to be varied
 or abrogated by the creation or issue of any new shares ranking in priority
 to or pari passu with or subsequent to such shares. 


	
 

	
 

	
 

	
 


	
 

	
6.

	
Allotment 


	
 

	
 

	
 


	
 

	
6.1

	
Subject to
 the provisions of the Act and to any relevant authority of the Company in
 general meeting required by the Act, unissued shares of the Company at the
 date of adoption of these Articles and any shares hereafter created shall be
 at the disposal of the Board, which may allot (with or without conferring
 rights of renunciation), grant options over, offer or otherwise deal with or
 dispose of them or grant rights to subscribe for or convert any security into
 shares of the Company to such persons (including the Directors themselves),
 at such times and generally on such terms and conditions as the Board may
 decide, provided that no share shall be issued at a discount. 


	
 

	
 

	
 


	
 

	
6.2

	
(1)

	
This Article
 6.2 applies to any rights issue of any New Securities (as hereinafter
 defined) or any invitation to subscribe for any such securities which the
 Company may make in favour of holders of Ordinary Shares. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
Whenever
 this Article 6.2 applies, the Company shall subject to the following
 provisions of this Article 6.2 extend the same invitation to all holders of
 Ordinary Shares at the same price and on the same terms. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
Notwithstanding
 anything herein contained, whenever this Article 6.2 applies: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(a)

	
the Board
 may make such exclusions or other arrangements as the Board may deem
 necessary or expedient in relation to fractional entitlements or having
 regard to any restrictions or obligations under the laws of or the
 requirements of any regulatory body or stock exchange in any territory or
 otherwise howsoever; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)

	
the Board
 may offer to holders of Ordinary Shares denominated in one currency Ordinary
 Shares denominated in the same or some other currency (or the right to
 subscribe for or to convert into or to exchange any securities for any such
 Ordinary Shares) and may give to any holders of Ordinary Shares a choice as
 to the currency in which the Ordinary Shares which they acquire (whether in
 pursuance of the rights issue or any such right as aforesaid) are
 denominated; 





219






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(c)

	
the Board
 may determine that the price per New Security may be converted into such
 currency or currencies at such rate or rates of exchange as the Board may in
 its absolute discretion determine and so that the invitation may be made to
 holders of Ordinary Shares in different currencies and so that such holders
 may be given the option of subscribing in one or more different currencies; 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(d)

	
if the Board
 determines to exercise the powers conferred by paragraphs (b) or (c) above,
 it need not exercise such powers in the same manner or to the same extent in
 relation to all holders of Ordinary Shares but may exercise such powers in
 relation to such holders of Ordinary Shares and in such manner and to such
 extent as it shall in its absolute discretion think fit. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(4)

	
In this
 Article 6.2, “New Securities” means Ordinary Shares or any securities
 conferring the right to subscribe for or convert into or to exchange such
 security for Ordinary Shares. 


	
 

	
 

	
 

	
 


	
 

	
7.

	
Redeemable shares 


	
 

	
 

	
 


	
 

	
7.1

	
Subject to
 the provisions of the Act and to any special rights for the time being
 attached to any existing shares, any share may be issued which is, or at the
 option of the Company or of the holder of such share is liable, to be
 redeemed on such terms and in such manner as these Articles may provide. 


	
 

	
 

	
 


	
 

	
8.

	
Power to attach rights 


	
 

	
 

	
 


	
 

	
8.1

	
Subject to
 the provisions of the Act and to any special rights for the time being
 attached to any existing shares, any shares may be allotted or issued with or
 have attached to them such preferred, deferred or other special rights or
 restrictions, whether in regard to dividend, voting, transfer, return of
 capital or otherwise, as the Company may from time to time by ordinary
 resolution determine or, if no such resolution has been passed or so far as
 the resolution does not make specific provision, as the Board may determine. 


	
 

	
 

	
 


	
 

	
9.

	
Stock and share warrants to bearer 


	
 

	
 

	
 


	
 

	
9.1

	
The Company
 may issue, under the Seal, share warrants to bearer in respect of any fully
 paid shares in the Company, stating that the bearer is entitled to the shares
 represented thereby, and the Company may provide by coupons or otherwise for
 the payment of any future dividends on the shares so represented. Such powers
 shall be vested in the Board which may determine and from time to time vary
 the conditions upon which warrants shall be issued. Without prejudice to the
 generality of the foregoing, the Board may determine the conditions upon
 which any warrant or coupon shall be replaced, but so that, in the case of
 the loss of a warrant or coupon, no replacement warrant or coupon shall be
 issued unless the Board is satisfied beyond reasonable doubt that the
 original has been destroyed, and the Board may also determine the conditions
 upon which the bearer of a warrant shall be entitled to receive notice of,
 and to attend and vote and demand a poll at, general meetings of the Company
 and to join in requisitioning or convening general 





220






	
 

	
 

	
 


	
 

	
 

	
meetings,
 and upon which a warrant may be surrendered and the name of the bearer
 entered in the register in respect of the shares represented thereby. 


	
 

	
 

	
 


	
 

	
 

	
Subject to
 such conditions and to the provisions of these Articles and of the Act, the
 bearer of a warrant shall be deemed to be a member for all purposes. The
 bearer of a warrant shall hold the same subject to the conditions for the
 time being in force in regard to warrants for shares of the same class of
 shares to which the warrant relates and whether such conditions are
 determined by the Board before or after the issue of such warrant. 


	
 

	
 

	
 


	
 

	
10.

	
Commission and brokerage 


	
 

	
 

	
 


	
 

	
10.1

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


	
 

	
 

	
 


	
 

	
11.

	
Trusts not to be recognised 


	
 

	
 

	
 


	
 

	
11.1

	
Except as
 otherwise expressly provided by these Articles, as required by law or as
 ordered by a court of competent jurisdiction, the Company shall not recognise
 any person as holding any share on any trust, and (except as aforesaid) the
 Company shall not be bound by or recognise (even if having notice of it) any
 equitable, contingent, future, partial or other claim to or interest in any
 share except an absolute right of the holder to the whole of the share. 


	
 

	
 

	
 


	
 

	
SHARE CERTIFICATES 


	
 

	
 


	
 

	
12.

	
Right to certificates 


	
 

	
 

	
 


	
 

	
12.1

	
On becoming
 the holder of any share every person (except a recognised person in respect
 of whom the Company is not by law required to complete and have ready for
 delivery a certificate) shall be entitled, without charge, to receive within
 two months after allotment or lodgment of a transfer (unless the terms of
 issue of the shares provide otherwise) one certificate for all the shares of
 each class registered in his name. Such certificate shall specify the number,
 class, and distinguishing numbers (if any) of the shares in respect of which
 it is issued and the amount or respective amounts paid up thereon. 


	
 

	
 

	
 


	
 

	
12.2

	
[Deleted by
 Special Resolution passed on 28 May 1999] 


	
 

	
 

	
 


	
 

	
12.3

	
If and so
 long as all the issued shares of the Company or all the issued shares of a
 particular class are fully paid up and rank pari passu for all purposes, then
 none of those shares shall bear a distinguishing number. In all other cases
 each share shall bear a distinguishing number. 





221






	
 

	
 

	
 


	
 

	
12.4

	
The Company
 shall not be bound to issue more than one certificate in respect of shares
 held jointly by two or more persons. Delivery of a certificate to the person
 first named on the register shall be sufficient delivery to all joint
 holders. 


	
 

	
 

	
 


	
 

	
12.5

	
Where a
 member (other than a recognised person) has transferred part only of the
 shares comprised in a certificate, he shall be entitled without charge to a
 certificate for the balance of such shares. 


	
 

	
 

	
 


	
 

	
12.6

	
No
 certificate shall be issued representing shares of more than one class, or in
 respect of shares held by a recognised person. 


	
 

	
 

	
 


	
 

	
13.

	
Replacement certificates 


	
 

	
 

	
 


	
 

	
13.1

	
Any two or
 more certificates representing shares of any one class held by any member may
 at his request be cancelled and a single new certificate for such shares
 issued in lieu without charge on surrender of the original certificates for
 cancellation. 


	
 

	
 

	
 


	
 

	
13.2

	
If any
 member shall surrender for cancellation a share certificate representing
 shares held by him and request the Company to issue in lieu two or more share
 certificates representing such shares in such proportions as he may specify,
 the Board may, if it thinks fit, comply with such request. 


	
 

	
 

	
 


	
 

	
13.3

	
If any share
 certificate shall be defaced, worn out, destroyed or lost, it may be renewed
 on such terms as to provision of evidence and indemnity (with or without
 security) and without prejudice to the provisions of paragraph 13.5 below to
 payment of any exceptional ‘out of pocket’ expenses, including those incurred
 by the Company in investigating such evidence and preparing such indemnity
 and security, as the Board may decide, and on surrender of the original
 certificate (where it is defaced, damaged or worn out) but without further
 charge. 


	
 

	
 

	
 


	
 

	
13.4

	
In the case
 of shares held jointly by several persons, any such request as is mentioned
 in this Article 13 may be made by any one of the joint holders. 


	
 

	
 

	
 


	
 

	
13.5

	
If the Board
 so requires, a fee shall be paid in any jurisdiction in which all or any
 shares are for the time being listed or traded on a stock exchange in that
 jurisdiction before the issue of any new certificate, whether the same is
 issued as a result of a transfer or transmission of the shares to which it
 relates or the splitting up of an existing certificate provided always that
 such fee shall not exceed the maximum such fee prescribed or permitted from
 time to time by the relevant stock exchange or by a relevant regulatory body
 in that jurisdiction. 


	
 

	
 

	
 


	
 

	
LIEN ON SHARES 


	
 

	
 


	
 

	
14.

	
Lien on shares not fully paid 


	
 

	
 

	
 


	
 

	
14.1

	
The Company
 shall have a first and paramount lien on any of its shares which are not
 fully paid, to the extent and in the circumstances permitted by section 150
 of the Act. 





222






	
 

	
 

	
 


	
 

	
 

	
The Board
 may waive any lien which has arisen and may resolve that any share shall for
 some limited period be exempt wholly or partially from the provisions of this
 Article. 


	
 

	
 

	
 


	
 

	
15.

	
Enforcement of lien by sale 


	
 

	
 

	
 


	
 

	
15.1

	
The Board
 may sell all or any of the shares subject to any lien at such time or times
 and in such manner as it may determine. However, no sale shall be made until
 such time as the moneys in respect of which such lien exists or some part
 thereof are or is presently payable or the liability or engagement in respect
 of which such lien exists is liable to be presently fulfilled or discharged,
 and until a demand and notice in writing stating the amount due or specifying
 the liability or engagement and demanding payment or fulfilment or discharge
 thereof and giving notice of intention to sell in default shall have been
 served on the holder or the persons (if any) entitled by transmission to the
 shares, and default in payment, fulfilment or discharge shall have been made
 by him or them for 14 clear days after service of such notice. For giving
 effect to any such sale, the Board may authorise some person to execute an
 instrument of transfer of the shares sold in the name and on behalf of the
 holder of or the persons entitled by transmission to the shares in favour of
 the purchaser or as the purchaser may direct. The purchaser shall not be
 bound to see to the application of the purchase money, and the title of the
 transferee to the shares shall not be affected by any irregularity in or
 invalidity of the proceedings in reference to the sale. 


	
 

	
 

	
 


	
 

	
16.

	
Application of proceeds of sale 


	
 

	
 

	
 


	
 

	
16.1

	
The net
 proceeds of any sale of shares subject to any lien, after payment of the
 costs, shall be applied in or towards satisfaction of so much of the amount
 due to the Company, or of the liability or engagement (as the case may be) as
 is presently payable or is liable to be presently fulfilled or discharged.
 The balance (if any) shall (on surrender to the Company for cancellation of
 the certificate for the shares sold, and subject to a like lien for any
 moneys not presently payable or any liability or engagement not liable to be
 presently fulfilled or discharged as existed on the shares before the sale)
 be paid to the member or the person (if any) entitled by transmission to the
 shares so sold. 


	
 

	
 

	
 


	
 

	
CALLS ON SHARES 


	
 

	
 

	
 


	
 

	
17.

	
Calls 


	
 

	
 

	
 


	
 

	
17.1

	
Subject to
 the terms of allotment of shares, the Board may from time to time make calls
 on the members in respect of any moneys unpaid on the shares or any class of
 shares held by them respectively (whether in respect of nominal value or
 premium) and not payable on a date fixed by or in accordance with the terms
 of issue. Each member shall (subject to receiving at least 14 clear days’
 notice specifying when and where payment is to be made and whether or not by
 instalments) be liable to pay the amount of every call so made on him as
 required by the notice. A call shall be deemed to have been made at the time
 when the resolution of the Board authorising such call was passed or (as the
 case may require) any person to whom power has been delegated pursuant to
 these Articles serves notice of exercise of such power. A call may be
 required to be paid by instalments and may, before 





223






	
 

	
 

	
 


	
 

	
 

	
receipt by
 the Company of any sum due thereunder, be either revoked or postponed in
 whole or part as regards all or any holder(s) as the Board may determine. A
 person on whom a call is made shall remain liable notwithstanding the
 subsequent transfer of the shares in respect of which the call was made. The
 joint holders of a share shall be jointly and severally liable for the
 payment of all calls in respect thereof. 


	
 

	
 

	
 


	
 

	
18.

	
Interest on calls 


	
 

	
 

	
 


	
 

	
18.1

	
If the whole
 of the sum payable in respect of any call is not paid on or before the day
 appointed for payment, the person from whom it is due and payable shall pay
 all costs, charges and expenses that the Company may have incurred by reason
 of such non-payment, together with interest on the unpaid amount from the day
 appointed for payment thereof to the time of actual payment at the rate fixed
 by the terms of the allotment of the share or in the notice of the call or,
 if no rate is so fixed, at such rate not exceeding 15 per cent per annum as
 the Board shall determine. The Board may waive payment of such costs,
 charges, expenses or interest in whole or in part.


	
 

	
 

	
 


	
 

	
19.

	
Rights of member when call unpaid 


	
 

	
 

	
 


	
 

	
19.1

	
No member
 shall, unless the Board otherwise determines, be entitled to receive any
 dividend or to be present and vote at any general meeting either personally
 or (save as proxy for another member) by proxy, or be reckoned in a quorum,
 or to exercise any other privilege as a member unless and until he shall have
 paid all calls for the time being due and payable on every share held by him,
 whether alone or jointly with any other person, together with interest and
 expenses (if any). 


	
 

	
 

	
 


	
 

	
20.

	
Sums due on allotment treated as calls 


	
 

	
 

	
 


	
 

	
20.1

	
Any sum
 payable in respect of a share on allotment or at any fixed date, whether in
 respect of the nominal value of the share or by way of premium or as an
 instalment of a call, shall for all purposes of these Articles be deemed to
 be a call duly made. If it is not paid the provisions of these Articles shall
 apply as if such amount had become due and payable by virtue of a call. 


	
 

	
 

	
 


	
 

	
21.

	
Power to differentiate 


	
 

	
 

	
 


	
 

	
21.1

	
The Board
 may make arrangements on the allotment or issue of shares for a difference as
 between the allottees or holders of such shares in the amount and time of
 payment of calls. 


	
 

	
 

	
 


	
 

	
22.

	
Payment in advance of calls 


	
 

	
 

	
 


	
 

	
22.1

	
The Board
 may, if it thinks fit, receive from any member willing to advance the same
 all or any part of the moneys uncalled and unpaid on the shares held by him.
 Such payment in advance of calls shall extinguish pro tanto the liability on
 the shares on which it is made. The Company may pay interest on the money
 paid in advance, or so much of it as exceeds the amount for the time being
 called up on the shares in respect of which such advance has been made, at
 such rate as the Board may decide. The Board may at any time 





224






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
repay the
 amount so advanced on giving to such member not less than three months’
 notice in writing of its intention in that behalf, unless before the
 expiration of such notice the amount so advanced shall have been called up on
 the shares in respect of which it was advanced. 


	
 

	
 

	
 


	
 

	
23.

	
Delegation of power to make calls 


	
 

	
 

	
 


	
 

	
23.1

	
If any
 uncalled capital of the Company is included in or charged by any mortgage or
 other security, the Board may delegate to the person in whose favour such
 mortgage or security is executed, or to any other person in trust for him,
 the power to make calls on the members in respect of such uncalled capital,
 to sue in the name of the Company or otherwise for the recovery of moneys
 becoming due in respect of calls so made and to give valid receipts for such
 moneys. The power so delegated shall subsist during the continuance of the
 mortgage or security, notwithstanding any change of Directors, and shall be
 assignable if expressed so to be. 


	
 

	
 

	
 


	
 

	
24.

	
Indemnity against claims in respect of shares 


	
 

	
 

	
 


	
 

	
24.1

	
Whenever any
 law for the time being of any country, state or place imposes or purports to
 impose any immediate or future or possible liability on the Company to make
 any payment, or empowers any government or taxing authority or government
 official to require the Company to make any payment, in respect of any shares
 held either jointly or solely by any member or in respect of any dividends,
 bonuses or other monies due or payable or accruing due or which may become
 due or payable to such member by the Company or in respect of any such shares
 or for or on account or in respect of any member and whether in consequence
 of: 


	
 

	
 

	
 


	
 

	
 

	
(a)

	
the death of
 such member; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
the
 non-payment of any income tax or other tax by such member; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
the
 non-payment of any estate, probate, succession, death, stamp, or other duty
 by the executor or administrator of such member or by or out of his estate;
 or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
any other
 act or thing; the Company in every such case: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
shall be
 fully indemnified by such member or his executor or administrator from all
 liability arising by virtue of such law; and 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
may recover
 as a debt due from such member or his executor or administrator (wherever
 constituted or residing) any monies paid by the Company under or in consequence
 of any such law, together with interest thereon at the rate of 15 per cent.
 per annum thereon from the date of payment to the date of repayment. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Nothing
 contained in this Article shall prejudice or affect any right or remedy which
 any law may confer or purport to confer on the Company and as between the
 Company and every such member as aforesaid, his executor, administrator, 





225






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
and estate
 wherever constituted or situated, any right or remedy which such law shall
 confer or purport to confer on the Company shall be enforceable by the
 Company. 


	
 

	
 

	
 

	
 


	
 

	
FORFEITURE OF SHARES 


	
 

	
 


	
 

	
25.

	
Notice if call not paid 


	
 

	
 

	
 


	
 

	
25.1

	
If any
 member fails to pay the whole of any call or any instalment of any call on or
 before the day appointed for payment, the Board may at any time serve a
 notice in writing on such member or on any person entitled to the shares by
 transmission, requiring payment, on a date not less than 14 clear days from
 the date of the notice, of the amount unpaid and any interest which may have
 accrued thereon and any costs, charges and expenses incurred by the Company
 by reason of such non-payment. The notice shall name the place where the
 payment is to be made and state that, if the notice is not complied with, the
 shares in respect of which such call was made will be liable to be forfeited.
 


	
 

	
 

	
 


	
 

	
26.

	
Forfeiture for non-compliance 


	
 

	
 

	
 


	
 

	
26.1

	
If the
 notice referred to in Article 25 is not fully complied with, any share in
 respect of which it was given may, at any time before the payment required by
 the notice has been made, be forfeited by a resolution of the Board to that
 effect. Such forfeiture shall include all dividends declared or other moneys
 payable in respect of the forfeited shares and not paid before the
 forfeiture. 


	
 

	
 

	
 


	
 

	
26.2

	
If any
 person from whom any call or interest thereon or any part thereof is due, and
 whose share has been declared forfeited for non-payment thereof, shows to the
 satisfaction of the Board that he is unable to pay the whole amount then
 remaining due from him in respect of such call or interest, the Board may
 accept from him such sum by way of composition for and in lieu of the whole
 amount so then due from him as the Board may determine; and upon the payment
 of such composition may discharge him from all claims and demands whatsoever
 then remaining due in respect of such call and interest; but no such
 composition shall be accepted from any person while he continues a member in
 his own right in respect of any share besides the share so forfeited, or
 shall give him any claim to or in respect of the share so forfeited. 


	
 

	
 

	
 


	
 

	
27.

	
Notice after forfeiture 


	
 

	
 

	
 


	
 

	
27.1

	
When any
 share has been forfeited, notice of the forfeiture shall be served on the
 person who was before forfeiture the holder of the share or the person
 entitled to such share by transmission (as the case may be). An entry of such
 notice having been given and of the forfeiture with the date thereof shall
 forthwith be made in the Register in respect of such share. However, no
 forfeiture shall be invalidated by any omission to give such notice or to
 make such entry as aforesaid. 





226






	
 

	
 


	
28.

	
Forfeiture may be annulled 


	
 

	
 


	
28.1

	
The Board
 may, at any time before any share so forfeited has been cancelled or sold,
 re-allotted or otherwise disposed of, annul the forfeiture, on the terms of
 payment of all calls and interest due thereon and all expenses incurred in
 respect of the share and on such further terms (if any) as the Board shall
 see fit. 


	
 

	
 


	
29.

	
Surrender 


	
 

	
 


	
29.1

	
The Board
 may accept a surrender of any share liable to be forfeited. In such case
 references in these Articles to forfeiture shall include surrender. 


	
 

	
 


	
30.

	
Disposal of forfeited shares 


	
 

	
 


	
30.1

	
Every share
 which shall be forfeited shall thereupon become the property of the Company.
 Subject to the provisions of the Act any such share may be sold, re-allotted
 or otherwise disposed of, either to the person who was before forfeiture the
 holder thereof or entitled thereto or to any other person, on such terms and
 in such manner as the Board shall determine. The Board may for the purposes
 of the disposal authorise some person to transfer the shares in question and
 may enter the name of the transferee in respect of the transferred shares in
 the Register notwithstanding the absence of any share certificate being
 lodged in respect thereof and may issue a new certificate to the transferee
 and an instrument of transfer executed by that person shall be as effective
 as if it had been executed by the holder of, or person entitled by
 transmission to, the shares. The Company may receive the consideration (if
 any) given for the share on its disposal. 


	
 

	
 


	
31.

	
Effect of forfeiture 


	
 

	
 


	
31.1

	
A
 shareholder whose shares have been forfeited shall cease to be a member in
 respect of them and shall surrender to the Company for cancellation the
 certificate for the shares forfeited. He shall nevertheless be liable to pay
 to the Company all calls made and not paid on such shares at the time of
 forfeiture, and interest thereon from the date of the forfeiture to the date
 of payment, in the same manner in all respects as if the shares had not been
 forfeited, and to satisfy all (if any) claims and demands which the Company
 might have enforced in respect of the shares at the time of forfeiture,
 without any reduction or allowance for the value of the shares at the time of
 forfeiture or for any consideration received on their disposal. 


	
 

	
 


	
32.

	
Extinction of claims 


	
 

	
 


	
32.1

	
The
 forfeiture of a share shall involve the extinction at the time of forfeiture
 of all interest in and all claims and demands against the Company in respect
 of the share and all other rights and liabilities incidental to the share as
 between the shareholder whose share is forfeited and the Company, except only
 such of those rights and liabilities as are by these Articles expressly
 saved, or as are by the Act given or imposed in the case of past members. 





227








	
 

	
 


	
33.

	
Evidence of forfeiture


	
 

	
 


	
33.1

	
A statutory
 declaration by a Director or the Secretary that a share has been forfeited in
 pursuance of these Articles, and stating the date on which it was forfeited,
 shall, as against all persons claiming to be entitled to the share adversely
 to the forfeiture thereof, be conclusive evidence of the facts therein
 stated. The declaration, together with the receipt of the Company for the
 consideration (if any) given for the share on the sale or disposition thereof
 and a certificate for the share under the Seal delivered to the person to
 whom the same is sold or disposed of, shall (subject if necessary to the
 execution of an instrument of transfer) constitute a good title to the share.
 Subject to the execution of any necessary transfer, such person shall be
 registered as the holder of the share and shall be discharged from all calls
 made prior to such sale or disposition and shall not be bound to see to the
 application of the purchase money or other consideration (if any), nor shall
 his title to the share be affected by any act, omission or irregularity
 relating to or connected with the proceedings in reference to the forfeiture
 or disposal of the share. 


	
 

	
 


	
 

	
Any such
 person shall not (unless by express agreement) become entitled to any of the
 dividends accrued or which might have accrued upon the shares before the
 completion of the sale or disposition thereof. 





TRANSFER OF SHARES


	
 

	
 

	
 


	
34.

	
Form of transfer


	
 

	
 


	
34.1

	
Each member
 may transfer all or any of his shares by instrument of transfer in writing in
 any usual form or in any form approved by the Board. Such instrument shall be
 executed by or on behalf of the transferor and (in the case of a transfer of
 a share which is not fully paid up) by or on behalf of the transferee. The
 transferor shall be deemed to remain the holder of such share until the name
 of the transferee is entered in the Register in respect of it.


	
 

	
 


	
35.

	
Right to refuse registration


	
 

	
 


	
35.1

	
The Board
 may, in its absolute discretion, refuse to register any share transfer
 unless:


	
 

	
 


	
 

	
(a)

	
it is in
 respect of a share which is fully paid up;


	
 

	
 

	
 


	
 

	
(b)

	
it is in
 respect of a share on which the Company has no lien; 


	
 

	
 

	
 


	
 

	
(c)

	
it is in
 respect of only one class of shares and in respect of shares denominated in
 the same currency; 


	
 

	
 

	
 


	
 

	
(d)

	
it is in
 favour of a single transferee or not more than four joint transferees; 


	
 

	
 

	
 


	
 

	
(e)

	
it is duly
 stamped (if so required); and 


	
 

	
 

	
 


	
 

	
(f)

	
it is
 delivered for registration to the Office or such other place as the Board may
 from time to time determine, accompanied (except in the case of a transfer by
 a 





228








	
 

	
 

	
 


	
 

	
 

	
recognised
 person where a certificate has not been issued) by the certificate for the
 shares to which it relates 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 


	
 

	
 

	
 


	
 

	
provided
 that the Board shall not refuse to register any transfer of partly paid
 shares which are listed on The Stock Exchange on the grounds that they are
 partly paid shares in circumstances where such refusal would prevent dealing
 in such shares from taking place on an open and proper basis. References
 herein to a transfer shall be deemed to include renunciation of a
 renounceable letter of allotment. 


	
 

	
 


	
35.2

	
A transfer
 of shares will not be registered in the circumstances envisaged by Article
 81. 


	
 

	
 


	
36.

	
Notice of refusal 


	
 

	
 


	
36.1

	
If the Board
 refuses to register a transfer of a share it shall, within two months after
 the date on which the transfer was lodged with the Company send notice of the
 refusal, together with the reasons for the refusal, to the transferee. 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. All
 instruments of transfer which are registered may be retained by the Company. 


	
 

	
 


	
37.

	
Closing of Registers 


	
 

	
 


	
37.1

	
The
 registration of transfers of shares or of any class of shares may be
 suspended at such times and for such periods (not exceeding 30 days in any
 year) as the Board may from time to time determine. Any closing of the
 Register shall be notified in accordance with the requirements of the Act and
 shall be notified at least once by advertisement in a leading daily newspaper
 published in the United Kingdom and in one leading English language daily
 newspaper printed and circulating in the place where such closing takes place
 (and if such place is Hong Kong also in one leading Chinese language daily
 newspaper circulating in Hong Kong).


	
 

	
 


	
38.

	
Fees on registration 


	
 

	
 


	
38.1

	
If the Board
 so requires, a fee shall be charged in any jurisdiction in which all or any shares
 are for the time being listed or traded on a stock exchange in that
 jurisdiction for the registration of a transfer or on the registration of any
 probate, letters of administration, certificate of death or marriage, power
 of attorney, notice or other instrument relating to or affecting the title to
 any shares provided always that such fee shall not exceed the maximum such
 fee prescribed or permitted from time to time by the relevant stock exchange
 or by a relevant regulatory body in that jurisdiction. 


	
 

	
 


	
39.

	
Other powers in relation to transfers 


	
 

	
 


	
39.1

	
Nothing in
 these Articles shall preclude the Board: 





229








	
 

	
 

	
 


	
 

	
(a)

	
from
 recognising a renunciation of the allotment of any share by the allottee in
 favour of some other person; or 


	
 

	
 

	
 


	
 

	
(b)

	
if empowered
 by these Articles to authorise any person to execute an instrument of
 transfer of a share, from authorising any person to transfer that share in
 accordance with any procedures implemented pursuant to Article 12.2. 


	
 

	
 

	
 


	
40.

	
[Deleted by Special Resolution
passed on 9 June 1992 which came into effect on 10 July 1992.]  





TRANSMISSION OF SHARES


	
 

	
 


	
41.

	
On death


	
 

	
 


	
41.1

	
If a member
 dies, the survivors or survivor, where he was a joint holder, and his
 executors or administrators, where he was a sole or the only survivor of
 joint holders, shall be the only persons recognised by the Company as having
 any title to his shares. Nothing in these Articles shall release the estate
 of a deceased member from any liability in respect of any share which has
 been solely or jointly held by him. 


	
 

	
 


	
42.

	
Election of person entitled by transmission


	
 

	
 


	
42.1

	
Any person
 becoming entitled to a share in consequence of the death or bankruptcy of any
 member, or of any other event giving rise to a transmission of such
 entitlement by operation of law, may, on such evidence as to his title being
 produced as the Board may require, elect either to become registered as a
 member or to have some person nominated by him registered as a member. If he
 elects to become registered himself, he shall give notice to the Company to
 that effect. If he elects to have some other person registered, he shall
 execute an instrument of transfer of such share to that person. All the
 provisions of these Articles relating to the transfer of shares shall apply
 to the notice or instrument of transfer (as the case may be) as if it were an
 instrument of transfer executed by the member and his death, bankruptcy or
 other event as aforesaid had not occurred. Where the entitlement of a person
 to a share in consequence of the death or bankruptcy of a member or of any
 other event giving rise to its transmission by operation of law is proved to
 the satisfaction of the Board, the Board shall within two months after proof
 cause the entitlement of that person to be noted in the Register.


	
 

	
 


	
43.

	
Rights on transmission


	
 

	
 


	
43.1

	
Where a
 person becomes entitled to a share in consequence of the death or bankruptcy
 of any member, or of any other event giving rise to a transmission of such
 entitlement by operation of law, the rights of the holder in relation to such
 share shall cease. However, the person so entitled may give a good discharge
 for any dividends and other moneys payable in respect of it and shall have
 the same rights to which he would be entitled if he were the holder of the
 share, except that he shall not, before he is registered as the holder of the
 share, be entitled in respect of it to receive notice of, or to attend or
 vote at any meeting of the Company or at any separate meeting of the holders
 of any class of shares of the Company. The Board may at any time give notice
 requiring any such person to 





230








	
 

	
 


	
 

	
elect either to be registered himself or to transfer the share. If the notice is not
 complied with within 60 days, the Board may thereafter withhold payment of
 all dividends and other moneys payable in respect of such share until the
 requirements of the notice have been complied with. 





DESTRUCTION OF DOCUMENTS


	
 

	
 

	
 


	
44.

	
Destruction of documents


	
 

	
 


	
44.1

	
The Company
 may destroy: 


	
 

	
 


	
 

	
(a)

	
any
 instrument of transfer, after six years from the date on which it is
 registered (or such shorter period as the Board shall determine provided a
 copy thereof is retained by microfilming or other similar means); 


	
 

	
 

	
 


	
 

	
(b)

	
any dividend
 mandate or any variation or cancellation thereof or any notification of
 change of name or address, after two years from the date on which it is
 recorded (or such shorter period as the Board shall determine provided a copy
 thereof is retained by microfilming or other similar means); 


	
 

	
 

	
 


	
 

	
(c)

	
any share
 certificate, after one year from the date on which it is cancelled (or such
 shorter period as the Board shall determine provided a copy thereof is
 retained by microfilming or other similar means); and 


	
 

	
 

	
 


	
 

	
(d)

	
any other
 document on the basis of which any entry in the Register is made, after six
 years from the date on which an entry was first made in the Register in
 respect of it (or such shorter period as the Board shall determine provided a
 copy thereof is retained by microfilming or other similar means). 


	
 

	
 

	
 


	
44.2

	
It shall be
 conclusively presumed in favour of the Company that every entry in the
 Register purporting to have been made on the basis of a document so destroyed
 was duly and properly made, that every instrument of transfer so destroyed
 was duly registered, that every share certificate so destroyed was duly
 cancelled, and that every other document so destroyed was valid and effective
 in accordance with the particulars in the records of the Company, provided
 that: 


	
 

	
 


	
 

	
(a)

	
this Article
 44 shall apply only to the destruction of a document in good faith and
 without notice of any claim (regardless of the parties to it) to which the
 document might be relevant;


	
 

	
 

	
 


	
 

	
(b)

	
nothing in
 this Article 44 shall be construed as imposing on the Company any liability
 in respect of the destruction of any such document otherwise than as provided
 for in this Article 44 which would not attach to the Company in the absence
 of this Article 44; and 


	
 

	
 

	
 


	
 

	
(c)

	
references
 in this Article 44 to the destruction of any document include references to
 the disposal of it in any manner. 





231






ALTERATION OF SHARE CAPITAL


	
 

	
 

	
 


	
45.

	
Increase, consolidation, cancellation and sub-division


	
 

	
 


	
45.1

	
The Company
 in general meeting may from time to time by ordinary resolution: 


	
 

	
 


	
 

	
(a)

	
increase its
 share capital by such sum to be divided into shares of such amount as the
 resolution prescribes; 


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
(c)

	
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; and 


	
 

	
 

	
 


	
 

	
(d)

	
subject to
 the provisions of the Act, sub-divide its shares or any of them into shares
 of smaller amount, and may by such resolution determine that, as between the
 shares resulting from such sub-division, one or more of the shares may, as
 compared with the others, have any such preferred, deferred or other special
 rights or be subject to any such restrictions as the Company has power to
 attach to unissued or new shares. 


	
 

	
 

	
 


	
 

	
Any
 resolution for consolidation and division of Ordinary Shares into shares of a
 larger nominal amount pursuant to paragraph (b) of this Article and any
 resolution for sub-division of Ordinary Shares into shares of a smaller amount
 pursuant to paragraph (d) of this Article shall constitute a variation of the
 rights attached to the Ordinary Shares unless such resolution shall affect
 all the Ordinary Shares in issue in like manner and to like extent. 


	
 

	
 


	
46.

	
Fractions


	
 

	
 


	
46.1

	
Whenever as
 the result of any consolidation, division or sub-division of shares any
 difficulty arises, the Board may settle it as it thinks fit and in particular
 (but without prejudice to the generality of the foregoing): 


	
 

	
 


	
 

	
(a)

	
whenever as
 a result of any consolidation of shares any members would become entitled to
 fractions of shares, the Board may, on behalf of those members, sell the shares
 incorporating the fractions for the best price reasonably obtainable to any
 person (including the Company) and distribute the net proceeds of sale after
 deduction of the expenses of sale in due proportion among those members
 (except that any amount otherwise due to a member, being less than £2.50 or
 its equivalent based on such exchange rate as the Board may determine in any
 other relevant currency or such other sum as the Board may from time to time
 determine, may be retained for the benefit of the Company); 


	
 

	
 

	
 


	
 

	
(b)

	
the Board
 may as between the holders of shares to be consolidated determine which
 particular shares are to be consolidated into each consolidated share and, in
 





232








	
 

	
 

	
 


	
 

	
 

	
the case of
 any shares registered in the name of one holder or joint holders being
 consolidated with shares registered in the name of another holder or joint
 holders, may make such arrangements as it may think fit for the sale of the
 consolidated share and for the distribution among the persons entitled
 thereto of the net proceeds of such sale after deduction of the expenses of
 sale or for the payment of such net proceeds to the Company (except that any
 amount otherwise due to a member, being less than £2.50 or its equivalent
 based on such exchange rate as the Board may determine in any other relevant
 currency or such other sum as the Board may from time to time determine, may
 be retained for the benefit of the Company); 


	
 

	
 

	
 


	
 

	
(c)

	
alternatively,
 provided that the necessary unissued shares are available, the Board may, in
 each case where the number of shares held by any holder is not an exact
 multiple of the number of shares to be consolidated into a single share,
 issue to each such holder credited as fully paid by way of capitalisation the
 minimum number of shares required to round up his holding to such a multiple
 (such issue being deemed to have been effected immediately prior to
 consolidation); and the amount required to pay up such shares shall be
 appropriated at the Board’s discretion from any of the sums standing to the
 credit of any of the Company’s reserve accounts (including share premium
 account and capital redemption reserve) or to the credit of profit and loss
 account and capitalised by applying the same in paying up such shares; and 


	
 

	
 

	
 


	
 

	
(d)

	
for the
 purposes of any sale of consolidated shares pursuant to paragraph (a) of this
 Article, the Board may authorise some person to execute an instrument of
 transfer of the shares to, or in accordance with, the directions of the
 purchaser, and the transferee shall not be bound to see to the application of
 the purchase money, nor shall his title to the shares be affected by any
 irregularity in or invalidity of the proceedings in reference to the sale. 


	
 

	
 

	
 


	
47.

	
Reduction of capital


	
 

	
 


	
47.1

	
Subject to
 the provisions of the Act and to any rights for the time being attached to
 any shares, the Company may by special resolution reduce its share capital or
 any capital redemption reserve or share premium account in any manner. 


	
 

	
 


	
47.2

	
Without
 prejudice to the generality of Article 47.1, the passing and/or
 implementation of any special resolution for the reduction of the capital
 paid up on any Ordinary Shares and for the cancellation of such Shares
 accordingly for the purpose only of, and followed by, the application (as nearly
 as may be) of the reserve then arising in or towards the payment up in full
 of the same number of new Ordinary Shares denominated in a different currency
 (which need not be any currency in which any issued Ordinary Share is then
 denominated) but having the same rights as and ranking pari passu in all
 respects with Ordinary Shares for the purposes of these Articles and the
 distribution of such new Ordinary Shares credited as fully paid to the
 holders of the Ordinary Shares so cancelled in proportion to the number of
 such Shares then held by them respectively shall not involve any variation or
 abrogation of the rights attached to any Ordinary Shares 





233






	
 

	
 


	
 

	
 


	
 

	
cancelled as
 aforesaid (or of the rights attached to any other Ordinary Share) and all
 Ordinary Shares whenever issued are subject to the restriction that the
 passing and/or implementation of any such resolution shall not require the
 consent or sanction of the holders of any Ordinary Shares to be given in
 accordance with Article 49.1 or otherwise.


	
 

	
 


	
48.

	
Purchase of own shares 


	
 

	
 


	
48.1

	
Subject to
 the provisions of the Act and to any rights for the time being attached to
 any shares, the Company may purchase any of its own shares of any class
 (including any redeemable shares). Any shares to be so purchased may be
 selected in any manner whatsoever, provided that if at the relevant date
 proposed for approval of the proposed purchase there shall be in issue any
 shares of a class entitling the holders to convert into equity share capital
 of the Company, then no such purchase shall take place unless it has been
 sanctioned by a special resolution passed at a separate general meeting (or
 meetings if there is more than one class) of the holders of such class of
 convertible shares or the trust deed or other instrument constituting, or the
 terms of issue of, the convertible shares provide for the Company purchasing
 its own equity shares.


	
 

	
 


	
VARIATION OF CLASS RIGHTS


	
 


	
49.

	
Sanction to variation 


	
 

	
 


	
49.1

	
Any of the
 rights or privileges for the time being attached to any share or class of
 shares in the Company (and notwithstanding that the Company may be or be
 about to be in liquidation) may be varied or abrogated in such manner (if
 any) as may be provided by such rights or, in the absence of any such
 provision, either with the consent in writing of the holders of not less than
 three-quarters in nominal value of the issued shares of the class, or with
 the sanction of a special resolution passed at a separate general meeting of
 the holders of shares of the class duly convened and held as hereinafter
 provided (but not otherwise). The foregoing provisions of this Article shall
 apply also to the variation or abrogation of the special rights attached to
 some only of the shares of any class as if each group of shares of the class
 differently treated formed a separate class the separate rights of which are
 to be varied.


	
 

	
 


	
49.2

	
Ordinary
 Shares whenever issued are subject to the restriction that the rights
 attached to them may be varied or abrogated by a special resolution of the
 Company without the separate consent or sanction (given in accordance with
 Article 49.1 or otherwise) of the holders of any of the Ordinary Shares
 provided that the rights attached to all the Ordinary Shares are thereby
 varied or abrogated in like manner and to like extent and accordingly neither
 the passing nor the implementation of any such resolution constitutes a
 variation or abrogation of any of the rights attached to any of the Ordinary
 Shares.


	
 

	
 


	
50.

	
Class meetings 


	
 

	
 


	
50.1

	
All the
 provisions in these Articles as to general meetings shall mutatis mutandis
 apply to every meeting of the holders of any class of shares. The quorum at
 every such meeting shall be two persons holding or representing by proxy at
 least one-third of the nominal amount paid up on the issued shares of the
 class. Every holder of shares of the class,





234







	
 

	
 


	
 

	
present in
 person or by proxy, may demand a poll. Each such holder shall on a poll be
 entitled to one vote for every share of the class held by him. If at any
 adjourned meeting of such holders such quorum as aforesaid is not present,
 one person holding shares of the class who is present in person or by proxy
 shall be a quorum.


	
 

	
 


	
51.

	
Deemed variation 


	
 

	
 


	
51.1

	
Subject to
 the terms of issue of or rights attached to any shares, the rights or
 privileges attached to any class of shares shall be deemed to be varied or
 abrogated by the reduction of the capital paid up on such shares, but shall
 not be deemed to be varied or abrogated by the creation or issue of any new
 shares ranking in priority to or pari passu in all respects (save as to the
 date from which such new shares shall rank for dividend) with or subsequent
 to those already issued or by the purchase or redemption by the Company of
 its own shares in accordance with the provisions of the Act and these
 Articles. 


	
 

	
 


	
GENERAL MEETINGS


	
 


	
52.

	
52 Annual general meetings 


	
 

	
 


	
52.1

	
The Company
 shall in each year hold a general meeting as its annual general meeting in
 addition to any other meetings in that year in accordance with the
 requirements of the 2006 Act. The annual general meeting shall be held at
 such time and in such place as the Board may determine. 


	
 

	
 


	
53.

	
Extraordinary general meetings 


	
 

	
 


	
53.1

	
All general
 meetings, other than annual general meetings, shall be called extraordinary
 general meetings. All extraordinary general meetings shall be held at such
 time and in such place as the Board shall determine. 


	
 

	
 


	
54.

	
Convening of extraordinary general meetings 


	
 

	
 


	
54.1

	
The Board
 may convene an extraordinary general meeting whenever it thinks fit. An
 extraordinary general meeting shall also be convened on such requisition, or
 in default may be convened by such requisitionists, as provided by sections
 303-305 of the 2006 Act. At any meeting convened on such requisition or by
 such requisitionists no business shall be transacted except that stated by
 the requisition or proposed by the Board. 


	
 

	
 


	
55.

	
Notice of general meetings 


	
 

	
 


	
55.1

	
An annual
 general meeting shall be convened by not less than 21 clear days’ notice in
 writing. All other extraordinary general meetings shall be convened by not
 less than 14 clear days’ notice in writing or such longer period as may be
 required by law from time to time. 


	
 

	
 


	
55.2

	
Subject to
 the provisions of the 2006 Act, and notwithstanding that it is convened by
 shorter notice than that specified in this Article 55, a general meeting
 shall be deemed to have been duly convened if it is so agreed: 





235







	
 

	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
55.3

	
The notice
 shall specify: 


	
 

	
 

	
 


	
 

	
(a)

	
whether the
 meeting is an annual general meeting or an extraordinary general meeting; 


	
 

	
 

	
 


	
 

	
(b)

	
the place,
 the day and the time of the meeting; 


	
 

	
 

	
 


	
 

	
(c)

	
in the case
 of special business, the general nature of that business; 


	
 

	
 

	
 


	
 

	
(d)

	
if the
 meeting is convened to consider a special resolution, the intention to
 propose the resolution as such; and 


	
 

	
 

	
 


	
 

	
(e)

	
with
 reasonable prominence, that a member entitled to attend and vote is entitled
 to appoint one or more proxies to attend and vote instead of him and that a
 proxy need not also be a member. 


	
 

	
 

	
 


	
55.4

	
The notice
 shall be given to the members (other than any who, under the provisions of
 these Articles or of any restrictions imposed on any shares, are not entitled
 to receive notice from the Company), to the Directors and to the Auditors and
 to any other person who may be entitled to receive it. 


	
 

	
 

	
 


	
55.5

	
For the
 purposes of sections 314(2)(b) and 338(3)(b) of the 2006 Act any amount paid
 up on any Ordinary Share in any currency other than sterling shall be treated
 as if it had been converted into sterling at such rate of exchange prevailing
 at or about the date of the requisition as the Board shall determine. 


	
 

	
 

	
 


	
56.

	
Omission to send notice 


	
 

	
 

	
 


	
56.1

	
The
 accidental omission to send a notice of meeting or, in cases where it is
 intended that it be sent out with the notice, an appointment of proxy to, or
 the non-receipt of either by, any person entitled to receive the same shall
 not invalidate the proceedings at that meeting. 


	
 

	
 

	
 


	
56A

	
Postponement of General Meetings 


	
 

	
 

	
 


	
 

	
If the
 Board, in its absolute discretion, considers that it is impractical or
 unreasonable for any reason to hold a general meeting on the date or at the
 time or place specified in the notice calling the general meeting, it may
 postpone the general meeting to another date, time and/or place. The Board
 shall take reasonable steps to ensure that notice of the date, time and place
 of the postponed meeting is provided to any member trying to attend the
 meeting at the original time and place. When a meeting is so postponed,
 notice of the 





236







	
 

	
 

	
 


	
 

	
date, time
 and place of the postponed meeting shall be given in such manner as the Board
 may in its absolute discretion determine. Notice of the business to be
 transacted at such postponed meeting shall not be required. If a meeting is
 postponed in accordance with this Article, the appointment of a proxy will be
 valid if it is delivered and received as required by these Articles not less
 than 48 hours before the time appointed for holding the postponed meeting.
 The Board may (for the avoidance of doubt) also postpone any meeting which
 has been rearranged under this Article 56A.


	
 

	
 


	
57.

	
Special business 


	
 

	
 


	
57.1

	
All business
 that is transacted at a general meeting shall be deemed special, except the
 following transactions at an annual general meeting: 


	
 

	
 

	
 


	
 

	
(a)

	
the declaration
 of dividends; 


	
 

	
 

	
 


	
 

	
(b)

	
the receipt
 and consideration of the annual accounts, the Directors’ Report, the
 Directors’ Remuneration Report, the Auditors’ report and any other documents
 required to be annexed to the annual accounts; 


	
 

	
 

	
 


	
 

	
(c)

	
the election
 or re-election of Directors; 


	
 

	
 

	
 


	
 

	
(d)

	
the
 re-appointment of the Auditors retiring (unless they were last appointed
 otherwise than by the Company in general meeting) and the determination of
 the remuneration of the Auditors or of the manner in which such remuneration
 is to be determined. 


	
 

	
 

	
 


	
PROCEEDINGS AT GENERAL MEETINGS


	
 


	
58.

	
Quorum 


	
 

	
 


	
58.1

	
No business
 shall be transacted at any general meeting unless a quorum is present when
 the meeting proceeds to business. For all purposes the quorum shall be not
 less than three persons entitled to attend and to vote on the business to be
 transacted, each being a member or a proxy for a member or a duly authorised
 representative of a corporation which is a member. 


	
 

	
 


	
59.

	
If quorum not present 


	
 

	
 


	
59.1

	
If within 15
 minutes (or such longer interval as the Chairman in his absolute discretion
 thinks fit) from the time appointed for the holding of a general meeting a
 quorum is not present, or if during a meeting such a quorum ceases to be
 present, the meeting shall stand adjourned to the same day in the next week
 at the same time and place, or to such other day and at such time and place
 as the Chairman (or, in default, the Board) may determine. If at such
 adjourned meeting a quorum is not present within 15 minutes from the time
 appointed for holding the meeting, one person entitled to attend and to vote
 on the business to be transacted, being a member or a proxy for a member or a
 duly authorised representative of a corporation which is a member, shall be a
 quorum. 





237







	
 

	
 


	
60.

	
Chairman 


	
 

	
 


	
60.1

	
The Chairman
 (if any) of the Board shall preside at every general meeting of the Company.
 If there be no such Chairman or if at any meeting he shall not be present
 within 5 minutes after the time appointed for holding the meeting, or shall
 be unwilling to act as Chairman, a Deputy Chairman shall if present and
 willing to act preside at such meeting. In the event of two or more Deputy
 Chairmen being present, the Deputy Chairman to act as Chairman shall be
 decided by those directors present. If no Chairman or Deputy Chairman shall
 be so present and willing to act, the Directors present shall choose one of
 their number to act or, if there be only one Director present, he shall be
 Chairman if willing to act. If there be no Director present and willing to
 act, the members present and entitled to vote shall choose one of
 their number to be Chairman of the meeting. 


	
 

	
 


	
61.

	
Entitlement to attend and speak 


	
 

	
 


	
61.1

	
61.1 A
 Director shall, notwithstanding that he is not a member, be entitled to
 attend and speak at any general meeting and at any separate meeting of the
 holders of any class of shares of the Company. Any proxy appointed by a
 member shall also be entitled to speak at any general meeting of the Company.
 


	
 

	
 


	
62.

	
Power to adjourn 


	
 

	
 


	
62.1

	
The Chairman
 may, with or without the consent of a meeting at which a quorum is present,
 and shall, if so directed by the meeting, adjourn any meeting from time to
 time (or indefinitely) and from place to place as the meeting shall determine.
 However, without prejudice to any other power which he may have under these
 Articles or at common law, the Chairman may, without the need for the consent
 of the meeting, interrupt or adjourn any meeting from time to time and from
 place to place or for an indefinite period if he is of the opinion that it
 has become necessary to do so in order to secure the proper and orderly
 conduct of the meeting, to give all persons entitled to do so a reasonable
 opportunity of speaking and voting at the meeting or to ensure that the
 business of the meeting is properly disposed of. 


	
 

	
 


	
63.

	
Notice of adjourned meeting 


	
 

	
 


	
63.1

	
Where a
 meeting is adjourned indefinitely, the Board shall fix the time and place for
 the adjourned meeting. Whenever a meeting is adjourned for 14 days or more or
 indefinitely, seven clear days’ notice at the least, specifying the place,
 the day and time of the adjourned meeting and the general nature of the
 business to be transacted, shall be given in the same manner as in the case
 of an original meeting. Save as aforesaid, no member shall be entitled to any
 notice of an adjournment or of the business to be transacted at any adjourned
 meeting. 





238







	
 

	
 

	
 


	
64.

	
Business of adjourned meeting


	
 

	
 

	
 


	
64.1

	
No business
 shall be transacted at any adjourned meeting other than the business which
 might properly have been transacted at the meeting from which the adjournment
 took place.


	
 

	
 

	
 


	
65.

	
Accommodation of members at meeting


	
 

	
 

	
 


	
65.1

	
The Board
 may, for the purpose of controlling the level of attendance at any place
 specified for the holding of a general meeting, from time to time make such
 arrangements (whether involving the issue of tickets, on a basis intended to
 afford to all members otherwise entitled to attend such meeting an equal
 opportunity of being admitted to the meeting, or the imposition of some
 random means of selection, or otherwise, as the Board shall in its absolute
 discretion consider to be appropriate) and may from time to time vary any
 such arrangements or make new arrangements in place therefor. The entitlement
 of any member or proxy to attend a general meeting at such place shall be
 subject to any such arrangements as may be for the time being in force and by
 the notice of meeting stated to apply to that meeting. In the case of any general meeting
 to which such arrangements apply the Board shall, and in the case of any
 other general meeting the Board may, when specifying the place of the general
 meeting:


	
 

	
 

	
 


	
 

	
(a)

	
direct that
 the meeting shall be held at a place specified in the notice at which the
 Chairman of the meeting shall preside (“the Principal Place”); and 


	
 

	
 

	
 


	
 

	
(b)

	
make
 arrangements for simultaneous attendance and participation at other places by
 members otherwise entitled to attend the general meeting but excluded
 therefrom under the provisions of this Article or who wish to attend at any
 of such other places, provided that persons attending at the Principal Place
 and at any of such other places shall be able to see and hear and be seen and
 heard by persons attending at the Principal Place and at such other places. 


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
65.2

	
The Board
 may direct that any person wishing to attend any meeting should submit to
 such searches or other security arrangements or restrictions as the Board
 shall consider appropriate in the circumstances and shall be entitled in its
 absolute discretion to refuse entry to any meeting to any person who fails to
 submit to such searches or to otherwise comply with such security
 arrangements or restrictions.







239






VOTING 


	
 

	
 

	
 


	
66.

	
Method of voting 


	
 

	
 

	
 


	
66.1

	
At any
 general meeting a resolution put to a vote of the meeting shall be decided on
 a show of hands, unless (before or on the declaration of the result of the
 show of hands) a poll is duly demanded. Subject to the provisions of the 2006
 Act, a poll may be demanded by: 


	
 

	
 

	
 


	
 

	
(a)

	
the Chairman
 of the meeting; or 


	
 

	
 

	
 


	
 

	
(b)

	
by at least
 five members present in person or by proxy and entitled to vote on the
 resolution; or 


	
 

	
 

	
 


	
 

	
(c)

	
a member or
 members present in person or by proxy representing not less than one-tenth of
 the total voting rights of all the members having the right to vote on the
 resolution (excluding any voting rights attached to any shares in the Company
 held as treasury shares); or 


	
 

	
 

	
 


	
 

	
(d)

	
a member or
 members present in person or by proxy holding shares conferring a right to
 vote on the resolution, 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 (excluding shares in the Company conferring a
 right to vote on the resolution which are held as treasury shares).


	
 

	
 

	
 


	
67.

	
Chairman’s declaration conclusive on show of hands 


	
 

	
 

	
 


	
67.1

	
Unless a
 poll is duly 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 book
 containing the minutes of proceedings of the Company, shall be conclusive
 evidence thereof, without proof of the number or proportion of the votes
 recorded in favour of or against such resolution. 


	
 

	
 

	
 


	
68.

	
Objection to error in voting 


	
 

	
 

	
 


	
68.1

	
No objection
 shall be raised to the qualification of any voter or to the counting of, or
 failure to count, any vote, except at the meeting or adjourned meeting at
 which the vote objected to is given or tendered or at which the error occurs.
 Any objection or error shall be referred to the Chairman of the meeting and
 shall only vitiate the decision of the meeting on any resolution if the
 Chairman decides that the same is of sufficient magnitude to vitiate the
 resolution or may otherwise have affected the decision of the meeting. The
 decision of the Chairman on such matters shall be final and conclusive. 


	
 

	
 

	
 


	
69.

	
Amendment to resolutions 


	
 

	
 

	
 


	
69.1

	
If an
 amendment shall be proposed to any resolution under consideration but shall
 in good faith be ruled out of order by the Chairman of the meeting, any error
 in such ruling shall not invalidate the proceedings on the substantive resolution.
 In the case of a 





240








	
 

	
 


	
 

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


	
 

	
 


	
70.

	
Procedure on a poll 


	
 

	
 


	
70.1

	
Any poll
 duly demanded on the election of a Chairman of a meeting or on any question
 of adjournment shall be taken forthwith. A poll duly demanded on any other
 matter shall be taken in such manner (including the use of ballot or voting
 papers or tickets) and at such time and place, not being more than 30 days
 from the date of the meeting or adjourned meeting at which the poll was
 demanded, as the Chairman shall direct. 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
 seven clear days’ notice shall be given specifying the time and place at
 which the poll is to be taken. The result of the poll shall be deemed to be
 the resolution of the meeting at which the poll was demanded. 


	
 

	
 


	
70.2

	
The demand
 for a poll (other than on the election of a Chairman or a resolution for
 adjourning the meeting) shall not prevent the continuance of the meeting for
 the transaction of any business other than the question on which a poll has
 been demanded. 


	
 

	
 


	
 

	
If a poll is
 demanded before the declaration of the result on a show of hands and the
 demand is duly withdrawn, the meeting shall continue as if the demand had not
 been made.


	
 

	
 


	
70.3

	
The demand
 for a poll may, before the poll is taken, be withdrawn, but only with the
 consent of the Chairman. A demand so withdrawn shall validate the result of a
 show of hands declared before the demand was made and, in the case of a poll
 demanded but duly withdrawn before the declaration of the result of a show of
 hands, the meeting shall continue as if the demand had not been made.


	
 

	
 


	
70.4

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


	
 

	
 


	
71.

	
Votes of members 


	
 

	
 


	
71.1

	
Subject to
 the provisions of the 2006 Act and to any special terms as to voting on which
 any shares may have been issued or may for the time being be held and to any
 suspension or abrogation of voting rights pursuant to these Articles, at any
 general meeting every member who is present in person or by proxy shall on a
 show of hands have one vote and every member present in person or by proxy
 shall on a poll have one vote for every Ordinary Share of which he is the
 holder. 


	
 

	
 


	
71.2

	
If two or
 more persons are joint holders of a share, then in voting on any question the
 vote of the senior who tenders a vote, whether in person or by proxy, shall
 be accepted to the exclusion of the votes of the other joint holders. For
 this purpose seniority shall be determined by the order in which the names of
 the holders stand in the Register. 





241







	
 

	
 


	
71.3

	
Where in
 England or elsewhere a receiver or other person (by whatever name called) has
 been appointed by any court claiming jurisdiction in that behalf to exercise
 powers with respect to the property or affairs of any member on the ground
 (however formulated) of mental disorder, the Board may in its absolute
 discretion, on or subject to production of such evidence of the appointment
 as the Board may require, permit such receiver or other person to vote in
 person or, on a poll, by proxy on behalf of such member at any general
 meeting. Evidence to the satisfaction of the Board of the authority of the
 person claiming to exercise the right to vote shall be deposited at the
 Office, or deposited or received at such other place or address as is
 specified in accordance with these Articles for the deposit or receipt of
 appointments of proxy, not less than 48 hours before the time appointed for
 holding the meeting or adjourned meeting at which the right to vote is to be
 exercised, and in default the right to vote shall not be exercisable. 


	
 

	
 


	
72.

	
Casting vote 


	
 

	
 


	
72.1

	
In the case
 of an equality of votes, whether on a show of hands or on a poll, the
 Chairman of the meeting at which the show of hands takes place or at which
 the poll was demanded shall be entitled to a second or casting vote in
 addition to any other vote that he may have. 


	
 

	
 


	
73.

	
Restriction on voting rights for unpaid calls etc. 


	
 

	
 


	
73.1

	
No member
 shall, unless the Board otherwise determines, be entitled to vote at a
 general meeting or at any separate meeting of the holders of any class of
 shares, either in person or by proxy, in respect of any share held by him or
 to exercise any right as a member unless all calls or other sums presently
 payable by him in respect of that share in the Company have been paid. 


	
 

	
 


	
73A

	
Votes not counted where abstention required 


	
 

	
 


	
73A.1

	
Where any
 member is, under the rules governing the listing of securities on any stock
 exchange on which all or any shares of the Company are for the time being
 listed or traded, required to abstain from voting on any particular
 resolution or restricted to voting only for or only against any particular
 resolution, any votes cast by or on behalf of such
 member in contravention of such requirement or restriction shall,
 notwithstanding the provision of any other Article, not be counted. 


	
 

	
 


	
74.

	
Voting by proxy 


	
 

	
 


	
74.1

	
Any person
 (whether a member of the Company or not) may be appointed to act as a proxy.
 The appointment of a proxy shall not preclude a member from attending and
 voting in person at the meeting in respect of which the proxy is appointed or
 at any adjournment thereof. 


	
 

	
 


	
75.

	
Form of proxy 


	
 

	
 


	
75.1

	
An
 appointment of a proxy shall: 





242







	
 

	
 

	
 


	
 

	
(a)

	
be in
 writing and, if the Board in its absolute discretion determines, may be
 contained in an electronic communication, in any such case in any common form
 or in such other form as the Board may approve and: (i) if in writing but not
 contained in an electronic communication, under the hand of the appointor or
 of his attorney duly authorised in writing or, if the appointor is a
 corporation, under its common seal or under the hand of some officer or
 attorney duly authorised in that behalf; or (ii) in the case of an
 appointment contained in an electronic communication, submitted by or on
 behalf of the appointor, subject to such terms and conditions and
 authenticated in such manner as the Board may in its absolute discretion
 determine; 


	
 

	
 

	
 


	
 

	
(b)

	
be deemed
 (subject to any contrary direction contained in the same) to confer authority
 to demand or join in demanding a poll and to vote on any resolution or
 amendment of a resolution put to the meeting for which it is given, as the
 proxy thinks fit and to speak at the meeting; and 


	
 

	
 

	
 


	
 

	
(c) 

	
unless the
 contrary is stated therein, be valid as well for any adjournment of the
 meeting as for the meeting to which it relates. 


	
 

	
 

	
 


	
76.

	
Deposit or receipt of proxy 


	
 

	
 


	
76.1

	
The
 appointment of a proxy and the power of attorney or other authority (if any)
 under which it is signed, or a copy of such authority certified notarially or
 in some other way approved by the Board may:


	
 

	
 


	
 

	
(a)

	
in the case
 of an instrument in writing (including, whether or not the appointment of
 proxy is contained in an electronic communication, any such power of attorney
 or other authority), be deposited at the Office or at such other place or
 places and in such location or locations as is or are specified in the notice
 convening the meeting or in any appointment of proxy sent out by the Company
 in relation to the meeting not less than 48 hours before the time of the
 holding of the meeting or adjourned meeting at which the person named in the
 instrument proposes to vote; or 


	
 

	
 

	
 


	
 

	
(aa)

	
in the case
 of an appointment contained in an electronic communication, where an address
 has been specified for the purpose of receiving communications:







	
 

	
 

	
 


	
 

	
(A)

	
in the
 notice convening the meeting; or


	
 

	
 

	
 


	
 

	
(B)

	
in any
 instrument of proxy sent out by the Company in relation to the meeting; or 


	
 

	
 

	
 


	
 

	
(C)

	
in any
 invitation contained in an electronic communication to appoint a proxy issued
 by the Company in relation to the meeting, be received at such address not
 less than 48 hours before the time for holding the meeting or adjourned
 meeting at which the person named in the appointment proposes to vote; or 





243







	
 

	
 

	
 


	
 

	
(b)

	
in the case
 of a poll taken more than 48 hours after it is demanded, be deposited or
 received as aforesaid after the poll has been demanded and not less than 24
 hours before the time appointed for the taking of the poll; or 


	
 

	
 

	
 


	
 

	
(c)

	
where the
 poll is not taken forthwith but is taken not more than 48 hours after it was
 demanded, be delivered at the meeting at which the poll was demanded to the
 Chairman of the meeting or to any Director, the Secretary or some person
 authorised for the purpose by the Secretary 


	
 

	
 

	
 


	
 

	
 

	
and an
 appointment of proxy not deposited, delivered or received in a manner so permitted
 shall be invalid. No appointment of proxy shall be valid after the expiry of
 12 months from the date named in it as the date of its execution or the date
 of its submission, except at an adjourned meeting or on a poll demanded at a
 meeting or an adjourned meeting in cases where the meeting was originally
 held within 12 months from such date.


	
 

	
 

	
 


	
77.

	
More than one proxy may be appointed 


	
 

	
 


	
77.1

	
A member may
 appoint more than one proxy to attend on the same occasion. When two or more
 valid but differing appointments of proxy are delivered or received in
 respect of the same share for use at the same meeting and in respect of the
 same matter, the one which is last validly delivered or received (regardless
 of its date or of the date of its execution or submission) shall be treated
 as replacing and revoking the other or others as regards that share. If the
 Company is unable to determine which appointment was last validly delivered
 or received, none of them shall be treated as valid in respect of that share.
 


	
 

	
 


	
78.

	
Board may supply proxy cards 


	
 

	
 


	
78.1

	
The Board
 may at the expense of the Company send or make available, by post, electronic
 communication or otherwise, appointments of proxy (reply-paid or otherwise)
 to members for use at any general meeting(s) or at any separate meeting(s) of
 the holders of any class of shares, either in blank or nominating in the
 alternative any one or more of the Directors or any other persons. If for the
 purpose of any meeting invitations to appoint as proxy a person or one of a
 number of persons specified in the invitations are issued at the expense of
 the Company, such invitations shall subject to Article 56 be issued to all
 (and not some only) of the members entitled to be sent a notice of the
 meeting and to vote thereat by proxy.  


	
 

	
 


	
79.

	
Revocation of proxy 


	
 

	
 


	
79.1

	
A vote given
 or poll demanded in accordance with the terms of an appointment of proxy
 shall be valid notwithstanding the death or mental disorder of the principal
 or the revocation of the appointment of proxy, or of the authority under
 which the appointment of proxy was executed or submitted, or the transfer of
 the share in respect of which the appointment of proxy is given, unless
 notice in writing of such death, mental disorder, revocation or transfer
 shall have been received by the Company at the Office, or at such other place
 or places or address as has or have been appointed for the deposit or receipt
 of 





244







	
 

	
 

	
 


	
 

	
appointments
 of proxy, in the case of a meeting or adjourned meeting at which the
 appointment of proxy is used, at least 48 hours before the time for holding
 the meeting or adjourned meeting and, in the case of a poll taken more than
 48 hours after it was demanded at which the appointment of proxy is used, at
 least 24 hours before the time appointed for the taking of the poll. 


	
 

	
 


	
79A

	
Directors’ powers to establish verification
 procedures in connection with proxies


	
 

	
 


	
79A.1

	
From time to
 time the Directors may (consistently with the Act, the 2006 Act and these
 Articles) make such regulations and establish such procedures as they
 consider appropriate to receive and verify the appointment or revocation of a
 proxy. Any such regulations may be general or specific to a particular
 meeting. Without limitation, any regulations may include provisions that the
 Directors (or some person or persons appointed by them) may conclusively
 determine any matter or dispute relating: 


	
 

	
 


	
 

	
(a)

	
to the
 appointment or revocation, or purported appointment or revocation, of a
 proxy; and/or 


	
 

	
 

	
 


	
 

	
(b)

	
to any
 instruction contained or allegedly contained in any such appointment, 


	
 

	
 

	
 


	
 

	
and any such
 regulations may also include rebuttable or conclusive presumptions of any
 fact concerning those matters. The Directors may from time to time modify or
 revoke any such regulations as they think fit, provided that no subsisting
 valid appointment or revocation of a proxy or any voting instruction shall
 thereby be rendered invalid.


	
 

	
 


	
80.

	
Corporate representative 


	
 

	
 


	
80.1

	
A
 corporation (whether or not a company within the meaning of the 2006 Act)
 which is a member may, by resolution of its directors or other governing
 body, authorise such person or persons as it thinks fit to act as its
 representative (or, as the case may be, representatives) at any meeting of the
 Company or at any separate meeting of the holders of any class of shares. Any
 person so authorised shall be entitled to exercise the same powers on behalf
 of the corporation (in respect of that part of the corporation’s holdings to
 which the authority relates) as the corporation could exercise if it were an
 individual member. The corporation shall for the purposes of these Articles
 be deemed to be present in person at any such meeting if a person so
 authorised is present at it; and all references to attendance and voting in
 person shall be construed accordingly. A Director, the Secretary or some
 person authorised for the purpose by the Secretary may require the
 representative to produce a certified copy of the resolution so authorising
 him before permitting him to exercise his powers.


	
 

	
 


	
81.

	
Failure to disclose interests in shares 


	
 

	
 


	
81.1

	
If a member,
 or any other person appearing to be interested in shares held by that member,
 has been issued with a notice pursuant to section 793 of the 2006 Act and has
 failed in relation to any shares (“the default shares”, which expression
 includes shares issued after the date of such notice in right of those
 shares) to give the Company the 





245







	
 

	
 

	
 

	
 

	
 


	
 

	
information
 thereby required within the prescribed period from the date of the notice,
 the following sanctions shall apply unless the Board otherwise determines:


	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
the member
 shall not be entitled in respect of the default shares to be present or to
 vote (either in person or by representative or proxy) at any general meeting
 or at any separate meeting of the holders of any class of shares or on any
 poll or to exercise any other right conferred by membership in relation to
 any such meeting or poll; and 


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
 

	
(i)

	
any dividend
 or other money payable in respect of the shares shall be withheld by the
 Company, which shall not have any obligation to pay interest on it, and the
 member shall not be entitled to elect, pursuant to Article 151, to receive
 shares instead of that dividend; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
no transfer,
 other than an excepted transfer, of any shares held by the member shall be
 registered unless: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(1)

	
the member
 is not himself in default as regards supplying the information required; and 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(2)

	
the member
 proves to the satisfaction of the Board that no person in default as regards
 supplying such information is interested in any of the shares the subject of
 the transfer. 


	
 

	
 

	
 

	
 

	
 


	
81.2

	
Where the
 sanctions under paragraph 81.1 of this Article apply in relation to any
 shares, they shall cease to have effect:


	
 

	
 


	
 

	
(a)

	
if the
 shares are transferred by means of an excepted transfer but only in respect
 of the shares transferred; or 


	
 

	
 

	
 


	
 

	
(b)

	
at the end
 of the period of one week (or such shorter period as the Board may determine)
 following receipt by the Company of the information required by the
 applicable notice or notices mentioned in that paragraph and the Board being
 fully satisfied that such information is full and complete. 


	
 

	
 

	
 


	
81.3

	
Where, on
 the basis of information obtained from a member in respect of any share held
 by him, the Company issues a notice pursuant to section 793 of the 2006 Act
 to any other person, it shall at the same time send a copy of the notice to
 the member, but the accidental omission to do so, or the non-receipt by the
 member of the copy, shall not invalidate or otherwise affect the application
 of paragraph 81.1 above.


	
 

	
 


	
81.4

	
For the
 purposes of this Article 81:


	
 

	
 


	
 

	
(a)

	
a person,
 other than the member holding a share, shall be treated as appearing to be
 interested in any shares (or, if applicable, rights to subscribe for, or
 convert 





246







	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
into,
 shares) if the member has informed the Company that the person is, or may be,
 so interested, or if the Company (after taking account of any information
 obtained from the member or from a notice pursuant to section 793 of the 2006
 Act or from anyone else) knows or has reasonable cause to believe that the
 person is, or may be, or has been so interested; 


	
 

	
 

	
 


	
 

	
(b)

	
(“interested”
 shall be construed in accordance with sections 820 to 825 of the 2006 Act; 


	
 

	
 

	
 


	
 

	
(c)

	
reference to
 a person having failed to give the Company the information required by a
 notice, or being in default as regards supplying such information, includes
 reference (i) to his having failed or refused to give all or any part of it
 and (ii) 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; 


	
 

	
 

	
 


	
 

	
(d)

	
the
 “prescribed period” means 14 days; and 


	
 

	
 

	
 


	
 

	
(e)

	
an “excepted
 transfer” means, in relation to any shares held by a member: 


	
 

	
 

	
 


	
 

	
 

	
(i)

	
a transfer
 by way of or pursuant to acceptance of a take-over offer for the Company
 (within the meaning of section 974 of the 2006 Act); or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
a transfer
 in consequence of a sale made through a recognised investment exchange (as
 defined in section 285 of the Financial Services and Markets Act 2000) or any
 other stock exchange outside the United Kingdom on which the Company’s shares
 are normally traded; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
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. 


	
 

	
 

	
 

	
 


	
81.5

	
Where any
 person appearing to be interested in the default shares has been duly served
 with a notice under section 793 of the 2006 Act and the default shares which
 are the subject of such notice or notices are held by a Depositary the
 provisions of this Article shall be treated as applying only to such default
 shares held by the Depositary and not (in the absence of any other reason why
 they should be so treated) to any other shares held by the Depositary. 


	
 

	
 


	
81.6

	
Where the
 member on which a notice under section 793 of the 2006 Act is served is a
 Depositary acting in its capacity as such the obligations of the Depositary
 as a member of the Company shall be limited to disclosing to the Company such
 information relating to any person appearing to be interested in the shares
 held by it as has been recorded by it pursuant to the arrangements entered
 into by the Company or approved by the Board pursuant to which it was
 appointed as a Depositary or otherwise. 


	
 

	
 


	
81.7

	
Nothing
 contained in this Article 81 shall limit the power of the Board under section
 794 of the 2006 Act.





247







	
 

	
 

	
 

	
 

	
 


	
UNTRACED MEMBERS 


	
 


	
82.

	
Power of sale 


	
 

	
 


	
82.1

	
The Company
 shall be entitled to sell any share of a member, or any share to which a
 person is entitled by transmission, if and provided that:


	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
during the
 period of 12 years prior to the date of the publication of the advertisements
 referred to in sub-paragraph (b) below (or, if published on different dates,
 the earlier or earliest thereof) no cheque, order or warrant in respect of
 such share sent by the Company through the post in a pre-paid envelope
 addressed to the member or to the person entitled by transmission to the
 share, at his address on the Register or other last known address given by
 the member or person to which cheques, orders or warrants in respect of such
 share are to be sent has been cashed and the Company has received no
 communications in respect of such share from such member or person, provided
 that during such period of 12 years the Company has paid at least three
 dividends (whether interim or final) and no such dividend has been claimed by
 the person entitled to it; 


	
 

	
 

	
 


	
 

	
(b)

	
on expiry of
 the said period of 12 years the Company has given notice of its intention to
 sell such share by advertisements appearing in one national newspaper
 published in the United Kingdom and one newspaper circulating in the area of
 the address on the Register or other last known address of the member or the
 person entitled by transmission to the share or the address for the service
 of notices notified under Article 160.3 (unless any such address shall be in
 Hong Kong), and in one leading English language daily newspaper and one
 leading Chinese language daily newspaper printed and circulating in Hong
 Kong; 


	
 

	
 

	
 


	
 

	
(c)

	
the said
 advertisements, if not published on the same day, shall have been published
 within 30 days of each other; 


	
 

	
 

	
 


	
 

	
(d)

	
during the
 further period of three months following the date of publication of the said
 advertisements (or, if published on different dates, the later or latest
 thereof) and prior to the exercise of the power of sale the Company has not
 received any communication in respect of such share from the member or person
 entitled by transmission; and 


	
 

	
 

	
 


	
 

	
(e)

	
if shares of
 the class concerned are listed or dealt in on any stock exchange, the Company
 has given notice to that exchange of its intention to make such sale. 


	
 

	
 

	
 


	
82.2

	
The manner,
 timing and terms of any sale of shares pursuant to this Article (including
 but not limited to the price or prices at which the same is made) shall be
 such as the Board determines, based upon advice from such bankers, brokers or
 other persons as the Board considers appropriate consulted by it for the
 purposes, to be reasonably practicable having regard to all the circumstances
 including the number of shares to be disposed of and the requirement that the
 disposal be made without delay; and the Board shall not be liable to any
 person for any of the consequences of reliance on such advice.





248







	
 

	
 

	
 

	
 

	
 


	
82.3

	
To give
 effect to any sale of shares pursuant to this Article the Board may authorise
 some person to transfer the shares in question and may enter the name of the
 transferee in respect of the transferred shares in the Register
 notwithstanding the absence of any share certificate being lodged in respect
 thereof and may issue a new certificate to the transferee and an instrument
 of transfer executed by that person shall be as effective as if it had been
 executed by the holder of, or person entitled by transmission to, the shares.
 


	
 

	
 


	
 

	
The
 purchaser shall not be bound to see to the application of the purchase moneys
 nor shall his title to the shares be affected by any irregularity or
 invalidity in the proceedings relating to the sale.


	
 

	
 


	
82.4

	
If during
 the period of 12 years referred to in Article 82.1 above, or during any
 period ending on the date when all the requirements of paragraphs (a) to (d)
 of Article 82.1 above have been satisfied, any additional shares have been
 issued in respect of those held at the beginning of, or previously so issued
 during, any such period and all the requirements of paragraphs (b) to (d) of
 Article 82.1 above have been satisfied in regard to such additional shares,
 the Company shall also be entitled to sell the additional shares. 


	
 

	
 


	
83.

	
Application of proceeds of sale 


	
 

	
 


	
83.1

	
The Company
 shall account to the member or other person entitled to such share for the
 net proceeds of such sale by carrying all moneys in respect thereof to a
 separate account. 


	
 

	
 


	
 

	
The Company
 shall be deemed to be a debtor to, and not a trustee for, such member or
 other person in respect of such moneys. Moneys carried to such separate
 account may either be employed in the business of the Company or invested in
 such investments as the Board may from time to time think fit. No interest
 shall be payable to such member or other person in respect of such moneys and
 the Company shall not be required to account for any money earned on them.


	
 

	
 


	
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS 


	
 


	
84.

	
84 Number of Directors 


	
 

	
 


	
84.1

	
Unless and
 until otherwise determined by the Company by ordinary resolution, the number of
 Directors (other than any alternate Directors) shall be not less than five
 not more than twenty five. 


	
 

	
 


	
85.

	
Power of Company to appoint Directors 


	
 

	
 


	
85.1

	
Subject to
 the provisions of these 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 existing Board, but the total number of
 Directors shall not exceed any maximum number fixed in accordance with these
 Articles.





249







	
 

	
 

	
 

	
 

	
 


	
86.

	
Power of Board to appoint Directors 


	
 

	
 


	
86.1

	
Without
 prejudice to the power of the Company to appoint any person to be a Director
 pursuant to these Articles, the Board shall have power at any time to appoint
 any person who is willing to act as a Director, either to fill a vacancy or
 as an addition to the existing Board, but the total number of Directors shall
 not exceed any maximum number fixed in accordance with these Articles. Any
 Director so appointed shall retire at the annual general meeting of the
 Company next following such appointment and shall then be
 eligible for re-election but shall not be taken into account in determining
 the number of Directors who are to retire by rotation at such meeting. 


	
 

	
 


	
87.

	
Appointment of executive Directors 


	
 

	
 


	
87.1

	
Subject to
 the provisions of the Act and the 2006 Act, the Board may from time to time
 appoint one or more of its body to hold any employment or executive office
 for such term (subject to the provisions of the Act and the 2006 Act) and
 subject to such other conditions as the Board thinks fit. The Board may
 revoke or terminate any such appointment without prejudice to any claim for
 damages for breach of contract between the Director and the Company. 


	
 

	
 


	
88.

	
Eligibility of new Directors 


	
 

	
 


	
88.1

	
No person,
 other than a Director retiring (by rotation or otherwise), shall be appointed
 or re-appointed a Director at any general meeting unless:


	
 

	
 


	
 

	
(a)

	
he is
 recommended by the Board; or 


	
 

	
 

	
 


	
 

	
(b)

	
during the
 period commencing on the day after despatch of the notice of the meeting and
 ending no later than seven clear days prior to the date of such meeting,
 notice duly executed by a member (other than the person to be proposed)
 qualified to vote at the meeting has been given to the Company of the
 intention to propose that person for appointment or re-appointment, stating
 the particulars which would, if he were so appointed or re-appointed, be
 required to be included in the Company’s register of Directors, together with
 notice executed by that person of his willingness to be appointed or
 re-appointed, is lodged at the Office. 


	
 

	
 

	
 


	
89.

	
Share qualification 


	
 

	
 


	
89.1

	
A Director
 shall not be required to hold any shares of the Company.


	
 

	
 


	
90.

	
Resolution for appointment 


	
 

	
 


	
90.1

	
A resolution
 for the appointment of two or more persons as Directors by a single
 resolution shall be void unless an ordinary resolution that it shall be so
 proposed has first been agreed to by the meeting without any vote being given
 against it. 





250








	
 

	
 

	
 


	
91.

	
Retirement by rotation 


	
 

	
 

	
 


	
91.1

	
At each
 annual general meeting of the Company one-third of the Directors who are
 subject to retirement by rotation or, if their number is not three or a
 multiple of three, the number nearest to but not exceeding one-third shall
 retire from office. 


	
 

	
 

	
 


	
91.2

	
In addition
 to the Directors required to retire by rotation under Article 91.1, there
 shall also be required to retire by rotation: 


	
 

	
 

	
 


	
 

	
(a)

	
any Director
 who at an annual general meeting of the Company shall have been a Director at
 each of the preceding two annual general meetings of the Company and who was
 not elected or re-elected at either such annual general meeting and who has
 not otherwise ceased to be a Director (either by resignation, retirement, removal or otherwise) and been
 re-elected by general meeting of the Company at or since either such annual
 general meeting; and 


	
 

	
 

	
 


	
 

	
(b)

	
any Director
 who has held office with the Company, other than employment or executive
 office, for a continuous period of nine years or more at the date of the
 annual general meeting. 


	
 

	
 

	
 


	
92.

	
Directors subject to retirement by rotation 


	
 

	
 


	
92.1

	
Subject to
 the provisions of the 2006 Act and of these Articles, the Directors to retire
 by rotation at each annual general meeting shall include, so far as necessary
 to obtain the number required, first, any Director who wishes to retire and
 not offer himself for re-election and secondly, those Directors who have been
 longest in office since their last appointment or re-appointment. As between
 two or more Directors who have been in office an equal length of time, the
 Director to retire shall, in default of agreement between them, be determined
 by lot. 


	
 

	
 

	
 


	
93.

	
 Position of retiring Director


	
 

	
 

	
 


	
93.1

	
A Director
 who retires at an annual general meeting (whether by rotation or otherwise)
 may, if willing to act, be re-elected. If he is not re-elected or deemed to
 have been re-appointed, he shall retain office until the meeting appoints
 someone in his place or, if it does not do so, until the end of the meeting. 


	
 

	
 


	
94.

	
Deemed re-appointment 


	
 

	
 


	
94.1

	
At any
 general meeting at which a Director retires by rotation the Company may fill
 the vacancy and, if it does not do so, the retiring Director shall, if
 willing, be deemed to have been re-appointed unless it is expressly resolved
 not to fill the vacancy or a resolution for the re-appointment of the
 Director is put to the meeting and lost. 





251







	
 

	
 

	
 


	
95.

	
[Deleted by Special
Resolution passed on 25 May 2007]  


	
 

	
 


	
96.

	
Removal by ordinary resolution 


	
 

	
 

	
 


	
96.1

	
The Company
 may by ordinary resolution remove any Director before the expiration of his
 period of office in accordance with the 2006 Act, but without prejudice to
 any claim for damages which he may have for breach of any contract of service
 between him and the Company, and may (subject to these Articles) by ordinary
 resolution appoint another person who is willing to act to be a Director in
 his place. Any person so appointed shall be treated, for the purposes of
 determining the time at which he or any other Director is to retire, as if he
 had become a Director on the day on which the person in whose place he is
 appointed was last appointed or re-appointed a Director. 


	
 

	
 

	
 


	
97.

	
 Vacation of office by Director


	
 

	
 

	
 


	
97.1

	
Without
 prejudice to the provisions for retirement (by rotation or otherwise)
 contained in these Articles, the office of a Director shall be vacated if: 


	
 

	
 

	
 


	
 

	
(a)

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


	
 

	
 

	
 


	
 

	
(b)

	
he ceases to
 be a Director by virtue of any provision of the 2006 Act, is removed from
 office pursuant to these Articles or becomes prohibited by law from being a
 Director; 


	
 

	
 

	
 


	
 

	
(c)

	
he becomes
 bankrupt, has an interim receiving order made against him, makes any
 arrangement or compounds 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; 


	
 

	
 

	
 


	
 

	
(d)

	
an order is
 made by any court of competent jurisdiction on the ground (howsoever
 formulated) of mental disorder for his detention or for the appointment of a
 guardian or receiver or other person to exercise powers with respect to his
 affairs or he is admitted to hospital in pursuance of an application for
 admission for treatment under the Mental Health Act 1983 or equivalent
 legislation in any jurisdiction and the Board resolves that his office be
 vacated; 


	
 

	
 

	
 


	
 

	
(e)

	
both he and
 his alternate Director appointed pursuant to the provisions of these Articles
 (if any) are absent, without the permission of the Board, from Board meetings
 for six consecutive months and the Board resolves that his office be vacated;
 


	
 

	
 

	
 


	
 

	
(f)

	
he is
 requested to resign by notice in writing addressed to him at his last known
 address and signed by all his co-Directors (without prejudice to any claim
 for damages which he may have for breach of any contract of service between
 him and the Company); or 


	
 

	
 

	
 


	
 

	
(g)

	
in the
 circumstances referred to in Article 95.1. 





252







	
 

	
 


	
98.

	
Resolution as to vacancy conclusive 


	
 

	
 


	
98.1

	
A resolution
 of the Board declaring a Director to have vacated office under the terms of
 Article 97 shall be conclusive as to the fact and grounds of vacation stated
 in the resolution. 


	
 

	
 


	
ALTERNATE DIRECTORS 


	
 


	
99.

	
Appointments 


	
 

	
 


	
99.1

	
Each
 Director (other than an alternate Director) may, by notice in writing
 delivered to the Secretary at the Office or the Head Office, or in any other
 manner approved by the Board, appoint any other Director or any person
 approved for that purpose by the Board and willing to act, to be his
 alternate. 


	
 

	
 


	
99.2

	
No
 appointment of an alternate Director shall be effective until his consent to
 act as a Director in the form prescribed by the Act has been received at the
 Office. 


	
 

	
 


	
99.3

	
An alternate
 Director need not hold a share qualification and shall not be counted in
 reckoning any maximum number of Directors allowed by these Articles.


	
 

	
 


	
100.

	
Participation in Board meetings 


	
 

	
 


	
100.1

	
Every alternate
 Director shall (subject to his giving to the Company an address within the
 United Kingdom or Hong Kong (or such other country or territory as the Board
 may from time to time determine) at which notices may be served on him) be
 entitled to receive notice of all meetings of the Board and all committees of
 the Board of which his appointor is a member and, in the absence from such
 meetings of his appointor, to attend and vote at such meetings and to
 exercise all the powers, rights, duties and authorities of his appointor. A
 Director acting as alternate Director shall have a separate vote at Board
 meetings for each Director for whom he acts as alternate Director, but he
 shall count as only one for the purpose of determining whether a quorum is
 present. 


	
 

	
 


	
101.

	
Alternate Director responsible for own acts 


	
 

	
 


	
101.1

	
Every person
 acting as an alternate Director shall be an officer of the Company, shall
 alone be responsible to the Company for his own acts and defaults and shall
 not be deemed to be the agent of the Director appointing him. 


	
 

	
 


	
102.

	
Interests of alternate Director 


	
 

	
 


	
102.1

	
An alternate
 Director shall be entitled to contract and be interested in and benefit from
 contracts or arrangements with the Company and to be repaid expenses and to
 be indemnified to the same extent mutatis mutandis as if he were a Director.
 However, he shall not be entitled to receive from the Company any fees for
 his services as alternate, except only such part (if any) of the fee payable
 to his appointor as such appointor may by notice in writing to the Company
 direct. Subject to this Article, the Company shall pay 





253







	
 

	
 

	
 


	
 

	
to an
 alternate Director such expenses as might properly have been paid to him if
 he had been a Director. 


	
 

	
 

	
 


	
103.

	
Revocation of appointment 


	
 

	
 

	
 


	
103.1

	
An alternate
 Director shall cease to be an alternate Director: 


	
 

	
 

	
 


	
 

	
(a)

	
if his
 appointor ceases for any reason to be a Director, provided that if any
 Director retires but is re-appointed or deemed to be re-appointed at the same
 meeting, any valid appointment of an alternate Director which was in force
 immediately before his retirement shall remain in force; or 


	
 

	
 

	
 


	
 

	
(b)

	
if any event
 happens in relation to him which, if he were a Director otherwise appointed,
 would cause him to vacate office; or 


	
 

	
 

	
 


	
 

	
(c)

	
if his
 appointor revokes the appointment by notice in writing delivered to the
 Secretary at the Office or the Head Office. 


	
 

	
 

	
 


	
DIRECTORS’ REMUNERATION, EXPENSES AND PENSIONS 


	
 

	
 

	
 


	
104.

	
Directors’ fees 


	
 

	
 

	
 


	
104.1

	
The
 Directors (other than alternate Directors) shall be entitled to receive by
 way of fees for their services as Directors such sum (or its equivalent in
 any other currency at such rate of exchange as the Board shall determine) and
 on such terms as the Company in general meeting may from time to time
 determine. Any sum so determined may be an aggregate sum in respect of the fees
 for all Directors or a sum in respect of the fees for each individual
 Director provided that, in the case of an aggregate sum, such sum shall,
 subject to any special directions of the Company in general meeting, be
 divided among the Directors in such proportions and in such manner as the
 Board may from time to time decide. Any fees payable pursuant to this Article
 shall be distinct from any salary, remuneration or other amounts payable to a
 Director pursuant to any other provisions of these Articles and shall accrue
 from day to day. 


	
 

	
 

	
 


	
105.

	
Expenses 


	
 

	
 


	
105.1

	
Each
 Director shall be entitled to be repaid all reasonable travelling, hotel and
 other expenses properly incurred by him in or about the performance of his
 duties as Director, including any expenses incurred in attending meetings of
 the Board or any Committee of the Board or general meetings or separate
 meetings of the holders of any class of shares or of debentures of the
 Company. 


	
 

	
 


	
106.

	
Additional remuneration 


	
 

	
 

	
 


	
106.1

	
If by
 arrangement with the Board any Director shall perform or render any special
 duties or services outside his ordinary duties as a Director, he may be paid
 such reasonable additional remuneration (whether by way of salary,
 commission, participation in profits or otherwise) as the Board may from time
 to time determine. 





254







	
 

	
 


	
107.

	
Remuneration of executive Directors 


	
 

	
 


	
107.1

	
107.1 The
 salary or remuneration of any Director appointed to hold any employment or
 executive office in accordance with the provisions of these Articles may be
 either a fixed sum of money, or may altogether or in part be governed by
 business done or profits made or otherwise determined by the Board, and may
 be in addition to or in lieu of any fee payable to him for his services as
 Director pursuant to these Articles. 


	
 

	
 


	
108.

	
Pensions 


	
 

	
 


	
108.1

	
The Board
 may exercise all the powers of the Company to provide pensions or other
 retirement or superannuation benefits and to provide death or disability
 benefits or other allowances or gratuities (whether by insurance or
 otherwise) for any person who is or has at any time been a Director of the
 Company or any company which is a subsidiary company of or allied to or
 associated with the Company or any such subsidiary or any predecessor in
 business of the Company or of any such subsidiary, and for any member of his
 family (including a spouse or former spouse) and any person who is or was
 dependent on him. For such purpose the Board may establish, maintain,
 subscribe and contribute to any scheme, trust or fund and pay premiums. The
 Board may procure any of such matters to be done by the Company either alone
 or in conjunction with any other person. Any Director or former Director
 shall be entitled to receive and retain for his own benefit any pension or
 other benefit provided under this Article and shall not be obliged to account
 for it to the Company.


	
 

	
 


	
POWERS AND DUTIES OF THE BOARD 


	
 


	
109.

	
Powers of the Board 


	
 

	
 


	
109.1

	
Subject to
 the provisions of the Act and the 2006 Act, the Memorandum of Association of
 the Company and these Articles and to any directions given by special
 resolution of the Company, the business of the Company shall be managed by
 the Board, which may exercise all the powers of the Company, whether relating
 to the management of the business or not. No alteration of the Memorandum of
 Association or of these Articles and no such direction given by the Company
 shall invalidate any prior act of the Board which would have been valid if
 such alteration had not been made or such direction had not been given.
 Provisions contained elsewhere in these Articles as to any specific power of
 the Board shall not be deemed to limit the general powers given by this Article.
 


	
 

	
 


	
110.

	
Powers of Directors being less than minimum number 


	
 

	
 


	
110.1

	
If the
 number of Directors is less than the minimum for the time being prescribed by
 these Articles, the remaining Director or Directors shall act only for the
 purposes of appointing an additional Director or Directors to make up such
 minimum or of convening a general meeting of the Company for the purpose of
 making such appointment. If there are no Director or Directors able or
 willing to act, any two members may summon a general meeting for the purpose
 of appointing Directors. 





255







	
 

	
 

	
 


	
 

	
Subject to
 the provisions of these Articles, any additional Director so appointed shall
 hold office only until the dissolution of the annual general meeting of the
 Company next following such appointment unless he is re-elected during such
 meeting. 


	
 

	
 


	
111.

	
Powers of executive Directors 


	
 

	
 

	
 


	
111.1

	
The Board
 may from time to time: 


	
 

	
 

	
 


	
 

	
(a)

	
delegate or
 entrust to and confer on any Director holding executive office (including the
 Chairman or a Deputy Chairman or a Chief Executive or a Managing Director)
 such of its powers, authorities and discretions (with power to sub-delegate)
 for such time, on such terms and subject to such conditions as it thinks fit;
 and 


	
 

	
 

	
 


	
 

	
(b)

	
revoke,
 withdraw, alter or vary all or any of such powers. 


	
 

	
 

	
 


	
112.

	
Delegation to committees 


	
 

	
 

	
 


	
112.1

	
The Board
 may delegate any of its powers, authorities and discretions (with power to
 sub-delegate) for such time on such terms and subject to such conditions as
 it thinks fit to any committee consisting of one or more Directors and (if
 thought fit) one or more other persons, provided that: 


	
 

	
 

	
 


	
 

	
(a)

	
where any
 committee constituted by the Board pursuant to this Article 112.1 consists of
 more than one member, not less than two members of such committee shall be
 Directors or alternate Directors; and


	
 

	
 

	
 


	
 

	
(b)

	
no
 resolution of a committee shall be effective unless one of those present when
 it is passed is a Director (or his alternate). 


	
 

	
 

	
 


	
112.2

	
The Board
 may confer such powers either collaterally with, or to the exclusion of and
 in substitution for, all or any of the powers of the Board in that respect
 and may from time to time revoke, withdraw, alter or vary any of such powers
 and discharge any such committee in whole or in part. Insofar as any power,
 authority or discretion is so delegated, any reference in these Articles to
 the exercise by the Board of such power, authority or discretion shall be
 construed as if it were a reference to the exercise of such power, authority
 or discretion by such committee. 


	
 

	
 

	
 


	
113.

	
Local management 


	
 

	
 

	
 


	
113.1

	
The Board
 may establish any local or divisional boards or agencies for managing any of
 the affairs of the Company in any specified locality, either in the United
 Kingdom or Hong Kong or elsewhere, and may appoint any persons to be members
 of such local or divisional board, or any managers or agents, and may fix
 their remuneration. The Board may delegate to any local or divisional board,
 manager or agent so appointed any of its powers, authorities and discretions
 (with power to sub-delegate) and may authorise the members for the time being
 of any such local or divisional board, or any of them, to fill any vacancies
 and to act notwithstanding vacancies; and any such appointment or 





256







	
 

	
 


	
 

	
delegation
 may be made for such time, on such terms and subject to such conditions as
 the Board may think fit. The Board may confer such powers either collaterally
 with, or to the exclusion of and in substitution for, all or any of the
 powers of the Board in that respect and may from time to time revoke,
 withdraw, alter or vary all or any of such powers. Subject to any terms and
 conditions expressly imposed by the Board, the proceedings of any local or
 divisional board or agency with two or more members shall be governed by such
 of these Articles as regulate the proceedings of the Board, so far as they
 are capable of applying. 


	
 

	
 


	
114.

	
Power of attorney 


	
 

	
 


	
114.1

	
The Board
 may by power of attorney or otherwise appoint any person or persons to be the
 agent of the Company and may delegate to any such person or persons any of
 its powers, authorities and discretions (with power to sub-delegate), in each
 case for such purposes and for such time, on such terms (including as to
 remuneration) and subject to such conditions as it thinks fit. The Board may
 confer such powers either collaterally with, or to the exclusion of and in
 substitution for, all or any of the powers of the Board in that respect and
 may from time to time revoke, withdraw, alter or vary any of such powers. 


	
 

	
 


	
115.

	
Associate directors 


	
 

	
 


	
115.1

	
The Board
 may appoint any person (not being a Director) to any office or employment
 having a designation or title including the word “director” or attach to any
 existing office or employment with the Company such designation or title and
 may terminate any such appointment or the use of such designation or title.
 The inclusion of the word “director” in the designation or title of any such
 office or employment shall not imply that such person is, or is deemed to be,
 or is empowered in any respect to act as, a Director for any of the purposes
 of the Act and the 2006 Act or these Articles.


	
 

	
 


	
116.

	
Exercise of voting power 


	
 

	
 


	
116.1

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


	
 

	
 


	
117.

	
 Provision for employees


	
 

	
 


	
117.1

	
The Board
 may exercise any power conferred on the Company by the 2006 Act to make
 provision for the benefit of persons (other than directors, former directors
 or shadow directors) employed or formerly employed by the Company or any of
 its subsidiaries in connection with the cessation or the transfer to any
 person of the whole or part of the undertaking of the Company or that
 subsidiary. 





257







	
 

	
 

	
 


	
118.

	
Registers of members 


	
 

	
 

	
 


	
118.1

	
Subject to
 the provisions of the Act, the Board shall keep the following registers of
 its members and shall enter therein the particulars specified in paragraph
 118.2 of this Article:— 


	
 

	
 

	
 


	
 

	
(a)

	
in the
 United Kingdom, the Principal Register; 


	
 

	
 

	
 


	
 

	
(b)

	
in Hong
 Kong, a register of members resident in Hong Kong which shall be called “the
 Hong Kong Overseas Branch Register”; 


	
 

	
 

	
 


	
 

	
(c)

	
in any such
 countries or territories as the Board may from time to time in its sole
 discretion determine, a register of members resident in such country or
 territory, each such register being hereinafter referred to as an “Overseas
 Branch Register”. 


	
 

	
 

	
 


	
118.2

	
The
 following particulars shall be entered or stored in the registers referred to
 in paragraph 118.1 of this Article:— 


	
 

	
 


	
 

	
(a)

	
the names
 and addresses of the members respectively entitled and requiring to be
 registered in one of such registers, and a statement of the shares held by
 each member distinguishing each share by its number so long as the share has
 a number, and where the Company has more than one class of share, by its
 class and a statement of the amount paid or agreed to be considered as paid
 on the shares of each member; Provided that no member shall be entitled to be
 entered in more than one register at the same time in respect of the same
 shares; 


	
 

	
 

	
 


	
 

	
(b)

	
the date at
 which each member was entered in the register as a member in respect of any
 share or shares; 


	
 

	
 

	
 


	
 

	
(c)

	
the date at
 which each member ceased to be a member in respect of any share or shares.


	
 

	
 

	
 


	
118.3

	
Subject to
 section 362 and Schedule 14 of the Act, the Board may make and vary such
 regulations as it thinks fit respecting the keeping of any of the registers
 referred to in paragraph 118.1 and such registers may be closed from time to
 time as provided for by Article 37. 


	
 

	
 

	
 


	
118.4

	
The Board
 may at any time serve a written notice on a member who is registered in the
 Hong Kong Overseas Branch Register or in any Overseas Branch Register
 requiring him to provide to the Board any information, supported by a
 declaration and by such other evidence as the Board may require, for the
 purpose of determining whether that member is resident in Hong Kong or in the
 country or territory in which an Overseas Branch Register is situated. If
 such information and evidence is not provided within 21 days of the date of
 such written notice or the information and evidence provided shows that the
 member is not so resident or is, in the opinion of the Board, unsatisfactory
 for the purpose of determining whether the member is so resident the Board
 may remove the shares registered in the name of that member from the Hong
 Kong Overseas Branch Register or, as the case may be, from the relevant
 Overseas Branch Register and register such shares 





258







	
 

	
 


	
 

	
in the name
 of that member on the Principal Register and shall serve a written notice of
 such removal and registration on the member. 


	
 

	
 


	
119.

	
Borrowing powers 


	
 

	
 


	
119.1

	
The Board
 may exercise all the powers of the Company to borrow money and to mortgage or
 charge all or any part of the undertaking, property and assets (present or
 future) and uncalled capital of the Company and, subject to the provisions of
 the Act and the 2006 Act, 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 DIRECTORS AND COMMITTEES 


	
 


	
120.

	
Board meetings 


	
 

	
 


	
120.1

	
Subject to
 the provisions of these Articles, the Board may meet for the despatch of
 business, adjourn and otherwise regulate its proceedings as it thinks fit. 


	
 

	
 


	
121.

	
Notice of Board meetings 


	
 

	
 


	
121.1

	
Board
 meetings shall be convened at any time by the Chairman or by two Directors or
 the Secretary at the request of two Directors. A Director may waive the
 requirement that notice be given to him of any Board meeting, either
 prospectively or retrospectively. It shall not be necessary to give notice of
 a Board meeting to a Director who is absent from the United Kingdom or Hong
 Kong (or from such other country or territory as the Board may from time to
 time determine) unless he has requested the Board in writing that notices of
 Board meetings shall during his absence be given to him at any address in the
 United Kingdom or Hong Kong (or in such other country or territory as the
 Board may from time to time determine) notified to the Company for this purpose,
 but he shall not, in such event, be entitled to a longer period of notice
 than if he had been present in the United Kingdom or Hong Kong (or in such
 other country or territory as the Board may from time to time determine) at
 that address.


	
 

	
 


	
122.

	
Quorum 


	
 

	
 


	
122.1

	
The quorum
 necessary for the transaction of business may be determined by the Board and
 until otherwise so determined shall be three persons, each being a Director
 or an alternate Director. A duly convened meeting of the Board at which a
 quorum is present shall be competent to exercise all or any of the
 authorities, powers, and discretions for the time being vested in or
 exercisable by the Board. 


	
 

	
 


	
123.

	
Chairman of Board 


	
 

	
 


	
123.1

	
The Board
 may appoint one of its body as Chairman to preside at every Board meeting at
 which he is present and no more than two other members as Deputy Chairmen,
 may determine the period for which he is or they are to hold office and may
 at any time remove him or them from office. If no such Chairman or Deputy Chairman
 is elected, or if at any meeting neither the Chairman nor a Deputy Chairman
 is present within five 





259







	
 

	
 

	
 


	
 

	
minutes of
 the time appointed for holding the same, the Directors present shall choose
 one of their number to be Chairman of such meeting. In the event of two or
 more Deputy Chairmen being present, the Deputy Chairman to act as Chairman
 shall be decided by those Directors present. Any Chairman or Deputy Chairman
 may also hold executive office under the Company. 


	
 

	
 

	
 


	
124.

	
Voting 


	
 

	
 


	
124.1

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


	
 

	
 


	
125.

	
Participation by telephone 


	
 

	
 

	
 


	
125.1

	
Any Director
 or his alternate may validly participate in a meeting of the Board or a
 committee of the Board through the medium of conference telephone or similar
 form of communication equipment, provided that all persons participating in
 the meeting are able to hear and speak to each other throughout such meeting.
 A person so participating shall be deemed to be present in person at the
 meeting and shall accordingly be counted in a quorum and be entitled to vote.
 Such a meeting shall be deemed to take place where the largest group of those
 participating is assembled or, if there is no group which is larger than any
 other group, where the Chairman of the meeting then is. 


	
 

	
 

	
 


	
126.

	
Resolution in writing 


	
 

	
 

	
 


	
126.1

	
A resolution
 in writing executed by all the Directors for the time being entitled to receive
 notice of a Board meeting and present in the United Kingdom or Hong Kong (or
 in such other country or territory as the Board may from time to time
 determine), and not being less than a quorum, or by all the members of a
 committee of the Board and present in the United Kingdom or Hong Kong (or in
 such other country or territory as the Board may from time to time
 determine), shall be as valid and effective for all purposes as a resolution
 duly passed at a meeting of the Board (or committee, as the case may be). 


	
 

	
 

	
 


	
 

	
Such a
 resolution: 


	
 

	
 

	
 


	
 

	
(a)

	
may consist
 of several documents in the same form each executed by one or more of the
 Directors or members of the relevant committee, including by means of
 facsimile transmission; 


	
 

	
 

	
 


	
 

	
(b)

	
need not be
 signed by an alternate Director if it is signed by the Director who appointed
 him; and 


	
 

	
 

	
 


	
 

	
(c)

	
if signed by
 an alternate Director need not also be signed by his appointor. 


	
 

	
 

	
 


	
127.

	
Proceedings of committees 


	
 

	
 

	
 


	
127.1

	
All
 committees of the Board shall, in the exercise of the powers delegated to
 them and in the transaction of business, conform to any mode of proceedings
 and regulations which 





260







	
 

	
 

	
 


	
 

	
the Board
 may prescribe and subject thereto shall be governed by such of these Articles
 as regulate the proceedings of the Board as are capable of applying. 


	
 

	
 


	
128.

	
Minutes of proceedings 


	
 

	
 


	
128.1

	
The Board
 shall cause minutes to be made in books kept for the purpose: 


	
 

	
 

	
 


	
 

	
(a)

	
of all
 appointments of officers and committees made by the Board; and 


	
 

	
 

	
 


	
 

	
(b)

	
of all
 orders, resolutions and proceedings at every meeting of the Company, of the
 Board and of any committee of the Board. 


	
 

	
 

	
 


	
 

	
Any such
 minutes, if purporting to be signed by the Chairman of the meeting at which
 the proceedings were held or by the Chairman of the next succeeding meeting
 or the Secretary, shall be receivable as prima facie evidence of the matters
 stated in such minutes without any further proof. 


	
 

	
 


	
129.

	
Validity of proceedings 


	
 

	
 


	
129.1

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


	
 

	
 

	
 


	
DIRECTORS’ INTERESTS 


	
 

	
 


	
130.

	
Director may have interests 


	
 

	
 


	
130.1

	
Subject to
 the provisions of the Act and provided that Article 131 is complied with, a
 Director, notwithstanding his office: 


	
 

	
 

	
 


	
 

	
(a)

	
may enter
 into or otherwise be interested in any contract, arrangement, transaction or
 proposal with the Company or in which the Company is otherwise interested,
 either in regard to his tenure of any office or place of profit or as vendor,
 purchaser or otherwise; 


	
 

	
 

	
 


	
 

	
(b)

	
may hold any
 other office or place of profit under the Company (except that of Auditor or
 auditor of a subsidiary of the Company) in conjunction with the office of
 Director and may act by himself or through his firm in a professional capacity
 for the Company, and in any such case on such terms as to remuneration and otherwise as the
 Board may arrange, either in addition to or in lieu of any remuneration
 provided for by any other Article; 


	
 

	
 

	
 


	
 

	
(c)

	
may be a
 director or other officer, or employed by, or a party to any transaction or
 arrangement with or otherwise interested in, any company promoted by the 





261







	
 

	
 

	
 


	
 

	
Company or
 in which the Company is otherwise interested or as regards which the Company
 has any powers of appointment; and 


	
 

	
 


	
 

	
(d)

	
shall not be
 liable to account to the Company for any profit, remuneration or other
 benefit realised by any such office, employment, contract, arrangement,
 transaction or proposal and no such contract, arrangement, transaction or
 proposal shall be avoided on the grounds of any such interest or benefit. 


	
 

	
 

	
 


	
131.

	
Disclosure of interests to Board 


	
 

	
 


	
131.1

	
A Director
 who, to his knowledge, is in any way (directly or indirectly) interested in
 any 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 considered, if he knows his interest then exists or, in any other
 case, at the first meeting of the Board after he knows that he is or has
 become so interested. 


	
 

	
 

	
 


	
 

	
For the
 purposes of this Article: 


	
 

	
 

	
 


	
 

	
(a)

	
a general
 notice given to the Board by a Director that he is to be regarded as having
 an interest (of the nature and extent specified in the notice) in any
 contract, transaction, arrangement or proposal in which a specified person or
 class of persons is interested shall be deemed to be a sufficient disclosure
 under this Article in relation to such contract, transaction, arrangement or
 proposal; and 


	
 

	
 

	
 


	
 

	
(b)

	
an interest
 of which a Director has no knowledge and of which it is unreasonable to
 expect him to have knowledge shall not be treated as an interest of his. 


	
 

	
 

	
 


	
132.

	
Interested Director not to vote or count for quorum 


	
 

	
 


	
132.1

	
Save as
 provided in this Article, a Director shall not vote on, or be counted in the
 quorum in relation to, any resolution of the Board or of a committee of the
 Board concerning any contract, arrangement, transaction or any proposal
 whatsoever to which the Company is or is to be a party and in which he or any
 of his associates has a material interest otherwise than by virtue of his
 interest or the interests of his associate(s) in shares or debentures or
 other securities of or otherwise in or through the Company unless the
 resolution concerns any of the following matters: 


	
 

	
 

	
 


	
 

	
(a)

	
the giving
 to him or his associate(s) of any guarantee, security or indemnity in respect
 of money lent or obligations incurred by him or any of them at the request of
 or for the benefit of the Company or any of its subsidiary undertakings; 


	
 

	
 

	
 


	
 

	
(b)

	
the giving
 to a third party of any guarantee, security or indemnity in respect of a debt
 or obligation of the Company or any of its subsidiary undertakings for which
 he or his associate(s) has himself/themselves assumed responsibility in whole or in part, either alone or
 jointly with others, under a guarantee or indemnity or by the giving of
 security; 





262







	
 

	
 

	
 


	
 

	
(c)

	
any proposal
 concerning an offer of shares or debentures or other securities of or by the
 Company or any of its subsidiary undertakings in which offer he or his
 associate(s) is/are or may be entitled to participate as a holder of
 securities or in the underwriting or sub-underwriting of which he is to
 participate; 


	
 

	
 

	
 


	
 

	
(d)

	
any proposal
 concerning any other body corporate in which he (together with his
 associates) does not to his knowledge have an interest (as the term is used
 in Part 22 of the 2006 Act) in five per cent. or more of the issued equity
 share capital of any class of such body corporate or of the voting rights
 available to members of such body corporate; 


	
 

	
 

	
 


	
 

	
(e)

	
any proposal
 relating to an arrangement for the benefit of the employees of the Company or
 any of its subsidiary undertakings which does not award him any privilege or
 benefit not generally awarded to the employees to whom such arrangement
 relates; or 


	
 

	
 

	
 


	
 

	
(f)

	
any proposal
 concerning insurance which the Company proposes to maintain or purchase for
 the benefit of the Directors or for the benefit of persons who include
 Directors. 


	
 

	
 


	
133.

	
Director’s interest in own appointment 


	
 

	
 

	
 


	
133.1

	
A Director
 shall not vote or be counted in the quorum on any 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 any
 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 two or more Directors to offices or places of profit with the
 Company or any company in which the Company is interested, such proposals may
 be divided and a separate resolution considered in relation to each Director.
 In such case each of the Directors concerned (if not otherwise debarred from
 voting under these Articles) shall be entitled to vote (and be counted in the
 quorum) in respect of each resolution except that concerning his own appointment.
 


	
 

	
 


	
134.

	
Chairman’s ruling conclusive on Director’s interest 


	
 

	
 


	
134.1

	
If any
 question arises at any meeting as to the materiality of a Director’s interest
 or the interests of his associate(s) (other than the Chairman’s interest) or
 as to the entitlement of any Director (other than the Chairman) 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 the quorum, such question
 shall be referred to the Chairman of the meeting. 


	
 

	
 


	
 

	
The
 Chairman’s ruling in relation to the Director concerned shall be final and
 conclusive. 


	
 

	
 

	
 


	
135.

	
Directors’ resolution conclusive on Chairman’s interest 


	
 

	
 


	
135.1

	
If any
 question arises at any meeting as to the materiality of the Chairman’s
 interest or the interests of his associate(s) or as to the entitlement of the
 Chairman to vote or be counted 





263







	
 

	
 

	
 


	
 

	
in a quorum,
 and such question is not resolved by his voluntarily agreeing to abstain from
 voting or being counted in the quorum, such question shall be decided by resolution of the Directors or
 committee members present at the meeting (excluding the Chairman), whose
 majority vote shall be final and conclusive. 


	
 

	
 


	
136.

	
[Deleted by Special
Resolution passed on 28 May 1999]  


	
 

	
 

	
 


	
137.

	
Definitions 


	
 

	
 

	
 


	
137.1

	
For the
 purposes of Articles 130 to 137: 


	
 

	
 

	
 


	
 

	
(a)

	
an interest
 of a person who is for the purposes of the 2006 Act connected (which word
 shall have the meaning given thereto by sections 252-256 of the 2006 Act)
 with a Director shall be treated as an interest of the Director; 


	
 

	
 

	
 


	
 

	
(b)

	
in relation
 to an alternate Director, an interest of his appointor shall be treated as an
 interest of the alternate Director in addition to any interest which the
 alternate Director otherwise has; and 


	
 

	
 

	
 


	
 

	
(c)

	
an
 “associate” of a Director shall mean any person who is for the purposes of
 the 2006 Act connected (which word shall have the meaning given thereto by
 sections 252-256 of the 2006 Act) with a Director and any person who is an
 associate of a Director within the meaning of rule 1.01 of the rules
 governing the listing of securities on The Hong Kong Stock Exchange. 


	
 

	
 

	
 


	
THE SEAL 


	
 

	
 

	
 


	
138.

	
Application of Seal 


	
 

	
 

	
 


	
138.1

	
The Seal
 shall be used only by the authority of a resolution of the Board or of a
 committee of the Board. The Board may determine whether any instrument to
 which the Seal is affixed shall be signed and, if it is to be signed, who
 shall sign it. Unless otherwise so determined: 


	
 

	
 

	
 


	
 

	
(a)

	
share
 certificates and, subject to the provisions of any instrument constituting
 the same, certificates issued under the Seal in respect of any debentures or
 other securities need not be signed and any signature may be affixed to or
 printed on any such certificate by any means approved by the Board; and 


	
 

	
 

	
 


	
 

	
(b)

	
every other
 instrument to which the Seal is affixed shall be signed by one Director and
 by the Secretary or by two Directors. 


	
 

	
 

	
 


	
 

	
Every
 certificate or share warrant to bearer shall be issued under the Seal or in
 such other manner as the Board, having regard to the terms of issue, the Act,
 the 2006 Act, and the regulations of The Hong Kong Stock Exchange and The
 Stock Exchange, may authorise; all references in these Articles to the Seal
 shall be construed accordingly. 





264







	
 

	
 


	
139.

	
Deed without sealing 


	
 

	
 


	
139.1

	
A document
 signed by a Director and by the Secretary or by two Directors or by a
 Director in the presence of a witness who attests the signature and expressed
 (in whatever form of words) to be executed by the Company shall have the same
 effect as if it were executed under the Seal, provided that no instrument
 shall be so signed which makes it clear on its face that it is intended by
 the person or persons making it to have effect as a deed without the
 authority of a resolution of the Board or of a committee of the Board
 authorised in that behalf. An instrument or document which is executed by the
 Company as a deed shall not be deemed to be delivered by the Company solely
 as a result of it having been executed by the Company. 


	
 

	
 


	
140.

	
Official seal for use abroad 


	
 

	
 


	
140.1

	
Subject to
 the provisions of the Act, the Company may have an official seal for use in
 any place outside the United Kingdom. 


	
 

	
 


	
THE SECRETARY 


	
 

	
 


	
141.

	
The Secretary 


	
 

	
 


	
141.1

	
Subject to
 the provisions of the 2006 Act, the Board shall appoint a Secretary or joint
 secretaries and shall have power to appoint one or more persons to be an
 assistant or deputy secretary at such remuneration and on such conditions as
 it thinks fit. 


	
 

	
 


	
141.2

	
Any
 provision of the Act or of these Articles requiring or authorising a thing to
 be done by or to a Director and the Secretary shall not be satisfied by its
 being done by or to the same person acting both as Director and as, or in
 place of, the Secretary. 


	
 

	
 


	
DIVIDENDS AND OTHER PAYMENTS 


	
 

	
 


	
142.

	
Declaration of dividends 


	
 

	
 


	
142.1

	
Subject to
 the provisions of the 2006 Act and of these Articles, the Company may by
 ordinary resolution declare dividends to be paid to members according to
 their respective rights and interests in the profits of the Company. However,
 no dividend shall exceed the amount recommended by the Board. If and whenever
 the shares on which any such dividend is declared are denominated in
 different currencies, the dividend shall be declared in a single currency
 (which may be any currency). 


	
 

	
 


	
143.

	
Interim dividends 


	
 

	
 


	
143.1

	
Subject to
 the provisions of the 2006 Act, the Board may declare and pay such interim
 dividends (including any dividend payable at a fixed rate) as appears to the
 Board to be justified by the profits of the Company available for
 distribution. The Board shall declare such dividend on all shares ranking
 pari passu in a single currency (which may be any currency) even if such
 shares are denominated in different currencies. If at any time the share
 capital of the Company is divided into different classes, the Board may pay
 such 





265








	
 

	
 

	
 


	
 

	
interim
 dividends on shares which rank after shares conferring preferential rights
 with regard to dividend as well as on shares conferring preferential rights,
 unless at the time of payment any preferential dividend is in arrear.
 Provided that the Board acts in good faith, it shall not incur any liability
 to the holders of shares conferring preferential rights for any loss that
 they may suffer by the lawful payment of any interim dividend on any shares
 ranking after those with preferential rights.


	
 

	
 

	
 


	
144.

	
Entitlement to dividends


	
 

	
 

	
 


	
144.1

	
Except as
 otherwise provided by the terms of issue of or rights attached to any shares,
 all dividends shall be declared and paid according to the amounts paid up
 (otherwise than in
 advance of calls) on the shares on which the dividend is paid. For this
 purpose the same amount shall be deemed to have been paid up on all fully
 paid Ordinary Shares notwithstanding that they may be denominated in
 different currencies. Subject as aforesaid, all dividends shall be apportioned
 and paid proportionately to the percentage of the nominal amount (which shall
 in the case of Ordinary Shares be treated as the same amount as is hereby
 treated as paid up on all fully paid Ordinary Shares) paid up on the shares
 during any portion or portions of the period in respect of which the dividend
 is paid, but if any share is issued on terms providing that it shall rank for
 dividend as from a particular date, it shall rank for dividend accordingly.


	
 

	
 

	
 


	
145.

	
Calls or debts may be deducted from dividends


	
 

	
 

	
 


	
145.1

	
The Board
 may deduct from any dividend or other money payable to any person on or in
 respect of a share all such sums as may be due from him to the Company on
 account of calls or otherwise in relation to the shares of the Company.


	
 

	
 

	
 


	
146.

	
Distribution in specie


	
 

	
 

	
 


	
146.1

	
The Board
 may direct that payment of any dividend declared may be satisfied wholly or
 partly by the distribution of assets of any kind, and in particular of paid
 up shares or securities or debentures of any other company, or in any one or
 more of such ways. Where any difficulty arises in regard to such
 distribution, the Board may settle it as it thinks fit. In particular, the
 Board may:


	
 

	
 

	
 


	
 

	
(a)

	
issue
 fractional certificates (or ignore fractions); 


	
 

	
 

	
 


	
 

	
(b)

	
fix the value
 for distribution of such assets or any part thereof and determine that cash
 payments may be made to any members on the footing of the value so fixed, in
 order to adjust the rights of members; and 


	
 

	
 

	
 


	
 

	
(c)

	
vest any
 such assets in trustees on trust for the persons entitled to the dividend. 


	
 

	
 

	
 


	
147.

	
Dividends not to bear interest


	
 

	
 

	
 


	
147.1

	
Unless
 otherwise provided by the rights attached to the share, no dividend or other
 moneys payable by the Company or in respect of a share shall bear interest as
 against the Company.





266








	
 

	
 


	
148.

	
Method of payment 


	
 

	
 


	
148.1

	
The Company
 may pay any dividend, interest or other sum payable in respect of a share by
 cheque, dividend warrant, or money order and may send the same by post to the
 registered address (or in the case of a Depositary, subject to the approval
 of the Board, such persons and addresses) of the member or person entitled to
 it or, if two or more persons are holders of the share or are jointly
 entitled to it by reason of the death or bankruptcy of the member or
 otherwise by operation of law, to the registered address of such of those
 persons as is first named in the Register or to such person and to such
 address as such member or person or persons may direct in writing. Every
 cheque, warrant or order is sent at the risk of the person entitled to the
 money represented by it, shall be crossed in accordance with the Cheques Act
 1992 or in such other manner as the Board may from time to time approve and
 shall be made payable to the person or persons entitled, or to such other
 person as the person or persons entitled may direct in writing. Payment of
 the cheque, warrant or order shall be a good discharge to the Company. If any
 such cheque, warrant or order has or shall be alleged to have been lost,
 stolen or destroyed, on request of the person entitled thereto a replacement
 cheque or warrant or order may be issued 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 Board may think
 fit. Any joint holder or other person jointly entitled to a share may give an
 effective receipt for any dividend or other moneys payable in respect of such
 share. Any such dividend, interest or other sum may also be paid by any other
 method (including direct debit or autopay or bank transfer) as the Board
 considers appropriate. 


	
 

	
 


	
148.2

	
The Board
 may at its discretion make provisions to enable a Depositary and/or any other
 member as they shall from time to time determine to receive dividends duly
 declared in such currency or currencies and at such rate or rates of exchange
 and on such terms and conditions as the Board may in its absolute discretion
 determine. 


	
 

	
 


	
149.

	
Uncashed dividends 


	
 

	
 


	
149.1

	
If cheques,
 warrants or orders for dividends or other moneys payable in respect of a
 share sent by the Company to the person entitled thereto are returned to the
 Company or left uncashed on two consecutive occasions, the Company shall not
 be obliged to send any dividends or other moneys payable in respect of that
 share due to that person until he notifies the Company of an address to be
 used for the purpose. 


	
 

	
 


	
150.

	
Unclaimed dividends 


	
 

	
 


	
150.1

	
All
 dividends unclaimed for 12 months after having become payable may be invested
 or otherwise made use of by the Board for the benefit of the Company until
 claimed and the Company shall not be constituted a trustee in respect
 thereof. All dividends unclaimed for a period of 12 years after having become
 due for payment shall (if the Board so resolves) be forfeited and shall cease
 to remain owing by the Company. 





267








	
 

	
 

	
 


	
151.

	
Payment of scrip dividends


	
 

	
 

	
 


	
151.1

	
The Board
 may, with the prior authority of an ordinary resolution of the Company and
 subject to such terms and conditions as the Board may determine, offer to any
 holders of Ordinary Shares the right to elect to receive in accordance with
 the provisions of this Article Ordinary Shares of the same or a different
 currency, credited as fully paid, instead of cash in any currency in respect
 of the whole (or some part, to be determined by the Board) of any dividend
 specified by the ordinary resolution. The following provisions shall apply:


	
 

	
 

	
 


	
 

	
(a)

	
the said
 resolution may specify a particular dividend, or may specify all or any dividends
 declared within a specified period or periods; 


	
 

	
 

	
 


	
 

	
(b)

	
the
 entitlement of each holder of Ordinary Shares to new Ordinary Shares shall be
 such that the relevant value of the entitlement shall be as nearly as
 possible equal to (but not greater than) the cash amount (disregarding any
 tax credit) of the dividend that such holder would have received by way of
 dividend in the currency in which such dividend was declared or as converted
 into the equivalent amount in another currency if and in such manner as the
 Board shall so determine. For this purpose “relevant value” shall be
 calculated by reference to the average of the middle market quotations for
 the Ordinary Shares on The Stock Exchange, as derived from the Daily Official
 List, for the day on which the Ordinary Shares are first quoted “ex” the
 relevant dividend and the four subsequent dealing days, or in such other
 manner as the Board may determine on such basis as it considers to be fair
 and reasonable and the cash amount of the relevant dividend in a particular
 currency shall be converted into the equivalent amount in another currency if
 and in such manner as the Board shall so determine. A certificate or report
 by the Auditors as to the amount of the relevant value in respect of any
 dividend shall be conclusive evidence of that amount; 


	
 

	
 

	
 


	
 

	
(c)

	
no fractions
 of a share shall be allotted. The Board may make such provisions as it thinks
 fit for the application of any residual dividend entitlement remaining
 following the calculation of the entitlement of a holder of Ordinary Shares
 to new Ordinary Shares pursuant to Article 151.1(b) including provisions
 whereby, in whole or in part, the benefit thereof accrues to the Company
 and/or under which such entitlements are accrued and/or retained and in each case
 accumulated on behalf of any member and such accruals or retentions are
 applied to the allotment by way of bonus to or cash subscription on behalf of
 such member of fully paid Ordinary Shares and/or provisions whereby cash
 payments may be made to members in respect of such entitlements; 


	
 

	
 

	
 


	
 

	
(d)

	
the Board
 shall, after determining the basis of allotment, notify the holders of
 Ordinary Shares in writing of the right of election offered to them, and
 specify the procedure to be followed and place at which, and the latest time
 by which, elections must be lodged in order to be effective; 





268








	
 

	
 

	
 


	
 

	
(e)

	
the Board
 may exclude from any offer any holders of Ordinary Shares or any Ordinary
 Shares held by a Depositary where the Board considers that the making of the
 offer to them or in respect of such shares would or might involve the
 contravention of the laws of any territory or that for any other reason the
 offer should not be made to them or in respect of such shares; 


	
 

	
 

	
 


	
 

	
(f)

	
the Board
 may determine that every duly effected election in respect of any Ordinary
 Shares shall be binding on every successor in title to the holder thereof; 


	
 

	
 

	
 


	
 

	
(g)

	
the dividend
 (or that part of the dividend in respect of which a right of election has
 been offered) shall not be payable on Ordinary Shares in respect of which an
 election has been duly made (“the elected Ordinary Shares”) and instead
 additional Ordinary Shares shall be allotted, credited as fully paid, to the
 holders of the elected Ordinary Shares on the basis of their entitlement
 pursuant to paragraph (b) of this Article 151.1. For such purpose the Board
 may capitalise, out of any amount for the time being standing to the credit
 of any reserve or fund (including any share premium account or capital
 redemption reserve) or of any of the profits which could otherwise have been
 applied in paying dividends in cash as the Board may determine, a sum equal
 to the aggregate nominal amount or amounts of the additional Ordinary Shares
 to be allotted on that basis and apply it in paying up in full the
 appropriate number of unissued Ordinary Shares for allotment and distribution
 to the holders of the elected Ordinary Shares on that basis. A Board
 resolution capitalising any part of such reserve or fund or profits shall
 have the same effect as if such capitalisation had been declared by ordinary
 resolution of the Company in accordance with Article 153 and in relation to
 any such capitalisation the Board may exercise all the powers conferred on
 them by Article 153 without need of such ordinary resolution;


	
 

	
 

	
 


	
 

	
(h)

	
the
 additional Ordinary Shares so allotted shall rank pari passu in all respects
 with each other and with the fully paid Ordinary Shares in issue on the
 record date for the dividend in respect of which the right of election has
 been offered, except that they will not rank for any dividend or other
 distribution or other entitlement which has been declared, paid or made by
 reference to such record date; and 


	
 

	
 

	
 


	
 

	
(i)

	
the Board
 may terminate, suspend or amend any offer of the right to elect to receive
 Ordinary Shares in lieu of any cash dividend at any time. 


	
 

	
 

	
 


	
152.

	
152 Reserves


	
 

	
 

	
 


	
152.1

	
The Board
 may, before recommending any dividend (whether preferential or otherwise),
 carry to reserve out of the profits of the Company such sums as it thinks
 fit. All sums standing to reserve may be applied from time to time, at the
 discretion of the Board, for any other purpose to which the profits of the
 Company may properly be applied, and pending such application may, at the like
 discretion, either be employed in the business of the Company or be invested
 in such investments as the Board thinks fit. The Board may divide the reserve
 into such special funds as it thinks fit, and may consolidate into one fund
 any special funds or any parts of any special funds into which the reserve
 may have





269








	
 

	
 

	
 


	
 

	
been divided
 as it thinks fit. Any sum which the Board may carry to reserve out of the
 unrealised profits of the Company shall not be mixed with any reserve to
 which profits available for distribution have been carried. The Board may
 also, without placing the same to reserve, carry forward any profits which it
 may think prudent not to distribute.


	
 

	
 

	
 


	
153.

	
Capitalisation of reserves


	
 

	
 

	
 


	
153.1

	
The Board
 may, with the authority of an ordinary resolution of the Company:


	
 

	
 

	
 


	
 

	
(a)

	
subject as
 provided in this Article, resolve to capitalise any undivided profits of the
 Company not required for paying any preferential dividend (whether or not
 they are available for distribution) or any sum standing to the credit of any
 reserve or fund of the Company which is available for distribution or
 standing to the credit of share premium account or capital redemption reserve
 or other undistributable reserve; 


	
 

	
 

	
 


	
 

	
(b)

	
appropriate
 the sum resolved to be capitalised to the holders of Ordinary Shares (whether
 or not fully paid) in proportion to the number of such shares held by them
 respectively and apply such sum on their behalf either in or towards paying
 up the amounts, if any, for the time being unpaid on any shares held by them
 respectively, or in paying up in full unissued shares or debentures of the
 Company of a nominal amount equal to that sum, and allot the shares or
 debentures credited as fully paid to those holders of Ordinary Shares or as
 they may direct, in those proportions, or partly in one way and partly in the
 other, provided that the share premium account, the capital redemption
 reserve, any other undistributable reserve and any profits which are not
 available for distribution may, for the purposes of this Article, only be
 applied in paying up unissued shares to be allotted to holders of Ordinary
 Shares credited as fully paid and provided further that the sum appropriated
 as hereinbefore mentioned need not be in the same currency as the securities
 which it is to be used to pay up but in that event and for the purpose of
 determining the extent to which such securities are paid up by such sum the
 Board shall select such rate of exchange as it shall consider appropriate; 


	
 

	
 

	
 


	
 

	
(c)

	
resolve that
 any shares so allotted to any holder of Ordinary Shares in respect of a
 holding by him of any partly paid shares shall, so long as such shares remain
 partly paid, rank for dividends only to the extent that such partly paid
 shares rank for dividends; 


	
 

	
 

	
 


	
 

	
(d)

	
make such
 provision by the issue of fractional certificates (or by ignoring fractions
 or by accruing the benefit thereof to the Company rather than to the holders
 of Ordinary Shares concerned) or by payment in cash or otherwise as it thinks
 fit in the case of shares or debentures becoming distributable in fractions; 


	
 

	
 

	
 


	
 

	
(e)

	
authorise
 any person to enter on behalf of all the holders of Ordinary Shares concerned
 into an agreement with the Company providing for either (i) the allotment to
 them respectively, credited as fully paid up, of any shares or debentures to
 which they may be entitled on such capitalisation or (ii) the 





270








	
 

	
 

	
 


	
 

	
 

	
payment up
 by the Company on behalf of such holders by the application thereto of their
 respective proportions of the reserves or profits resolved to be capitalised,
 of the amounts or any part of the amounts remaining unpaid on their existing
 shares (any agreement made under such authority being effective and binding
 on all such holders); and


	
 

	
 

	
 


	
 

	
(f)

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


	
 

	
 

	
 


	
153.2

	
Whenever the
 Ordinary Shares are denominated in different currencies and the Board is
 given authority under Article 153.1 to make an allotment of new Ordinary
 Shares credited as fully paid the holders of Ordinary Shares shall unless in
 respect of all or any of such Shares the Board otherwise resolves receive by
 virtue of such allotment Ordinary Shares (credited as fully paid) denominated
 in the same currency as the Ordinary Shares in right of which they are
 allotted. If the Board resolves otherwise in respect of any Ordinary Shares
 it may determine either that the holders of such Shares should receive, or
 that the holders of such Shares should have the right to elect to receive,
 Ordinary Shares denominated in some currency other than that in which their
 Shares are denominated and so that the Board may if it thinks fit exercise
 its powers under this Article differently in relation to different Ordinary
 Shares. The rights attached to an Ordinary Share shall not be deemed to be
 varied or abrogated by reason only that any Ordinary Share offered or
 allotted to the holder thereof in pursuance of this Article is denominated in
 a different currency from or the same currency as any other Ordinary Share
 allotted to any other holder of Ordinary Shares on the same occasion or is
 denominated in the same or a different currency from the Ordinary Share in
 right of which it is allotted.


	
 

	
 

	
 


	
154.

	
Record dates


	
 

	
 

	
 


	
154.1

	
Notwithstanding
 any other provision of these Articles but without prejudice to the rights
 attached to any shares and subject always to the 2006 Act, the Company or the
 Board may by Resolution specify any date (the “record date”) as the date at the close of business (or such
 other time as the Board may determine) on which persons registered as the
 holders of shares or other securities shall be entitled to receipt of any
 dividend, distribution, interest, allotment, issue, notice, information,
 document or circular
 and such record date may be on or at any time before the date on which the
 same is paid or made or (in the case of any dividend, distribution, interest,
 allotment or issue) at any time before or after the same is recommended,
 resolved, declared or announced but without prejudice to the rights inter se in respect of the same of
 transferors and transferees of any such shares or other securities. Different
 dates may be fixed as record dates in respect of shares registered on
 different Registers.


	
 

	
 

	
 


	
ACCOUNTS


	
 

	
 

	
 


	
155.

	
Accounting records


	
 

	
 

	
 


	
155.1

	
The Board
 shall cause accounting records to be kept in accordance with the Act and the
 2006 Act (as appropriate).





271








	
 

	
 

	
 


	
156.

	
Inspection of records 


	
 

	
 

	
 


	
156.1

	
No member
 (other than a Director) shall have any right to inspect any accounting record
 or other document of the Company unless he is authorised to do so by statute,
 by order of the court, by the Board or by ordinary resolution of the Company.
 


	
 

	
 

	
 


	
157.

	
Accounts to be sent to members 


	
 

	
 

	
 


	
157.1

	
Except as
 provided in Article 158, the Directors’ and Auditors’ reports, together with
 copies of the balance sheet and every document required by the Act or the
 2006 Act (as appropriate) to be annexed to the balance sheet and copies of
 the profit and loss account or income and expenditure account (subject to the
 provisions of section 230 of the Act or section 408 of the 2006 Act, as
 appropriate) shall, not less than 21 clear days before the annual general
 meeting before which they are to be laid, be delivered, sent by post or made
 available on the Company’s website to every member and holder of debentures
 of the Company, to the Auditors and to any other person who may be entitled
 to receive them. However, this Article shall not require a copy of those
 documents to be sent to any person who under the provisions of these Articles
 is not entitled to receive notices from the Company or of whose address the
 Company is unaware or to any holder of debentures of whose address the
 Company is unaware or to more than one of the joint holders of any shares or
 debentures. If all or any of the shares in or debentures of the Company are
 listed or dealt in on any stock exchange, there shall at the same time be
 forwarded to the secretary of that stock exchange such number of copies of
 each of those documents as the regulations of that stock exchange may
 require. 


	
 

	
 

	
 


	
158.

	
Summary financial statements 


	
 

	
 

	
 


	
158.1

	
The Company
 may, in accordance with section 251 of the Act or sections 426-429 and
 sections 434-435 of the 2006 Act (as appropriate) and any regulations made under
 the Act or the 2006 Act (as appropriate) send a summary financial statement
 to any member, holder of debentures of the Company or other person who is
 entitled to receive notice of general meetings instead of or in addition to
 the documents referred to in Article 157. 


	
 

	
 

	
 


	
 

	
Where it
 does so, the statement shall be delivered, sent by post or made available on
 the Company’s website to the member, holder of debentures of the Company or
 other person entitled to receive notice not less than 21 clear days before
 the annual general meeting before which those documents are to be laid.


	
 

	
 

	
 


	
NOTICES 


	
 

	
 

	
 


	
159.

	
Form of Notices 


	
 

	
 

	
 


	
159.1

	
Notwithstanding
 anything to the contrary in these Articles, any notice, document or
 information to be given, sent, issued, deposited, served or delivered (or the
 equivalent) to or by any person pursuant to these Articles (other than a
 notice calling a meeting of the Directors) shall be in writing and, if the
 Board in its absolute discretion considers appropriate for any purpose or
 purposes under these Articles, any such notice, document or information shall
 be deemed given, sent, issued, deposited, served or delivered (or the 





272









	
 

	
 


	
 

	
equivalent)
 where it is sent in electronic form to an address for the time being notified
 for that purpose to the person giving such notice, document or information,
 but subject always to the provisions of Article 162. In the case of notices
 or other documents or information sent in electronic form the Board may make
 this subject to such terms and conditions as it shall in its absolute
 discretion consider appropriate, subject to and in accordance with the
 provisions of the 2006 Act. Nothing in these Articles shall affect any
 requirement of the Act and the 2006 Act that any particular offer, notice or
 other document or information be served in any particular manner. 


	
 

	
 


	
159.2

	
For the
 purposes of these Articles, notices, documents or information may be sent in
 electronic form by the Company to a person where (i) such person has agreed
 (generally or specifically) that the notice, document or information may be
 sent or supplied in that form (and has not revoked that agreement), including
 on a website (ii) the notice, document or information (as the case may be) is
 a notice, document or information to which that agreement applies and (iii)
 in the case of a notice, document or information being made available on a
 website, a notice is sent to the person, in a manner for the time being
 agreed for that purpose between that person and the Company notifying such
 person, of (a) the publication of that notice, document or information on the
 website (b) the address of the website and (c) the place on that website where
 the notice, document or information may be accessed, and how it may be
 accessed, and in any such case the notification referred to above shall be
 treated as the relevant notice for the purposes of these Articles. 


	
 

	
 


	
159.3

	
Subject to
 the 2006 Act, any notice, document or information is validly sent or supplied
 by the Company if it is made available on a website. 


	
 

	
 


	
159.4

	
Subject to
 the members having resolved that the Company may send or supply notices,
 documents or information to members by making them available on a website,
 where the Company requests the agreement of a person to receive specified
 notices, documents or information by means of a website and the Company does
 not receive a response within the period of 28 days (or such shorter period
 as may be required by statute) from the date the Company’s request was sent,
 such person shall be deemed to have agreed to receive such notices, documents
 or information by the means specified in the request. 


	
 

	
 


	
159.5

	
The Company
 shall, at the request of a member, also provide such member, within 21 days
 of the receipt by the Company of the request, with a hard copy of any
 document sent in electronic form in accordance with these Articles. 


	
 

	
 


	
159.6

	
Any
 amendment or revocation of a notification given to the Company under this
 Article 159 shall only take effect if it is delivered to the Company in
 writing, signed by the member and on actual receipt by the Company thereof.


	
 

	
 


	
159A

	
Authentication 


	
 

	
 


	
159A.1

	
For the
 purposes of these Articles, the Company shall treat any document received by
 it as sufficiently authenticated if: 





273








	
 

	
 

	
 


	
 

	
(a)

	
where the
 document is sent in hard copy form, it is signed by the person who sent it;
 or 


	
 

	
 

	
 


	
 

	
(b)

	
where the
 document is sent in electronic form, it has been authenticated in such manner
 as the Board may, in its absolute discretion, from time to time, determine,
 provided that, where a document is sent or supplied to the Company by a
 person on behalf of another, the Board may, in its absolute discretion,
 request that the sender also provide such reasonable evidence of their
 authority to act on such other’s behalf as the Board may specify before the
 document may be treated as sufficiently authenticated. 


	
 

	
 

	
 


	
160. 

	
Service of notice on members


	
 

	
 


	
160.1 

	
The Company
 may give any notice or document (including a share certificate) to a member
 either personally or by sending it by post in a prepaid envelope addressed to
 the member at his registered address or by leaving it at that address or, in
 the circumstances referred to in Article 159, by sending it using electronic
 communications to an address for the time being notified to the Company by
 the member. In the case of a member registered on the Principal Register or
 the Hong Kong Overseas Branch Register or an Overseas Branch Register any
 such notice or document may be posted either in the United Kingdom or in any
 territory in which any such Register is maintained.


	
 

	
 


	
160.2 

	
In the case
 of joint holders of a share, all notices or documents shall be given to the
 joint holder whose name stands first in the Register in respect of the joint
 holding. Notice so given shall be sufficient notice to all the joint holders.


	
 

	
 


	
160.3 

	
Where a
 member (or, in the case of joint holders, the person first named in the
 Register) has a registered address outside Hong Kong or the United Kingdom
 but has notified the Company of an address within Hong Kong or the United
 Kingdom at which notices or other documents may be given to him or, if the
 Board in its absolute discretion permits, an address to which notices or
 documents may be sent using electronic communications, he shall be entitled
 to have notices or documents given or sent to him at that address but
 otherwise no such member shall be entitled to receive any notice or document
 from the Company. If on at least two consecutive occasions the Company has
 attempted to send notices or documents using electronic communications to an
 address for the time being notified to the Company by a member for that
 purpose but the Company is aware that there has been a failure of delivery of
 such notice or document in the manner described in Article 162.3, then the
 Company shall thereafter send notices or documents through the post to such
 member at his registered address or his address for the service of notices by
 post, in which case the provisions of the remainder of this Article shall
 apply. If on three consecutive occasions notices or documents have been sent
 through the post to any member at his registered address or his address for
 the service of notices but have been returned undelivered, such member shall
 not thereafter be entitled to receive notices or documents from the Company
 until he shall have communicated with the Company and supplied
 in writing a new registered address or address within Hong Kong or the United
 Kingdom for the service of notices or, if the Board in its absolute
 discretion permits, an address to which notices may be sent using electronic
 communications.





274








	
 

	
 


	
161.

	
Notice in case of death, bankruptcy or mental disorder 


	
 

	
 


	
161.1

	
The Company
 may give notice to the person entitled to a share in consequence of the death
 or bankruptcy of a member or otherwise by operation of law, by sending or
 delivering it in any manner authorised by these Articles for the giving of
 notice to a member, addressed to that person by name, or by the title of
 representative of the deceased or trustee of the bankrupt or by any like
 description, at the address (if any) within Hong Kong or the United Kingdom
 or to which notices may be sent using electronic communications supplied for
 the purpose by the person claiming to be so entitled. Until such an address
 has been so supplied, a notice may be given in any manner in which it might
 have been given if the death or bankruptcy or operation of law had not
 occurred. 


	
 

	
 


	
162.

	
Evidence of service 


	
 

	
 


	
162.1

	
Any member
 present, in person or by proxy, at any meeting of the Company or of the
 holders of any class of shares of the Company shall be deemed to have
 received due notice of such meeting, and, where requisite, of the purposes
 for which such meeting was called. 


	
 

	
 


	
162.2

	
Any notice
 or other document, addressed to a member at his registered address or address
 for service in Hong Kong or the United Kingdom shall, if sent by post, be
 deemed to have been served or delivered on the day after the day when it was
 put in the post (or, where second-class mail is employed, on the second day
 after the day when it was put in the post). In proving such service or
 delivery it shall be conclusive to prove that the envelope containing the
 notice or document was properly addressed and put into the post as a prepaid
 letter. Any notice or other document not sent by post but delivered or left
 at a registered address or address for service in Hong Kong or the United
 Kingdom shall be deemed to have been served or delivered on the day on which
 it was so delivered or left. 


	
 

	
 


	
162.3

	
Any notice
 or other document addressed to a member shall, if sent using electronic
 communications, be deemed to have been served or delivered at the expiration
 of 24 hours after the time it was first sent. In proving such service or
 delivery it shall be conclusive to prove that the address used for the
 electronic communication was the address supplied for that purpose and the
 electronic communication was properly dispatched, unless the Company is aware
 that there has been a failure of delivery of such notice or document
 following at least 2 attempts in which case such notice or document shall be
 sent to the member at his registered address or address for service in Hong
 Kong or the United Kingdom provided that the date of deemed service or
 delivery shall be 24 hours from the dispatch of the original electronic
 communication in accordance with this Article. 


	
 

	
 


	
162.4

	
Any notice,
 document or other information sent or supplied to a member by means of the
 Company’s website, in accordance with Article 159, shall be deemed to have
 been received by the intended recipient when the material was first made
 available on the website or, if later, at the time the intended recipient
 received (or is deemed to have received) notice of the fact the material was
 available on the Company’s website.





275








	
 

	
 


	
163.

	
Notice binding on transferees 


	
 

	
 


	
163.1

	
Every person
 who, by operation of law, transfer or by any other means becomes entitled to
 a share shall be bound by any notice in respect of that share (other than a
 notice given by the Company under Section 793 of the 2006 Act) which, before
 his name is entered in the Register, has been duly given to a person from
 whom he derives his title. 


	
 

	
 


	
164.

	
164 Notice by advertisement 


	
 

	
 


	
164.1

	
Any notice
 to be given by the Company to the members or any of them, and not otherwise
 provided for by these Articles, shall be sufficiently given if given by
 advertisement appearing in one leading English language daily newspaper and
 one leading Chinese language daily newspaper printed and circulating in Hong
 Kong and in at least one leading daily newspaper published in the United
 Kingdom. Any notice given by advertisement shall be deemed to have been
 served at noon on the day on which the advertisement first appears. 


	
 

	
 


	
164.2

	
The
 production in any court or tribunal of any such newspaper containing any such
 advertisement shall be sufficient proof of the giving of any such notice as
 regards all persons and for all purposes. 


	
 

	
 


	
165.

	
Suspension of postal services 


	
 

	
 


	
165.1

	
If at any
 time by reason of the suspension or curtailment of postal services within
 Hong Kong or the United Kingdom the Company is unable effectively to convene
 a general meeting by notices sent through the post, a general meeting may be
 convened by a notice advertised in accordance with Article 164.1. Such notice
 shall be deemed to have been duly served on all members entitled thereto at
 noon on the day on which the advertisement first appears. In any such case
 the Company shall send confirmatory copies of the notice by post if at least
 seven days prior to the meeting the posting of notices to addresses
 throughout Hong Kong and the United Kingdom again becomes practicable. 


	
 

	
 


	
WINDING UP 


	
 

	
 


	
166.

	
Division of assets 


	
 

	
 


	
166.1

	
If the
 Company is wound up, the assets available for distribution among the holders
 of Ordinary Shares shall be distributed among such holders in proportion to
 the number of Ordinary Shares held by them respectively notwithstanding that
 such Ordinary Shares may be denominated in different currencies. The
 distribution of any amount under this Article to the holder of any Ordinary
 Share which at the date of such distribution is not fully paid up shall be
 adjusted so as to ensure that the holder gives credit against such
 distribution for the amount remaining unpaid on his share. 


	
 

	
 


	
166.2

	
If the
 Company is wound up the liquidator may, with the sanction of a special
 resolution of the Company and any other sanction required by law, divide
 among the members in specie the whole or any part of the assets of the
 Company and may, for that purpose, value any assets and determine how the
 division shall be carried out as between the 





276








	
 

	
 


	
 

	
members or
 different classes of members. Any such division may be otherwise than in
 accordance with the existing rights of the members, but if any division is
 resolved otherwise than in accordance with such rights, the members shall
 have the same right of dissent and consequential rights as
 if such resolution were a special resolution passed pursuant to section 110
 of the Insolvency Act 1986. The liquidator may, with the like sanction, vest
 the whole or any part of the whole of the assets in trustees on such trusts
 for the benefit of the members as he with the like sanction shall determine,
 but no member shall be compelled to accept any assets on which there is a
 liability. 


	
 

	
 


	
167.

	
Transfer or sale under s.110 Insolvency Act 1986 


	
 

	
 


	
167.1

	
A special
 resolution sanctioning a transfer or sale to another company duly passed
 pursuant to section 110 of the Insolvency Act 1986 may in the like manner
 authorise the distribution of any shares or other consideration receivable by
 the liquidator among the members otherwise than in accordance with their
 existing rights, and any such determination shall be binding on all the
 members, subject to the right of dissent and consequential rights conferred
 by the said section. 


	
 

	
 


	
INDEMNITY 


	
 

	
 


	
168.

	
Right to indemnity 


	
 

	
 


	
168.1

	
Subject to
 the provisions of the 2006 Act, but without prejudice to any indemnity to
 which he may be otherwise entitled, every Director, alternate Director,
 Secretary or other officer of the Company shall be entitled to be indemnified
 out of the assets of the Company against all costs, charges, losses, damages
 and liabilities incurred by him in the actual or purported execution and/or
 discharge of his duties or exercise of his powers and/or otherwise in
 relation to or in connection with his duties, powers or office, provided that
 this Article 168.1 shall be deemed not to provide for, or entitle any such
 person to, indemnification to the extent that it would cause this Article
 168.1, or any element of it, to be treated as void under the 2006 Act. 


	
 

	
 


	
169.

	
Power to insure 


	
 

	
 


	
169.1

	
Subject to
 the provisions of the 2006 Act, the Board may purchase and maintain insurance
 at the expense of the Company for the benefit of any person who is or was at
 any time a Director or other officer or employee of the Company against any
 liability which may attach to him or loss or expenditure which he may incur
 in relation to anything done or alleged to have been done or omitted to be
 done as a Director, officer or employee. The Board may authorise directors of
 subsidiaries of the Company to purchase and maintain insurance at the expense
 of the Company for the benefit of any present or former director, other
 officer or employee of such company in respect of such liability, loss or
 expenditure. 





277








	UNCERTIFICATED SHARES 
	 	 
	
170. 

	
Uncertificated shares


	
 

	
 

	
 


	
170.1 

	
Notwithstanding
 anything in these Articles to the contrary, any shares in the Company may be
 issued, held, registered, converted to, transferred or otherwise dealt with
 in uncertificated form and converted from uncertificated form to certificated
 form in accordance with the Regulations and practices instituted by the
 operator of the relevant system. Any provisions of these
 Articles shall not apply to any uncertificated shares to the extent that such
 provisions are inconsistent with:


	
 

	
 

	
 


	
 

	
(a)

	
the holding
 of shares in uncertificated form; 


	
 

	
 

	
 


	
 

	
(b)

	
the transfer
 of title to shares by means of a relevant system; or 


	
 

	
 

	
 


	
 

	
(c)

	
any
 provision of the Regulations. 


	
 

	
 

	
 


	
170.2 

	
Without
 prejudice to the generality and effectiveness of the foregoing:


	
 

	
 

	
 


	
 

	
(a)

	
Articles 12,
 13 and 34 and the second and third sentence of Article 36 shall not apply to
 uncertificated shares and the remainder of Article 36 shall apply in relation
 to such shares as if the reference therein to the date on which the transfer
 was lodged with the Company were a reference to the date on which the
 appropriate instruction was received by or on behalf of the Company in
 accordance with the facilities and requirements of the relevant system; 


	
 

	
 

	
 


	
 

	
(b)

	
without
 prejudice to Article 35 in relation to uncertificated shares, the Board may
 also refuse to register a transfer of uncertificated shares in such other
 circumstances as may be permitted or required by the Regulations and the
 relevant system; 


	
 

	
 

	
 


	
 

	
(c)

	
references
 in these Articles to a requirement on any person to execute or deliver an
 instrument of transfer or certificate or other document which shall not be
 appropriate in the case of uncertificated shares shall, in the case of
 uncertificated shares, be treated as references to a requirement to comply
 with any relevant requirements of the relevant system and any relevant
 arrangements or regulations which the Board may make from time to time
 pursuant to Article 170.2(k) below; 


	
 

	
 

	
 


	
 

	
(d)

	
for the
 purposes referred to in Article 42, a person entitled by transmission to a
 share in uncertificated form who elects to have some other person registered
 shall either: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
procure that
 instructions are given by means of the relevant system to effect transfer of
 such uncertificated share to that person; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
change the
 uncertificated share to certificated form and execute an instrument of
 transfer of that certificated share to that person; 


	
 

	
 

	
 

	
 


	
 

	
(e)

	
the Company
 shall enter on the Principal Register the number of shares which are held by
 each member in uncertificated form and in certificated form and shall 





278








	
 

	
 

	
 


	
 

	
 

	
maintain the
 Principal Register in each case as is required by the Regulations and the
 relevant system and, unless the Board otherwise determines, holdings of the
 same holder or joint holders in certificated form and uncertificated form may
 be treated by the Company as separate holdings for such purpose or purposes
 as the Board may in its absolute discretion determine;


	
 

	
 

	
 


	
 

	
(f)

	
a class of
 share shall not be treated as two classes by virtue only of that class
 comprising both certificated shares and uncertificated shares or as a result
 of any provision of these Articles or the Regulations which
 applies only in respect of certificated shares or uncertificated shares; 


	
 

	
 

	
 


	
 

	
(g)

	
references
 in Article 44 to instruments of transfer shall include, in relation to
 uncertificated shares, instructions and/or notifications made in accordance
 with the relevant system relating to the transfer of such shares; 


	
 

	
 

	
 


	
 

	
(h)

	
for the
 purposes referred to in Article 46, the Board may in respect of
 uncertificated shares authorise some person to transfer and/or require the
 holder to transfer the relevant shares in accordance with the facilities and
 requirements of the relevant system; 


	
 

	
 

	
 


	
 

	
(i)

	
for the
 purposes of Article 148.1, any payment in the case of uncertificated shares
 may be made by means of the relevant system (subject always to the facilities
 and requirements of the relevant system) and without prejudice to the
 generality of the foregoing such payment may be made by the sending by the
 Company or 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 of such shares or, if permitted by the Company, of such person as the
 holder or joint holders may in writing direct and for the purposes of Article
 148.1 the making of a payment in accordance with the facilities and
 requirements of the relevant system concerned shall be a good discharge to
 the Company; 


	
 

	
 

	
 


	
 

	
(j)

	
subject to
 the 2006 Act, the Board may issue shares as certificated shares or as
 uncertificated shares in its absolute discretion and Articles 6, 151 and 153
 shall be construed accordingly; 


	
 

	
 

	
 


	
 

	
(k)

	
the Board
 may make such arrangements or regulations (if any) as it may from time to
 time in its absolute discretion think fit in relation to the evidencing and
 transfer of uncertificated shares and otherwise for the purpose of
 implementing and/or supplementing the provisions of this Article 170 and the
 Regulations and the facilities and requirements of the relevant system and
 such arrangements and regulations (as the case may be) shall have the same
 effect as if set out in this Article 170; 


	
 

	
 

	
 


	
 

	
(l)

	
the Board
 may utilise the relevant system to the fullest extent available from time to
 time in the exercise of the Company’s powers or functions under the Act or
 the 2006 Act (as appropriate) or these Articles or otherwise in effecting any
 actions; and 





279








	
 

	
 

	
 


	
 

	
(m)

	
the Board
 may resolve that a class of shares is to become a participating security and
 may at any time determine that a class of shares shall cease to be a
 participating security.


	
 

	
 

	
 


	
170.3

	
Where any
 class of shares in the capital of the Company is a participating security and
 the Company is entitled under any provisions of the Act or the rules made and
 practices instituted by the operator of any relevant system or under these
 Articles to dispose of, forfeit, enforce a lien or sell or otherwise procure
 the sale of any shares which are held in uncertificated form, such
 entitlement (to the extent permitted by the Regulations and the rules made
 and practices instituted by the operator of the relevant system) shall
 include the right to:


	
 

	
 

	
 


	
 

	
(a)

	
request or
 require the deletion of any computer-based entries in the relevant system
 relating to the holding of such shares in uncertificated form; and/or 


	
 

	
 

	
 


	
 

	
(b)

	
require any
 holder of any uncertificated shares which are the subject of any exercise by
 the Company of any such entitlement, by notice in writing to the holder
 concerned, to change his holding of such uncertificated shares into
 certificated form within such period as may be specified in the notice, prior
 to completion of any disposal, sale or transfer of such shares or direct the
 holder to take such steps, by instructions given by means of a relevant
 system or otherwise, as may be necessary to sell or transfer such shares;
 and/or 


	
 

	
 

	
 


	
 

	
(c)

	
appoint any
 person to take such other steps, by instruction given by means of a relevant
 system or otherwise, in the name of the holder of such shares as may be
 required to effect transfer of such shares and such steps shall be as
 effective as if they had been taken by the registered holder of the
 uncertificated shares concerned; and/or 


	
 

	
 

	
 


	
 

	
(d)

	
transfer any
 uncertificated shares which are the subject of any exercise by the Company of
 any such entitlement by entering the name of the transferee in the Principal
 Register in respect of that share as a transferred share; and/or 


	
 

	
 

	
 


	
 

	
(e)

	
otherwise
 rectify or change the Principal Register in respect of that share in such
 manner as may be appropriate; and 


	
 

	
 

	
 


	
 

	
(f)

	
take such
 other action as may be necessary to enable those shares to be registered in
 the name of the person to whom the shares have been sold or disposed of or as
 directed by him. 


	
 

	
 

	
 


	
170.4

	
For the
 purposes of this Article 170: 


	
 

	
 

	
 


	
 

	
(a)

	
words and
 expressions shall have the same respective meanings as in the Regulations; 


	
 

	
 

	
 


	
 

	
(b)

	
references
 herein to an uncertificated share or to a share (or to a holding of shares)
 being in uncertificated form are references to that share being an
 uncertificated unit of a security, and references to a certificated share or
 to a share being in 





280








	
 

	
 

	
 


	
 

	
 

	
certificated
 form are references to that share being a unit of a security which is not an
 uncertificated unit; and


	
 

	
 

	
 


	
 

	
(c)

	
“cash
 memorandum account” means an account so designated by the operator of the
 relevant system. 





281