Exhibit 1.1  No. 470893  The Companies Act 1948 and The Companies Act 1985  C O M P A N Y  L I M I T E D  BY
S H A R E S   M E M O R A N D U M   Amended by Special Resolution passed
on 17th May 1993  and   A R T I C L E S  OF
A S S O C I A T I O N   Adopted by Special Resolution passed on 18th September, 1989
and Amended by Special Resolutions
passed on 17th May 1993, 18th May 1994, 24th May 1995, 22nd May 1996, 21st May
1997, 15th July 1999, 11th May 2000, 9th May
2001 and 4th May 2005.  Of   S P I R E N T  P L C  Incorporated 16th July 1949 As Bowthorpe Holdings Limited  1


The
Companies Act 1948 and The
Companies Act 1985  COMPANY
LIMITED BY SHARES  Memorandum
of Association  of  SPIRENT plc  1.The name of
the Company is SPIRENT plc*  2.The Company
is to be a public company.  3.The
Registered Office of the Company will be situated in England.  4.The objects
for which the Company is established are:-  (A)To design,
develop, manufacture, market, assemble, buy, sell, import, export, repair,
convert, let on hire and deal in, communications performance analysis and
service assurance systems, cable management systems and solutions and network
connectivity products, hardware and software solutions and products and
sub-systems for sensing temperature, humidity, pressure and gas, electronic
products and components, electronic and ultrasound equipment, cable care
products and all kinds of insulated cables and wires for transmission of
electrical energy, cable binding, marking and insulating apparatus, tools and
machinery, rubber, synthetic rubber and plastic articles, plastic moulded
products, medical electronic products, electrical products, keyboards and
keytops, electronic controls, power supplies and equipment for the military and
aerospace markets, connectors, terminals and related power products, wiring and
installation products, lighting equipment, telephone and telephone parts,
articles and accessories, lamps and all kinds of electrical, radio and telephone
goods, utensils, accessories, plant and machinery, component parts, materials,
articles and things used or capable of being used for any of the purposes
aforesaid or in connection with any other business in which the Company is
authorised to engage or be interested, and generally to carry on directly or
through any subsidiary or associated company or companies the said businesses
in all their branches or any business or businesses of a character similar or
analogous to the foregoing, and either itself or through the medium of any
subsidiary or associated company or companies to develop, extend and carry on
or finance, assist or take part in the development, extension and carrying on
of any of the aforesaid businesses.  (B)To do all or any of the things aforesaid either
directly or by granting financial assistance whether by way of loan, subsidy,
investment or otherwise to or in any other company, syndicate, firm or person.  (C)To carry on the business of an investment trust
company and in particular to acquire by purchase, exchange, subscription or
otherwise howsoever, and to hold the whole or any part of the share or loan
capital or the assets or undertaking of any company, syndicate, firm or person
for the time being engaged, concerned or interested in any of the businesses or
trades which this Company is authorised to carry on, and to subsidise or assist
in any manner any such company, syndicate, firm, or person and to make and do
or assist in making and doing all such arrangements and things as may be considered
desirable with a view to the extension or the economical or profitable conduct
or development of the business of any such company, syndicate, firm or person
or calculated to promote the success thereof, and generally to exercise the
rights, enjoy the privileges and fulfil the obligations of the holders of share
or loan capital or the assets or undertaking of or in any such company,
syndicate, firm or person.  2


* The Company
was incorporated under the name of BOWTHORPE HOLDINGS LIMITED on 16th July,
1949. The Companys name was changed to BOWTHORPE HOLDINGS PLC on 15th July,
1981, to BOWTHORPE plc on 20th May, 1992 and to SPIRENT plc on 11 May 2000.  (D)To purchase,
acquire, rent, build, construct, equip, execute, carry out, improve, work,
develop, administer, maintain, manage or control works and conveniences of all
kinds, whether for the purposes of the Company or for sale or hire to or in
return for any consideration from any other company or persons, and to
contribute to or assist in the carrying out or establishment, construction,
maintenance, improvement, management, working, control or superintendence
thereof respectively.  (E)To subscribe
for, underwrite, purchase, or otherwise acquire, and to hold, dispose of, and
deal with the shares, stock, securities and evidences of indebtedness or of the
right to participate in profits or assets or other similar documents issued by
any government, authority, corporation or body, or by any company or body of
persons, and any options or rights in respect thereof, and to buy and sell
foreign exchange.  (F)To purchase
or otherwise acquire for any estate or interest any property or assets or any
concessions, licences, grants, patents, trade marks or other exclusive or
non-exclusive rights of any kind which may appear to be necessary or convenient
for any business of the Company, and to develop and turn to account and deal
with the same in such manner as may be thought expedient, and to make
experiments and tests and to carry on all kinds of research work.  (G)To borrow and
raise money and to secure or discharge any debt or obligation of or binding on
the Company in such manner as may be thought fit and in particular by mortgages
and charges upon the undertaking and all or any of the property and assets
(present and future) and the uncalled capital of the Company, or by the
creation and issue on such terms and conditions as may be thought expedient of
debentures, debenture stock or other securities of any description.  (H)To draw, make,
accept, endorse, discount, negotiate, execute, and issue, and to buy, sell and
deal in bills of exchange, promissory notes, and other negotiable or
transferable instruments.  (I)To
amalgamate or enter into partnership or any joint purse or profit-sharing
arrangement with and to co-operate in any way with or assist or subsidise any
company, firm, or person, and to purchase or otherwise acquire and undertake
all or any part of the business, property and liabilities of any person, body
or company carrying on any business which this Company is authorised to carry
on or possessed of any property suitable for the purposes of the Company.  (J)To promote
or concur in the promotion of any company, the promotion of which shall be
considered desirable.  (K)To lend money
to and guarantee the performance of the contracts or obligations of any
company, firm or person, and the payment and repayment of the capital and
principal of, and dividends, interest or premiums payable on, any stock, shares
and securities of any company, whether having objects similar to those of this
Company or not, and to give all kinds of indemnities.  (L)To sell,
lease, grant licences, easements and other rights over, and in any other manner
deal with or dispose of, the undertaking, property, assets, rights and effects
of the Company or any part thereof for such consideration as may be thought
fit, and in particular for stocks, shares or securities of any other company
whether fully or partly paid up.  (M)To procure the
registration or incorporation of the Company in or under the laws of any place
outside England.  (N)To subscribe
or guarantee money for any national, charitable, benevolent, public, general or
useful object or for any exhibition, or for any purpose which may be considered
likely directly or indirectly to further the objects of the Company or the
interests of its members.  (O)To grant
pensions or gratuities to any employees or ex-employees and to officers and
ex-officers (including Directors and ex-Directors) of the Company or its
predecessors in business, or the relations, connections or dependents or any
such persons, and to establish or support associations, institutions, clubs,
funds and trusts which may be considered calculated to benefit any such persons
or otherwise advance the interests of the Company or of its members, and to
establish and contribute to any scheme for the purchase by trustees of shares
in the Company to  3


be held for
the benefit of the Companys employees, and to lend money to the Companys
employees to enable them to purchase shares of the Company and to formulate and
carry into effect any scheme for sharing the profits of the Company with its
employees or any of them.  (P)To do all or
any of the things and matters aforesaid in any part of the world, and either as
principals, agents, contractors, trustees or otherwise, and by or through
trustees, agents or otherwise, and either alone or in conjunction with others.  (Q)To do all such
other things as may be considered to be incidental or conducive to the above
objects or any of them.  (R)To purchase
and maintain insurance for or for the benefit of any persons who are or were at
any time Directors, officers or employees or auditors of the Company, or of any
other company which is its holding company or in which the Company or such
holding company or any of the predecessors of the Company or of such holding
company has any interest whether direct or indirect or which is in any way allied
to or associated with the Company, or of any subsidiary undertaking of the
Company or of any such other company, or who are or were at any time trustees
of any pension fund in which any employees of the Company or of any such other
company or subsidiary undertaking are interested, including (without prejudice
to the generality of the foregoing) insurance against any liability incurred by
such persons in respect of any act or omission in the actual or purported
execution and/or discharge of their duties and/or in the exercise or purported
exercise of their powers and/or otherwise in relation to the Company or any
such other company, subsidiary undertaking or pension fund and to such extent
as may be permitted by law otherwise to indemnify or to exempt any such person
against or from any such liability; for the purpose of this clause holding
company and subsidiary undertaking shall have the same meanings as in the
Companies Act 1985 as amended by the Companies Act 1989.  And it is hereby
declared that the objects of the Company as specified in each of the foregoing
paragraphs of this Clause (except only if and so far as otherwise expressly
provided in any paragraph) shall be separate and distinct objects of the
Company and shall not be in anywise limited by reference to any other paragraph
or the order in which the same occur or the name of the Company. Provided
always that nothing herein contained shall empower the Company to carry on the
business of stock and share brokers or dealers or of life assurance, accident
assurance, fire assurance, employers liability assurance, industrial
assurance, motor assurance or any business of insurance or re-insurance within
the meaning of the Assurance Companies Acts, 1909 to 1946, or any Act amending,
extending or re-enacting the same.  5.The
liability of the members is limited.  6.The share
capital of the Company is £100, divided into one thousand shares of two
shillings each.***  
 *The share
capital of the Company at 21st May, 1997 is £22,500,000 divided into 225,000,000
Ordinary Shares of 10p each. **The share
capital of the Company on 11th May 2000 is £27,500,000 divided into
275,000,000 Ordinary shares of 10p each. The share
capital of the Company on 12th May 2000 was divided into 825,000,000
Ordinary shares of 3 1/3p each The share
capital of the Company on 8 December 2000 was increased to £36,666,667 divided
into 1,100,000,000 Ordinary shares of 3 1/3p each. ***The share capital of the Company on 2 May 2002
was increased to £41,666,667 divided into 1,250,000,000 Ordinary shares of 3 1/3p
each.  4


WE, the several persons
whose names and addresses 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.  Number
  of Sharestaken
  by eachNAMES,
  ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS.
  
  SubscriberGWENDOLINE
  GRESHAM ELLSTON,
  
  OneAustin Friars House,6, Austin Friars,London, E.C.2.Solicitors
  Clerk.EDITH
  SANDERS,
  
  OneAustin Friars House,6, Austin Friars,London, E.C.2.Solicitors
  Clerk.Total Shares
  taken ...
  
  TwoDATED this
  11th day of July, 1949.WITNESS to
  the above Signatures:-H. E. WALKERAustin Friars House,6, Austin Friars,London, E.C.2.Solicitors
  Clerk.  5


The
Companies Act 1948 and The
Companies Act 1985  COMPANY
LIMITED BY SHARES  Articles
of Association  Adopted
by Special Resolution passed on 18th September, 1989 and amended by
Special Resolutions passed on 17th May, 1993, 18th May, 1994, 24th May, 1995,
22nd May, 1996, 21st May 1997, 11th May 2000 and 4th May 2005
of
SPIRENT plc  PRELIMINARY  1.The
regulations in Table A in The Companies (Tables A to F) Regulations 1985 and in
any Table A applicable to the Company under any former enactment relating to
companies shall not apply to the Company.  2.In these
Articles (if not inconsistent with the subject or context) the words and
expressions set out in the first column below shall bear the meanings set
opposite to them respectively:  The Act
  
  The
  Companies Act 1985 (as amended).Approved
  Depositary
  
  Someone
  appointed to hold the Companys shares or rights or interests in any of the
  Companys shares; and to issue securities, documents of title or other
  documents with evidence that the holder of them owns or is entitled to receive
  the shares, rights or interests held by the Approved Depositary. A nominee
  acting for someone appointed to do these things shall also be treated as an
  Approved Depositary. The arrangements for the Approved Depositary to do the
  things described above must be approved by the Directors. Reference in these
  Articles to an Approved Depositary or to shares held by it refer only to an
  Approved Depositary and to its shares held in its capacity as an Approved
  Depositary.The Statutes
  
  The Act, the
  Regulations and every other statute for the time being in force concerning
  companies and affecting the Company.These
  Articles
  
  These
  Articles of Association as from time to time altered.Office
  
  The
  registered office of the Company for the time being.Transfer
  Office
  
  The place
  where the Register of Members is situate for the time being.Seal
  
  The Common
  Seal of the Company.Securities
  Seal
  
  An official
  seal kept by the Company by virtue of Section 40 of the Act.Month
  
  Calendar
  month.Year
  
  Calendar
  year.In writing
  
  Written or
  produced by any substitute for writing or partly one and partly another
  including (but only to the extent that (a) the Directors so resolve, either
  generally or in relation to particular categories of document; and (b) the
  recipient has requested or agreed) electronic communication.Paid
  
  Paid or
  credited as paid.The
  Regulations
  
  The
  Uncertificated Securities Regulations 2001 (S.I.2001/3755).Operator
  
  CRESTCo
  Limited or such other person as may for the time being be approved by HM
  Treasury as Operator under the Regulations.Operator-instruction
  
  A properly
  authenticated dematerialised instruction attributable to the Operator.relevant
  system
  
  A
  computer-based system, and procedures, which enable title to units of a
  security to be evidenced and transferred without a written instrument
  pursuant to the Regulations.participating
  security
  
  A security
  title to units of which is permitted by the Operator to be transferred by
  means of a relevant system.  6


The United
  Kingdom
  
  The United
  Kingdom of Great Britain and Northern Ireland.The London
  Stock Exchange
  
  London Stock
  Exchange plc.The UK
  Listing Authority
  
  The
  Financial Services Authority in its capacity as competent authority under the
  Financial Services and Markets Act 2000.The Official
  List
  
  The Official
  List maintained by the UK Listing Authority.  The
expressions debenture and debenture holder shall respectively include debenture
stock and debenture stockholder.  The expressions recognised clearing house and recognised investment
exchange shall mean any clearing house or investment exchange (as the case may
be) granted recognition under the Financial Services and Markets Act 2000.  The expression officer shall include the Directors, the Secretary and
any other managers, but shall not include any auditor.  The expression Secretary shall include any person appointed by the
Directors to perform any of the duties of the Secretary including, but not
limited to, a joint, assistant or deputy Secretary.  All such of the provisions of these Articles as are applicable to
paid-up shares shall apply to stock, and the words share and shareholder
shall be construed accordingly.  Except where the context requires otherwise, any reference to issued
shares of any class (whether of the Company or of another company) shall not
include any shares of that class held as treasury shares.  Words denoting the singular shall include the plural and vice versa.Words denoting the masculine shall include the
feminine. Words denoting persons shall include corporations.  References to any statute or statutory provision shall be construed as
relating to any statutory modification or re-enactment thereof for the time
being in force.  Subject as aforesaid any words or expressions defined in the Act or the
Regulations shall (if not inconsistent with the subject or context) bear the
same meanings in these Articles.  A Special or Extraordinary Resolution shall be effective for any
purpose for which an Ordinary Resolution is expressed to be required under any
provision of these Articles.  References to a share (or to a holding of shares) being in certificated
or uncertificated form are references, respectively, to that share being a
certificated or an uncertificated unit of a security for the purposes of the
Regulations.  The expressions electronic mail or electronic systems shall include
any electronic transmission in any form through any medium.  The expressions communication
and electronic communication shall have the same respective meanings as in
the Electronic Communications Act 2000, the latter including, without
limitation, email, facsimile, CD Rom, audio tape and telephone transmission and
(in the case of electronic communication by the Company in accordance with
Article 141(A)) publication on a web site.  The expression
address shall include, in relation to electronic communication, any number or
address (including, in the case of any Uncertificated Proxy Instruction
permitted under Article 69, an identification number of a participant in the
relevant system) used for the purpose of such communication.  SHARE
CAPITAL  3.The share
capital of the Company at the date of the adoption of these Articles of
Association is £17,500,000 divided into 175,000,000 Ordinary Shares of 10p
each.**   
 *The Share
capital of the Company at 21st May 1997 is £22,500,000 divided into 225,000,000
Ordinary shares of 10p each. **The share
capital of the Company at 11 May 2000 is £27,500,000 divided into 275,000,000
shares of 10p each. The share
capital of the Company at 12th May 2000 was divided into 825,000,000 Ordinary
shares of 3 1/3p each. The share
capital of the Company at 8 December 2000 was increased to £36,666,667 divided
into 1,100,000,000  Ordinary shares of 3 1/3p
each. ***The share
capital of the Company on 2 May 2002 was increased to £41,666,667 divided into
1,250,000,000 Ordinary shares of 3 1/3p each.  7


VARIATION
OF RIGHTS  4.Whenever
the share capital of the Company is divided into different classes of shares,
the special rights attached to any class may, subject to the provisions of the
Statutes, be varied or abrogated either with the consent in writing of the
holders of three-quarters in nominal value of the issued shares of the class or
with the sanction of an Extraordinary Resolution passed at a separate General
Meeting of the holders of the shares of the class (but not otherwise) and may
be so varied or abrogated either whilst the Company is a going concern or
during or in contemplation of a winding-up. To every such separate General
Meeting all the provisions of these Articles relating to General Meetings of
the Company and to the proceedings thereat shall mutatis
mutandisapply, except that the necessary quorum shall be two
persons at least holding or representing by proxy at least one-third in nominal
value of the issued shares of the class (but so that at any adjourned meeting
any holder of shares of the class present in person or by proxy shall be a
quorum) and that any holder of shares of the class present in person or by
proxy may demand a poll and that every such holder shall on a poll have one
vote for every share of the class held by him. The foregoing provisions of this
Article shall apply to the variation or abrogation of the special rights
attached to some only of the shares of any class as if each group of shares of
the class differently treated formed a separate class the special rights
whereof are to be varied.  5.The special
rights attached to any class of shares having preferential rights shall not
unless otherwise expressly provided by the terms of issue thereof be deemed to
be varied by the creation or issue of further shares ranking as regards
participation in the profits or assets of the Company in some or all respects pari passutherewith but in no respect in priority thereto
or the purchase by the Company of any of its own shares.  ALTERATION
OF SHARE CAPITAL  6.The Company
may from time to time by Ordinary Resolution increase its capital by such sum
to be divided into shares of such amounts as the resolution shall prescribe.
All new shares shall be subject to the provisions of the Statutes and of these
Articles with reference to allotment, payment of calls, lien, transfer,
transmission, forfeiture and otherwise.  7.The Company
may by Ordinary Resolution:- (a)Consolidate
and divide all or any of its share capital into shares of larger amount than
its existing shares; (b)Cancel any
shares which, at the date of the passing of the resolution, have not been
taken, or agreed to be taken, by any person and diminish the amount of its
capital by the amount of the shares so cancelled; (c)Sub-divide its shares, or any of them, into
shares of smaller amount than is fixed by the Memorandum of Association
(subject, nevertheless, to the provisions of the Statutes), and so that the
resolution whereby any share is sub-divided may determine that, as between the holders
of 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.  8.(A)Subject to the
provisions of the Statutes, the Company may purchase any of its own shares (including
any redeemable shares) and either cancel such shares or hold them in treasury.
Every contract for the purchase by the Company of, or under which it may become
entitled or obliged to purchase, its own shares shall, in addition to such
authorisation as may be required by the Statutes, be sanctioned by an
Extraordinary Resolution passed at a separate General Meeting of the holders of
each class of shares in issue convertible into equity share capital of the
Company.  (B)The Company
may not exercise any right in respect of treasury shares held by it, including
any right to attend or vote at meetings, to participate in any offer by the
Company to shareholders or to receive any distribution (including in a winding
up), but without prejudice to its right to sell the treasury shares, to
transfer the treasury shares for the purposes of or pursuant to an employees
share scheme, to receive an allotment of shares as fully paid up bonus shares
in respect of the treasury shares or to receive any amount payable on
redemption of any redeemable treasury shares.  9.The Company
may reduce its share capital or any capital redemption reserve, share premium
account or other undistributable reserve in any manner and with and subject to
any incident authorised and consent required by law.  8


SHARES  10.Without
prejudice to any special rights previously conferred on the holders of any
shares or class of shares for the time being issued, any share in the Company
may be issued with such preferred, deferred or other special rights, or subject
to such restrictions, whether as regards dividend, return of capital, voting or
otherwise, as the Company may from time to time by Ordinary Resolution
determine (or, in the absence of any such determination, as the Directors may
determine) and subject to the provisions of the Statutes the Company may issue
any shares which are, or at the option of the Company or the holder are liable,
to be redeemed.  11.(A)Subject to the
provisions of the Statutes relating to authority, pre-emption rights and
otherwise and of any resolution of the Company in general meeting passed pursuant
thereto, all unissued shares shall be at the disposal of the Directors and they
may allot (with or without conferring a right of renunciation), grant options
over or otherwise dispose of them to such persons, at such times and on such
terms as they think proper.  (B)The Directors
shall be generally and unconditionally authorised pursuant to and in accordance
with Section 80 of the Act to exercise for each prescribed period all the
powers of the Company to allot relevant securities up to an aggregate nominal
amount equal to the Section 80 Amount.  (C)During each
prescribed period the Directors shall be empowered to allot equity securities
wholly for cash pursuant to and within the terms of the said authority and to
sell treasury shares wholly for cash:- (i)in
connection with a rights issue; and (ii)otherwise
than in connection with a rights issue, up to an aggregate nominal amount equal
to the Section 89 Amount; as if Section
89(1) of the Act did not apply to any such allotment or sale.  (D)By such authority
and power the Directors may during such period make offers or agreements which
would or might require the allotment or sale of securities after the expiry of
such period.  (E)For the
purposes of this Article:- (i)rights issuemeans an offer of equity securities open for
acceptance for a period fixed by the Directors to holders of equity securities
on the register on a fixed record date in proportion to their respective
holdings of such securities or in accordance with the rights attached thereto (but
subject to such exclusions or other arrangements as the Directors may deem
necessary or expedient in relation to fractional entitlements or legal or
practical problems under the laws of, or the requirements of any recognised
regulatory body or any stock exchange in, any territory or as a result of
shares being held by an Approved Depositary); (ii)prescribed
periodmeans in the first instance the period from
the date of the adoption of these Articles to the date of Annual General
Meeting in 1990 or 17th August, 1990, whichever is the earlier, and shall
thereafter mean any period (not exceeding 15 months on any occasion) for which
the authority and power conferred by sub-paragraphs (i) and (ii) above are
renewed by a Special Resolution of the Company stating the Section 80 Amount
and Section 89 Amount for such period; (iii)the
Section 80 Amountshall for the first prescribed
period be £1,893,931 and for any other prescribed period shall be that stated
in the relevant Special Resolution or any increased amount fixed by Ordinary
Resolution; (iv)the Section
89 Amountshall for the first prescribed period be
£780,053 and for any other prescribed period shall be that stated in the
relevant Special Resolution; (v)the nominal amount of any securities shall be
taken to be, in the case of rights to subscribe for or to convert any
securities into shares of the Company, the nominal amount of such shares which
may be allotted pursuant to such rights; and (vi)words and
expressions defined in or for the purposes of Part IV of the Act shall bear the
same meanings herein.  12.The Company
may exercise the powers of paying commissions conferred by the Statutes to the
full extent thereby permitted. The Company may also on any issue of shares pay
such brokerage as may be lawful.  13.The Directors
may at any time after the allotment of any share but before any person has been
entered in the Register of Members as the holder:  (a)recognise a
renunciation thereof by the allottee in favour of some other person and may accord
to any allottee of a share a right to effect such renunciation; and/or  9


(b)allow the
rights represented thereby to be one or more participating securities in each
case upon and subject to such terms and conditions as the Directors may think
fit to impose.  14.Except as
required by law, no person shall be recognised by the Company as holding any
share upon any trust, and the Company shall not be bound by or compelled in any
way to recognise any equitable, contingent, future or partial interest in any
share, or any interest in any fractional part of a share, or (except only as by
these Articles or by law otherwise provided) any other right in respect of any
share, except an absolute right to the entirety thereof in the registered
holder.  15.The Directors
may, in the case of shares in certificated form, in their absolute discretion
and without assigning any reason therefor refuse to register any transfer of
shares (not being fully-paid shares) provided that, where any such shares are
admitted to the Official List , such discretion may not be exercised in such a
way as to prevent dealings in the shares of that class from taking place on an
open and proper basis. The Directors may also refuse to register an allotment
or transfer of shares (whether fully-paid or not) in favour of more than four
persons jointly. If the Directors refuse to register an allotment or transfer
they shall within two months after the date on which:-  (i)the letter of allotment or instrument of
transfer was lodged with the Company (in the case of shares held in
certificated form); or (ii)the
Operator-instruction was received by the Company (in the case of shares held in
uncertificated form);  send to the allottee or transferee notice of the refusal.  SHARE
CERTIFICATES  16.Every share
certificate shall be issued under the Seal (or under a Securities Seal or, in
the case of shares on a branch register, an official seal for use in the
relevant territory) and shall specify the number and class of shares to which
it relates and the amount paid up thereon. No certificate shall be issued
representing shares of more than one class. No certificate shall normally be
issued in respect of shares held by a recognised clearing house or a nominee of
a recognised clearing house or of a recognised investment exchange.  17.In the case
of a share held jointly by several persons in certificated form the Company
shall not be bound to issue more than one certificate therefor and delivery of
a certificate to one of the joint holders shall be sufficient delivery to all.  18.Any person
(subject as aforesaid) whose name is entered in the Register of Members in
respect of shares in certificated form of any one class shall upon the issue or
transfer of such shares to him be entitled without payment to a certificate
therefor (in the case of issue) within one month (or such longer period as the
terms of issue shall provide) after allotment or (in the case of a transfer of
fully-paid shares) within five business days after lodgment of a transfer or
(in the case of a transfer of partly-paid shares) within two months after
lodgment of a transfer.  19.Where some
only of the shares comprised in a share certificate are transferred the old
certificate shall be cancelled and, to the extent that the balance is to be
held in certificated form, a new certificate for the balance of such shares
issued in lieu without charge.  20.(A)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.  (B)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 Directors
may, if they think fit, comply with such request.  (C)If a share
certificate shall be damaged or defaced or alleged to have been lost, stolen or
destroyed, a new certificate representing the same shares may be issued to the
holder upon request subject to delivery up of the old certificate or (if
alleged to have been lost, stolen or destroyed) compliance with such conditions
as to evidence and indemnity and the payment of any exceptional out-of-pocket
expenses of the Company in connection with the request as the Directors may
think fit.  (D)In the case of
shares held jointly by several persons any such request may be made by any one
of the joint holders.  10


CALLS
ON SHARES  21.The Directors
may from time to time make calls upon the members in respect of any moneys
unpaid on their shares (whether on account of the nominal value of the shares
or, when permitted, by way of premium) but subject always to the terms of
allotment of such shares. A call shall be deemed to have been made at the time
when the resolution of the Directors authorising the call was passed and may be
made payable by instalments.  22.Each member
shall (subject to receiving at least fourteen days notice specifying the time
or times and place of payment) pay to the Company at the time or times and
place so specified the amount called on his shares. The joint holders of a
share shall be jointly and severally liable to pay all calls in respect
thereof. A call may be revoked or postponed as the Directors may determine.  23.If a sum
called in respect of a share is not paid before or on the day appointed for
payment thereof, the person from whom the sum is due shall pay interest on the
sum from the day appointed for payment thereof to the time of actual payment at
such rate (not exceeding 17 per cent. per annum) as the Directors determine but
the Directors shall be at liberty in any case or cases to waive payment of such
interest wholly or in part.  24.Any sum
(whether on account of the nominal value of the share or by way of premium)
which by the terms of allotment of a share becomes payable upon allotment or at
any fixed date shall for all the purposes of these Articles be deemed to be a
call duly made and payable on the date on which by the terms of allotment the
same becomes payable. In case of non-payment all the relevant provisions of
these Articles as to payment of interest and expenses, forfeiture or otherwise
shall apply as if such sum had become payable by virtue of a call duly made and
notified.  25.The Directors
may on the allotment of shares differentiate between the holders as to the
amount of calls to be paid and the times of payment.  26.The Directors
may if they think fit receive from any member willing to advance the same all
or any part of the moneys (whether on account of the nominal value of the
shares or by way of premium) uncalled and unpaid upon the shares held by him
and such payment in advance of calls shall extinguish pro tantothe
liability upon the shares in respect of which it is made and upon the money so
received (until and to the extent that the same would but for such advance
become payable) the Company may pay interest at such rate (not exceeding 17 per
cent. per annum) as the member paying such sum and the Directors may agree.  FORFEITURE
AND LIEN  27.If a member
fails to pay in full any call or instalment of a call on or before the due date
for payment thereof, the Directors may at any time thereafter serve a notice on
him or on the person entitled to the share by transmission as the case may be
requiring payment of so much of the call or instalment as is unpaid together
with any interest which may have accrued thereon and any expenses incurred by
the Company by reason of such non-payment.  28.The notice
shall name a further day (not being less than seven days from the date of
service of the notice) on or before which and the place where the payment
required by the notice is to be made, and shall state that in the event of
non-payment in accordance therewith the shares on which the call has been made
will be liable to be forfeited.  29.If the
requirements of any such notice as aforesaid are not complied with, any share
in respect of which such notice has been given may at any time thereafter,
before payment of all calls and interest and expenses due in respect thereof
has been made, be forfeited by a resolution of the Directors to that effect.
Such forfeiture shall include all dividends declared in respect of the
forfeited share and not actually paid before forfeiture. The Directors may
accept a surrender of any share liable to be forfeited hereunder.  30.A share so
forfeited or surrendered shall become the property of the Company and may be
sold, re-allotted or otherwise disposed of either to the person who was before
such forfeiture or surrender the holder thereof or entitled thereto or to any
other person upon such terms and in such manner as the Directors shall think
fit and at any time before a sale, re-allotment or disposal the forfeiture or
surrender may be cancelled on such terms as the Directors think fit. The
Directors may, if necessary, authorise some person to transfer a forfeited or
surrendered share to any such other person as aforesaid.  11


31.A member
whose shares have been forfeited or surrendered shall cease to be a member in
respect of the shares (and shall, in the case of shares held in certificated
form, surrender to the Company for cancellation the certificate for such
shares) but shall notwithstanding the forfeiture or surrender remain liable to
pay to the Company all moneys which at the date of forfeiture or surrender were
presently payable by him to the Company in respect of the shares with interest
thereon at 17 per cent. per annum (or such lower rate as the Directors may
determine) from the date of forfeiture or surrender until payment and the
Directors may at their absolute discretion enforce payment without any
allowance for the value of the shares at the time of forfeiture or surrender or
for any consideration received on their disposal or waive payment in whole or
in part.  32.The Company
shall have a first and paramount lien on every share (not being a fully-paid
share) for all moneys (whether presently payable or not) called or payable at a
fixed time in respect of such share and the Directors may waive any lien which
has arisen and may resolve that any share shall for some limited period be exempt
wholly or partially from the provisions of this Article.  33.The Company
may sell in such manner as the Directors think fit any share on which the
Company has a lien, but no sale shall be made unless some sum in respect of
which the lien exists is presently payable nor until the expiration of fourteen
days after a notice in writing stating and demanding payment of the sum
presently payable and giving notice of intention to sell in default shall have
been given to the holder for the time being of the share or the person entitled
thereto by reason of his death or bankruptcy or otherwise by operation of law.  34.The net
proceeds of such sale after payment of the costs of such sale shall be applied
in or towards payment or satisfaction of the amount in respect whereof the lien
exists so far as the same is then payable and any residue shall, upon
surrender, in the case of shares held in certificated form, to the Company for
cancellation of the certificate for the shares sold and subject to a like lien
for sums not presently payable as existed upon the shares prior to the sale, be
paid to the person entitled to the shares at the time of the sale. For the
purpose of giving effect to any such sale the Directors may authorise some
person to transfer the shares sold to, or in accordance with the directions of,
the purchaser.  35.A statutory
declaration in writing that the declarant is a Director or the Secretary of the
Company and that a share has been duly forfeited or surrendered or sold to
satisfy a lien of the Company on a date stated in the declaration shall be
conclusive evidence of the facts therein stated as against all persons claiming
to be entitled to the share. Such declaration shall (subject to the relevant
share transfer being made if the same be required) constitute a good title to
the share and the person to whom the share is sold, re-allotted or disposed of
shall not be bound to see to the application of the consideration (if any) nor
shall his title to the share be affected by any irregularity or invalidity in
the proceedings relating to the forfeiture, surrender, sale, re-allotment or
disposal of the share.  TRANSFER
OF SHARES  36.(A)All transfers
of shares which are in certificated form may be effected by transfer in writing
in any usual or common form or in any other form acceptable to the Directors
and may be under hand only. The instrument of transfer shall be signed by or on
behalf of the transferor and (except in the case of fully-paid shares) by or on
behalf of the transferee. The transferor shall remain the holder of the shares
concerned until the name of the transferee is entered in the Register of
Members in respect thereof.  (B)All transfers
of shares which are in uncertificated form may be effected by means of a
relevant system.  37.The
registration of transfers may be suspended at such times and for such periods
as the Directors may from time to time determine and either generally or in
respect of any class of shares, except that, in respect of any shares which are
participating securities, the Register of Members shall not be closed without
the consent of the Operator. The Register of Members shall not be closed for
more than thirty days in any year.  38.The Directors
may decline to recognise any instrument of transfer relating to shares in
certificated form unless the instrument of transfer is in respect of only one
class of share and is lodged, duly stamped if required, at the Transfer Office
accompanied by the relevant share certificate(s) and such other evidence as the
Directors may reasonably require to show the right of the transferor to make
the transfer (and, if the instrument of transfer is executed by some other
person on his behalf, the authority of that person so to do). In the case of a
transfer of shares in certificated form by a recognised clearing  12


house
or a nominee of a recognised clearing house or of a recognised investment
exchange the lodgment of share certificates will only be necessary if and to
the extent that certificates have been issued in respect of the shares in
question.  39.All
instruments of transfer which are registered may be retained by the Company.  40.No fee will
be charged by the Company in respect of the registration of any transfer or
other document relating to or affecting the title to any shares or otherwise
for making any entry in the Register of Members affecting the title to any
shares.  41.Subject to
compliance with the rules (as defined in the Regulations) applicable to shares
of the Company in uncertificated form, the Company shall be entitled to destroy
all instruments of transfer or other documents which have been registered or on
the basis of which registration was made at any time after the expiration of
six years from the date of registration thereof and all dividend mandates and
notifications of change of address at any time after the expiration of two
years from the date of recording thereof and all share certificates which have
been cancelled at any time after the expiration of one year from the date of
the cancellation thereof and it shall conclusively be presumed in favour of the
Company that every entry in the register purporting to have been made on the
basis of an instrument of transfer or other document so destroyed was duly and
properly made and every instrument of transfer so destroyed was a valid and
effective instrument duly and properly registered and every share certificate
so destroyed was a valid and effective certificate duly and properly cancelled
and every other document hereinbefore mentioned so destroyed was a valid and
effective document in accordance with the recorded particulars thereof in the
books or records of the Company. Provided always that:-  (a)The
provisions aforesaid shall apply only to the destruction of a document in good
faith and without notice of any claim (regardless of the parties thereto) to
which the document might be relevant;  (b)Nothing
herein contained shall be construed as imposing upon the Company any liability
in respect of the destruction of any such document earlier than as aforesaid or
in any other circumstances which would not attach to the Company in the absence
of this Article;  (c)Any document
referred to above may, subject to the Statutes, be destroyed before the end of
the relevant period provided that a copy of such document (whether made
electronically, by microfilm, by digital imaging or by other means) has been
made and is retained until the end of the relevant period; and  (d)References
herein to the destruction of any document include references to the disposal
thereof in any manner.  TRANSMISSION
OF SHARES  42.In case of
the death of a shareholder, the survivors or survivor where the deceased was a
joint holder, and the executors or administrators of the deceased where he was
a sole or only surviving holder, shall be the only persons recognised by the
Company as having any title to his interest in the shares, but nothing in this
Article shall release the estate of a deceased holder (whether sole or joint)
from any liability in respect of any share held by him.  43.Any person
becoming entitled to a share in consequence of the death or bankruptcy of a
member or otherwise by operation of law may (subject as hereinafter provided)
upon supplying to the Company such evidence as the Directors may reasonably
require to show his title to the share either be registered himself as holder
of the share upon giving to the Company notice in writing of such his desire or
transfer such share to some other person. All the limitations, restrictions and
provisions of these Articles relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such notice or
transfer as aforesaid as if the notice or transfer were a transfer made by the
said member.  44.Save as
otherwise provided by or in accordance with these Articles, a person becoming
entitled to a share in consequence of the death or bankruptcy of a member or
otherwise by operation of law (upon supplying to the Company such evidence as
the Directors may reasonably require to show his title to the share) shall be
entitled to the same dividends and other advantages as those to which he would
be entitled if he were the registered holder of the share except that he shall
not be entitled in respect thereof (except with the authority of the Directors)
to exercise any right conferred by membership in relation to meetings of the
Company until he shall have been registered as a member in respect of the
share.  13


UNTRACED
SHAREHOLDERS  45.(A)The Company
shall be entitled to sell at the best price reasonably obtainable at the time
of sale the shares of a member or the shares to which a person is entitled by
virtue of transmission on death or bankruptcy or otherwise by operation of law
if and provided that:-  (i)during the
period of twelve years prior to the date of the publication of the
advertisements referred to in paragraph (ii) below (or, if published on
different dates, the first thereof) no communication has been received by the
Company from the member or the person entitled by transmission and no cheque or
warrant sent by the Company through the post in a pre-paid letter addressed to
the member or to the person entitled by transmission to the shares at his
address on the Register of Members or other the last known address given by the
member or the person entitled by transmission to which cheques and warrants are
to be sent has been cashed and at least three dividends in respect of the
shares in question have become payable and no dividend in respect of those
shares has been claimed; and (ii)the Company
shall on expiry of the said period of twelve years have inserted advertisements
in both a national daily newspaper and in a newspaper circulating in the area
in which the address referred to in paragraph (i) is located giving notice of
its intention to sell the said shares; and (iii)during the
said period of twelve years and the period of three months following the
publication of the said advertisements the Company shall have received no
communication from such member or person.  (B)To give
effect to any such sale the Company may appoint any person to transfer as
transferor, the said shares and such transfer shall be as effective as if it
had been carried out by the registered holder of or person entitled by
transmission to such shares and the title of the transferee shall not be
affected by any irregularity or invalidity in the proceedings relating thereto.
The net proceeds of sale shall belong to the Company which shall be obliged to
account to the former member or other person previously entitled as aforesaid
for an amount equal to such proceeds and shall enter the name of such former
member or other person in the books of the Company as a creditor for such
amount which shall be a permanent debt of the Company. No trust shall be
created in respect of the debt, no interest shall be payable in respect of the
same and the Company shall not be required to account for any money earned on
the net proceeds, which may be employed in the business of the Company or
invested in such investments (other than shares of the Company or its holding
company if any) as the Directors may from time to time think fit.  GENERAL
MEETINGS  46.An Annual
General Meeting shall be held once in every year, at such time (within a period
of not more than fifteen months after the holding of the last preceding Annual
General Meeting) and place as may be determined by the Directors. All other
General Meetings shall be called Extraordinary General Meetings.  47.The Directors
may whenever they think fit, and shall on requisition in accordance with the
Statutes, proceed with proper expedition to convene an Extraordinary General
Meeting.  NOTICE
OF GENERAL MEETINGS  48.An Annual
General Meeting and any Extraordinary General Meeting at which it is proposed
to pass a Special Resolution or (save as provided by the Statutes) a resolution
of which special notice has been given to the Company, shall be called by
twenty-one days notice in writing at the least and any other Extraordinary
General Meeting by fourteen days notice in writing at the least. The period of
notice shall in each case be exclusive of the day on which it is served or
deemed to be served and of the day on which the meeting is to be held and shall
be given in manner hereinafter mentioned to all members other than such as are
not under the provisions of these Articles entitled to receive such notices
from the Company: Provided that the Company may determine that only those
persons entered on the Register of Members at the close of business on a day
determined by the Company, such day being no more than 21 days before the day
that notice of the meeting is sent, shall be entitled to receive such a notice
and subject to paragraph 49 below.  49.A General
Meeting notwithstanding that it has been called by a shorter notice than that
specified in paragraph 48 above shall be deemed to have been duly called if it
is so agreed:-  14


(a)in the case
of an Annual General Meeting by all the members entitled to attend and vote
thereat; and (b)in the case
of an Extraordinary General Meeting by a majority in number of the members
having a right to attend and vote thereat, being a majority together holding
not less than ninety-five per cent. in nominal value of the shares giving that
right.  50.(A)Every notice
calling a General Meeting shall specify the place and the day and hour of the
meeting, and there shall appear with reasonable prominence in every such notice
a statement that a member entitled to attend and vote is entitled to appoint a
proxy or proxies to attend and, on a poll, vote instead of him and that a proxy
need not be a member of the Company.  (B)In the case
of an Annual General Meeting, the notice shall also specify the meeting as
such.  (C)In the case
of any General Meeting, the notice shall specify the general nature of the
business to be transacted thereat; and if any resolution is to be proposed as
an Extraordinary Resolution or as a Special Resolution, the notice shall
contain a statement to that effect.  (D)For the
purposes of determining which persons are entitled to attend or vote at a
meeting and how many votes such person may cast, the Company may specify in the
notice of the meeting a time, not more than 48 hours before the time fixed for
the meeting, by which a person must be entered on the Register of Members in
order to have the right to attend or vote at the meeting.  PROCEEDINGS
AT GENERAL MEETINGS  51.The Chairman
of the Directors, failing whom a Deputy Chairman, shall preside as chairman at
a General Meeting. If there be no such Chairman or Deputy Chairman, or if at
any meeting neither be present within five minutes after the time appointed for
holding the meeting and willing to act, the Directors present shall choose one
of their number (or, if no Director be present or if all the Directors present
decline to take the chair, the members present shall choose one of their
number) to be chairman of the meeting.  52.No business
other than the appointment of a chairman shall be transacted at any General
Meeting unless a quorum is present at the time when the meeting proceeds to
business. Three members present in person or by proxy and entitled to vote
shall be a quorum for all purposes.  53.If within
five minutes from the time appointed for a General Meeting (or such longer
interval as the chairman of the meeting may think fit to allow) a quorum is not
present, the meeting, if convened on the requisition of members, shall be dissolved.
In any case it shall stand adjourned to such other day and such time and place
as may have been specified for the purpose in the notice convening the meeting
or (if not so specified) as the chairman of the meeting may determine and in
the latter case not less than seven days notice of the adjourned meeting shall
be given in like manner as in the case of the original meeting. At the
adjourned meeting two members present in person or by proxy and entitled to
vote shall be a quorum for all purposes.  54.(A)The Chairman
of the meeting may, with the consent of any General Meeting at which a quorum
is present (and shall if so directed by the meeting), adjourn the meeting from
time to time or sine die and from place to place.
In addition, the Chairman may at any time without the consent of the meeting
adjourn the meeting to another time or place or sine die
if it appears to the Chairman that:-  (i)the number
of persons present or wishing to attend cannot be conveniently accommodated in
the place(s) appointed for the meeting; or (ii)the conduct
of any persons attending the meeting prevents or is likely to prevent the
orderly conduct of the business of the meeting ; or (iii)without an
adjournment, the security or safety of those attending the General Meeting
would or may be at risk; or (iv)an adjournment
is otherwise necessary so that the business of the meeting may be properly
conducted.  No business
shall be transacted at any adjourned meeting except business which might
lawfully have been transacted at the meeting from which the adjournment took
place. Where a meeting is adjourned sine die, the
time and place for the adjourned meeting shall be fixed by the directors.  (B)When a
meeting is adjourned for thirty days or more, or sine die,
not less than seven days notice of the adjourned meeting shall be given in the
like manner as in the case of the original meeting.  15


Save as
aforesaid it shall not be necessary to give any notice of an adjournment or of
the business to be transacted at any adjourned meeting.  55.(A)In the case of
a resolution duly proposed as a Special or Extraordinary Resolution, no
amendment to such resolution (other than any clerical amendment to correct a
patent error) may be considered or voted upon.  (B)In the case
of a resolution duly proposed as an Ordinary Resolution, no amendment or
proposed amendment shall be put to or voted upon by the members at any General
Meeting or adjourned meeting unless at least forty eight hours before the time
fixed for the General Meeting (or adjourned General Meeting) notice in writing
of the terms of the amendment or proposed amendment and of the intention of the
proposer to attend and propose it has been lodged at the Office.
Notwithstanding that no such written notice shall have been given, the
Chairman, in his absolute discretion, may accept or propose at any General
Meeting or adjourned General Meeting amendments of a minor or formal nature or
to correct a manifest error or which he may in his discretion consider fit for
consideration at the meeting.  56.If an
amendment shall be proposed to any resolution under consideration but shall in
good faith be ruled out of order by the chairman of the meeting the proceedings
on the substantive resolution shall not be invalidated by any error in such
ruling. In the case of a resolution duly proposed as a Special or Extraordinary
Resolution no amendment thereto (other than a mere clerical amendment to
correct a patent error) may in any event be considered or voted upon.  57.At any
General Meeting a resolution put to the vote of the meeting shall be decided on
a show of hands unless a poll is (before a resolution is put to the vote on a
show of hands or on the declaration of the result of the show of hands)
demanded by:-  (a)the chairman
of the meeting; or (b)not less than
three members present in person or by proxy and entitled to vote; or (c)a member or
members present in person or by proxy and representing not less than one-tenth
of the total voting rights of all the members having the right to vote at the
meeting; or (d)a member or members present in person or by
proxy and holding shares in the Company conferring a right to vote at the
meeting being shares on which an aggregate sum has been paid up equal to not
less than one-tenth of the total sum paid up on all the shares conferring that
right.  58.A demand for
a poll may be withdrawn only with the approval of the meeting. Unless a poll is
demanded a declaration by the chairman of the meeting that a resolution has
been carried, or carried unanimously, or by a particular majority, or lost, and
an entry to that effect in the minute book, shall be conclusive evidence of
that fact without proof of the number or proportion of the votes recorded for
or against such resolution. If a poll is demanded, it shall be taken in such
manner (including the use of ballot, electronic voting or voting papers or
tickets) as the chairman of the meeting may direct, and the result of the poll
shall be deemed to be the resolution of the meeting at which the poll was
demanded. The chairman of the meeting may (and if so directed by the meeting
shall) appoint scrutineers and may adjourn the meeting to some place and time
fixed by him for the purpose of declaring the result of the poll. On a poll
votes may be given either personally or by proxy and a person entitled to more
than one vote need not use all his votes or cast all the votes he uses in the
same way.  59.In the case
of an equality of votes, whether on a show of hands or on a poll, the chairman
of the meeting at which the show of hands takes place or at which the poll is
demanded shall be entitled to a casting vote.  60.A poll
demanded on the choice of a chairman or on a question of adjournment shall be
taken forthwith. A poll demanded on any other question shall be taken either
immediately or at such subsequent time (not being more than thirty days from
the date of the meeting) and place as the chairman may direct. No notice need
be given of a poll not taken immediately. The demand for a poll shall not
prevent the continuance of the meeting for the transaction of any business
other than the question on which the poll has been demanded.  VOTES
OF MEMBERS  61.Subject to
Article 49 (D) and to any special rights or restrictions as to voting attached
by or in accordance with these Articles to any class of shares, on a show of
hands every member who is present in person shall have one vote and on a poll
every member who is present in person or by proxy shall have one vote for every
share of which he is the holder.  16


62.In the case
of joint holders of a share the vote of the senior who tenders a vote, whether
in person or by proxy, shall be accepted to the exclusion of the votes of the
other joint holders and for this purpose seniority shall be determined by the
order in which the names stand in the Register of Members in respect of the
share.  63.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 Directors may in their absolute
discretion, upon or subject to production of such evidence of the appointment
as the Directors may require, permit such receiver or other person on behalf of
such member to vote in person or by proxy at any General Meeting or to exercise
any other right conferred by membership in relation to meetings of the Company.  64.(A)No member
shall, unless the Directors otherwise determine, be entitled in respect of
shares held by him to vote either personally or by proxy at a General Meeting
or a meeting of the holders of any class of shares of the Company or to
exercise any other right conferred by membership in relation to General
Meetings of the Company or meetings of the holders of any class of shares of
the Company if any call or other sum presently payable by him to the Company in
respect of such shares remains unpaid.  (B)If any
member, or any other person appearing to be interested in shares held by such
member, has been duly served with a notice under Section 212 of the Act and is
in default for the prescribed period in supplying to the Company the
information thereby required, then the Directors may in their absolute
discretion at any time thereafter by notice (a direction notice) to such
member direct that in respect of the shares in relation to which the default
occurred (the default shares which expression shall include any further
shares which are issued in respect of such shares) and any other shares held by
the member, the member shall not (for so long as the default continues), nor
shall any transferee to whom any such shares are transferred (other than
pursuant to paragraph 64(c)(ii) below) be entitled to vote either personally or
by proxy at a General Meeting of the Company or at a meeting of the holders of
any class of shares of the Company or to exercise any other right conferred by
membership in relation to a General Meeting of the Company or a meeting of the
holders of any class of shares of the Company.  (C)Where the default shares represent at least 0.25
per cent. of the issued shares of that class, then the direction notice may
additionally direct:-  (i)that any
dividend (or any part thereof) or other money which would otherwise be payable
in respect of the default shares shall be retained by the Company without any
liability to pay interest thereon when such money is finally paid to the
member; and/or (ii)that no
transfer of any of the shares held by such member shall be registered unless
the transfer is an approved transfer or:-  (a)the member is
not himself in default as regards supplying the information required; and (b)the transfer
is of part only of the members holding and when presented for registration is
accompanied by a certificate by the member in a form satisfactory to the
Directors to the effect that after due and careful enquiry the member is satisfied
that none of the shares the subject of the transfer are default shares,
provided that, in the case of shares in uncertificated form, the Directors may
only exercise their discretion not to register a transfer if permitted to do so
by the Regulations.  Any direction
notice may treat shares of a member in certificated form and uncertificated
form as separate holdings and either apply only to the former or to the latter
or make different provision for the former or the latter.  (D)The Company
shall send to each other person appearing to be interested in the shares the
subject of any direction notice a copy of the notice, but the failure or
omission by the Company to do so shall not invalidate such notice.  (E)(i)Save as
herein provided, any direction notice shall have effect in accordance with its
terms for so long as the default in respect of which the direction notice was
issued continues and for a period of 7 days thereafter provided that the
Directors may at the request of the member concerned reduce or waive such 7 day
period if they think fit.  17


(ii)Any direction
notice shall cease to have effect in relation to any shares which are
transferred by such member by means of an approved transfer.  (F)for the
purposes of this Article:-  (i)a person
shall be treated as appearing to be interested in any shares if the member
holding such shares has given to the Company a notification under the said
Section 212 which either (a) names such person as being so interested or (b)
fails to establish the identities of those interested in the shares and (after
taking into account the said notification and any other relevant Section 212
notification) the Company knows or has reasonable cause to believe that the person
in question is or may be interested in the shares; (ii)the
prescribed period is 28 days from the date of service of the notice under the
said Section 212 except that if the default shares represent at least 0.25 per
cent. of the issued shares of that class, the prescribed period is 14 days from
such date; and (iii)a transfer of
shares is an approved transfer if but only if:-  (a)it is a
transfer of shares to an offeror by way or in pursuance of acceptance of a
take-over offer for a company (as defined in Section 428 of the Act ); or (b)the Directors
are satisfied that the transfer is made pursuant to a sale of the whole of the
beneficial ownership of the shares to a party unconnected with the member and
with other persons appearing to be interested in such shares; or (c)the transfer results from a sale made through a
recognised investment exchange or any other stock exchange outside the United
Kingdom on which the Companys shares are normally traded. (G)Where a person appearing to be interested in
shares has been served with a direction notice and the shares in which he
appears to be interested are held by an Approved Depositary, this Article shall
be treated as applying only to the shares in which are held by the Approved
Depositary in which that person appears to be interested and not (so far as
that persons apparent interest is concerned) to any other shares held by the
Approved Depositary.  (H)Where the member on which a direction notice is
served is an Approved Depositary, the obligations of the Approved Depositary as
a member will be limited to disclosing to the Company any information relating
to any person who appears to be interested in the shares held by it which has
been recorded by it in accordance with the arrangement under which it was
appointed as an Approved Depositary.  65.No objection
shall be raised as to the admissibility of any vote except at the meeting or
adjourned meeting at which the vote objected to is or may be given or tendered
and every vote not disallowed at such meeting shall be valid for all purposes.
Any such objection shall be referred to the chairman of the meeting whose
decision shall be final and conclusive.  66.On a poll
votes may be given either personally or by proxy and a person entitled to more
than one vote need not use all his votes or cast all the votes he uses in the
same way. Unless his appointment provides otherwise, a proxy may vote or
abstain at his discretion on any matter coming before the meeting on which
proxies are entitled to vote.  67.A proxy need
not be a member of the Company.  68.An instrument
appointing a proxy shall be in writing in any usual or common form or in any
other form which the Directors may approve and:-  (a)in the case
of an individual shall be signed by the appointor or his attorney or comply
with Article 140; and (b)in the case
of a corporation shall be either given under its common seal or signed on its
behalf by an attorney or a duly authorised officer of the corporation or comply
with Article 140.  The
signature on such instrument need not be witnessed. Where an instrument
appointing a proxy is signed on behalf of the appointor by an attorney, the
letter or power of attorney or a duly certified copy thereof must (failing
previous registration with the Company) be lodged with the instrument of proxy
pursuant to the next following Article, failing which the instrument may be
treated as invalid.  In addition,
the Directors may determine that a proxy may be appointed by telephone, fax or
electronic mail, subject to such terms and conditions relating thereto as they
may impose and to the Statutes.  18


69.(A)The
appointment of a proxy must be received at such address or one of such
addresses (if any) as may be specified for that purpose in or by way of note to
or in any document accompanying the notice convening the meeting (or, if no
address is so specified, at the Transfer Office) not less than forty-eight
hours before the time appointed for the holding of the meeting or adjourned meeting
or (in the case of a poll taken otherwise than at or on the same day as the
meeting or adjourned meeting) for the taking of the poll at which it is to be
used, and in default shall not be treated as valid.  The appointment shall, unless the contrary is
stated thereon, be valid as well for any adjournment of the meeting as for the
meeting to which it relates.  (B)Without limit
to the foregoing paragraph (A), in relation to any shares in uncertificated
form the Directors may permit a proxy to be appointed by means of an electronic
communication in the form of an Uncertificated Proxy Instruction (that is, a
properly authenticated dematerialised instruction, and/or other instruction or
notification, sent by means of a relevant system to such participant in that
system acting on behalf of the Company as the Directors may prescribe, in such
form and subject to such terms and conditions as may from time to time be
prescribed by the Directors (subject always to the facilities and requirements
of the relevant system)); and may permit any supplement to, or amendment or
revocation of, any such Uncertificated Proxy Instruction to be made by a
further Uncertificated Proxy Instruction. The Directors may in addition
prescribe the method of determining the time at which any such instruction or
notification is to be treated as received by the Company. The Directors may
treat any such instruction or notification purporting or expressed to be sent
on behalf of a holder of a share as sufficient evidence of the authority of the
person sending the instruction or notification to send it on behalf of that
holder.  70.A proxy shall
have the right to demand or join in demanding a poll but shall not confer any
further right to speak at the meeting except with the permission of the
chairman of the meeting.  71.A vote cast
by proxy or demand for a poll made by proxy shall not be invalidated by the
previous death or insanity of the member or by the revocation of the
appointment of the proxy or of the authority under which the appointment was
made provided that no notice in writing of such death, insanity or revocation
shall have been received by the Company at the address or one of the addresses
specified under Article 69 (subject to the conditions attached to the use of a
particular address imposed under that Article) or, if no address was specified,
at the Transfer Office at least one hour before the commencement of the meeting
or adjourned meeting or (in the case of a poll taken otherwise than at or on
the same day as the meeting or adjourned meeting) the time appointed for the
taking of the poll at which the vote is cast.  CORPORATIONS
ACTING BY REPRESENTATIVES  72.Any
corporation including without limitation an Approved Depositary, which is a
member of the Company may by resolution of its directors or other governing
body authorise such person as it thinks fit to act as its representative at any
meeting of the Company or of any class of members of the Company. The person so
authorised shall (only in respect of the shares to which his authority relates)
be entitled to exercise the same powers on behalf of such corporation as the
corporation could exercise if it were an individual member of the Company and
such corporation shall for the purposes of these Articles be deemed to be
present in person at any such meeting if a person so authorised is present
thereat.  DIRECTORS  73.Subject as
hereinafter provided the Directors shall not be less than two nor more than
fifteen in number. The Company may by Ordinary Resolution from time to time
vary the minimum number and/or maximum number of Directors.  74.A Director
shall not be required to hold any shares of the Company by way of
qualification. A Director who is not a member of the Company shall nevertheless
be entitled to attend and speak at General Meetings.  75.The ordinary
remuneration of the Directors shall be determined by the Directors except that
such remuneration shall not exceed £500,000 per annum in aggregate or such
higher amount as may from time to time be determined by Ordinary Resolution of
the Company and shall (unless such resolution otherwise provides) be divisible
among the Directors as they may agree, or, failing agreement, equally, except
that any Director who shall hold office for part only of the period in respect
of which such remuneration is payable shall be entitled only to rank in such
division for a proportion of remuneration related to the period during which he
has held office.  19


76.Any Director
who holds any executive office (including for this purpose the office of
Chairman or Deputy Chairman whether or not such office is held in an executive
capacity), or who serves on any committee of the Directors, or who otherwise
performs services which in the opinion of the Directors are outside the scope
of the ordinary duties of a Director, may be paid such extra remuneration by
way of salary, commission or otherwise as the Directors may determine.  77.The Directors
may repay to any Director all such reasonable expenses as he may incur in
attending and returning from meetings of the Directors or of any committee of
the Directors or General Meetings or otherwise in connection with the business
of the Company.  78.The Directors
shall have power to pay and agree to pay gratuities, pensions or other
retirement, superannuation, death or disability benefits to (or to any person
in respect of) any Director or ex-Director and for the purpose of providing any
such gratuities, pensions or other benefits to contribute to any scheme or fund
or to pay premiums.  79.Subject to
the provisions of the Statutes and provided that he has disclosed to the
Directors the nature and extent of any interest of his, a Director may be party
to or in any way interested in any contract or arrangement or transaction to
which the Company is a party or in which the Company is in any way interested
and he may hold and be remunerated in respect of any office or place of profit
(other than the office of Auditor of the Company or any subsidiary thereof)
under the Company or any other company in which the Company is in any way
interested and he (or any firm of which he is a member) may act in a
professional capacity for the Company or any such other company and be
remunerated therefor and in any such case as aforesaid (save as otherwise
agreed by him) he may retain for his own absolute use and benefit all profits
and advantages accruing to him thereunder or in consequence thereof.  80.(A)The Directors
may from time to time appoint one or more of their body to be the holder of any
executive office (including, where considered appropriate, the office of
Chairman or Deputy Chairman) on such terms and for such period as they may
(subject to the provisions of the Statutes) determine and, without prejudice to
the terms of any contract entered into in any particular case, may at any time
revoke or vary the terms of any such appointment.  (B)The
appointment of any Director to the office of Chairman or Deputy Chairman or
Chief Executive or Managing or Joint Managing or Deputy or Assistant Managing
Director shall automatically determine if he ceases to be a Director but
without prejudice to any claim for damages for breach of any contract of
service between him and the Company.  (C)The
appointment of any Director to any other executive office shall not
automatically determine if he ceases from any cause to be a Director, unless
the contract or resolution under which he holds office shall expressly state
otherwise, in which event such determination shall be without prejudice to any
claim for damages for breach of any contract of service between him and the
Company.  81.The Directors
may entrust to and confer upon any Director holding any executive office any of
the powers exercisable by them as Directors upon such terms and conditions and
with such restrictions as they think fit, and either collaterally with or to
the exclusion of their own powers, and may from time to time revoke, withdraw,
alter or vary all or any of such powers.  APPOINTMENT
AND RETIREMENT OF DIRECTORS  82.Any provision
of the Statutes which, subject to the provisions of these Articles, would have
the effect of rendering any person ineligible for appointment or election as a
Director or liable to vacate office as a Director on account of his having
reached any specified age, or of requiring special notice or any other special
formality in connection with the appointment or election of any Director over a
specified age, shall not apply to the Company.  83.The office of
a Director shall be vacated in any of the following events, namely:-  (a)If he shall
become prohibited by law from acting as a Director; (b)If he shall
resign by writing under his hand left at the Office or if he shall in writing
offer to resign and the Directors shall resolve to accept such offer; (c)If he shall
have a bankruptcy order made against him or shall compound with his creditors
generally or shall apply to the court for an interim order under Section 253 of
the Insolvency Act 1986 in connection with a voluntary arrangement under that
Act;  20


(d)If in England
or elsewhere an order shall be made by any court claiming jurisdiction in that
behalf on the ground (however formulated) of mental disorder for his detention
or for the appointment of a guardian or for the appointment of a receiver or
other person (by whatever name called) to exercise powers with respect to his
property or affairs; (e)If he shall
be absent from meetings of the Directors for six months without leave and the
Directors shall resolve that his office be vacated; or (f)If he shall
be removed from office by notice in writing served upon him signed by three
quarters of all his co-directors (or, if this number is not a whole number, the
nearest whole number when rounded up), but so that if he holds an appointment
to an executive office which thereby automatically determines such removal
shall be deemed an act of the Company and shall have effect without prejudice
to any claim for damages for breach of any contract for service between him and
the Company.  84.(A)Each non-executive Director who has served the
Company for more than nine years shall retire at every Annual General Meeting
but, unless he falls within paragraph 85 below, he shall be eligible for re-election.  (B)Each executive Director and each non-executive
Director who has served the Company for less than nine years shall retire at
the Annual General Meeting held in the third calendar year following the year
in which he was elected or last re-elected but, unless he falls within
paragraph 85 below, he shall be eligible for re-election.  85.A Director,
whether executive or non-executive, shall also retire at any Annual General
Meeting if he has agreed to do so (whether in accordance with the terms of his
appointment or otherwise) and, unless the Directors have otherwise agreed, he
shall not be eligible for re-election.  86.The Company
at the meeting at which a Director retires under any provision of these
Articles may by Ordinary Resolution fill the office being vacated by electing
thereto the retiring Director (if eligible for re-election) or some other
person eligible for election. In default the retiring Director shall be deemed
to have been re-elected except in any of the following cases:-  (a)Where at such
meeting it is expressly resolved not to fill such office or a resolution for
the re-election of such Director is put to the meeting and lost; (b)Where such
Director is ineligible for re-election or has given notice in writing to the
Company that he is unwilling to be re-elected; (c)Where the
default is due to the moving of a resolution in contravention of the next
following Article.  The
retirement shall not have effect until the conclusion of the meeting except
where a resolution is passed to elect some other person in the place of the
retiring Director or a resolution for his re-election is put to the meeting and
lost and accordingly a retiring Director who is re-elected or deemed to have
been re-elected will continue in office without a break.  87.A resolution
for the appointment of two or more persons as Directors by a single resolution
shall not be moved at any General Meeting unless a resolution that it shall be
so moved has first been agreed to by the meeting without any vote being given
against it; and any resolution moved in contravention of this provision shall
be void.  88.No person
other than a Director retiring at the meeting shall, unless recommended by the
Directors for election, be eligible for appointment as a Director at any General
Meeting unless not less than seven nor more than forty-two days (inclusive of
the date on which the notice is given) before the date appointed for the
meeting there shall have been lodged at the Office notice in writing signed by
some member (other than the person to be proposed) duly qualified to attend and
vote at the meeting for which such notice is given of his intention to propose
such person for election and also notice in writing signed by the person to be
proposed of his willingness to be elected.  89.The Company
may in accordance with and subject to the provisions of the Statutes by
Ordinary Resolution of which special notice has been given remove any Director
from office (notwithstanding any provision of these Articles or of any
agreement between the Company and such Director, but without prejudice to any
claim he may have for damages for breach of any such agreement) and appoint
another person in place of a Director so removed from office. In default of
such appointment the vacancy arising upon the removal of a Director from office
may be filled as a casual vacancy.  90.The Company
may by Ordinary Resolution appoint any person to be a Director either to fill a
casual vacancy or as an additional Director. Without prejudice thereto the
Directors shall have power at any  21


time so
to do, but so that the total number of Directors shall not thereby exceed the
maximum number (if any) fixed by or in accordance with these Articles. Any
person so appointed by the Directors shall hold office only until the next
Annual General Meeting and shall then be eligible for re-election.  ALTERNATE
DIRECTORS  91.(A)Any Director
may at any time by writing under his hand and deposited at the Office, or
delivered at a meeting of the Directors, appoint any person (including another
Director) to be his alternate Director and may in like manner at any time
terminate such appointment. Such appointment, unless previously approved by the
Directors, shall have effect only upon and subject to being so approved.  (B)The
appointment of an alternate Director shall determine on the happening of any
event which if he were a Director would cause him to vacate such office or if
his appointor ceases to be a Director.  (C)An alternate
Director shall (except when absent from the United Kingdom) be entitled to
receive notices of meetings of the Directors and shall be entitled to attend
and vote as a Director at any such meeting at which the Director appointing him
is not personally present and generally to perform all functions of his
appointor as a Director and the provisions of these Articles shall apply as if
he (instead of his appointor) were a Director. If he shall be himself a
Director or shall act as an alternate for more than one Director, his voting
rights shall be cumulative. If his appointor is for the time being absent from
the United Kingdom or temporarily unable to act through ill health or
disability his signature shall be as effective as the signature of his
appointor. To such extent as the Directors may from time to time determine in
relation to any committees of the Directors the foregoing provisions of this
paragraph shall also apply mutatis mutandisto
any meeting of any such committee of which his appointor is a member.  (D)An alternate
Director shall be entitled to contract and be interested in and benefit from
contracts or arrangements or transactions and to be repaid expenses and to be
indemnified to the same extent mutatis mutandisas
if he were a Director but he shall not be entitled to receive from the Company
in respect of his appointment as alternate Director any remuneration except
only such part (if any) of the remuneration otherwise payable to his appointor
as such appointor may by notice in writing to the Company from time to time
direct.  MEETINGS
AND PROCEEDINGS OF DIRECTORS  92.(A)Subject to the
provisions of these Articles the Directors may meet together for the despatch
of business, adjourn and otherwise regulate their meetings as they think fit.
At any time any Director may, and the Secretary on the requisition of a
Director shall, summon a meeting of the Directors. It shall not be necessary to
give notice of a meeting of Directors to any Director for the time being absent
from the United Kingdom. Any Director may waive notice of any meeting and any
such waiver may be retroactive.  (B)A Director
present at a meeting of the Directors shall in addition to his own vote be
entitled to one vote in respect of each other Director not present at the
meeting who shall have authorised him in respect of such meeting to vote for
such other Director in his absence. Any such authority may relate generally to
all meetings and must be in writing or by cable, telegram, telecopy or telex
message delivered to or lodged with the Secretary prior to or at the first
meeting at which a vote is to be cast pursuant thereto.  (C)The
Directors, and any committee of the Directors, shall be deemed to meet together
if, being in separate locations, they are nonetheless linked by way of video
conference orconference telephone or other
communication equipment which allows those participating to hear and speak to
each other, and a quorum in that event shall be two persons so linked. Such a
meeting shall be deemed to take place where the largest group of those
participating is assembled or, if there is no such group, where the chairman of
the meeting then is.  93.The quorum
necessary for the transaction of business of the Directors may be fixed from
time to time by the Directors and unless so fixed at any other number shall be
two. A meeting of the Directors at which a quorum is present shall be competent
to exercise all powers and discretions for the time being exercisable by the
Directors.  94.Questions
arising at any meeting of the Directors shall be determined by a majority of
votes. In case of an equality of votes the chairman of the meeting shall have a
second or casting vote.  22


95.(A)Save as herein
provided, a Director shall not vote in respect of any contract or arrangement
or any other proposal whatsoever in which he has an interest which (together
with any interest of any person connected with him) is to his knowledge a
material interest otherwise than by virtue of his or their interests in shares
or debentures or other securities of or otherwise in or through the
Company.  A Director shall not be counted
in the quorum at a meeting in relation to any resolution on which he is
debarred from voting.  (B)Subject to
the provisions of the Statutes, a Director shall (in the absence of some other
material interest than is indicated below) be entitled to vote (and be counted
in the quorum) in respect of any resolution concerning any of the following
matters, namely:-  (i)The giving of
any security or indemnity to him in respect of money lent or obligations
incurred by him at the request of or for the benefit of the Company or any of
its subsidiary undertakings; (ii)The giving of
any security or indemnity to a third party in respect of a debt or obligation
of the Company or any of its subsidiary undertakings for which he himself has
assumed responsibility in whole or in part under a guarantee or indemnity or by
the giving of security; (iii)Any proposal
concerning an offer of shares or debentures or other securities of or by the
Company or any of its subsidiary undertakings for subscription or purchase in
which offer he is or is to be interested as a participant in the underwriting
or sub-underwriting thereof or as a holder of securities; (iv)Any proposal
concerning any other company in which he and any persons connected with him do
not to his knowledge hold an interest in shares (as that term is used in
Sections 198 to 211 of the Act) representing one per cent or more of either any
class of the equity share capital, or the voting rights, in such company; (v)Any proposal
concerning arrangements for the benefit of the employees of the Company or any
of its subsidiary undertakings which do not award him any privilege or benefit
not generally awarded to the employees to whom such arrangements relate; (vi)Any proposal concerning the giving of him of any
indemnity pursuant to the provisions of Article 142(A) or concerning any
insurance which the Company is empowered to purchase and/or maintain for or for
the benefit of any Directors or for persons who include Directors provided that
for the purposes of this sub-paragraph insurance shall mean only insurance
against liability incurred by a Director in respect of any act or omission by
him referred to in Article 142(B) or any other insurance which the Company is
empowered to purchase and/or maintain for or for the benefit of any groups of
persons consisting of or including Directors.  (C)Where
proposals are under consideration concerning the appointment (including fixing
or varying the terms of appointment) of two or more Directors to offices or
employments with the Company or any company in which the Company is interested,
such proposals may be divided and considered in relation to each Director
separately and in such case each of the Directors concerned (if not debarred
from voting under paragraph (B) (iv) of this Article) shall be entitled to vote
(and be counted in the quorum) in respect of each resolution except that
concerning his own appointment.  (D)If any
question shall arise at any time as to the materiality of a Directors interest
or as to the entitlement of any Director to vote and such question is not
resolved by his voluntarily agreeing to abstain from voting, such question
shall be referred to the chairman of the meeting and his ruling in relation to
any other Director shall be final and conclusive except in a case where the
nature or extent of the interest of such Director has not been fairly
disclosed.  (E)The Company
may by Ordinary Resolution suspend or relax the provisions of this Article to
any extent or ratify any transaction not duly authorised by reason of a
contravention of this Article.  (F)For the
purposes of Articles 79 and 95:-  (i)a general
notice given to the Directors that a Director is to be regarded as having an
interest of the nature and extent specified in the notice of any contract,
transaction or arrangement in which a specified person or class of persons is
interested shall be deemed to be a disclosure that the Director has an interest
in any such contract, transaction or arrangement of the nature and extent so
specified; (ii)an interest
of a person who is connected (within the meaning of Section 346 of the Act)
with a Director shall be treated as an interest of the Director; and  23


(iii)an interest
(whether of his or of such a connected person) of which a Director has no
knowledge and of which it is unreasonable to expect him to have knowledge shall
not be treated as an interest of his.  96.The
continuing Directors may act notwithstanding any vacancies, but if and so long
as the number of Directors is reduced below the minimum number fixed by or in
accordance with these Articles the continuing Directors or Director may act for
the purpose of filling such vacancies or of summoning General Meetings, but not
for any other purpose. If there be no Directors or Director able or willing to
act, then any two members may summon a General Meeting for the purpose of appointing
Directors.  97.The Directors may elect from their number a
Chairman and a Deputy Chairman and determine the period for which each is to
hold office. If no Chairman or Deputy Chairman shall have been appointed or if
at any meeting of the Directors no Chairman or Deputy Chairman shall be present
within five minutes after the time appointed for holding the meeting, the
Directors present may choose one of their number to be chairman of the meeting.  98.A resolution
in writing signed or approved by fax or by any electronic systems or by
telephone and subsequently confirmed in writing or by fax or by electronic
systems by all the Directors for the time being in the United Kingdom and
entitled to vote thereon shall be as effective as a resolution passed at a
meeting of the Directors and may consist of several documents or such other
forms of approval in the like form each signed or so approved by one or more
Directors.  99.The Directors may delegate any of their powers
or discretions (including, without prejudice to the generality of the
foregoing, all powers and discretions whose exercise involves or may involve
the determination and payment of remuneration to or the conferring of any
benefit on all or any of the Directors) to committees consisting of one or more
members of their body and (if thought fit) one or more other persons co-opted
as hereinafter provided. Any committee so formed shall in the exercise of the
powers so delegated conform to any regulations which may from time to time be
imposed by the Directors. Any such regulations may provide for or authorise the
co-option to the committee of persons other than Directors and for such
co-opted members to have voting rights as members of the committee but so that
(a) the number of co-opted members shall be less than one-half of the total
number of members of the committee and (b) no resolution of the committee shall
be effective unless a majority of the members of the committee present
throughout the meeting are Directors.  100.The meetings
and proceedings of any such committee consisting of two or more members shall
be governed mutatis mutandisby the provisions of
these Articles regulating the meetings and proceedings of the Directors, so far
as the same are not superseded by any regulations made by the Directors under
the last preceding Article.  101.All acts done
by any meeting of Directors, or of any such committee, or by any person acting
as a Director or as a member of any such committee, shall as regards all
persons dealing in good faith with the Company, notwithstanding that there was
some defect in the appointment of any of the persons acting as aforesaid, or
that any such persons were disqualified or had vacated office, or were not
entitled to vote, be as valid as if every such person had been duly appointed
and was qualified and had continued to be a Director or member of the committee
and had been entitled to vote.  BORROWING
POWERS  102.(A)Subject as
hereinafter provided and to the provisions of the Statutes, the Directors may
exercise all the powers of the Company to borrow money, and to mortgage or
charge its undertaking, property and uncalled capital, and to issue debentures
and other securities, whether outright or as collateral security for any debt,
liability or obligation of the Company or of any third party.  (B)The Directors
shall restrict the borrowings of the Company and exercise all voting and other
rights or powers of control exercisable by the Company in relation to its
subsidiary companies (if any) so as to secure (so far, as regards subsidiaries,
as by such exercise they can secure) that the aggregate amount for the time
being remaining outstanding of all moneys borrowed by the Group (which
expression in this Article means and includes the Company and its subsidiaries
for the time being) and for the time being owing to persons outside the Group
as reduced in accordance with sub-paragraph (D) below shall not at any time
without the previous sanction of an Ordinary Resolution of the Company exceed
an amount equal to two and a half times the Adjusted Capital and Reserves.  (C)For the
purpose of the foregoing limit the following provisions shall apply:-  24


(i)there shall be deemed, subject as hereinafter
provided, to have been borrowed and to be outstanding as borrowed moneys of the
relevant member of the Group (to the extent that the same would not otherwise
fall to be taken into account):-  (a)the principal
amount of all debentures of any member of the Group which are not for the time
being beneficially owned within the Group; (b)the
outstanding amount of acceptances (not being acceptances of trade bills in
respect of the purchase or sale of goods in the ordinary course of trading) by
any member of the Group or by any bank or accepting house under any acceptance
credit opened on behalf of and in favour of any member of the Group; (c)the nominal
amount of any issued and paid up share capital (other than equity share
capital) of any subsidiary of the Company not for the time being beneficially
owned by other members of the Group; (d)the nominal
amount of any other issued and paid up share capital and the principal amount
of any other debentures or other borrowed moneys (not being shares or
debentures which or borrowed moneys the indebtedness in respect of which is for
the time being beneficially owned within the Group) the redemption or repayment
whereof is guaranteed or wholly or partly secured by any member of the Group; (e)any fixed or
minimum premium payable on final redemption or repayment of any debentures,
share capital or other borrowed moneys falling to be taken into account; (ii)moneys borrowed by any member of the Group for
the purpose of repaying or redeeming (with or without premium) in whole or in
part any other borrowed moneys falling to be taken into account and intended to
be applied for such purpose within six months after the borrowing thereof shall
not during such period, except to the extent so applied, themselves to be taken
into account; (iii)any amounts borrowed
by any member of the Group from bankers or others for the purpose of financing
any contract up to an amount not exceeding that part of the price receivable
under such contract which is guaranteed or insured by the Export Credits
Guarantee Department or other like institution carrying on a similar business
shall be deemed not to be borrowed moneys; (iv)moneys
borrowed by a partly-owned subsidiary and not owing to another member of the
Group shall be taken into account subject to the exclusion of a proportion
thereof equal to the minority proportion and moneys borrowed and owing to a
partly-owned subsidiary by another member of the Group shall be taken into
account to the extent of a proportion thereof equal to the minority proportion;
for the purposes aforesaid minority proportion shall mean the proportion of
the issued equity share capital of such partly- owned subsidiary which is not
attributable to the Company; (v)amounts expressed in or calculated by reference
to a currency other than sterling shall be converted into sterling at the
relevant rate of exchange used for the purposes of the latest available audited
consolidated balance sheet of the Company save that borrowings made since the
date of such balance sheet shall be converted at the rate of exchange or
approximate rate of exchange (determined on such basis as the Auditors may
determine or approve) ruling on the date of the borrowing provided that in the
case of any bank overdraft or other borrowing of a fluctuating amount (together
herein described as an Overdraft Account) the following further provisions
shall apply:- (a)if the amount
outstanding on an Overdraft Account on a date as on which a calculation is
being made for the purpose of the foregoing limit is not more than the amount
outstanding on such Overdraft Account at the date of the said latest balance
sheet the whole of such amount shall be converted at the rate of exchange used
for the purpose of the said latest balance sheet; (b)if the amount outstanding on an Overdraft Account
on a date as on which the calculation is being made for such purpose exceeds
the amount which was outstanding on the same Overdraft Account at the date of
the said latest balance sheet an amount equal to the excess shall be converted
at the rate of exchange or approximate rate of exchange (determined on such
basis as the Auditors may determine or approve) on the last business day
preceding the date as on which the calculation is being made for such purpose
and the balance shall be converted at the rate of exchange used for the purpose
of the said balance sheet; and (c)if no part of
the amount outstanding on an Overdraft Account on a date as on which a
calculation is being made for such purpose was outstanding at the date of the
said latest balance sheet the rate of exchange for the whole of the amount
outstanding shall be the rate described in sub-paragraph (b) above for the
purpose of converting the excess referred to in that sub-paragraph.  25


For the purposes
of this sub-paragraph (v) all amounts which are by virtue of the foregoing
provisions of this paragraph (C) to be taken into account as borrowed moneys of
the Group shall be treated as borrowings.  (D)For the
purpose of the foregoing limit the aggregate amount for the time being
remaining outstanding of all moneys borrowed by the Group and for the time
being owing to persons outside the Group shall be deemed to be reduced by an
amount (subject, in the case of a partly-owned subsidiary, to the exclusion of
a proportion thereof equal to the proportion of the issued equity share capital
of such partly-owned subsidiary which is not attributable to the Company) equal
to the aggregate of:-  (i)cash in hand
of the Group; (ii)sums standing
to the credit of any current or other account of any member of the Group with
banks in the United Kingdom or elsewhere to the extent that remittance of the
same to the United Kingdom is not prohibited by any law, regulation, treaty or
official directive or, where remittance of the same to the United Kingdom is so
prohibited, to the extent that the same may be set off against or act as
security for any moneys borrowed by such member; (iii)the amount of
all assets as would be included in Current Assets-Investments in a consolidated
balance sheet of the Group prepared as at the date of the relevant calculation
in accordance with the principles used in the preparation of the then latest
available audited consolidated balance sheet of the Group; and (iv)any discount
arising on the issue of any debenture or other security by any member of the
Group to the extent that such discount has not been taken into account in
calculating the Adjusted Capital and Reserves.  (E)In this Article the expression Adjusted Capital
and Reserves means at any material time a sum equal to the aggregate of:-  (i)the amount
paid up or credited as paid up on the issued share capital of the Company;  and (ii)the amount
standing to the credit of the capital and revenue reserves of the Company and
its subsidiaries (including any revaluation reserve, merger reserve, share
premium account or capital redemption reserve) after adding thereto or
deducting therefrom any balance to the credit or debit of profit and loss
account;  all based on a
consolidation of the then latest available audited balance sheets of the
Company and its subsidiaries but after:-  (a)excluding any
sums set aside for taxation (including deferred taxation) less any sums
properly added back in respect thereof; (b)making such
adjustments as may be appropriate in respect of any variation in the amount of
such paid up share capital or any such reserves subsequent to the relevant
balance sheet date and so that for this purpose if any issue or proposed issue
of shares by the Company for cash has been underwritten then such shares shall
be deemed to have been issued and the amount (including any premium) of the
subscription moneys payable in respect thereof (not being moneys payable later
than six months after the date of allotment) shall to the extent so
underwritten be deemed to have been paid up on the date when the issue of such
shares was underwritten (or, if such underwriting was conditional, on the date
when it became unconditional); (c)making such
adjustments as may be appropriate in respect of any distributions declared
recommended or made by the Company or its subsidiaries (other than attributable
directly or indirectly to the Company) out of profits earned up to and
including the date of the latest audited balance sheet of the Company or
subsidiary (as the case may be) to the extent that such distribution is not
provided for in such balance sheet; (d)making such
adjustments as may be appropriate in respect of any variation in the interests
of the Company in its subsidiaries since the date of the latest audited balance
sheet of the Company; (e)if the
calculation is required for the purposes of or in connection with a transaction
under or in connection with which any company is to become or cease to be a
subsidiary, making all such adjustments as would be appropriate if such
transaction had been carried into effect; (f)excluding
minority interests in subsidiaries.  26


If in any case the latest available audited
balance sheet of the Company or any of its subsidiaries has been prepared on a
basis not being in substance a historical cost basis then all such adjustments
shall be made therein as in the opinion of the Auditors are appropriate to
bring such balance sheet into line with the accounting bases and principles
which were applied in relation to the last audited balance sheet of the Company
or, as the case may be, the subsidiary concerned prepared on an historic cost
basis and the balance sheet as so adjusted shall be treated as the latest
available audited balance sheet for the purposes aforesaid.  The
determination of the Auditors as to the amount of the Adjusted Capital and
Reserves at any time shall be conclusive and binding on all concerned.
Nevertheless for the purposes of this Article the Directors may act in reliance
on a bona fide estimate of the amount of the Adjusted Capital and Reserves at
any time and if in consequence the limit hereinbefore contained is
inadvertently exceeded an amount of borrowed moneys equal to the excess may be
disregarded until the expiration of three months after the date on which by
reason of a determination of the Auditors or otherwise the Directors became
aware that such a situation has or may have arisen.  (F)No person dealing with the Company or any of its
subsidiaries shall be concerned to see or enquire whether the said limit is
observed and no debt incurred or security given in excess of such limit shall
be invalid or ineffectual unless the lender or the recipient of the security
had, at the time when the debt was incurred or security given, express notice
that the said limit had been or would thereby be exceeded.  GENERAL
POWERS OF DIRECTORS  103.The business
and affairs of the Company shall be managed by the Directors, who may exercise
all such powers of the Company as are not by the Statutes or by these Articles
required to be exercised by the Company in General Meeting subject nevertheless
to any regulations of these Articles, to the provisions of the Statutes and to
such regulations, whether or not consistent with these Articles, as may be
prescribed by Special Resolution of the Company, but no regulation so made by
the Company shall invalidate any prior act of the Directors which would have
been valid if such regulation had not been made. The general powers given by
this Article shall not be limited or restricted by any special authority or
power given to the Directors by any other Article.  104.The Directors
may establish any local boards or agencies for managing any of the affairs of
the Company, either in the United Kingdom or elsewhere, and may appoint any
persons to be members of such local boards, or any managers or agents, and may
fix their remuneration, and may delegate to any local board, manager or agent
any of the powers, authorities and discretions vested in the Directors, with
power to sub-delegate, and may authorise the members of any local boards, or
any of them, to fill any vacancies therein, and to act notwithstanding
vacancies, and any such appointment or delegation may be made upon such terms
and subject to such conditions as the Directors may think fit, and the
Directors may remove any person so appointed, and may annul or vary any such
delegation, but no person dealing in good faith and without notice of any such
annulment or variation shall be affected thereby.  105.The Directors
may from time to time and at any time by power of attorney or otherwise appoint
any company, firm or person or any fluctuating body of persons, whether
nominated directly or indirectly by the Directors, to be the attorney or
attorneys of the Company for such purposes and with such powers, authorities
and discretions (not exceeding those vested in or exercisable by the Directors
under these Articles) and for such period and subject to such conditions as
they may think fit, and any such appointment may contain such provisions for
the protection and convenience of persons dealing with any such attorney as the
Directors may think fit, and may also authorise any such attorney to
sub-delegate all or any of the powers, authorities and discretions vested in
him.  106.The Directors
may from time to time elect a President of the Company and may determine the
period for which he shall hold office. Such President may be either honorary or
paid such remuneration as the Directors in their discretion shall think fit,
and need not be a Director but shall, if not a Director, be entitled to receive
notice of and attend and speak, but not to vote, at all meetings of the Board
of Directors.  107.Subject to and
to the extent permitted by the Statutes, the Company, or the Directors on
behalf of the Company, may cause to be kept in any territory a branch register
of members resident in such territory, and the Directors may make and vary such
regulations as they may think fit respecting the keeping of any such register.  27


108.All cheques,
promissory notes, drafts, bills of exchange, and other negotiable or
transferable instruments, and all receipts for moneys paid to the Company,
shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case
may be, in such manner as the Directors shall from time to time by resolution
determine.  SECRETARY  109.The Secretary
shall be appointed by the Directors on such terms and for such period as they
may think fit. Any Secretary so appointed may at any time be removed from
office by the Directors, but without prejudice to any claim for damages for
breach of any contract of service between him and the Company. If thought fit two
or more persons may be appointed as Joint Secretaries. The Directors may also
appoint from time to time on such terms as they may think fit one or more
Assistant Secretaries.  THE
SEAL  110.(A)The Directors
shall provide for the safe custody of the Seal and any Securities Seal and
neither shall be used without the authority of the Directors or of a committee
authorised by the Directors in that behalf.  (B)Every
instrument to which the Seal shall be affixed shall be signed autographically
by one Director and the Secretary or by two Directors save that as regards any
certificates for shares or debentures or other securities of the Company the
Directors may by resolution determine that such signatures or either of them
shall be dispensed with or affixed by some method or system of mechanical
signature.  (C)Any
instrument signed by one Director and the Secretary or by two Directors and
expressed to be executed by the Company shall have the same effect as if
executed under the Seal, provided that no instrument which makes it clear on
its face that it is intended to have effect as a deed shall be so signed
without the authority of the Directors or of a committee authorised by the
Directors in that behalf.  (D)The Securities
Seal shall be used only for sealing securities issued by the Company and
documents creating or evidencing securities so issued. Any such securities or
documents sealed with the Securities Seal shall not require to be signed.  111.The Company may
exercise the powers conferred by the Statutes with regard to having an official
seal for use abroad and such powers shall be vested in the Directors.  AUTHENTICATION
OF DOCUMENTS  112.Any Director or
the Secretary or any person appointed by the Directors for the purpose shall
have power to authenticate any documents affecting the constitution of the
Company and any resolutions passed by the Company or the Directors or any
committee, and any books, records, documents and accounts relating to the
business of the Company, and to certify copies thereof or extracts therefrom as
true copies or extracts; and where any books, records, documents or accounts
are elsewhere than at the Office the local manager or other officer of the
Company having the custody thereof shall be deemed to be a person appointed by
the Directors as aforesaid. A document purporting to be a copy of a resolution,
or an extract from the minutes of a meeting, of the Company or of the Directors
or any committee which is certified as aforesaid shall be conclusive evidence
in favour of all persons dealing with the Company upon the faith thereof that
such resolution has been duly passed or, as the case may be, that any minute so
extracted is a true and accurate record of proceedings at a duly constituted
meeting.  RESERVES  113.The Directors may
from time to time set aside out of the profits of the Company and carry to
reserve such sums as they think proper which, at the discretion of the
Directors, shall be applicable for any purpose to which the profits of the
Company may properly be applied and pending such application may either be
employed in the business of the Company or be invested. The Directors may
divide the reserve into such special funds as they think fit and may
consolidate into one fund any special funds or any parts of any special funds
into which the reserve may have been divided. The Directors may also without
placing the same to reserve carry forward any profits. In carrying sums to
reserve and in applying the same the Directors shall comply with the provisions
of the Statutes.  28


DIVIDENDS  114.The Company may
by Ordinary Resolution declare dividends but no such dividend shall exceed the
amount recommended by the Directors.  115.If and so far
as in the opinion of the Directors the profits of the Company justify such
payments, the Directors may pay the fixed dividends on any class of shares
carrying a fixed dividend expressed to be payable on fixed dates on the
half-yearly or other dates prescribed for the payment thereof and may also from
time to time pay interim dividends on shares of any class of such amounts and
on such dates and in respect of such periods as they think fit.  116.Unless and to
the extent that the rights attached to any shares or the terms of issue thereof
otherwise provide, all dividends shall (as regards any shares not fully paid
throughout the period in respect of which the dividend is paid) be apportioned
and paid pro rataaccording to the amounts paid
on the shares during any portion or portions of the period in respect of which
the dividend is paid. For the purposes of this Article no amount paid on a
share in advance of calls shall be treated as paid on the share.  117.No dividend
shall be paid otherwise than out of profits available for distribution under
the provisions of the Statutes.  118.Subject to the
provisions of the Statutes, where any asset, business or property is bought by
the Company as from a past date the profits and losses thereof as from such
date may at the discretion of the Directors in whole or in part be carried to
revenue account and treated for all purposes as profits or losses of the
Company. Subject as aforesaid, if any shares or securities are purchased cum
dividend or interest, such dividend or interest may at the discretion of the
Directors be treated as revenue, and it shall not be obligatory to capitalise
the same or any part thereof.  119.No dividend or
other moneys payable on or in respect of a share shall bear interest as against
the Company.  120.(A)The Directors
may retain any dividend or other moneys payable on or in respect of a share on
which the Company has a lien and may apply the same in or towards satisfaction
of the moneys payable to the Company in respect of that share.  (B)The Directors
may retain the dividends payable upon shares in respect of which any person is
under the provisions as to the transmission of shares hereinbefore contained
entitled to become a member, or which any person is under those provisions
entitled to transfer, until such person shall become a member in respect of
such shares or shall transfer the same.  121.The waiver in
whole or in part of any dividend on any share by any document (whether or not
under seal) shall be effective only if such document is signed by the
shareholder (or the person entitled to the share in consequence of the death or
bankruptcy of the holder or otherwise by operation of law) and delivered to the
Company and if or to the extent that the same is accepted as such or acted upon
by the Company.  122.The payment by
the Directors of any unclaimed dividend or other moneys payable on or in
respect of a share into a separate account shall not constitute the Company a
trustee in respect thereof and any dividend unclaimed after a period of twelve
years from the date on which such dividend was declared or became due for
payment shall be forfeited and shall revert to the Company.  123(A)The Company may upon the recommendation of the Directors by Ordinary
Resolution direct payment of a dividend in whole or in part by the distribution
of specific assets (and in particular of paid up shares or debentures of any
other company) and the Directors shall give effect to such resolution. Where
any difficulty arises in regard to such distribution, the Directors may settle
the same as they think expedient and in particular may issue fractional
certificates, may fix the value for distribution of such specific assets or any
part thereof, may determine that cash payments shall be made to any members
upon the footing of the value so fixed in order to adjust the rights of all
parties and may vest any such specific assets in trustees as may seem expedient
to the Directors.  (B)Unless the
rights or terms of any shares, or these Articles, provide otherwise, a dividend
or any other money payable in respect of a share may be declared or paid in
whatever currency the Directors decide.  29


(C)The Directors
may decide that a particular Approved Depositary should be able to receive
dividends in a currency other than the currency in which it is declared and may
make arrangements accordingly.  In
particular, if an Approved Depositary has chosen or agreed to receive dividends
in another currency, the Directors may make arrangements with the Approved
Depositary for value on the date on which the relevant dividend is paid, or a
later date decided on by the Directors.  (D)When a
dividend is to be paid in a currency other than the currency in which it was
declared the exchange rate to be used for conversion of the dividend shall be
whatever market rate the Directors consider to be appropriate as at the close
of business on the last business day before the date when the Directors
publicly announce their intention to recommend the particular dividend, if it
is a dividend declared by the shareholders passing a resolution at a General
Meeting or the date when the Directors declare the relevant dividend, in any
other case. The decision of the Directors regarding the exchange rate shall be
conclusive and binding.  124.Any dividend or
other moneys payable on or in respect of a share shall be paid to the member or
to such other person as the member (or, in the case of joint holders of a
share, all of them) may in writing direct. Such dividend or other moneys may be
paid (i) by cheque sent by post to the payee or, where there is more than one
payee, to any one of them, or (ii) by inter-bank transfer to such account as
the payee or payees shall in writing direct, or (iii) if so authorised by the
holder of shares in uncertificated form, using the facilities of a relevant
system (subject to the formalities and requirements of the relevant system), or
(iv) by such other method of payment as the member (or in the case of joint
holders of a share, all of them) may agree to. Every such cheque shall be sent
at the risk of the person or persons entitled to the money represented thereby,
and payment of a cheque by the banker upon whom it is drawn, or any transfer or
payment within (ii) or (iii) or (iv) above, shall be a good discharge to the
Company.  125.If two or more
persons are registered as joint holders of any share, or are entitled jointly
to a share in consequence of the death or bankruptcy of the holder or otherwise
by operation of law, any one of them may give effectual receipts for any
dividend or other moneys payable or property distributable on or in respect of
the share.  126.Any resolution
for the declaration or payment of a dividend on shares of any class, whether a
resolution of the Company in General Meeting or a resolution of the Directors,
may specify that the same shall be payable to the persons registered as the
holders of such shares at the close of business on a particular date,
notwithstanding that it may be a date prior to that on which the resolution is passed,
and thereupon the dividend shall be payable to them in accordance with their
respective holdings so registered, but without prejudice to the rights inter sein respect of such dividend of transferors and
transferees of any such shares.  SHARES
IN LIEU OF DIVIDEND  127.With the prior
approval of an Ordinary Resolution of the Company passed at any General Meeting
the Directors may, in respect of any dividend proposed to be paid or declared
at that General Meeting or at any time prior to or at the next following Annual
General Meeting offer ordinary shareholders the right to elect to receive in
lieu of such dividend (or any part thereof) an allotment of additional Ordinary
Shares credited as fully paid. In any such case the following provisions shall
apply:  (a)the basis of allotment shall be determined by
the Directors so that, as nearly as may be considered convenient, the value
(calculated by reference to the average quotation) of the additional Ordinary
Shares to be allotted in lieu of any amount of dividend shall equal such
amount. For such purpose the average quotation of an Ordinary Share shall be
the average of the middle market quotations of the Ordinary Shares on The
London Stock Exchange, as derived from the Official List, on each of the first
five business days on which the Ordinary Shares are quoted ex the relevant
dividend; (b)if the
Directors determine to allow such right of election on any occasion they shall
give notice in writing to the ordinary shareholders of the right of election offered
to them and shall issue forms of election and shall specify the procedure to be
followed and the place at which, and the latest date and time by which, duly
completed forms of election must be lodged in order to be effective; the
Directors may also issue forms under which shareholders may elect to receive
Ordinary Shares instead of cash both in respect of the relevant dividend and in
respect of future dividends not yet declared or resolved (and accordingly in
respect of which the basis of allotment shall not have been determined); (c)the dividend
(or that part of the dividend in respect of which a right of election has been
accorded) shall not be payable on Ordinary Shares in respect whereof the share
election has been duly exercised (the elected Ordinary Shares), and in lieu
thereof additional shares (but not any fraction  30


of a share)
shall be allotted to the holders of the elected Ordinary Shares on the basis of
allotment determined as aforesaid. For such purpose the Directors shall
capitalise, out of such of the sums standing to the credit of reserves
(including any share premium account or capital redemption reserve fund) or
profit and loss account as the Directors may determine a sum equal to the
aggregate nominal amount of additional Ordinary Shares to be allotted on such
basis and apply the same in paying up in full the appropriate number of
unissued Ordinary Shares for allotment and distribution to and amongst the
holders of the elected Ordinary Shares on such basis; (d)the
additional Ordinary Shares so allotted shall rank pari passuin
all respects with the fully-paid Ordinary Shares then in issue save only as
regards participation in the relevant dividend; (e)Article 128
(capitalisation of profits and reserves) shall apply (mutatis
mutandis)to any capitalisation made pursuant to this Article; (f)the
Directors may on any occasion determine that rights of election shall not be
made available to any ordinary shareholders or an Approved Depositary or a
nominee for an Approved Depositary with registered addresses in any territory
where in the absence of a registration statement or other special formalities
the circulation of an offer of rights of election would or might be unlawful,
and in such event the provisions aforesaid shall be read and construed subject
to such determination; and (g)in relation
to any particular proposed dividend the Directors may in their absolute
discretion withdraw the offer previously made to ordinary shareholders to elect
to receive additional ordinary shares in lieu of the cash dividend (or part
thereof) at any time prior to the allotment of the additional ordinary shares.  CAPITALISATION
OF PROFITS AND RESERVES  128.The Directors
may, with the sanction of an Ordinary Resolution of the Company, capitalise any
sum standing to the credit of any of the Companys reserve accounts (including
any share premium account, capital redemption reserve or other undistributable
reserve) or any sum standing to the credit of profit and loss account by
appropriating such sum to the holders of Ordinary Shares on the Register at the
close of business on the date of the Resolution (or such other date as may be
specified therein or determined as therein provided) in proportion to their then
holdings of Ordinary Shares and applying such sum on their behalf in paying up
in full unissued Ordinary Shares (or, subject to any special rights previously
conferred on any shares or class of shares for the time being issued, unissued
shares of any other class not being redeemable shares) for allotment and
distribution credited as fully paid up to and amongst them as bonus shares in
the proportion aforesaid. The Directors may do all acts and things considered
necessary or expedient to give effect to any such capitalisation, with full
power to the Directors to make such provisions as they think fit for any
fractional entitlements which would arise on the basis aforesaid (including
provisions whereby fractional entitlements are disregarded or the benefit
thereof accrues to the Company rather than to the members concerned). The
Directors may authorise any person to enter on behalf of all the members
interested into an agreement with the Company providing for any such
capitalisation and matters incidental thereto and any agreement made under such
authority shall be effective and binding on all concerned.  ACCOUNTS  129.Accounting
records sufficient to show and explain the Companys transactions and otherwise
complying with the Statutes shall be kept at the Office, or at such other place
as the Directors think fit, and shall always be open to inspection by the
officers of the Company. Subject as aforesaid no member of the Company or other
person shall have any right of inspecting any account or book or document of
the Company except as conferred by statute or ordered by a court of competent
jurisdiction or authorised by the Directors.  130.A copy of every
balance sheet and profit and loss account which is to be laid before a General
Meeting of the Company (including every document required by law to be
comprised therein or attached or annexed thereto) shall not less than
twenty-one days before the date of the meeting be sent to every member of, and
every holder of debentures of, the Company and to every other person who is
entitled to receive notices of meetings from the Company under the provisions
of the Statutes or of these Articles. Provided that this Article shall not
require a copy of these documents to be sent to more than one of joint holders
or to any person of whose address the Company is not aware, but any member or
holder of debentures to whom a copy of these documents has not been sent shall
be entitled to receive a copy free of charge on application at the Office.  To the extent permitted by the Statutes and
agreed by the member concerned the documents referred to in this Article may be
sent by electronic communication.  31


AUDITORS  131.Auditors shall
be appointed and their duties regulated in accordance with the provisions of
the Statutes.  132.Subject to the
provisions of the Statutes, all acts done by any person acting as an Auditor
shall, as regards all persons dealing in good faith with the Company, be valid,
notwithstanding that there was some defect in his appointment or that he was at
the time of his appointment not qualified for appointment or subsequently
became disqualified.  133.An Auditor
shall be entitled to attend any General Meeting and to receive all notices of
and other communications relating to any General Meeting which any member is
entitled to receive and to be heard at any General Meeting on any part of the
business of the meeting which concerns him as Auditor.  NOTICES  134.Any notice or
document (including a share certificate) may be served on or delivered to any
member by the Company either personally or by sending it through the post in a
prepaid cover addressed to such member at his registered address, or (if he has
no registered address within the United Kingdom) to the address, if any, within
the United Kingdom supplied by him to the Company as his address for the
service of notices, or by delivering it to such address addressed as aforesaid
or by fax (except for share certificates) to a fax number notified by the member
in writing or by electronic mail (except for share certificates) to an address
notified by the member in writing or by a relevant system. In the case of a
member registered on a branch register any such notice or document may be
posted either in the United Kingdom or in the territory in which such branch
register is maintained. Where a notice or other document is served or sent by
post, service or delivery shall be deemed to be effected at the expiration of
twenty-four hours (or, where second-class mail is employed, forty-eight hours)
after the time when the cover containing the same is posted and in proving such
service or delivery it shall be sufficient to prove that such cover was
properly addressed, stamped and posted. Where a document (other than a share
certificate) is served or delivered by fax, service or delivery shall be deemed
to be effected at the time it was sent. Where a document is served or delivered
by a relevant system, service or delivery shall be deemed to be effected when
the company (or a sponsoring system-participant acting on its behalf) sends the
issuer-instruction relating to the document.The
accidental failure to send, or the non-receipt by any person entitled to, any
notice of or other document relating to any meeting or other proceeding shall
not invalidate the relevant meeting or other proceeding.  135.Any document or
notice which, in accordance with these Articles, may be sent by the Company by
electronic mail shall, if so sent, be deemed to be received at 9 am on the day
following that on which it was transmitted. 
Proof (in accordance with the formal recommendations of best practice
contained in the guidance issued by the Institute of Chartered Secretaries and
Administrators) that an electronic communication was sent shall be conclusive
evidence of such sending.  136.Any notice
given to that one of the joint holders of a share whose name stands first in
the Register of Members in respect of the share shall be sufficient notice to
all the joint holders in their capacity as such. For such purpose a joint
holder having no registered address in the United Kingdom and not having
supplied an address within the United Kingdom for the service of notices shall
be disregarded.  137.A person
entitled to a share in consequence of the death or bankruptcy of a member or
otherwise by operation of law upon supplying to the Company such evidence as
the Directors may reasonably require to show his title to the share, and upon
supplying also an address within the United Kingdom for the service of notices,
shall be entitled to have served upon or delivered to him at such address any
notice or document to which the said member would have been entitled, and such
service or delivery shall for all purposes be deemed a sufficient service or
delivery of such notice or document on all persons interested (whether jointly
with or as claiming through or under him) in the share. Save as aforesaid any
notice or document delivered or sent by post to or left at the address of any
member in pursuance of these Articles shall, notwithstanding that such member
be then dead or bankrupt or in liquidation, and whether or not the Company has
notice of his death or bankruptcy or liquidation, be deemed to have been duly
served or delivered in respect of any share registered in the name of such
member as sole or first-named joint holder.  138.A member who
(having no registered address within the United Kingdom) has not supplied to
the Company an address within the United Kingdom for the service of notices
shall not be entitled to receive notices from the Company.  32


139.If at any time
by reason of the suspension or curtailment of postal services within the United
Kingdom the Company is unable effectively to convene a General Meeting by
notices sent through the post, a General Meeting may be convened by a notice
advertised on the same date in one national newspaper with appropriate
circulation and such notice shall be deemed to have been duly served on all
members entitled thereto on the day when the advertisement appears. In any such
case the Company shall send confirmatory copies of the notice by post if at
least seven days prior to the meeting the posting of notices to addresses
throughout the United Kingdom again becomes practicable.  140.Where under
these Articles a document requires to be signed by a member of other person
then, if in the form of an electronic communication, to be valid it must
incorporate the electronic signature or personal identification details (which may
be details previously allocated by the Company) of that member or other person,
in such form as the Directors may approve, or be accompanied by such other
evidence (including evidence in accordance with the last sentence of Article
69(B)) as the Directors may require to satisfy themselves that the document is
genuine.  The Company may designate
mechanisms for validating any such document, and any such document not so
validated by use of such mechanisms shall be deemed not to have been received
by the Company.  141(A)Any member may notify the Company of an address
for the purpose of his receiving electronic communications from the Company,
and having done so shall be deemed to have agreed to receive by electronic
communication notices and other documents from the Company of the kind to which
the address relates.  In addition, if a
member notifies the Company of his email address, the Company may satisfy its
obligation to send him any notice or other document by:  (i)publishing
such notice or other document on a web site; and (ii)notifying him
by email to that email address that such notice or document has been so
published, specifying the address of the web site where the notice may be
accessed, how it may be accessed and (if the notice relates to a shareholders
meeting) stating (a) that the notice concerns a notice of a company meeting
served in accordance with the Act, (b) the place, date and time of the meeting,
(c) whether the meeting is to be an annual or extraordinary general meeting and
(d) such other information as the Statutes may prescribe.  (B)Any amendment or revocation of a notification
given to the Company under this Article shall only take effect if in writing,
signed by the member and on actual receipt by the Company thereof.  (C)An electronic communication shall not be treated as received by the
Company if it is rejected by computer virus protection arrangements.  Nothing in any of the preceding five Articles shall affect
any requirement of the Statutes that any particular offer, notice or other
document be served in any particular manner.  WINDING
UP  142.The Directors
shall have power in the name and on behalf of the Company to present a petition
to the Court for the Company to be wound up.  143.If the Company
shall be wound up (whether the liquidation is voluntary, under supervision, or
by the Court) the Liquidator may, with the authority of an Extraordinary
Resolution, divide among the members in specieor
kind the whole or any part of the assets of the Company and whether or not the
assets shall consist of property of one kind or shall consist of properties of
different kinds, and may for such purpose set such value as he deems fair upon
any one or more class or classes of property and may determine how such
division shall be carried out as between the members or different classes of
members. The Liquidator may, with the like authority, vest any part of the
assets in trustees upon such trusts for the benefit of members as the
Liquidator with the like authority shall think fit, and the liquidation of the
Company may be closed and the Company dissolved, but so that no contributory
shall be compelled to accept any shares or other property in respect of which
there is a liability.  INDEMNITY
AND INSURANCE  144(A)Subject to the
provisions of and so far as may be consistent with the Statutes, every
Director, , Secretary or other officer of the Company shall be entitled to be
indemnified by the Company against all costs, charges, losses, expenses and
liabilities incurred by him in the execution and/or discharge of his duties
and/or the exercise of his powers and/or otherwise in relation to or in
connection with his duties, powers or office including (without prejudice to
the generality of the foregoing) any liability incurred by him in defending any
proceedings, civil or criminal, which relate  33


to anything done or omitted or alleged to have been done or omitted by
him as an officer or employee of the Company and in which judgment is given in his
favour (or the proceedings are otherwise disposed of without any finding or
admission of any material breach of duty on his part) or in which he is
acquitted or in connection with any application under any statute for relief
from liability in respect of any such act or omission in which relief is
granted to him by the Court.  (B)Without
prejudice to paragraph (A) of this Article the Directors shall have the power
to purchase and maintain insurance for or for the benefit of any persons who
are or were at any time Directors, officers or employees of any Relevant
Company (as defined in paragraph (C) of this Article) or who are or were at any
time trustees of any pension fund or employee share scheme in which employees
of any Relevant Company are interested, including (without prejudice to the
generality of the foregoing) insurance against any liability incurred by such
persons in respect of any act or omission in the actual or purported execution
and/or discharge of their duties and/or in the exercise or purported exercise
of their powers and/or otherwise in relation to their duties, powers or offices
in relation to any Relevant Company, or any such pension fund or employee share
scheme.  (C)For the
purpose of paragraph (B) of this Article Relevant Company shall mean the
Company, any holding company of the Company or any other body, whether or not
incorporated, in which the Company or such holding company or any of the
predecessors of the Company or of such holding company has or had any interest
whether direct or indirect or which is in any way allied to or associated with
the Company, or any subsidiary undertaking of the Company or of such other
body.  CREST  145.(A)Subject to the
Statutes and the rules (as defined in the Regulations), the Directors may
determine that any class of shares may be held in uncertificated form and that
title to such shares may be transferred by means of a relevant system or that
shares of any class should cease to be held and transferred as aforesaid.  (B)The
provisions of these Articles shall not apply to shares of any class which are
in uncertificated form to the extent that such Articles are inconsistent with:  (a)the
holding of shares of that class in uncertificated form; (b)the
transfer of title to shares of that class by means of a relevant system; or (c)any
provision of the Regulations.  34


NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS.   GWENDOLINE GRESHAM ELLSTON, Austin Friars House, 6, Austin Friars, London, E.C.2. Solicitors
Clerk.   EDITH SANDERS, Austin Friars House, 6, Austin Friars, London, E.C.2. Solicitors
Clerk.   DATED this 11th day of July, 1949.  WITNESS to the above Signatures:- H. E. WALKER Austin Friars House, 6, Austin Friars, London, E.C.2. Solicitors
Clerk.  35


INDEX  Article No.
  
  Page No.Accounts
  
  129-130
  
  31Alternate
  Directors
  
  91
  
  21-22Auditors
  
  131-133
  
  31Authentication
  of Documents
  
  112
  
  28Borrowing
  Powers
  
  102
  
  24-26Calls on Shares
  
  21-26
  
  10-11Capitalisation
  of Profits and Reserves
  
  128
  
  31Corporations
  acting by Representatives
  
  72
  
  19CREST
  
  145
  
  34DirectorsAlternate
  
  91
  
  21-22Appointment and Retirement
  
  82-90
  
  20-21Borrowing Powers
  
  102
  
  24-26Committees
  
  99-101
  
  23-24Executive Directors
  
  80-81
  
  20Expenses
  
  77
  
  19Interests in contracts-entitlement
  
  79
  
  19voting
  
  95
  
  22-23Meetings and proceedings
  
  92-101
  
  22-24Number
  
  73
  
  19Pensions
  
  78
  
  19Powers-borrowing
  
  102
  
  24-26general
  
  103-108
  
  27Qualification
  
  74
  
  19Remuneration
  
  75-76
  
  19Dividends
  
  114-126
  
  28-30Executive
  Directors
  
  80-81
  
  20Forfeiture
  and Lien
  
  27-35
  
  11-12General
  Meetings
  
  46-47
  
  14Notice of
  
  48-50
  
  14-15Proceedings at
  
  51-60
  
  15-16Indemnity
  and Insurance
  
  144
  
  33Notices
  
  134-141
  
  31-33Preliminary
  
  1-2
  
  6-7President
  
  106
  
  27Reserves
  
  113
  
  28Seal
  
  110-111
  
  27-28Secretary
  
  109
  
  27Share
  Capital
  
  3
  
  7Alteration of
  
  6-9
  
  8Increase
  
  6
  
  8Reduction
  
  9
  
  8Sub-division, Consolidation, etc.
  
  7
  
  8Share
  Certificates (see also Article 110)
  
  16-20
  
  10Shares in
  Lieu of Dividend
  
  127
  
  30Shares
  
  10-15
  
  8-10Calls on
  
  21-26
  
  10-11Equitable interests not recognised
  
  14
  
  9Issue
  
  10-12
  
  8-9Purchase
  
  8
  
  8Renunciation of allotment
  
  13
  
  9Transfer
  
  36-41
  
  12-13Transmission
  
  42-44
  
  13Variation of Rights
  
  4-5
  
  7-8Untraced
  Shareholders
  
  45
  
  13-14Votes of
  Members
  
  61-71
  
  16-19Winding up
  
  142-143
  
  33  36