Exhibit
1.1  No. 470893  The
Companies Act 1948 and The
Companies Act 1985  COMPANY LIMITED BY
SHARES   MEMORANDUM  Amended
by Special Resolution passed on 17th May 1993  and  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, 15th July 1999, 11th May 2000, 9th May 2001,
4th May 2005 and 3rd May 2006.  Of    SPIRENT COMMUNICATIONS
PLC    Incorporated
16th July 1949 As
Bowthorpe Holdings Limited


The
Companies Act 1948 and The
Companies Act 1985  COMPANY
LIMITED BY SHARES  Memorandum
of Association  of  SPIRENT COMMUNICATIONS plc    1.             The
name of the Company is SPIRENT COMMUNICATIONS 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.  * 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   2


BOWTHORPE plc on 20th May,
1992, to SPIRENT plc on 11 May 2000 and to SPIRENT COMMUNICATIONS PLC on 3rd
May 2006.  (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 SharesNAMES, ADDRESSES AND
  DESCRIPTIONS OF SUBSCRIBERS.
  
  taken by eachSubscriberGWENDOLINE 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, 4th May 2005 and 3rd
May 2006 of SPIRENT
COMMUNICATIONS 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