Exhibit 1.2
    ARTICLES OF ASSOCIATION
 OF
 VODAFONE GROUP PUBLIC LIMITED COMPANY




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TABLE OF CONTENTS
 Article No.
    
    Page No.Preliminary ArticlesTable A and other standard regulations do not apply
    
    
    1
    
    
    
    1The meaning of words and phrases used in the Articles
    
    
    2
    
    
    
    1Share CapitalForm of the Companys share capital
    
    
    3
    
    
    
    7Fixed Rate SharesRight of Fixed Rate Shares to profits
    
    
    4
    
    
    
    8Right of Fixed Rate Shares to capital
    
    
    5
    
    
    
    8Voting rights of Fixed Rate Shares
    
    
    6
    
    
    
    9Varying the rights of Fixed Rate Shares
    
    
    7
    
    
    
    9Changing CapitalThe power to increase capital
    
    
    8
    
    
    
    10Application of the Articles to new shares
    
    
    9
    
    
    
    10The power to change capital
    
    
    10
    
    
    
    10Fractions of shares
    
    
    11
    
    
    
    10The power to reduce capital
    
    
    12
    
    
    
    11Buying back shares
    
    
    13
    
    
    
    11SharesThe special rights of new shares
    
    
    14
    
    
    
    11The directors power to deal with shares
    
    
    15
    
    
    
    12The directors authority to allot relevant securities and
equity securities
    
    
    16
    
    
    
    12Power to pay commission and brokerage
    
    
    17
    
    
    
    13Renunciations of allotted but unissued shares
    
    
    18
    
    
    
    14No trusts or similar interests recognised
    
    
    19
    
    
    
    14Shares in Uncertificated FormHolding shares in uncertificated form and effect of the
CREST Regulations
    
    
    20
    
    
    
    14Share CertificatesCertificates
    
    
    21
    
    
    
    15Replacement share certificates
    
    
    22
    
    
    
    16Calls on SharesThe directors can make calls on shares
    
    
    23
    
    
    
    16The liability for calls
    
    
    24
    
    
    
    17Interest and expenses on unpaid calls
    
    
    25
    
    
    
    17
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Article No.
    
    Page No.Sums which are payable when a share is allotted are treated
as a call
    
    
    26
    
    
    
    17Calls can be for different amounts
    
    
    27
    
    
    
    17Paying calls early
    
    
    28
    
    
    
    17Forfeiting SharesNotice following non-payment of a call
    
    
    29
    
    
    
    18Contents of the notice
    
    
    30
    
    
    
    18Forfeiture if the notice is not complied with
    
    
    31
    
    
    
    18Forfeiture will include unpaid dividends
    
    
    32
    
    
    
    18Dealing with forfeited shares
    
    
    33
    
    
    
    18Cancelling forfeiture
    
    
    34
    
    
    
    19The position of shareholders after forfeiture
    
    
    35
    
    
    
    19Liens on Partly Paid SharesThe Companys lien on shares
    
    
    36
    
    
    
    19Enforcing the lien by selling the shares
    
    
    37
    
    
    
    19Using the proceeds of the sale
    
    
    38
    
    
    
    20Evidence of forfeiture or enforcement of lien
    
    
    39
    
    
    
    20Changing Shares RightsChanging the special rights of shares
    
    
    40
    
    
    
    20More about the special rights of shares
    
    
    41
    
    
    
    21Transferring SharesShare transfers
    
    
    42
    
    
    
    21More about transfers of shares in certificated form
    
    
    43
    
    
    
    21The Company can refuse to register certain transfers
    
    
    44
    
    
    
    22Closing the Register
    
    
    45
    
    
    
    22Overseas branch registers
    
    
    46
    
    
    
    23Persons Automatically Entitled to Shares by LawWhen a shareholder dies
    
    
    47
    
    
    
    23Registering personal representatives
    
    
    48
    
    
    
    23A person who wants to be registered must give notice
    
    
    49
    
    
    
    23Having another person registered
    
    
    50
    
    
    
    23The rights of people automatically entitled to shares by law
    
    
    51
    
    
    
    24Shareholders Who Cannot Be TracedShareholder who cannot be traced
    
    
    52
    
    
    
    24General MeetingsThe Annual General Meeting
    
    
    53
    
    
    
    25Calling a General Meeting
    
    
    54
    
    
    
    25Notice of General Meetings
    
    
    55
    
    
    
    25
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Article No.
    
    Page No.Proceedings at General MeetingsThe chairman of a General Meeting
    
    
    56
    
    
    
    26Security, and other arrangements at General Meetings
    
    
    57
    
    
    
    27Overflow meeting rooms
    
    
    58
    
    
    
    27The quorum needed for General Meetings
    
    
    59
    
    
    
    27The procedure if there is no quorum
    
    
    60
    
    
    
    28Adjourning meetings
    
    
    61
    
    
    
    28Amending resolutions
    
    
    62
    
    
    
    28Voting ProceduresHow votes are taken
    
    
    63
    
    
    
    28How a poll is taken
    
    
    64
    
    
    
    29Where there cannot be a poll
    
    
    65
    
    
    
    29A General Meeting continues after a poll is demanded
    
    
    66
    
    
    
    29Timing of a poll
    
    
    67
    
    
    
    29The chairmans casting vote
    
    
    68
    
    
    
    30The effect of a declaration by the chairman
    
    
    69
    
    
    
    30Voting RightsThe votes of shareholders
    
    
    70
    
    
    
    30Shareholders who owe money to the Company
    
    
    71
    
    
    
    30Suspension of rights on non-disclosure of interest
    
    
    72
    
    
    
    31Votes of shareholders who are of unsound mind
    
    
    73
    
    
    
    33The votes of joint holders
    
    
    74
    
    
    
    33ProxiesAppointment of proxies
    
    
    75
    
    
    
    34Completing proxy forms
    
    
    76
    
    
    
    34Delivering proxy forms
    
    
    77
    
    
    
    35Cancellation of proxys authority
    
    
    78
    
    
    
    36Authority of proxies
    
    
    79
    
    
    
    36Representatives of companies
    
    
    80
    
    
    
    36Challenging votes
    
    
    81
    
    
    
    36DirectorsThe number of directors
    
    
    82
    
    
    
    37Qualification to be a director
    
    
    83
    
    
    
    37Directors fees and expenses
    
    
    84
    
    
    
    37Special pay
    
    
    85
    
    
    
    37Directors expenses
    
    
    86
    
    
    
    38Directors pensions and other benefits
    
    
    87
    
    
    
    38Appointing directors to various posts
    
    
    88
    
    
    
    38Changing DirectorsRetiring directors
    
    
    89
    
    
    
    39
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Article No.
    
    Page No.Eligibility for re-election
    
    
    90
    
    
    
    39Re-electing a director who is retiring
    
    
    91
    
    
    
    39Election of two or more directors
    
    
    92
    
    
    
    39People who can be directors
    
    
    93
    
    
    
    39The power to fill vacancies and appoint extra directors
    
    
    94
    
    
    
    40Removing and appointing directors by an ordinary resolution
    
    
    95
    
    
    
    40When directors are disqualified
    
    
    96
    
    
    
    40Directors MeetingsDirectors meetings
    
    
    97
    
    
    
    41Who can call directors meetings
    
    
    98
    
    
    
    41How directors meetings are called
    
    
    99
    
    
    
    41Quorum
    
    
    100
    
    
    
    41The Chairman of directors meetings
    
    
    101
    
    
    
    42Voting at directors meetings
    
    
    102
    
    
    
    42Directors can act even if there are vacancies
    
    
    103
    
    
    
    42Directors meetings by video conference and telephone
    
    
    104
    
    
    
    42Directors written resolutions
    
    
    105
    
    
    
    43The validity of directors actions
    
    
    106
    
    
    
    43Directors InterestsAuthorisation of directors interests
    
    
    107
    
    
    
    43Directors may have interests
    
    
    108
    
    
    
    44Restrictions on quorum and voting
    
    
    109
    
    
    
    45Confidential information
    
    
    110
    
    
    
    47Directors interests  general
    
    
    111
    
    
    
    47Directors CommitteesDelegating powers to committees
    
    
    112
    
    
    
    48Committee procedure
    
    
    113
    
    
    
    48Directors PowersThe directors management powers
    
    
    114
    
    
    
    48The power to establish local boards
    
    
    115
    
    
    
    49The power to appoint attorneys
    
    
    116
    
    
    
    49Borrowing powers
    
    
    117
    
    
    
    50Borrowing restrictions
    
    
    118
    
    
    
    50Alternate DirectorsAlternate directors
    
    
    119
    
    
    
    51The SecretaryThe Secretary and Deputy and Assistant Secretaries
    
    
    120
    
    
    
    52The SealThe Seal
    
    
    121
    
    
    
    53
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Article No.
    
    Page No.Authenticating DocumentsEstablishing that documents are genuine
    
    
    122
    
    
    
    54ReservesSetting up reserves
    
    
    123
    
    
    
    54DividendsNo dividends are payable except out of profits
    
    
    124
    
    
    
    54Final dividends
    
    
    125
    
    
    
    55Fixed and interim dividends
    
    
    126
    
    
    
    55Dividends not in cash
    
    
    127
    
    
    
    55Calculation and currency of dividends
    
    
    128
    
    
    
    55Deducting amounts owing from dividends and other money
    
    
    129
    
    
    
    56Payments to shareholders
    
    
    130
    
    
    
    56Record dates for payments and other matters
    
    
    131
    
    
    
    57Dividends which are not claimed
    
    
    132
    
    
    
    57Waiver of dividends
    
    
    133
    
    
    
    57Capitalising ReservesCapitalising reserves
    
    
    134
    
    
    
    58Scrip DividendsOrdinary Shareholders can be offered the right to receive
extra shares instead of cash dividends
    
    
    135
    
    
    
    58AccountsAccounting and other records
    
    
    136
    
    
    
    60Location and inspection of records
    
    
    137
    
    
    
    61Sending copies of accounts and other documents
    
    
    138
    
    
    
    61AuditorsActions of auditors
    
    
    139
    
    
    
    61Auditors at General Meetings
    
    
    140
    
    
    
    62Communications with ShareholdersServing and delivering notices and other documents
    
    
    141
    
    
    
    62Notices to joint holders
    
    
    142
    
    
    
    62Notices for shareholders with foreign addresses
    
    
    143
    
    
    
    63When notices are served
    
    
    144
    
    
    
    63Serving notices and documents on shareholders who have died
or are bankrupt
    
    
    145
    
    
    
    63If documents are accidentally not sent or the postal
services are suspended
    
    
    146
    
    
    
    64Signature or authentication of documents
    
    
    147
    
    
    
    64
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Article No.
    
    Page No.Minutes and RecordsMinutes
    
    
    148
    
    
    
    64Availability of records for inspection and notifying the
Registrar of Companies
    
    
    149
    
    
    
    65Winding UpDirectors power to petition
    
    
    150
    
    
    
    65Distribution of assets in kind
    
    
    151
    
    
    
    65Destroying DocumentsDestroying documents
    
    
    152
    
    
    
    66Directors LiabilitiesIndemnity
    
    
    153
    
    
    
    66Insurance and Defence funding
    
    
    154
    
    
    
    67Share WarrantsIssue of Share Warrants
    
    
    155
    
    
    
    69Directors can accept a certificate instead of a Share Warrant
    
    
    156
    
    
    
    69Requesting a Share Warrant
    
    
    157
    
    
    
    69Replacing Share Warrants
    
    
    158
    
    
    
    70Rights of the Bearer
    
    
    159
    
    
    
    70Bearers of Share Warrants participating in securities offers
    
    
    160
    
    
    
    71Communications with Bearers of Share Warrants
    
    
    161
    
    
    
    71Issuing shares to which the Share Warrant relates
    
    
    162
    
    
    
    71ADR DepositaryADR Depositary can appoint proxies
    
    
    163
    
    
    
    72The ADR Depositary must keep a Proxy Register
    
    
    164
    
    
    
    72Appointed Proxies can only attend General Meetings if
properly appointed
    
    
    165
    
    
    
    73Rights of Appointed Proxies
    
    
    166
    
    
    
    73Sending information to an Appointed Proxy
    
    
    167
    
    
    
    73The Company can pay dividends to an Appointed Proxy
    
    
    168
    
    
    
    73The Proxy Register may be fixed at a certain date
    
    
    169
    
    
    
    73The nature of an Appointed Proxys interest
    
    
    170
    
    
    
    74Validity of the appointment of Appointed Proxies
    
    
    171
    
    
    
    74Rights and Restrictions Attached to the B SharesDefinitions
    
    
    172
    
    
    
    75Income
    
    
    173
    
    
    
    76Capital
    
    
    174
    
    
    
    76Redemption
    
    
    175
    
    
    
    77Initial B Share Dividend
    
    
    176
    
    
    
    78Voting at General Meetings
    
    
    177
    
    
    
    78Purchase of Shares
    
    
    178
    
    
    
    78
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Article No.
    
    Page No.Class Rights
    
    
    179
    
    
    
    78Form
    
    
    180
    
    
    
    79Deletion of Articles 172 to 181 when no B Shares in existence
    
    
    181
    
    
    
    79Rights and Restrictions Attached to the Deferred SharesIncome
    
    
    182
    
    
    
    79Capital
    
    
    183
    
    
    
    79Redemption
    
    
    184
    
    
    
    80Attendance and Voting at General Meetings
    
    
    185
    
    
    
    80Form
    
    
    186
    
    
    
    80Class Rights
    
    
    187
    
    
    
    80Transfer and Purchase
    
    
    188
    
    
    
    80Deletion of Articles 182 to 189 when no Deferred Shares in
existence
    
    
    189
    
    
    
    80Approved DepositariesAppointments
    
    
    190
    
    
    
    81Rights of Nominated Proxies
    
    
    191
    
    
    
    81Glossary
    
    
    
    
    
    
    83
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The Companies Acts
 Company Limited by Shares
 ARTICLES OF ASSOCIATION
 
 of
 VODAFONE GROUP PUBLIC LIMITED COMPANY
 PRELIMINARY ARTICLES
 1
    
    Table A and other standard regulations do not applyThe regulations in Table A of the Companies Act 1948, and any similar regulations in the
Companies Actsdo not apply to the Company.2
    
    The meaning of words and phrases used in the Articles2.1
    
    The following table gives the meaning of certain words and phrases as they are used in these
Articles. However, the meaning given in the table does not apply if that is inconsistent with
the context in which a word or phrase appears. After the Articlesthere is a Glossary which
explains various words and phrases. The Glossary is not part of the Memorandumor Articles,
and it does not affect their meaning. Throughout the Articles, those words and expressions
explained in this Article 2.1 are printed in boldand those explained in the Glossary are
printed in italics.
 Words and Phrases
    
    MeaningAct
    
    This means any act of Parliament, enactment or statutory
legislation.Adjusted Total of Capital
and Reserves
    
    This is defined in Article 118.2.
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Words and Phrases
    
    MeaningADR Depositary
    
    A custodian or other person or persons approved by the
directors who:holds sharesin the Companyunder arrangements where either the
custodian or some other person issues American Depositary
Receiptswhich evidence American Depositary Sharesrepresenting
sharesin the Company; and/oris appointed by or on behalf of the Companyto hold Share
Warrants.alternate director
    
    This is defined in Article 119.1.American Depositary
Shares
    
    These represent sharesin the Companyand are evidenced by
American Depositary Receipts.American Depositary
Receipts
    
    These represent American Depositary Shareseither physically or
in the form of Direct Registration Receipts.Appointed Proxy
    
    This is defined in Article 163.1.Appointed Number
    
    The number of Depositary Sharesto which each appointment as a
Nominated Proxyrelates.Approved Depositary
    
    This means someone appointed:to hold the Companysshares or any rights or interests in any
of the Companysshares; andto issue securities, documents of titleor other documents
which 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 will
also be treated as an Approved Depositary. But the arrangements
for the Approved Depositaryto do the things described above
must be approved by the directors. The trustees of any scheme
or arrangements for or principally for the benefit of employees
of the Groupwill also be treated as an Approved Depositary
unless the directors decide otherwise. References in the
Articlesto an Approved Depositaryor to shares held by it
refer only to an Approved Depositaryand to its shares held in
its capacity as an Approved Depositary.approved transfer
    
    This is defined in Article 72.11, for the purposes of Article
72.Articles
    
    The CompanysArticles of Association, including any changes
made to them.Associated Company
    
    This is defined in Article 154.6.Bearer
    
    This is defined in Article 155.1.
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Words and Phrases
    
    MeaningBorrowings
    
    This is defined in Article 118.2.class meeting
    
    This is defined in Article 40.1.Common Seal
    
    Any seal which the Companymay have under the Companies Acts
and which the Companymay use to execute documents.Companies Act 1985
    
    The Companies Act 1985, as amended by the Companies Act 1989
and the Companies Act 2006.Companies Act 2006
    
    The company law provisions of the Companies Act 2006 (as
defined therein), for the time being in force.Companies Acts
    
    The Companies Actsas defined in Section 2 of the Companies Act
2006(where provisions are for the time being in force), the
CREST Regulationsand other legislation relating to companies
and affecting the Company(including any orders, regulations or
other subordinated legislation made under them) in force from
time to time.Companies Communications
Provisions
    
    The meaning of companies communications provisions is given in
the Companies Acts.company
    
    Includes any company, corporate body and any corporation
established anywhere in the world.company representative
    
    This is defined in Article 80.the Company
    
    Vodafone Group Public Limited Company.CREST Regulations
    
    The Uncertificated Securities Regulations 2001.default shares
    
    This is defined in Article 72.1, for the purposes of Article 72.Depositary Shares
    
    The total number of Ordinary Shareswhich are registered in the
name of the Approved Depositaryor its nominee at that time.Direct Registration Receipt
    
    An American Depositary Receiptin uncertificated form, the
ownership of which is recorded in the Direct Registration
System.Direct Registration System
    
    The system maintained by the ADR Depositaryin which the ADR
Depositaryrecords the ownership of Direct Registration
Receipts.direction notice
    
    This is defined in Article 72.3 for the purposes of Article 72.elected shares
    
    This is defined in Article 135.10.equity securities
    
    The meaning of equity securities is given in Section 94
Companies Act 1985.equity shares
    
    Sharesin the capital of the Companywhich are regarded as
equity share capital pursuant to Section 744 Companies Act
1985.
 - 3 -




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Words and Phrases
    
    MeaningFixed Rate Shares
    
    The 7 per cent cumulativefixed rate shares of £1 each in the
Company.Group
    
    This is defined in Article 118.2, for the purposes of Article
118.London Stock Exchange
    
    London Stock Exchange plc.Memorandum
    
    The Memorandum of Association of the Company.Nominated Proxy
    
    Each person the Approved Depositaryhas appointed as a proxy
under Article 190.1.Nominated Proxy Register
    
    This is defined in Article 190.2, for the purposes of Articles
190 and 191.non equity securities
    
    Securitieswhich are not equity securities.operator
    
    CRESTCo Limited or any other operator of a relevant system
under the CREST Regulations.Ordinary Shareholder
    
    A holder of the Companys Ordinary Shares.Ordinary Shares
    
    Ordinary shares of US$0.10 each in the Company.paid-up share or other
security
    
    Includes a shareor other securitywhich is treated or credited
as paid up.pay
    
    Includes any kind of reward or payment for services.prescribed period
    
    This is defined in Article 16.5, for the purposes of Article 16.Procedural Resolution
    
    A resolution or question put to the vote of a General Meeting
of a procedural nature (such as a resolution on a simple
clerical amendment to correct an obvious error in a Substantive
Resolution, a resolution to adjourn a General Meeting or a
resolution on the choice of chairman of a General Meeting).proxy form
    
    This includes any document, electronic formor website based
form which appoints a proxy.Proxy Register
    
    This is defined in Article 164.1.recognised clearing house
    
    A clearing house granted recognition under the Financial
Services and Markets Act 2000.recognised investment
exchange
    
    An investment exchange granted recognition under the Financial
Services and Markets Act 2000.Record Date
    
    This is defined in Article 169.1, for the purposes of Article
169.Record Time
    
    This is defined in Article 191.4, for the purposes of Article
191.Register
    
    The Companysregister of members.
 - 4 -




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Words and Phrases
    
    MeaningRegistered Office
    
    The Companysregistered office or in the case of sending or
supplying any document or information by electronic means or by
means of a website in accordance with the Companies Actsand
these Articles, the address stated for the purpose of receiving
such document or information by electronic means or by means of
a website.Relevant Company
    
    This is defined in Article 154.1, for the purposes of Article
154.relevant securities
    
    The meaning of relevant securities is given in Section 80 of
the Companies Act 1985.relevant system
    
    A relevant systemunder the CREST Regulationswhose operator
allows sharesor other securitiesof the Companyto be
transferred using that system.relevant value
    
    This is defined in Article 135.5, for the purposes of Article
135.rightsof any share
    
    The rights attached to a sharewhen it is issued, or afterwards.rights issue
    
    This is defined in Article 16.5, for the purposes of Article 16.Secretary
    
    Any person appointed by the directors to do work as the company
secretary including where the context allows any assistant or
deputy secretary.securities offer
    
    This is defined in Article 160.3, for the purposes of Article
160.Securities Seal
    
    An official seal kept by the Companyfor sealing securities
issued by the Company, or for sealing documents creating or
evidencing securitiesso issued, as permitted by the Companies
Acts.Share Warrant
    
    A share warrant to bearer issued by the Company.shareholder
    
    A holder of the Companys shares.shareholders meeting
    
    A meeting of shareholdersincluding both a General Meeting of
the Companyand a class meeting.shares
    
    Shares which are in issueat the relevant time.sterling
    
    The currency of the United Kingdom.subsidiary
    
    A subsidiaryas defined in Section 1159 of the Companies Act
2006.subsidiary undertaking
    
    A subsidiary undertakingas defined in Section 1162 of the
Companies Act 2006.Substantive Resolution
    
    Any resolution or question put to the vote of a General Meeting
which is not a Procedural Resolution.
 - 5 -




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Words and Phrases
    
    Meaningtakeover offer
    
    A takeover offer as defined in Section 974 of the Companies Act
2006.termsof a share
    
    The terms on which a sharewas issued.Transfer Office
    
    The place where the Registeris kept or in the case of sending
or supplying any document or information by electronic means or
by means of a website in accordance with the Companies Actsand
these Articles, the address stated for the purpose of receiving
such document or information by electronic means or by means of
a website.UK Listing Authority
    
    The Financial Services Authority in its capacity as the
competent authority for official listing under Part VI of the
Financial Services and Markets Act 2000.United Kingdom
    
    Great Britain and Northern Ireland.US dollars
    
    The currency of the United States of America.working day
    
    A day on which banks in the United Kingdomare generally open
for business, excluding Saturdays, Sundays and public holidays.
 2.2
    
    References to a debentureinclude debenture stockand references to a debenture holder
include a debenture stockholder.2.3
    
    Where the Articlesrefer to a person who is automatically entitled to ashareby law, this
includes a person who is entitled to the share as a result of the death, or bankruptcy, of a
shareholder.2.4
    
    Words which refer to a single number also refer to plural numbers, and the other way around.2.5
    
    Words which refer to males also refer to females and to other persons.2.6
    
    References to a personor peopleinclude companies, unincorporated associationsand so on.2.7
    
    References to officersinclude directors, managers and the Secretary, but not the Companys
auditors.2.8
    
    References to the directorsare to the board of directors unless the way in which directors
is used does not allow this meaning.2.9
    
    Any headings in these Articlesare only included for convenience. They do not affect the
meaning of the Articles.2.10
    
    When an Actor the Articlesare referred to, the version which is current at any particular
time will apply.2.11
    
    Where the Articlesgive any power or authority to anybody, this power or authority can be
used on any number of occasions, unless the way in which the word is used does not allow this
meaning.2.12
    
    Any word or phrase which is defined in the Companies Acts(excluding any modification to them
by a further Actwhich is not in force when these Articlesare adopted) means the
 - 6 -




---



##### 



same in the Articles, unless the Articlesdefine it differently, or the way in which the
word or phrase is used is inconsistent with the definition given in the Companies Acts.2.13
    
    Where the Articlessay that anything can be done by passing an ordinary resolution, this can
also be done by passing a special resolution.2.14
    
    Where the Articlesrefer to changing the amount of sharesthis means doing any or all of the
following:
 
    
    subdividingthe sharesinto other shareswith a smaller nominal value;
    
    consolidatingthe sharesinto other shareswith a larger nominal value; and
    
    dividing shareswhich have been consolidatedinto shareswith a larger nominal value
than the original shareshad.
 2.15
    
    Where the Articlesrefer to any document being made effectivethis means being signed,
sealed, authenticated or executedin some other legally valid way.2.16
    
    Where the Articlesrefer to monthsor years, these are calendar months or years.2.17
    
    Articleswhich apply to fully-paidsharescan also apply to stock. References in those
Articlesto shareor shareholderinclude stockor stockholder.2.18
    
    Where the Articlesrefer to sharesin certificated form, this means that ownership of the
sharescan be transferred using a transfer document (rather than in accordance with the CREST
Regulations) and that a share certificate is usually issued to the owner.2.19
    
    Where the Articlesrefer to sharesin uncertificated form, this means that ownership of the
sharescan be transferred in accordance with the CREST Regulationswithout using a transfer
document and that no share certificate is issued to the owner.2.20
    
    Where the Articlesrefer to a period of clear days, the period does not include the date the
notice is delivered, or treated as being delivered, nor the date of the General Meeting or
other relevant event.2.21
    
    The expressions hard copy form, electronic form and electronic means shall have the
same respective meanings as in the Company Communications Provisions.2.22
    
    The term addresswhen used in relation to communications via electronic means or by means of
a website includes any number or address used for the purposes of such communication.2.23
    
    Where the Articlesrefer to anything that should be in writing, this means it should be
written or produced by any substitute for writing (including anything in electronic form) or
partly one and partly another.
 SHARE CAPITAL
 3
    
    Form of the Companys share capital1 The Companys share capital at the date when these Articles are adopted is
£9,990,050,000 and U.S.$7,800,000,000. This is made up of 50,000 7 per cent. cumulative
 
 1
    
    On 21 July 1999 the share capital of the Company was
increased to £50,000 and US$4,080,000,000 by the creation of an additional
32,640,000,000 ordinary shares of US$0.10 each. - 7 -




---



##### 



fixed rate shares of £1 each 38,563,935,574 B Shares of 15 pence each, 28,036,064,426
Deferred Shares of 15 pence each and 68,250,000,000 ordinary shares of
U.S.$0.113/7 each. FIXED RATE SHARES
 4
    
    Right of Fixed Rate Shares to profits4.1
    
    If the Companyhas profits which are available for distribution and the directors resolve
that these should be distributed, the holders of the Fixed Rate Sharesare entitled, before
the holders of any other class of shares, to be paid in respect of each financial year or
other accounting period of the Companya fixed cumulativepreferential dividend (preferential
dividend) at the rate of 7 per cent. per annum on the nominal valueof the Fixed Rate Shares
which is paid upor treated as paid up.4.2
    
    Subject toArticle 4.3 below, the preferential dividendwill be paid yearly, on 31 March in
respect of each financial year ending on or before that date. If this date is not a working
day, the payment will be made on the next working day.4.3
    
    When the Companyhas to calculate a dividend on the Fixed Rate Sharesfor a period other than
a calendar year ending on 31 March (being another accounting period, the first dividend period
arising for the Fixed Rate Sharesor otherwise), the daily dividend rate will be worked out by
dividing the yearly dividend rate by 365 days. This daily rate will then be multiplied by the
actual number of days which have passed in the relevant period, but not including the date of
payment, to give the amount payable for that period.4.4
    
    Except as provided in this Article, the Fixed Rate Sharesdo not have any other right to
share in the Companysprofits.5
    
    Right of Fixed Rate Shares to capital5.1
    
    If the Companyis wound up(but in no other circumstances involving a repayment of capital or
distribution of assetsto shareholderswhether by reduction of capital, redeemingor buying
back sharesor otherwise), the holders of the Fixed Rate Shareswill be entitled, before the
holders of any other class of sharesto:
 
    
    repayment of the amount paid up or treated as paid upon the nominal valueof each
Fixed Rate Share;
    
    the amount of any dividend which is due for payment on, or after, the date the
winding upcommenced which is payable for a period ending on or before that date. This
applies even if the dividend has not been declaredor earned;
 
 The share capital of the Company was increased to £50,000 and US$7,800,000,000
by the creation of an additional 37,200,000,000 ordinary shares of US$0.10
each with effect from 9 February 2000.Following the admission to the Official List of the consolidated Ordinary
Shares, the share capital of the Company was altered to £9,990,050,000 and
US$7,800,000,000 divided into 50,000 Fixed Rate Shares of £1 each,
66,600,000,000 B Shares of 15 pence each and 68,250,000,000 Ordinary
Shares of 113/7 cents each on 31 July 2006.On 7 August 2006, the share capital of the Company was altered following the
conversion of 28,036,064,426 B Shares of 15 pence each into 28,036,064,426
Deferred Shares of 15 pence each in accordance with the Companys Articles of
Association.
 - 8 -




---



##### 




    
    any arrears of dividendon any Fixed Rate Sharesheld by them. This applies even if
the dividend has not been declaredor earned; and
    
    a proportion of any dividend in respect of the financial year or other accounting
period which began before the winding upcommenced but ends after that date. The
proportion will be the amount of the dividend that would otherwise have been payable
for the period which ends on that date. This applies even if the dividend has not been
declaredor earned.
 5.2
    
    If there is a winding upto which Article 5.1 applies, and there is not enough to pay the
amounts due on the Fixed Rate Shares, the holders of the Fixed Rate Shareswill share what is
available in proportion to the amounts to which they would otherwise be entitled. The holders
of the Fixed Rate Shareswill be given preference over the holders of other classes of shares
which rankbehind them in sharing in the Companysassets.5.3
    
    Except as provided in this Article 5, the Fixed Rate Sharesdo not have any other right to
share in the Companyssurplus assets.6
    
    Voting rights of Fixed Rate Shares6.1
    
    The holders of the Fixed Rate Sharesare only entitled to receive notice of General Meetings,
or to attend, speak and vote at General Meetings, as set out below.
 
    
    If a resolution is to be proposed at the General Meeting to wind upthe Company,
they are entitled to receive notice of the General Meeting and can attend, but are not
entitled to speak or vote.
    
    If a resolution is to be proposed at the General Meeting which would vary or
abrogatethe rightsattached to the Fixed Rate Shares, they are entitled to receive
notice of the General Meeting and are entitled to attend, speak and vote but only in
respect of such resolution or any motion to adjournthe General Meeting before such
resolution is voted on.
 6.2
    
    If the holders of the Fixed Rate Sharesare entitled to vote at a General Meeting, each
holder present in person or by proxy(or, being a company, by a company representative) has
one vote on a show of handsand on a pollevery holder who is present in person or by proxy
(or, being a company, by a company representative) shall have one vote in respect of each
fully paidFixed Rate Share.7
    
    Varying the rights of Fixed Rate SharesThe rightsof the holders of the Fixed Rate Shareswill be regarded as being varied or
abrogatedif any resolution is passed for the reduction of the amount of capital paid up on
the Fixed Rate Sharesbut not for the repayment of the Fixed Rate Sharesat par.Accordingly, this can only take place if:
 
    
    holders of at least three quarters in nominal valueof the Fixed Rate Sharesagree
in writing; or
    
    a special resolutionis passed at a separate class meetingby the holders of the
Fixed Rate Sharesapproving the proposal,
 in accordance with Article 40.
 - 9 -




---



##### 



CHANGING CAPITAL
 8
    
    The power to increase capitalThe shareholderscan increase the Companysshare capital by passing an ordinary resolution.
The resolution must fix the:
 
    
    amount of the increase;
    
    nominal valueof the new shares; and
    
    currency or currencies in which the nominal valueof such shares is to be expressed.
 9
    
    Application of the Articles to new sharesThe provisions of the Articlesabout allotment, payment of calls, transfers, automatic
entitlement by law, forfeiture, lienand all other things apply to new sharesunder Article
8 in the same way as if they were part of the Companysexisting share capital.10
    
    The power to change capitalThe shareholderscan pass ordinary resolutionsto do any of the following:
 
    
    consolidate, or consolidateand then divide, all or any part of the Companysshare
capital into new sharesof a larger nominal valuethan the existing shares;
    
    cancel any shareswhich have not been taken, or agreed to be taken, by any person at
the date of the resolution, and reduce the amount of the Companysshare capital by the
amount of the cancelled shares;
    
    divide some or all of the sharesinto shareswhich are of a smaller nominal value
than is fixed in the Memorandum. This is subject toany restrictions under the
Companies Acts. The resolution can provide that, as between the sharesresulting from
such sub-division, different rightsand restrictions which the Companycan apply to new
sharesmay apply to all or any of the different divided shares.
 11
    
    Fractions of shares11.1
    
    If any sharesare consolidatedor divided, the directors have power to deal with any
fractions of shareswhich result or any other difficulty that arises. If the directors decide
to sell any sharesrepresenting fractions, they must do so for the best price reasonably
obtainable and distribute the net proceeds of sale among shareholdersin proportion to their
fractional entitlements in accordance with their rightsand interests. The directors can sell
to any person (including the Company, if the Companies Actsallow this) and can authorise any
person to transfer those sharesto the buyer or in accordance with the buyers instructions.
The buyer does not need to take any steps to see how any money he paid is used. Nor will his
ownership be affected if the sale was irregular or invalid in any way.
 - 10 -




---



##### 



11.2
    
    So far as the Companies Actsallow, when sharesare consolidatedor divided, the directors
can treat a shareholders shareswhich are held in certificated formand in uncertificated
formas separate shareholdings. The directors can also arrange for any shareswhich result
from a consolidationor division and which represent rights to fractions of sharesto be
entered in the Registeras sharesin certificated formwhere this makes it easier to sell
them.12
    
    The power to reduce capitalThe Companys shareholderscan pass a special resolutionto reduce in any way:
 
    
    the Companysshare capital; or
    
    any capital redemption reserve, share premium accountor other undistributable
reserve.
 This is subject toany restrictions under the Companies Acts.
 13
    
    Buying back sharesThe Companycan buy back, or agree to buy back in the future, any sharesof any class
(including redeemableshares) in accordance with the Companies Acts. However, if the Company
has other sharesin issuewhich are admitted to the official list maintained by the UK
Listing Authorityand which are convertible at any time into the class of equity sharesto
be repurchased, the holders of the convertible sharesmust first pass a special resolution
approving the buy-back at a separate class meeting. A resolution is not required, however,
if the terms on which the convertible shareswere issuedallow the buy-back.
 SHARES
 14
    
    The special rights of new shares14.1
    
    If the Companyissuesnew shares, the new sharescan have any rightsor restrictions attached
to them. The rightscan take priority over the rightsof existing shares, or existing shares
can take priority over them, or the new sharesand the existing sharescan rankequally. These
rightsand restrictions can apply to sharing in the Companysprofits or assets. Other rights
and restrictions can also apply, for example to the right to vote.14.2
    
    The powers conferred by Article 14.1 are subject tothe provisions of Article 14.5.14.3
    
    The rightsand restrictions referred to in Article 14.1 can be decided by an ordinary
resolutionpassed by the shareholders. The directors can also take these decisions if they do
not conflict with any resolution passed by the shareholders.14.4
    
    If the Companies Actsallow this, the rightsof any new sharescan include rightsfor the
holder and/or the Companyto have them redeemed.14.5
    
    The ability to attach particular rightsand restrictions to new sharesmay be restricted by
special rightspreviously given to holders of any existing shares.
 - 11 -




---



##### 



15
    
    The directors power to deal with shares15.1
    
    The directors can decide how to deal with any shareswhich have not been issued. The
directors can:
 
    
    allotthem on any terms, which can include the right to transfer the allotmentto
another person before any person has been entered on the Register. This is known as the
right to renouncethe allotment(see also Article 18);
    
    grant options to give people a right to acquire sharesin the future; or
    
    dispose of the sharesin any other way.
 15.2
    
    The directors are free to decide with whom they deal, when they deal with the shares, and the
terms on which they deal.15.3
    
    For the purposes of Article 15.1, the directors must comply with:
 
    
    the provisions of the Companies Actsrelating to authority, pre-emption rightsand
other matters; and
    
    any resolution of a General Meeting which is passed under the Companies Acts.
 16
    
    The directors authority to allot relevant securities and equity securities16.1
    
    This Article regulates the authority of the directors to allotrelevant securitiesand their
power to allotequity securitiesfor cash.16.2
    
    The directors are authorised, generally and without conditions, under Section 80 of the
Companies Act 1985, to allotrelevant securities. They are authorised to allotthem for any
prescribed period. The maximum amount of relevant securitieswhich the directors can allotin
each prescribed periodis the Section 80 Amount.16.3
    
    Under the directors general authority in Article 16.2, they have the power to allotequity
securities, entirely paid for in cash, free of the restriction in Section 89(1) of the
Companies Act 1985. They have the power to allotthem for any prescribed period. There is no
maximum amount of equity securitieswhich the directors can allotwhen the allotmentis in
connection with a rights issue. In all other cases, the maximum amount of equity securities
which the directors can allotis the Section 89 Amount.16.4
    
    During any prescribed period, the directors can make offers and enter into agreements which
would, or might, require sharesor other securitiesto be allottedafter that period has
ended.16.5
    
    For the purposes of this Article:
 
    
    rights issuemeans an offer of equity securitieswhich is open for a period decided
on by the directors to the people who are registered on a particular date (chosen by
the directors) as holders of:
 (i)
    
    Ordinary Shares, in proportion to their holdings of Ordinary
Shares; and(ii)
    
    other classes of equity securitiesor non equity securities
which give them the right to receive the offer in accordance with their rights.
 However, the directors can do the following things (and the issue will still be
treated as a rights issuefor the purpose of this Article if they do so):
 - 12 -




---



##### 




    
    sell any fractions of equity securitiesto which people would be entitled
and keep the net proceeds for the Companysbenefit or make other appropriate
arrangements to deal with such fractions;
    
    make the rights issuesubject toany limits or restrictions which the
directors think are necessary or appropriate to deal with legal or practical
problems under the laws of any territory, or under the requirements of any
recognised regulatory body, or stock exchange, in any territory or as a result
of sharesbeing represented by American Depositary Shares; or
    
    treat a shareholdersholdings in certificated formand uncertificated form
as separate shareholdings.
 
    
    prescribed periodmeans in the first instance the period ending on the date of the
Annual General Meeting in 2000 or on 24 August 2000, whichever is the earlier. After
this, the prescribed periodmeans a period of no more than five years fixed by the
shareholdersby passing a resolution at a General Meeting. The shareholderscan, by
passing further resolutions, renew or extend this power (including the first prescribed
period), for periods of no more than five years each. Such resolutions can take the
form of:
 
    
    an ordinary resolutionfixing a period under Article 16.2; or
    
    a special resolutionfixing a period under Article 16.3; or
    
    a special resolutionfixing identical periods under Article 16.2 and under
Article 16.3; or
    
    a special resolutionfixing different periods under Article 16.2 and under
Article 16.3.
 
    
    The Section 80 Amountfor the first prescribed periodis that fixed at the
Extraordinary General Meeting of the Companyheld on 24 May 1999, being
U.S.$816,000,000. For any subsequent prescribed periodthe Section 80 Amountis that
stated in a relevant resolution passed by the shareholdersat a General Meeting.
    
    The Section 89 Amountfor the first prescribed periodis that fixed at the
Extraordinary General Meeting of the Companyheld on 24 May 1999, being
U.S.$30,223,864. For any subsequent prescribed periodthe Section 89 Amountis that
stated in a relevant special resolutionpassed by the shareholdersat a General
Meeting.
    
    In working out any maximum amounts of securitiesreferred to in this Article, the
nominal valueof rights to subscribe forshares, or to convert any securitiesinto
shares, will be taken as the nominal valueof the shareswhich would be allottedif the
subscriptionor conversion takes place.
 17
    
    Power to pay commission and brokerage17.1
    
    The Companycan use all the powers given by the Companies Actsto pay commission or brokerage
to any person who:
 
    
    applies, or agrees to apply, for any new shares; or
 - 13 -




---



##### 




    
    gets anybody else to apply, or agree to apply for, any new shares.
 17.2
    
    The rate per cent or amount of the commission paid or agreed to be paid must be disclosed as
required by the Companies Actsand must not exceed 10 per cent of the price at which the
sharesin respect of which the commission is paid are issued(or an equivalent amount).18
    
    Renunciations of allotted but unissued sharesWhere a sharehas been allottedto a person but that person has not yet been entered on the
Register, the directors can recognise a transfer (called a renunciation) by that person of
his right to the sharein favour of some other person. The ability to renounce allotments
only applies if the terms on which the shareis allottedare consistent with renunciation.
The directors can impose terms and conditions regulating renunciationrights and can allow
renunciationrights to be participating securities (as defined in the CREST Regulations) in
their own right.19
    
    No trusts or similar interests recognised19.1
    
    The Companywill only be affected by, or recognise, a current and absolute right to whole
shares. The fact that any share, or any part of a share, may not be owned outright by the
registered owner is not of any concern to the Company, for example if a shareis held on any
kind of trust.19.2
    
    The only exception to what is said in Article19.1 is for any right:
 
    
    which is expressly given by these Articles; or
    
    which the Companyhas a legal duty to recognise.
 SHARES IN UNCERTIFICATED FORM
 20
    
    Holding shares in uncertificated form and effect of the CREST Regulations20.1
    
    Subjectto the Articlesand so far as the Companies Actsallow this, the directors can decide
that any class of sharescan:
 
    
    be held in uncertificated formand that title to such sharescan be transferred
using a relevant system; or
    
    no longer be held and transferred in uncertificated form.
 20.2
    
    These Articlesdo not apply to sharesof any class which are held in uncertificated formto
the extent that the Articlesare inconsistent with the:
 
    
    holding of sharesof that class in uncertificated form;
    
    transfer of title to sharesof that class by means of a relevant system; or
    
    CREST Regulations.
 - 14 -




---



##### 



SHARE CERTIFICATES
 21
    
    Certificates21.1
    
    When a shareholderis first registered as the holder of any class of sharesin certificated
form, he is entitled to receive, free of charge, one certificate for all the sharesin
certificated formof that class which he holds. If he holds sharesof more than one class in
certificated form, he is entitled to receive a separate share certificate for each class.21.2
    
    The Companymust also observe any requirements of the CREST Regulationswhen issuing share
certificates. Where the Companies Actsallow, the Companydoes not need to issue share
certificates.21.3
    
    If a shareholderreceives more sharesin certificated formof any class he is entitled,
without charge, to another certificate for the additional shares.21.4
    
    If a shareholdertransfers part of his sharescovered by a certificate, he is entitled, free
of charge, to a new certificate for the balance if the balance is also held in certificated
form. The old certificate will be cancelled.21.5
    
    The Companydoes not have to issue more than one certificate for any sharein certificated
form, even if that shareis held jointly.21.6
    
    When the Companydelivers a certificate to one joint holder of sharesin certificated form,
this is treated as delivery to all of the joint shareholders.21.7
    
    If requested in writing to do so, the Companycan deliver a certificate to a broker or agent
who is acting for a person who is buying sharesin certificated form, or who is having shares
transferred to him in certificated form.21.8
    
    The directors can decide how share certificates are made effective. For example, they can be:
 
    
    signed by two directors or one director and the Secretary;
    
    sealed with the Common Sealor the Securities Seal(or in the case of shareson a
branch Register, an official seal for use in the relevant territory); or
    
    printed, in any way, with a copy of the signature of those directors and the
Secretary. The copy can be made or produced mechanically, electronically or in any
other way the directors approve.
 21.9
    
    A share certificate must state the number and class of sharesto which it relates and the
amount paid-upon those shares. It cannot be for sharesof more than one class.21.10
    
    If all the issuedsharesof the Company, or a particular class of shares, are fullypaid up
and rankequally with each other for all purposes, none of those shareswill (unless the
directors pass a resolution to the contrary) have a distinguishing number as long as it
remains fullypaid upand ranksequally for all purposes with all the sharesof the same class
which are issuedand fullypaid up.21.11
    
    The time limit for the Companyto prepare a share certificate for sharesin certificated
formis:
 
    
    one month after the allotmentof a new share;
 - 15 -




---



##### 




    
    five working daysafter a valid transfer of fully-paidsharesis presented for
registration;
    
    two months after a valid transfer of partly-paidsharesis presented for
registration; or
    
    where a request relating to Share Warrantshas been made in accordance with Article
162.1, as set out in Article 162.3.
 21.12
    
    Article 21.11 only applies to the extent that the terms of issue of sharesdo not provide
otherwise.21.13
    
    Share certificates will also be prepared and sent earlier where either the London Stock
Exchangeor the UK Listing Authorityrequires it.22
    
    Replacement share certificates22.1
    
    If a shareholderhas four or more share certificates for sharesof the same class which are
in certificated form, he can ask the Companyfor these to be cancelled and replaced by a
single new certificate. The Companymust comply with this request, without making a charge for
doing so.22.2
    
    A shareholdercan ask the Companyto cancel and replace a single share certificate with two
or more certificates, for the same total number of shares. The Company, upon the payment by
the shareholderof a reasonable sum determined by the directors, must comply with this
request.22.3
    
    A shareholdercan ask the Companyfor a new certificate if the original is:
 
    
    damaged or defaced; or
    
    lost, stolen, or destroyed.
 22.4
    
    If a certificate has been damaged or defaced, the Companycan require satisfactory evidence
and for the certificate to be delivered to it before issuing a replacement. If a certificate
is lost, stolen or destroyed, the Companycan require satisfactory evidence, together with an
indemnity, before issuing a replacement. In each case the directors can impose such other
terms as they think fit.22.5
    
    The directors can require the shareholderto pay the Companysexceptional out-of-pocket
expenses for issuing any share certificates under Article 22.3.22.6
    
    Any one joint shareholdercan request replacement certificates under this Article.
 CALLS ON SHARES
 23
    
    The directors can make calls on sharesThe directors can callon shareholdersto pay any money which has not yet been paid to the
Companyfor their shares. This includes both the nominal valueof the sharesand any premium
which may be payable. If the termsof issue of the sharesallow this, the directors can:
 
    
    make callsas often, and whenever, they think fit;
 - 16 -




---



##### 




    
    decide when and where the money is to be paid;
    
    decide that the money can be paid by instalments; or
    
    wholly or partly revokeor postpone any call.
 A callis treated as having been made as soon as the directors pass a resolution authorising
it.
 24
    
    The liability for calls24.1
    
    A shareholderwho has received at least 14 days notice giving details of the amount called,
the time (or times) and place or address for payment must pay the callas required by the
notice. Joint shareholdersare liable jointly and severallyto pay any money calledfor in
respect of their shares.24.2
    
    A shareholderdue to pay the amount calledshall still have to pay the calleven if, after
the callwas made, he transfers the sharesto which the callrelated.25
    
    Interest and expenses on unpaid callsIf a callis made and the money due remains unpaid, the shareholderis liable to pay
interest on the money and any expenses incurred by the Companybecause of his failure to pay
the callon time. The interest will run from the day the money is due until it has actually
been paid. The yearly interest rate will be a reasonable rate fixed by the directors (or,
where they do not fix a reasonable rate, 10 per cent). The directors can decide not to
charge any or all of such expenses and interest.26
    
    Sums which are payable when a share is allotted are treated as a callIf the terms of a sharerequire any money to be paid at the time the shareis allotted, or
at any fixed date (whether in relation to the nominal valueof the sharesor any premium
which may apply), then the liabilityto pay the money will be treated in the same way as a
liabilityfor a valid callfor money on shareswhich is due on the same date. If this money
is not paid, everything in the Articlesrelating to non-payment of callsapplies. This
includes Articleswhich allow the Companyto forfeitor sell sharesand to claim interest.27
    
    Calls can be for different amountsOn an issueof shares, if the termsof such sharesallow, the directors can decide that
allotteesor the subsequent holders of such sharescan be calledon to pay different
amounts, or that they can be calledon at different times.28
    
    Paying calls early28.1
    
    The directors can accept payment in advance of some or all of the money due from a
shareholderbefore he is calledon to pay the money. The directors can agree to pay interest
on money paid in advance until it would otherwise be due to the Companyat a rate (up to a
maximum yearly interest rate of 10 per cent) agreed between the directors and the shareholder.
 - 17 -




---



##### 



28.2
    
    The money which is paid in advance in this way shall not be included in calculating the
dividend payable on the sharesin respect of which the money paid in advance has been paid.
 FORFEITING SHARES
 29
    
    Notice following non-payment of a callArticles 29 to 39 apply if a shareholderfails to pay the whole amount of a call, or an
instalment of a call, by the date on which it is due. The directors can serve a notice on
him any time after the date on which the callor the instalment is due, if the whole amount
immediately due has not been paid.30
    
    Contents of the noticeA notice served under Article 29 must:
 
    
    demand payment of the amount immediately payable, plus any interest;
    
    give a date by when the total must be paid, but this must be at least 14 days after
the notice is served on the shareholder;
    
    state where the payment(s) must be made; and
    
    state that if the full amount demanded is not paid by the time and at the place or
address stated, the Companycan forfeitthe shareson which the callor instalment was
due.
 31
    
    Forfeiture if the notice is not complied withIf a notice served under Article 29 is not complied with, the sharesto which it relates can
be forfeitedat any time while any amount (including interest) is still outstanding. This is
done by the directors passing a resolution stating that the shareshave been forfeited.32
    
    Forfeiture will include unpaid dividendsAll dividends which are due on (and other money payable in respect of) the forfeitedshares,
but not yet paid, will also be forfeited.33
    
    Dealing with forfeited shares33.1
    
    The directors can sell, dispose of or re-allotany forfeitedshareon any terms and in any
way that they decide. The Companymay keep the consideration received from doing this. The
directors can, if necessary, authorise any person to transfer a forfeitedshareto any other
person and may cause such other person to be registered as the holder of the share.33.2
    
    The new shareholdersownership of the sharewill not be affected if the steps taken to
forfeitthe share, or the sale or disposal of the share, were invalid or irregular, or if
anything that should have been done was not done, and the new shareholderis not obliged to
enquire as to how the purchase money (if any) is used.
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34
    
    Cancelling forfeiture34.1
    
    After a sharehas been forfeited, the directors can cancel the forfeiture. But they can only
do this before the sharehas been sold, re-allottedor disposed of. This can be on any terms
that they decide.34.2
    
    If a sharehas not been sold or disposed of after three years from the date of forfeiture,
the directors must cancel the share.35
    
    The position of shareholders after forfeiture35.1
    
    A shareholderloses all rights in connection with forfeitedshares. If the sharesare in
certificated form, he must surrender any certificate for those sharesto the Companyfor
cancellation. A person is still liable to pay callswhich have been made, but not paid, before
the forfeitureof his shares. He must also pay interest on the unpaid amount (at the rate of
interest which was payable on the unpaid amount before the forfeiture) until it is paid. If no
interest was payable before the forfeitureon the unpaid amount, the directors can fix the
rate of interest on the unpaid amount, but it must not be more than 10 per cent a year, until
it is paid.35.2
    
    The shareholdercontinues to be liable for all claims and demands which the Companycould
have made relating to the forfeitedshare. He is not entitled to any credit for the value of
the sharewhen it was forfeitedor for money received by the Companyunder Article 33, unless
the directors decide to allow credit for all or any of that value. The directors may also
decide to waive any payment due either completely or in part.
 LIENS ON PARTLY PAID SHARES
 36
    
    The Companys lien on sharesThe Companyhas a lienon all partly-paidshares. This lienhas priority over claims of
others to the sharesand extends to all dividends and other money payable on the sharesor
in respect of them. This lienis for any money owed to the Companyfor the shares. The
directors can decide to give up any lienwhich has arisen or that any sharefor a specified
period of time be entirely or partly exempt from this Article. They can also decide to
suspend any lienwhich would otherwise apply to particular shares. Unless otherwise agreed,
the registration of a transfer of any shareover which the Companyhas a lienshall operate
as a waiver of that lien.37
    
    Enforcing the lien by selling the shares37.1
    
    If the directors want to enforce the lienreferred to in Article 36, they can sell some or
all of the sharesin any way they decide. The directors can authorise someone to transfer the
sharessold. But they cannot sell the sharesuntil all of the following conditions are met:
 
    
    the money owed by the shareholdermust be immediately payable;
    
    the directors must have given a notice in writing to the shareholder. This notice
must say how much is due. It must also demand that this money is paid, and say that the
shareholders sharescan be sold if the money is not paid;
 - 19 -




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
    
    the notice in writing must have been sent to or served on the shareholder, or on any
person who is automatically entitled to thesharesby law; and
    
    the money has not been paid by at least 14 days after the notice has been served.
 37.2
    
    The new shareholdersownership of the sharewill not be affected if the sale or disposal of
the sharewas invalid or irregular, or if anything that should have been done was not done and
is not obliged to enquire as to how the purchase money (if any) is used.38
    
    Using the proceeds of the saleIf the directors sell any sharesunder Article 37, the net proceeds will first be used to
pay off the amount which is then payable to the Company. The directors will pay any money
left over to the former shareholder, or to any person who would otherwise be automatically
entitled to thesharesby lawprovided that the Companyslienwill also apply to any money
left over, to cover any money still due to the Companywhich is not yet payable: the Company
has the same rights over this money as it had over the sharesimmediately before they were
sold. If the sharesare in certificated form, the Companyneed not pay over anything left
under this Article until the certificate representing the sharessold has been delivered to
the Companyfor cancellation.39
    
    Evidence of forfeiture or enforcement of lienA director, or the Secretary, can make a statutory declarationdeclaring:
 
    
    that he is a director or the Secretaryof the Company;
    
    that a sharehas been properly forfeitedor sold to satisfy a lienunder the
Articles; and
    
    when the sharewas forfeitedor sold.
 This will be conclusive evidence of these facts which cannot be disputed as against all
persons claiming to be entitled to the share.
 CHANGING SHARE RIGHTS
 40
    
    Changing the special rights of shares40.1
    
    If the Companysshare capital is split into different classes of share, and if the Companies
Actsallow this and unless the Articlesor rightsattached to any class of sharesay
otherwise, the special rightswhich are attached to any of these classes of sharecan be
varied or abrogatedif this is approved by a special resolutionin accordance with Articles 40
and 41. This must be passed at a separate meeting of the holders of the relevant class of
shares. This is called a class meeting. Alternatively, the holders of at least three-quarters
of the existing sharesof the relevant class (by nominal value) can give their consent in
writing.40.2
    
    The special rightsof a class of sharescan be varied or abrogatedwhile the Companyis a
going concern, or while the Companyis being wound up, or if winding upis being considered.
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40.3
    
    All the Articlesrelating to General Meetings apply, with any necessary changes, to a class
meeting, but with the following adjustments:
 
    
    At least two people who hold (or who act as proxiesfor) at least one third of the
total nominal valueof the existing sharesof the class are a quorum. However, if this
quorumis not present at an adjournedclass meeting, one person who holds sharesof the
class, or his proxy, is a quorum, regardless of the number of shareshe holds.
    
    Anybody who is personally present, or who is represented by a proxy, can demand a
poll.
    
    On a poll, the holders of shareswill have one vote for every shareof the class
which they hold.
 40.4
    
    This Article also applies to the variation or abrogationof special rightsof sharesforming
part of a class. Each part of the class which is being treated differently is viewed as a
separate class in operating this Article.41
    
    More about the special rights of sharesThe special rightsof sharesor of any class of sharesare not regarded as varied or
abrogatedif:
 
    
    new sharesare created, or issued, which rankequally with or behind those sharesor
that class of sharesin sharing in profits or assetsof the Company;
    
    the Companyredeemsor buys back its own shares.
 But this does not apply if the termsof the sharesor class of sharesexpressly provide
otherwise.
 TRANSFERRING SHARES
 42
    
    Share transfers42.1
    
    Unless the Articlesprovide otherwise, any shareholdercan transfer some or all of his shares
to another person.42.2
    
    Every transfer of sharesin certificated formmust be in writing, and either in the usual
standard form, or in any other form approved by the directors.42.3
    
    Transfers of uncertificated sharesare to be carried out using a relevant systemand must
comply with the CREST Regulations.43
    
    More about transfers of shares in certificated form43.1
    
    The transfer form for sharesin certificated formmust be delivered to the Transfer Office
(or any other place the directors may decide). The directors may refuse to recognise a
transfer unless the transfer form:
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
    
    has with it the share certificate for the sharesto be transferred and any other
evidence which the directors ask for to prove that the person wishing to make the
transfer is entitled to do this;
    
    is properly stamped (for payment of stamp duty) where this is required;
    
    is being used to transfer only one class of shares; and
    
    is in favour of not more than four joint holders.
 43.2
    
    However, if a transfer is by a recognised clearing houseor its nominee or by a recognised
investment exchange, a share certificate is only needed if a certificate has been issued for
the sharesin question.43.3
    
    If the sharebeing transferred is a fullypaid-upshare, a share transfer form must be signed
by the person making the transfer. If the transfer is being made by a company, the share
transfer form does not need to be under that companysseal.43.4
    
    If the sharebeing transferred is not a fullypaid-upsharea share transfer form must also
be signed by the person to whom the shareis being transferred. If the transfer is being made
to a company, the transfer form does not need to be under that companysseal.43.5
    
    The person making a transfer of shareswill be treated as continuing to be the shareholder
until the name of the person to whom a shareis being transferred is put on the Registerfor
that share.43.6
    
    No fee is payable to the Companyfor transferring sharesor registering changes relating to
the ownership of shares.44
    
    The Company can refuse to register certain transfers44.1
    
    The directors can refuse to register a transfer of any sharesin certificated formwhich are
not fullypaid-up. If any of those sharesare admitted to the official list maintained by the
UK Listing Authority, the directors cannot refuse to register a transfer if this would stop
dealings in the sharesfrom taking place on an open and proper basis.44.2
    
    If the directors decide not to register a transfer of a share, they must notify in writing
the person to whom such sharewas to be transferred and the person intending to transfer such
share, of the decision not to register the transfer. Such notice shall give reasons for the
decision to refuse registration. This must be done no later than two months after the Company
receives either the transfer (in the case of a sharein certificated form) or the operator
instruction (in the case of a sharein uncertificated form).45
    
    Closing the RegisterThe directors can decide to suspend the registration of transfers by closing the Register.
This can be for part of a day, a day, or more than a day. Suspension periods can vary
between different classes of shares. But the Registercannot be closed for more than 30 days
a year. In the case of sharesin uncertificated form, the Registermust not be closed
without the consent of the operatorof a relevant system.
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46
    
    Overseas branch registersThe Companycan use all the powers that the Companies Actsgive to keep an overseas branch
register. The directors can make and change any regulations they decide on relating to this
register, as long as the Companies Actsallow this.
 PERSONS AUTOMATICALLY ENTITLED TO SHARES BY LAW
 47
    
    When a shareholder dies47.1
    
    When a sole shareholderdies (or a shareholderwho is the last survivor of joint shareholders
dies), his legal personal representativeswill be the only people whom the Companywill
recognise as being entitled to his shares.47.2
    
    If a shareholderwho is a joint shareholderdies, the remaining joint shareholderor
shareholders will be the only people who the Companywill recognise as being entitled to his
shares.47.3
    
    This Article does not discharge the estate of any joint shareholderfrom any liability.48
    
    Registering personal representativesA person who becomes automatically entitled to ashareby lawcan either be registered as
the shareholder, or can select some other person to whom the shareis to be transferred. The
person who is automatically entitled by lawmust provide any evidence of his entitlement
which is reasonably required by the directors.49
    
    A person who wants to be registered must give noticeIf a person who is automatically entitled tosharesby lawwants to be registered as a
shareholder, he must deliver or send a notice to the Companysaying that he has made this
decision. He must sign or authenticate this notice in accordance with Article 147, and it
must be in the form which the directors require. This notice will be treated as a transfer
form and all of the provisions of these Articlesabout registering transfers of sharesapply
to it. The directors have the same power to refuse to register the automatically entitled
person as they would have had in deciding whether to register a transfer by the person who
was previously entitled to the shares.50
    
    Having another person registeredIf a person who is automatically entitled to ashareby lawwants the shareto be
transferred to another person, he must do the following:
 
    
    for a sharein certificated formsign a transfer form to the person he has selected;
and
    
    for a sharein uncertificated formtransfer such shareusing a relevant system.
 The directors have the same power to refuse to register the person selected as they would
have had in deciding whether to register a transfer by the person who was previously
entitled to the shares.
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---



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51
    
    The rights of people automatically entitled to shares by law51.1
    
    A person who is automatically entitled to ashareby lawis entitled to any dividends or
other money relating to the share, even though he is not registered as the holder of that
share. However, if the directors have served a notice on any such person requesting him to
choose between registering himself or transferring the share, and such person does not comply
with the notice within 90 days, the directors can withhold the dividend and other money until
the notice has been properly complied with.51.2
    
    Unless and until he is registered as a shareholderthe person automatically entitled to a
shareby lawis not entitled:
 
    
    to receive notices of General Meetings, or to attend or vote at these meetings; and
    
    (subject toArticle 51.1) to any of the other rights and benefits of being a
shareholder,
 unless the directors decide to allow this.
 SHAREHOLDERS WHO CANNOT BE TRACED
 52
    
    Shareholder who cannot be traced52.1
    
    The Companycan sell any sharesat the best price reasonably obtainable if:
 
    
    during the previous 12 years, at least three dividends on the shareshave been
payable and none has been claimed;
    
    after this 12-year period, the Companyannounces that it intends to sell the shares
by placing an advertisement in a United Kingdomnational newspaper and in a newspaper
appearing in the area which includes the address held by the Companyfor serving
notices relating to the shares; and
    
    during this 12-year period, and for three months after the last advertisement
appears in the newspapers, the Companyhas received no indication as to the whereabouts
or existence of the shareholderor any person who is automatically entitled to the
sharesby law.
 52.2
    
    To sell any sharesin this way, the Companycan authorise any person to transfer the shares.
This transfer will be just as effective as if it had been made by the registered holder of the
shares, or by a person who is automatically entitled to thesharesby law. The ownership of
the person to whom the sharesare transferred will not be affected even if the sale is
irregular or invalid in any way.52.3
    
    The net sale proceeds belong to the Companyuntil claimed under this Article, but it must pay
these to the shareholderwho could not be traced, or to the person who is automatically
entitled to thesharesby law, if that shareholder, or that other person, asks for it.52.4
    
    The Companymust record the name of that shareholder, or the person who was automatically
entitled to thesharesby law, as a creditor for this money in its accounts. The money is not
held on trust, and no interest is payable on the money. The Companycan keep any money which
it has earned on the net sale proceeds. The Companycan use the money for its business, or it
can invest the money in any way that the directors decide. But
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---



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the money cannot be invested in the Companys shares, or in the sharesof any holding
companyof the Company.52.5
    
    In the case of uncertificated shares, this Article is subject toany restrictions which apply
under the CREST Regulations.
 GENERAL MEETINGS
 53
    
    The Annual General MeetingExcept as provided in the Companies Acts, the Companymust hold an Annual General Meeting
once in each period of six months beginning with the day following the Companysaccounting
reference date, in addition to any other General Meetings which are held in the year. The
notice calling the Annual General Meeting must say that the meeting is the Annual General
Meeting. The Annual General Meeting must be held in accordance with the Companies Acts. The
directors must decide when and where to hold the Annual General Meeting.54
    
    Calling a General MeetingThe directors can decide to call a General Meeting at any time. General Meetings must also
be called promptly in response to a requisitionby shareholders under the Companies Acts. If
a General Meeting is not called in response to such a request by shareholders, it can be
called by the shareholderswho requested the General Meeting in accordance with the
Companies Acts. Any General Meeting requisitionedin this way by shareholdersshall be
called in the same manner as nearly as possible to that in which General Meetings are called
by the directors. The directors must decide when and where to hold a General Meeting.55
    
    Notice of General Meetings55.1
    
    At least 21 clear days notice in writing must be given for every Annual General Meeting. For
every other General Meeting at least 14 clear days notice in writing must be given.However, a shorter period of notice can be given:
 
    
    for an Annual General Meeting, if all the shareholders entitled to attend and vote
agree; or
    
    for any other General Meeting, if a majority of the shareholdersentitled to attend
and vote agree and those shareholdershold at least 95 per cent by nominal valueof the
shareswhich can be voted at the meeting.
 55.2
    
    Any notice of General Meeting must state:
 
    
    where the General Meeting is to be held;
    
    the date and time of the General Meeting;
    
    the general nature of the business of the General Meeting;
    
    if any resolution will be proposed as a special resolution; and
 - 25 -




---



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
    
    in a reasonably prominent place that a shareholderentitled to attend and vote can
appoint one or more proxies(who need not be shareholders) to exercise all or any of
his rights to attend, speak and vote instead of that shareholder.
 55.3
    
    Notices of General Meetings must be given to the shareholders, except in cases where the
Articlesor the rightsattached to the sharesstate that the holders are not entitled to
receive them from the Company. Notice must also be given to the Companysauditors. The day
when the notice is served (see Article 144), or is treated as served, and the day of the
General Meeting do not count towards the period of notice. In relation to any class of shares
some of which are in uncertificated formthe Companycan decide that only people who are
entered on the Registerat the close of business on a particular day are entitled to receive
such a notice. That day shall be a day chosen by the Companyand falling not more than 21 days
before the notice is sent.55.4
    
    Unless the Companies Act 2006does not require it, the Companymust, on the requisition in
writing of such number of shareholdersas is specified in the Companies Act 2006, send to
shareholders:
 
    
    entitled to receive notice of the next Annual General Meeting notice of any
resolution which may properly be proposed and is intended to be proposed at that
meeting; and
    
    entitled to receive notice of any General Meeting any statement of not more than one
thousand words with respect to the matter referred to in any proposed resolution or the
business to be dealt with at that meeting.
 Notice of any such resolution shall be given, and any such statement shall be circulated, to
shareholdersof the Companyentitled to have notice of the General Meeting sent to them.
Subject to the Companies Act 2006, the cost of this, unless the Companydecides otherwise,
must be borne by the requisitionists.
 PROCEEDINGS AT GENERAL MEETINGS
 56
    
    The chairman of a General Meeting56.1
    
    The Chairman of the directors will be the chairman at every General Meeting, if he is present
and willing to take the chair.56.2
    
    If the Companydoes not have a Chairman, or if the Chairman is not present and willing to
chair the General Meeting, a Deputy Chairman will chair the meeting if he is present and
willing to take the chair.56.3
    
    Where there is more than one Deputy Chairman at a General Meeting and there is more than one
present, and the Chairman is not there, the Deputy Chairman to take the chair will be the
longest serving Deputy Chairman present.56.4
    
    If the Companydoes not have a Chairman or a Deputy Chairman, or if neither the Chairman or
any Deputy Chairman are present and willing to chair the General Meeting, after waiting ten
minutes from the time that a meeting is due to start, the directors who are present will
choose one of themselves to act as chairman. If there is only one director present, he will be
chairman if he is willing.
 - 26 -




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56.5
    
    If there is no director present and willing to be chairman, then a shareholdermay be elected
to be the chairman by a resolution of the Companypassed at the General Meeting.56.6
    
    To avoid any doubt, nothing in these Articlesrestricts or excludes any of the powers or
rights of a chairman of a meeting which are given by the general law.57
    
    Security, and other arrangements at General MeetingsEither the chairman of a General Meeting, or the Secretary, can take any action he considers
necessary (including adjourningthe General Meeting) for:
 
    
    the safety of people attending a General Meeting (for example, if there is not
enough room for the shareholdersand proxieswho want to attend the General Meeting);
or
    
    proper and orderly conduct at a General Meeting (for example, where the behaviour of
someone present could prevent the business of the General Meeting being carried out in
an orderly way); or
    
    any other reason to make sure that the business of the General Meeting can be
properly carried out.
 Where the chairman of a General Meeting or the Secretarydecides to adjourn a General
Meeting in this way, he can adjourn the General Meeting to a time, date and place he decides
(or indefinitely). He does not need the agreement of those present at the General Meeting to
do this.
 58
    
    Overflow meeting roomsThe directors can arrange for any people who they consider cannot be seated in the main
meeting room, where the chairman will be, to attend and take part in a General Meeting in an
overflow room or rooms. Any overflow room must have a live video and two way sound link with
the main room for the General Meeting, where the chairman will be. The video and sound link
must enable those in all the rooms to see and hear what is going on in the other rooms. The
notice of the General Meeting does not have to give details of any arrangements under this
Article. The directors can decide on how to divide people between the main room and any
overflow room. If any overflow room is used, the General Meeting will be treated as being
held, and taking place, in the main room.59
    
    The quorum needed for General MeetingsBefore a General Meeting starts to conduct business, there must be a quorumpresent. If
there is not, the meeting cannot carry out any business. Unless other Articles say
otherwise, a quorumfor all purposes is two people who are entitled to vote. They can be
personally present or proxiesfor shareholdersor duly authorised company representativesor
a combination of shareholders, duly authorised company representativesfor companiesand
proxies.
 - 27 -




---



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60
    
    The procedure if there is no quorum60.1
    
    This Article 60 applies if a quorumis not present either within 30 minutes of the time fixed
for a General Meeting to start or within any longer period (being no longer than an hour from
the time fixed for the General Meeting to start) on which the chairman may decide and if
during the meeting a quorumceases to be present. If the General Meeting was called by
shareholdersit is cancelled. Any other General Meeting is adjournedto the same day in the
next week (or if that day is a public holiday, then the next day which is not a Saturday,
Sunday or public holiday) at the same time and place or to any other day and time and place
which the directors decide.60.2
    
    If a quorumis not present within 15 minutes of the time fixed for the start of the adjourned
meeting, the adjournedGeneral Meeting shall be cancelled.61
    
    Adjourning meetings61.1
    
    Subject toArticle 57, the chairman of a General Meeting can adjourna meeting which has a
quorumpresent, if this is agreed by those present at the General Meeting. This can be to a
time, date and place proposed by the chairman or may be an indefinite adjournment. The
chairman must adjournthe General Meeting if the General Meeting directs him to. In these
circumstances the General Meeting will decide how long the adjournmentwill be, and where it
will adjournto. If a General Meeting is adjournedindefinitely, the directors will fix the
time, date and place of the adjournedGeneral Meeting.61.2
    
    General Meetings can be adjournedmore than once. But if a General Meeting is adjournedfor
more than 30 days or indefinitely, at least seven days notice must be given of the adjourned
General Meeting in the same way as was required for the original General Meeting. If a General
Meeting is adjournedfor less than 30 days, there is no need to give notice of the adjourned
General Meeting, or about the business to be considered there.61.3
    
    An adjournedGeneral Meeting can only deal with business that could have been dealt with at
the original General Meeting before it was adjourned.62
    
    Amending resolutionsIf the chairman of a General Meeting, acting in good faith, rules an amendment to a
resolution out of order, any error in that ruling will not affect the validity of a vote on
the original resolution.
 VOTING PROCEDURES
 63
    
    How votes are taken63.1
    
    All Substantive Resolutionswill only be decided on a poll. All Procedural Resolutionswill
be decided by a show of hands, unless a pollis demanded before the resolution is put to the
vote on a show of handsor on the result of the show of handsbeing declared by the chairman.
A pollcan be demanded by:
 
    
    the chairman of the General Meeting;
 - 28 -




---



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
    
    at least two shareholdersat the General Meeting (including proxiesof shareholders
entitled to vote) who are entitled to vote;
    
    one or more shareholdersat the General Meeting who are entitled to vote (including
proxiesof shareholdersentitled to vote) and who have, between them, at least 10 per
cent of the total votes of all shareholderswho have the right to vote at the General
Meeting; or
    
    one or more shareholderswho have shareswhich allow them to vote at the General
Meeting (including proxiesof shareholdersentitled to vote), where the total amount
which has been paid upon their sharesis at least 10 per cent of the total sum paid up
on all shareswhich give the right to vote at the General Meeting.
 63.2
    
    A demand for a pollcan be withdrawn if the chairman agrees to this. If a pollis demanded,
and this demand is then withdrawn, any declaration by the chairman of the result of a vote on
that resolution by a show of hands, which was made before the pollwas demanded, will stand.64
    
    How a poll is taken64.1
    
    If a pollis demanded or held in the way allowed by the Articles, the chairman of the General
Meeting can decide where, when and how it will be carried out. The result is treated as the
decision of the General Meeting where the pollwas demanded, even if the pollis carried out
after the General Meeting.64.2
    
    The chairman can:
 
    
    decide that a ballot, voting papers or tickets will be used;
    
    appoint one or more scrutineers (who need not be shareholders);
    
    decide to adjournthe General Meeting to such day, time and place as he decides for
the result of the pollto be declared.
 64.3
    
    If a pollis called, a shareholdercan vote either personally or by his proxy. If a
shareholdervotes on a poll, he does not have to use all of his votes or cast all his votes in
the same way.65
    
    Where there cannot be a pollNotwithstanding any other provision in these Articles, a pollis not allowed on a vote to
elect a chairman of a General Meeting, nor is a pollallowed on a vote to adjourna General
Meeting, unless the chairman of the General Meeting demands a poll.66
    
    A General Meeting continues after a poll is demandedA demand for a pollon a particular matter does not stop a General Meeting from continuing
and dealing with matters other than the question on which the pollwas demanded.67
    
    Timing of a pollA pollon a resolution to adjournthe General Meeting must be taken immediately at the
General Meeting. Any other pollcan either be taken immediately at the General Meeting or
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---



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within 30 days from the date it was demanded and at a time and place decided on by the
chairman. No notice is required for a pollwhich is not taken immediately if the time and
place at which it is to be taken are announced at the General Meeting at which it is
demanded. In any other case, at least seven clear days notice must be given specifying the
time and place at which the pollis to be taken.68
    
    The chairmans casting voteWhere voting has taken place on an ordinary resolutionand the votes are equal, either on a
show of handsor on a poll, the chairman of the General Meeting is entitled to a further,
casting vote. This is in addition to any other votes which the chairman may have as a
shareholder, or as a proxy.69
    
    The effect of a declaration by the chairmanOn a vote on a resolution at a General Meeting on a show of hands, a declaration by the
chairman that the resolution:
 
    
    has or has not been passed; or
    
    has or has not been passed with a particular majority,
 is conclusive evidence of that fact without proof of the number or proportion of the votes
recorded in favour of or against the resolution. An entry in respect of such a declaration
in minutes of the meeting recorded in accordance with the Companies Actsis also conclusive
evidence of that fact without such proof. This Article does not have effect if a poll is
demanded in respect of the resolution (and the demand is not subsequently withdrawn).
 VOTING RIGHTS
 70
    
    The votes of shareholdersAt a General Meeting:
 
    
    on a show of handsevery shareholder(who is entitled to be present and to vote) who
is present in person or by proxy(who has been duly appointed) or, being a company,by
a company representativeshall have one vote; and
    
    on a poll, every shareholder(who is entitled to be present and to vote) who is
present in person or by proxy(who has been duly appointed) or, being a company, by a
company representativeshall have one vote for every sharewhich he holds.
 This is subject toany special rightsor restrictions which are given to any class of shares
by, or in accordance with, the Articles.
 71
    
    Shareholders who owe money to the CompanyUnless the Articlesprovide otherwise, the only people who are entitled to attend and/or
vote at General Meetings or to exerciseany other right conferred by being a shareholderin
relation to General Meetings, are shareholderswho have paid the Companyall calls,
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and all other sums, relating to their shareswhich are due at the time of the General
Meeting. This applies both to attending the General Meeting personally and to appointing a
proxy.72
    
    Suspension of rights on non-disclosure of interest72.1
    
    This Article applies if any shareholder, or any person appearing to be interested in shares
(within the meaning of Part 22 of the Companies Act 2006) held by that shareholder, has been
properly served with a notice under Section 793 of the Companies Act 2006, requiring
information about interests in shares, and has failed for a period of 14 days from the date of
the notice to supply to the Companythe information required by that notice. Then (subject to
the provisions of the Companies Actsand this Article, and unless the directors otherwise
decide) the shareholderis not (for so long as the failure continues) entitled to attend or
vote either personally or by proxyat a shareholders meetingor to exerciseany other right
in relation to a shareholders meetingas holder of:
 
    
    the sharesin relation to which the default occurred (called default shares);
    
    any further shareswhich are issuedin respect of default shares; and
    
    any other sharesheld by the shareholderholding the default shares.
 72.2
    
    Any person who acquires sharessubject torestrictions under Article 72.1 is subject tothe
same restrictions, unless:
 
    
    the transfer was an approved transfer(see Article 72.11); or
    
    the transfer was by a shareholderwho was not himself in default in supplying the
information required by the notice under Article 72.1 and a certificate in accordance
with Article 72.3 is provided.
 72.3
    
    Where the default sharesrepresent 0.25 per cent or more of the existing sharesof a class,
the directors can in their absolute discretion by notice in writing (a direction notice) to
the shareholderdirect that:
 
    
    any dividend or part of a dividend or other money which would otherwise be payable
on the default sharesshall be retained by the Company(without any liabilityto pay
interest when that dividend or money is finally paid to the shareholder);
    
    the shareholderwill not be allowed to choose to receive sharesin place of
dividends in accordance with Article 135; and/or
    
    subject toArticle 72.4, no transfer of any of the sharesheld by the shareholder
will be registered unless:
 
    
    either the transfer is an approved transfer(see Article 72.11);
    
    or the shareholderis not himself in default as regards supplying the
information required; and (in this case)
 
    
    the transfer is of part only of his holding; and
    
    when presented for registration, the transfer is accompanied by a
certificate by the shareholder. This certificate must be in a form
satisfactory to the directors and state that after due and careful
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enquiry the shareholderis satisfied that none of the sharesincluded
in the transfer are default shares.
 72.4
    
    Any direction noticecan treat sharesof a shareholderin certificatedand uncertificated
formas separate shareholdings and either apply only to sharesin certificated formor to
sharesin uncertificated formor apply differently to sharesin certificatedand
uncertificated form. In the case of sharesin uncertificated formthe directors can only use
their discretion to prevent a transfer if this is allowed by the CREST Regulations.72.5
    
    The Companymust send a copy of the direction noticeto each other person who appears to be
interested in the sharescovered by the notice, but if it fails to do so, this does not
invalidate the direction notice.72.6
    
    A direction noticehas the effect which it states while the default resulting in the notice
continues. It then ceases to apply when the directors decide (which they must do within one
week of the default being cured). The Companymust give the shareholderimmediate notice in
writing of the directors decision.72.7
    
    A direction noticealso ceases to apply to any shareswhich are transferred by a shareholder
in a transfer permitted under Article 72.3 even where a direction noticerestricts transfers.72.8
    
    Where a person who appears to be interested in shareshas been served with a notice under
Section 793 of the Companies Act 2006and the sharesin which he appears to be interested are
held by an Approved Depositary, this Articleshall be treated as applying only to the shares
which are held by the Approved Depositaryin which that person appears to be interested and
not (so far as that persons apparent interest is concerned) to any other sharesheld by the
Approved Depositary.72.9
    
    Where the shareholderon which a notice under Section 793 of the Companies Act 2006is served
is an Approved Depositary, the obligations of the Approved Depositaryas a shareholderwill be
limited to disclosing to the Companyany information relating to any person who appears to be
interested in the sharesheld by it which has been recorded by it in accordance with the
arrangement under which it was appointed as an Approved Depositary.72.10
    
    For the purposes of this Article a person is treated as appearing to be interested in any
sharesif the shareholderholding those shareshas been served with a notice under Section 793
of the Companies Act 2006and:
 
    
    the shareholderhas named that person as being so interested; or
    
    (after taking into account the response of the shareholderto the notice and any
other relevant information) the Companyknows or reasonably believes that the person in
question is or may be interested in the shares.
 72.11
    
    For the purposes of this Article a transfer of sharesis an approved transferif:
 
    
    it is a transfer of sharesto an offeror under an acceptance of a takeover offer; or
    
    the directors are satisfied that the transfer is made in connection with a sale in
good faith of the whole of the beneficial ownershipof the sharesto a person
unconnected with the shareholderor with any person appearing to be interested in the
shares. This includes such a sale made through a recognised investment
 - 32 -




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exchangeor any other stock exchange outside the United Kingdomon which the
Companys sharesare normally traded. For this purpose any associate (as that word
is defined in Section 435 of the Insolvency Act 1986) is included amongst the people
who are connected with the shareholderor any person appearing to be interested in
the shares.
 72.12
    
    Where a person who has an interest in American Depositary Sharesreceives a notice under
this Article 72, that person is considered for the purposes of this Article 72 to have an
interest in the number of sharesrepresented by those American Depositary Shareswhich is
specified in the notice and not in the remainder of the sharesheld by the ADR Depositary.72.13
    
    Where the ADR Depositaryreceives a notice under this Article 72, the ADR Depositaryshall
only be required to supply information relating to any person who has an interest in the
sharesheld by the ADR Depositarywhich has been recorded by the ADR Depositaryunder the
arrangements made with the Company(including in the Proxy Registermaintained under Article
164) when it was appointed as the ADR Depositary.72.14
    
    This Article does not restrict in any way the provisions of the Companies Actswhich apply
to failures to comply with notices under Section 793 of that Companies Act 2006.73
    
    Votes of shareholders who are of unsound mind73.1
    
    This Article 73 applies where a court which claims jurisdiction to protect people who are
unable to manage their own affairs has made an order detaining a shareholderor appointing a
person to manage his property or affairs.73.2
    
    The receiver or other person appointed by the court order to act for the shareholdercan vote
for the shareholderon a show of handsor on a pollat General Meetings. However, this Article
only applies if the receiver or other person appointed by the court delivers to the Transfer
Office(or the place or address stated in the notice for the delivery of the proxy form) at
least 48 hours before the relevant General Meeting (or adjournedGeneral Meeting) such
evidence as the directors may require of such persons authority to act.73.3
    
    If the receiver or other person appointed by the court fails to deliver the appropriate
evidence to the Transfer Office(or the place or address stated in the proxy form) in
accordance with Article 73.2, the right to vote shall not be exercisable.74
    
    The votes of joint holdersWhere a shareis held by joint shareholders any one joint shareholdercan vote at any
General Meeting (either personally or by proxy) in respect of such shareas if he were the
only shareholder. If more than one of the joint shareholdersvotes (either personally or by
proxy), the only vote which will count is the vote of that one of them who is listed first
on the Registerfor the share.
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PROXIES
 75
    
    Appointment of proxies75.1
    
    Any shareholdermay appoint a proxyor (subject to Article 75.3) proxiesto exercise all or
any of his rights to attend or speak and vote at a General Meeting of the Company. A proxy
need not be a shareholder.75.2
    
    Proxiesmay also be appointed to act at General Meetings in the circumstances, and in the
manner, provided for in Articles 159.2, 163, 165, 166 and 169, and Articles 75 to 79 should be
read subject totheir terms.75.3
    
    A shareholdermay appoint more than one proxyin relation to a General Meeting provided that
each proxyis appointed to exercise the rights attached to a different shareor sharesheld by
him or (as the case may be) a different £10, or multiple of £10, of stockheld by him.76
    
    Completing proxy forms76.1
    
    A proxy form:
 
    
    must be in writing; and
    
    can be in any form which is commonly used, or in any other form which the directors
approve.
 76.2
    
    A proxy formgiven by:
 
    
    an individual must be signed by the shareholderappointing the proxy, or by an agent
who has been properly appointed in writing or authenticated in accordance with Article
147; or
    
    a companymust be sealed with the companysseal or signed by an officer who is
authorised to act on behalf of the companyor authenticated in accordance with Article
147.
 Unless the contrary is shown, the directors are entitled to assume that where a proxy form
purports to have been signed or authenticated in accordance with Article 147 by an officer
on behalf of a companythat such officer was duly authorised by such companywithout
requiring any further evidence. Signatures and authentications need not be witnessed.76.3
    
    All notices convening General Meetings which are sent to shareholdersentitled to vote at the
General Meeting, must, at the expense of the Company, be accompanied by a proxy form. The
proxy formmust make provision for three-way voting on all resolutions intended to be
proposed, other than resolutions which are merely procedural.76.4
    
    The accidental omission to send a proxy formto a shareholderentitled to it (or non receipt
by him of the proxy form) will not invalidate any resolution passed or proceedings at the
General Meeting to which the proxy formrelates.
 - 34 -




---



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77
    
    Delivering proxy forms77.1
    
    The appointment of a proxy(together with any supporting documentation required under this
Article 77 or otherwise) must be received at the address or one of the addresses (if any)
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):
 
    
    in the case of a meeting or adjournedmeeting, not less than 48 hours before the
commencement of the meeting or adjournedmeeting to which it relates;
    
    in the case of a polltaken following the conclusion of a meeting or adjourned
meeting, but not more than 48 hours after the pollwas demanded, not less than 48 hours
before the commencement of the meeting or adjournedmeeting at which the pollwas
demanded; and
    
    in the case of a polltaken more than 48 hours after it was demanded, not less than
24 hours before the time appointed for the taking of the poll,
 and in default shall not be treated as valid.77.2
    
    The directors may at their discretion determine that, in calculating the periods mentioned in
Article 77.1, no account shall be taken of any part of any day that is not a working day
(within the meaning of Section 1173 of the Companies Act 2006).77.3
    
    Directors can decide to accept proxiesdelivered by electronic meansor by means of a
website, subject toany limitations, restrictions or conditions they decide to apply.77.4
    
    If a proxy formis signed or authenticated in accordance with Article 147 by an agent, the
power of attorneyor other authority relied on to sign or authenticate it, or a copy which has
been certified by a notary, or certified in some other way specified by the directors, must
(if required by the Company) be delivered with the proxy formin accordance with the
instructions for delivery of proxy formswhich are set out in the notice of General Meeting or
on the proxy form, unless the power of attorneyor other form of authority has already been
registered with the Company.77.5
    
    If this Article 77 is not complied with, the proxywill not be able to act for the person who
appointed him.77.6
    
    A proxy formdelivered by an Approved Depositaryexcept in respect of a person appointed in
accordance with Articles 190 and 191 may be delivered to the appropriate place or address
referred to in Article 77.1 by electronic meansor in any other way the directors decide.77.7
    
    If a proxy formwhich relates to several General Meetings has been properly delivered for one
General Meeting or adjournedGeneral Meeting, it does not need to be delivered again for any
later General Meeting which the proxy formcovers.77.8
    
    Unless the proxy formsays otherwise, it will be valid at an adjournedGeneral Meeting as
well as for the original General Meeting to which it relates.77.9
    
    A shareholdercan attend and vote at a General Meeting on a show of handsor on a polleven
if he has appointed a proxyto attend and vote at that meeting. However, if he votes in person
on a resolution, then as regards that resolution his appointment of a proxywill not be valid.
 - 35 -




---



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78
    
    Cancellation of proxys authority78.1
    
    Neither the death or insanity of a shareholderwho has appointed a proxy, nor the revocation
or termination by a shareholderof the appointment of a proxy(or of the authority under which
the appointment was made), shall invalidate the proxyor the exercise of any of the rights of
the proxythereunder, unless notice of such death, insanity, revocation or termination shall
have been received by the Companyin accordance with Article 78.2.78.2
    
    Any such notice of death, insanity, revocation or termination must be received at the address
or one of the addresses (if any) specified for receipt of proxiesin, or by way of note to, or
in any document accompanying, the notice convening the meeting to which the appointment of the
proxyrelates (or if no address is so specified, at the Transfer Office):
 
    
    in the case of a meeting or adjournedmeeting, not less than one hour before the
commencement of the meeting or adjournedmeeting to which the proxyappointment
relates;
    
    in the case of a polltaken following the conclusion of a meeting or adjourned
meeting, but not more than 48 hours after it was demanded, not less than one hour
before the commencement of the meeting or adjournedmeeting at which the pollwas
demanded; or
    
    in the case of a polltaken more than 48 hours after it was demanded, not less than
one hour before the time appointed for the taking of the poll.
 79
    
    Authority of proxies79.1
    
    A proxyshall have the right to exercise all or any of the rights of his appointor, or (where
more than one proxyis appointed) all or any of the rights attached to the sharesin respect
of which he is appointed the proxyto attend, and to speak and vote, at a General Meeting of
the Company.79.2
    
    Unless his appointment provides otherwise, a proxymay vote or abstain at his discretion on
any resolution put to the vote.80
    
    Representatives of companiesSubject to the Companies Acts, a companywhich is a shareholdercan authorise any person or
persons to act as its representative or representatives at any General Meeting which it is
entitled to attend. Such person or persons are each called a company representative. The
directors of that companymust pass a resolution to appoint a company representative. If the
governing body of that companyis not a board of directors, the resolution can be passed by
its governing body.81
    
    Challenging votesAny objection to the right of any person to vote or the way in which the votes have been
counted must be made at the General Meeting (or adjournedGeneral Meeting) at which the vote
is cast. If a vote is not disallowed at the General Meeting, it is valid for all purposes.
Any such objection must be raised with the chairman of the General Meeting and will only
change the decision of the General Meeting on any resolution if the chairman
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of the General Meeting decides that the vote cast may have affected the decision of the
General Meeting. His decision on matters referred to him under this Article is final.
 DIRECTORS
 82
    
    The number of directorsThere must be at least three directors (other than alternate directors), but the
shareholderscan vary the number of directors by passing an ordinary resolution.83
    
    Qualification to be a directorA director need not be a shareholder, but a director who is not a shareholderis entitled to
attend and speak at shareholders meetings.84
    
    Directors fees and expenses84.1
    
    Each of the directors shall be paid a fee for his services. The directors can decide on the
amount, timing and manner of payment of directors fees, but the total of the fees paid to all
of the directors (excluding amounts paid as special payunder Article 85, amounts paid as
expenses under Article 86 and any payments under Article 87) must not exceed:
 
    
    £1.5 million a year; or
    
    any higher sum decided on by an ordinary resolutionat a General Meeting.
 This remuneration shall accruefrom day to day.84.2
    
    Unless an ordinary resolutionis passed which provides otherwise, the fees will be divided
between some or all of the directors in the way that they decide. If they fail to decide, the
fees will be shared equally by the directors, except that any director holding office as a
director for only part of the period covered by the fee is only entitled to a pro rata share
covering that broken period.85
    
    Special pay85.1
    
    The directors can award special payif any director performs extra or special services of any
kind including:
 
    
    holding any executive post;
    
    acting as chairman or deputy chairman (whether or not this office is executive or
non-executive);
    
    travelling or staying outside his main residence for any business or purposes of the
Company; and
    
    serving on any committee of the directors.
 85.2
    
    Special paycan take the form of salary, commission or other benefits or expenses or more
than one of such forms or can be paid in some other way. This is decided on by the directors
and may be a fixed sum or percentage of profits or otherwise. Such special pay
 - 37 -




---



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can be either in addition to or instead of
any other fees, expenses and other benefits
a director may be entitled to receive.86
    
    Directors expensesIn addition to any fees and expenses paid under Articles 84 and 85, the Companywill repay
to a director all expenses properly incurred in:
 
    
    attending and returning from shareholders meetings;
    
    attending and returning from directors meetings;
    
    attending and returning from meetings of committees of the directors; or
    
    in or with a view to the performance of their duties.
 87
    
    Directors pensions and other benefits87.1
    
    The directors may payor provide:
 
    
    pensions;
    
    annual payments;
    
    gratuities; or
    
    other allowances or benefits
 to any people who are, or who were, directors who had a salary or place of profit with the
Companyor with any companywhich is or has been a subsidiaryof the Companyor a
predecessor in business of the Companyor any such subsidiary. The directors can decide to
extend these arrangements to any member of his family (including a spouse and a former
spouse) or to any person who was or is dependent on him. The directors can also decide to
contribute (before as well as after he ceases to receive a salary or occupy a place of
profit) to any scheme or fund or to pay premiumsto a third party for these purposes.87.2
    
    No director or former director is accountable to the Companyor its shareholdersfor a
benefit of any kind given in accordance with this Article. The receipt of a benefit of any
kind given in accordance with this Article does not prevent a person from being or becoming a
director.88
    
    Appointing directors to various posts88.1
    
    The directors can appoint any director as chairman, or a deputy chairman, or to any executive
position on which they decide. So far as the Companies Actsallow, they can decide on how long
these appointments will be for, and on their terms. Subject tothe terms of any contract with
the Company, they can also vary or end these appointments.88.2
    
    A director will automatically stop being chairman, deputy chairman, managing director, deputy
managing director, joint managing director or assistant managing director if he is no longer a
director. Other executive appointments will only stop if the contract or resolution appointing
the director to a post says so. If a directors appointment ends because of this
 - 38 -




---



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Article, this does not prejudice any claim for breach of contract against the Companywhich
may otherwise apply.88.3
    
    The directors can delegate to a director appointed to an executive post any of the powers
which they jointly have as directors. These powers can be delegated on such terms and
conditions as decided by the directors either in parallel with, or in place of, the powers of
the directors acting as a board. The directors can change the basis on which these powers are
given or withdraw them from the executive.
 CHANGING DIRECTORS
 89
    
    Retiring directorsAt each Annual General Meeting all those directors who were elected or last re-elected at or
before the Annual General Meeting held in the third calendar year before the current year
shall automatically retire.90
    
    Eligibility for re-electionA retiring director is eligible for re-election.91
    
    Re-electing a director who is retiring91.1
    
    At a General Meeting at which a director retires (whether at an Annual General Meeting or
otherwise), he may be re-elected (as long as the director has not told the Companyin writing
that he does not wish to be re-elected) if the shareholderspass an ordinary resolutionto
re-elect him.91.2
    
    A director retiring at a General Meeting retires at the end of that meeting (or adjourned
meeting). Where a retiring director is re-elected he continues as a director without a break.92
    
    Election of two or more directorsA single resolution for the election of two or more directors is void unless the
shareholdersfirst approve the putting of a resolution in this form by an earlier procedural
vote taken at the General Meeting, with no votes cast against.93
    
    People who can be directors93.1
    
    Only the following people can be elected as directors at a General Meeting:
 
    
    A director who is retiring at the General Meeting;
    
    A person who is recommended by the directors; and
    
    A person who has been proposed by a shareholderwho is entitled to attend and vote
at the General Meeting.
 93.2
    
    A shareholderproposing a director in accordance with Article 93.1 must deliver to the
Registered Officeat least seven days before the General Meeting, but not more than 42 days
before the meeting (this period includes the date on which the notice is given):
 - 39 -




---



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
    
    a letter stating that he intends to propose another person for election as director,
signed or authenticated in accordance with Article 147; and
    
    confirmation in writing from the person to be proposed that he is willing to be
elected, signed or authenticated in accordance with Article 147 by such person;.
 94
    
    The power to fill vacancies and appoint extra directors94.1
    
    The directors can appoint any person as an extra director or to fill a casual vacancy. Any
director appointed in this way automatically retires at the next General Meeting after his
appointment. At this General Meeting he can be elected by the shareholdersas a director.94.2
    
    At a General Meeting the shareholderscan also pass an ordinary resolutionto fill a casual
vacancyor to appoint an extra director.94.3
    
    Extra directors can only be appointed under this Article up to the limit (if any) on the
total number of directors under the Articles(or any variation of the limit approved by the
shareholdersin accordance with the Articles).95
    
    Removing and appointing directors by an ordinary resolution95.1
    
    The shareholderscan pass an ordinary resolutionto remove a director, even though his time
in office has not ended. This applies despite anything else in the Articles, or in any
agreement between him and the Company. Special noticeof the ordinary resolutionmust be given
to the Companyas required by the Companies Acts. But if a director is removed in this way, it
will not affect any claim which he may have for damages for breach of any contract of service
between him and the Company.95.2
    
    Subject toArticle 93, the shareholderscan pass an ordinary resolutionto elect a person to
replace a director who has been removed in the way described in Article 95.1. If no director
is appointed under this Article, the vacancy can be filled under Article 94.95.3
    
    Any person appointed under Article 95.2 will be treated, for the purpose of determining the
time at which he is to retire, as if he had become a director on the day on which the director
he replaced was last elected.96
    
    When directors are disqualified96.1
    
    Any director automatically ceases to be a director in any of the following circumstances if:
 
    
    a bankruptcy order is made against him;
    
    he makes any arrangement or composition with his creditors or applies for an interim
order under Section 253 of the Insolvency Act 1986 in connection with a voluntary
arrangement under that Act;
    
    a court which claims jurisdiction to protect people who are unable to manage their
own affairs has made an order detaining him or appointing a person to manage his
property or affairs;
    
    he has missed directors meetings for a continuous period of six months, without
permission from the directors, and the directors pass a resolution removing him from
office;
 - 40 -




---



##### 




    
    he is prohibited from being a director by law or any power conferred on the
directors or shareholdersunder these Articles;
    
    except where his contract of service prevents him from resigning, he:
 (i)
    
    delivers to the Companya resignation notice in writing, signed
or authenticated in accordance with Article 147 by him or on his behalf; or(ii)
    
    offers in writing to resign and the directors pass a resolution
accepting the offer;
 
    
    all the other directors serve a notice in writing upon him requiring him to resign.
He will cease to be a director when the notice is served on him. Such a notice can
consist of several documents in the same form signed or authenticated in accordance
with Article 147 by one or more directors.
 96.2
    
    When a director stops being a director for any reason, he will also automatically cease to be
a member of any committee. Removal from office will be without prejudice to any claim which he
or the Companymight bring in relation to any contract of service between him and the Company.
 DIRECTORS MEETINGS
 97
    
    Directors meetingsThe directors can decide when and where to have directors meetings and how they shall be
conducted, and on the quorum. They can also adjourntheir meetings.98
    
    Who can call directors meetingsA directors meeting can be called by any director. The Secretarymust also call a
directors meeting if a director asks him to.99
    
    How directors meetings are calledDirectors meetings are called by giving notice to all the directors. This notice may be
given to a director personally, by word of mouth, by notice in writing (sent to him at his
last known address) or by electronic means(sent to him at his last known electronic address
or number). Any director can waive notice of any directors meeting, including one which has
already taken place.100
    
    Quorum100.1
    
    If no other quorumis fixed by the directors, three directors are a quorum. A directors
meeting at which a quorumis present can exerciseall the powers, authorities and discretions
of the directors whether by or under these Articlesor exercisableby the directors generally.100.2
    
    A person who holds office only as an alternate directorshall, if his appointor is not
present, be counted in the quorum.
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---



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100.3
    
    A director who ceases to be a director at a directors meeting can continue to be present
and act as a director and be counted in the quorumuntil the end of that meeting if no other
director objects and a quorumwould not otherwise be present.101
    
    The Chairman of directors meetings101.1
    
    The directors can elect any director as Chairman or as one or more Deputy Chairmen for such
periods as the directors decide. If the Chairman is at a directors meeting, he will chair it.
In his absence, the chair will be taken by a Deputy Chairman, if one is present. If there is
no Chairman or Deputy Chairman present within five minutes of the time when the directors
meeting is due to start, the directors who are present can choose which one of them will be
the Chairman of the directors meeting.101.2
    
    Where there is more than one Deputy Chairman present at a meeting, and the Chairman is not
there, the Deputy Chairman to take the chair will be the longest serving Deputy Chairman
present.102
    
    Voting at directors meetingsMatters for decision which arise at a directors meeting will be decided by a majority vote.
The chairman of the meeting will not have a second, casting vote.103
    
    Directors can act even if there are vacancies103.1
    
    The remaining directors can continue to act even if one or more of them ceases to be a
director. But if the number of directors falls below the minimum which applies under Article
82 (including any variation of that minimum approved by an ordinary resolutionof
shareholders), the remaining director(s) can only:
 
    
    either appoint further directors to make up the shortfall; or
    
    call a General Meeting.
 103.2
    
    If no director or directors are willing or able to act under this Article, any two
shareholderscan call a General Meeting to appoint extra directors.104
    
    Directors meetings by video conference and telephone104.1
    
    Any or all of the directors, or members of a committee, can take part in a directors
meeting of the directors or of a committee by way of a video conference or conference
telephone, or similar equipment, designed to allow everybody to take part in the directors
meeting.104.2
    
    Taking part in this way will be counted as being present at the directors meeting. A
directors meeting which takes place by way of video conference, conference telephone or
similar equipment will be treated as taking place where most of the participants are. If there
is no largest group, directors meetings will be treated as taking place where the Chairman
is.104.3
    
    A directors meeting held in the way described in Article 104.1 will be valid as long as in
one single place, or in places connected by way of video conference, telephone conference, or
similar equipment, a quorumis present.
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105
    
    Directors written resolutions105.1
    
    A directors written resolution is adopted when all the directors entitled to vote on such a
resolution have signed one or more copies of it, or otherwise indicated their agreement to it
in writing.105.2
    
    A directors written resolution is not adopted if the number of directors who have signed it
or agreed to it is less than the quorumfor a directors meeting.105.3
    
    A directors written resolution signed or agreed to by an alternate directordoes not need
also to be approved by his appointor. If the directors written resolution is signed or agreed
to by a director who has appointed an alternate director, it does not need to be approved by
the alternate directoracting in that capacity.105.4
    
    Once a directors written resolution has been adopted, it must be treated as if it had been
a resolution passed at a directors meeting in accordance with these Articles.105.5
    
    A directors written resolution will be valid at the time it is signed or agreed to by the
last director.106
    
    The validity of directors actionsEverything which is done by any directors meeting, or by a committee of the directors, or
by a person acting as a director, or as a member of a committee, will, in favour of anyone
dealing with the Companyin good faith, be valid even though it is discovered later that any
director, or person acting as a director, was not properly appointed or elected. This also
applies if it is discovered later that anyone was disqualified from being a director, or had
ceased to be a director, or was not entitled to vote. In any of these cases, in favour of
anyone dealing with the Companyin good faith, anything done will be as valid as if there
was no defect or irregularity of the kind referred to in this Article.
 DIRECTORS INTERESTS
 107
    
    Authorisation of directors interests107.1
    
    For the purposes of Section 175 of the Companies Act 2006, the directors shall have the
power to authorise any matter which would or might otherwise constitute or give rise to a
breach of the duty of a director under that Section to avoid a situation in which he has, or
can have, a direct or indirect interest that conflicts, or possibly may conflict, with the
interests of the Company.107.2
    
    Authorisation of a matter under Article 107.1 shall be effective only if:
 
    
    the matter in question shall have been proposed in writing for consideration at a
meeting of the directors, in accordance with the board of directors normal procedures
or in such other manner as the directors may determine;
    
    any requirement as to the quorumat the meeting of the directors at which the matter
is considered is met without counting the director in question and any other interested
director (together the Interested Directors); and
    
    the matter was agreed to without the Interested Directorsvoting or would have been
agreed to if the votes of the Interested Directorshad not been counted.
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107.3
    
    Any authorisation of a matter under Article 107.1 extends to any actual or potential
conflict of interest which may reasonably be expected to arise out of the matter so
authorised.107.4
    
    Any authorisation of a matter under Article 107.1 shall be subject to such conditions or
limitations as the directors may determine, whether at the time such authorisation is given or
subsequently and may be terminated by the directors at any time. A director shall comply with
any obligations imposed on him by the directors pursuant to any such authorisation.107.5
    
    Subject to any conditions or limitations imposed under Article 107.4, a director shall not,
save as otherwise agreed by him, be accountable to the Company for any benefit which he (or a
person connected with him) derives from any matter authorised by the directors under Article
107.1 and any contract, transaction, arrangement or proposal relating thereto shall not be
liable to be avoided on the grounds of any such benefit.107.6
    
    This Article does not apply to a conflict of interest arising in relation to a transaction
or arrangement with the Company.108
    
    Directors may have interests108.1
    
    Subject to compliance with Article 108.2, a director, notwithstanding his office, may have
an interest of the following kind:
 
    
    where a director (or a person connected with him) is a director or other officer of,
or employed by, or otherwise interested (including by the holding of shares) in any
Relevant Company;
    
    where a director (or a person connected with him) is a party to, or otherwise
interested in, any contract, transaction, arrangement or proposal with a Relevant
Company, or in which the Companyis otherwise interested;
    
    where the director (or a person connected with him) acts (or any firm of which he is
a partner, employee or member acts) in a professional capacity for any Relevant Company
(other than as auditor) whether or not he or it is remunerated therefor;
    
    an interest which cannot reasonably be regarded as likely to give rise to a conflict
of interest;
    
    an interest, or a transaction, arrangement or proposal giving rise to an interest,
of which the director is not aware;
    
    any matter already authorised under Article 107.1; or
    
    any other interest authorised by ordinary resolution.No authorisation under Article 107.1 shall be necessary in respect of any such
interest.
 108.2
    
    Subject to Sections 177 and 182 of the Companies Act 2006 the director shall declare the
nature and extent of any interest permitted under Article 108.1, and not falling within
Article 108.3, at a meeting of the directors, by written declaration to the Companyor in such
other manner as the directors may determine.108.3
    
    No declaration of an interest shall be required by a director in relation to an interest:
 
    
    falling within the fourth, fifth and sixth bullet paragraph of Article 108.1;
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
    
    if, or to the extent that, the other directors are already aware of such interest
(and for this purpose the other directors are treated as being aware of anything of
which they ought reasonably to be aware); or
    
    if, or to the extent that, it concerns the terms of his service contract (as defined
in Section 227 of the Companies Act 2006) that have been or are to be considered by a
meeting of the directors, or by a committee of directors appointed for the purpose
under these Articles.
 108.4
    
    A director shall not, save as otherwise agreed by him, be accountable to the Companyfor any
benefit which he (or a person connected with him) derives from any interest referred to in
Article 108.1, and no contract, transaction, arrangement or proposal shall be liable to be
avoided on the grounds of any such interest.108.5
    
    For the purposes of this Article 108, Relevant Company shall mean the Company; a
subsidiary undertakingof the Company; any holding companyof the Companyor a subsidiary
undertakingof any such holding company; any body corporate promoted by the Company; or any
body corporate in which the Companyis otherwise interested.109
    
    Restrictions on quorum and voting109.1
    
    Save as provided in this Article 109, and whether or not the interest is one which is
authorised pursuant to Article 107.1 or permitted under Article 108.1, a director shall not be
entitled to vote on any resolution in respect of any contract, transaction, arrangement or
proposal, in which he (or a person connected with him) is interested. Any vote of a director
in respect of a matter where he is not entitled to vote shall be disregarded.109.2
    
    A director shall not be counted in the quorum for a meeting of the directors in relation to
any resolution on which he is not entitled to vote.109.3
    
    Subject to the provisions of the Companies Acts, a director shall (in the absence of some
other interest than is set out below) be entitled to vote, and be counted in the quorum, in
respect of any resolution concerning any contract, transaction, arrangement or proposal:
 
    
    in which he has an interest of which he is not aware;
    
    in which he has an interest which cannot reasonably be regarded as likely to give
rise to a conflict of interest;
    
    in which he has an interest only by virtue of interests in shares, debenturesor
other securities of the Company, or by reason of any other interest in or through the
Company;
    
    which involves the giving of any security, guarantee or indemnity to the director or
any other person in respect of (i) money lent or obligations incurred by him or by any
other person at the request of or for the benefit of the Companyor any of its
subsidiary undertakings; or (ii) a debt or other obligation of the Companyor any of
its subsidiary undertakingsfor which he himself has assumed responsibility in whole or
in part under a guarantee or indemnityor by the giving of security;
    
    concerning an offer of sharesor debentures or other securities of or by the Company
or any of its subsidiary undertakings(i) in which offer he is or may be entitled to
participate as a holder of securities; or (ii) in the underwriting or sub-underwriting
of which he is to participate;
 - 45 -




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
    
    concerning any other body corporate in which he is interested, directly or
indirectly and whether as an officer, shareholder, creditor, employee or otherwise,
provided that he (together with persons connected with him) is not the holder of, or
beneficially interested in, one per cent. or more of the issued equity share capital of
any class of such body corporate or of the voting rights available to members of the
relevant body corporate;
    
    relating to an arrangement for the benefit of the employees or former employees of
the Companyor any of its subsidiary undertakingswhich does not award him any
privilege or benefit not generally awarded to the employees or former employees to whom
such arrangement relates;
    
    concerning the purchase or maintenance by the Companyof insurance for any liability
for the benefit of directors or for the benefit of persons who include directors;
    
    concerning the giving of indemnities in favour of directors;
    
    concerning the funding of expenditure by any director or directors on (i) defending
criminal, civil or regulatory proceedings or actions against him or them, (ii) in
connection with an application to the court for relief, or (iii) defending him or them
in any regulatory investigations;
    
    concerning the doing of anything to enable any director or directors to avoid
incurring expenditure as described in the tenth bullet paragraph of this Article 109.3
immediately above; and
    
    in respect of which his interest, or the interest of directors generally, has been
authorised by ordinary resolution.
 109.4
    
    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 body corporate in which the Companyis interested), the proposals may be
divided and considered in relation to each director separately. In such case, each of the
directors concerned (if not debarred from voting under the sixth bullet paragraph of Article
109.3) shall be entitled to vote, and be counted in the quorum, in respect of each resolution
except that concerning his own appointment or the fixing or variation of the terms thereof.109.5
    
    If a question arises at any time as to whether any interest of a director prevents him from
voting, or being counted in the quorum, under this Article 109, 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 director other than himself
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. If any such question shall arise in respect of
the chairman of the meeting, the question shall be decided by resolution of the directors and
the resolution shall be conclusive except in a case where the nature or extent of the interest
of the chairman of the meeting (so far as it is known to him) has not been fairly disclosed to
the directors.
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110
    
    Confidential information110.1
    
    Subject to Article 110.2, if a director, otherwise than by virtue of his position as
director, receives information in respect of which he owes a duty of confidentiality to a
person other than the Company, he shall not be required to disclose such information to the
Companyor to the directors, or to any director, officer or employee of the Company, or
otherwise use or apply such confidential information for the purpose of or in connection with
the performance of his duties as a director.110.2
    
    Where such duty of confidentiality arises out of a situation in which the director has, or
can have, a direct or indirect interest that conflicts, or possibly may conflict, with the
interests of the Company, Article 110.1 shall apply only if the conflict arises out of a
matter which has been authorised under Article 107.1 above or falls within Article 108 above.110.3
    
    This Article 110 is without prejudice to any equitable principle or rule of law which may
excuse or release the director from disclosing information, in circumstances where disclosure
may otherwise be required under this Article 110.111
    
    Directors interests  general111.1
    
    For the purposes of Articles 107 to 110:
 
    
    where the context permits, any reference to an interest includes a duty and any
reference to a conflict of interest includes a conflict of interest and duty and a
conflict of duties;
    
    an interest of a person who is connected with a director shall be treated as an
interest of the director; and
    
    Section 252 of the Companies Act 2006 shall determine whether a person is connected
with a director.
 111.2
    
    Where a director has an interest which can reasonably be regarded as likely to give rise to
a conflict of interest, the director may, and shall if so requested by the directors take such
additional steps as may be necessary or desirable for the purpose of managing such conflict of
interest, including compliance with any procedures laid down from time to time by the
directors for the purpose of managing conflicts of interest generally and/or any specific
procedures approved by the directors for the purpose of or in connection with the situation or
matter in question, including without limitation:
 
    
    absenting himself from any meeting or part of a meeting of the directors at which
the relevant situation or matter falls to be considered; and
    
    not reviewing documents or information made available to the directors generally in
relation to such situation or matter and/or arranging for such documents or information
to be reviewed by a professional adviser to ascertain the extent to which it might be
appropriate for him to have access to such documents or information.
 111.3
    
    The Companymay by ordinary resolutionratify any contract, transaction, arrangement or
proposal, not properly authorised by reason of a contravention of any provisions of Articles
107 to 110.
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DIRECTORS COMMITTEES
 112
    
    Delegating powers to committeesThe directors can delegate any of their powers, or discretions, to committees of one or more
directors. This includes powers or discretions relating to directors payor giving benefits
to directors.If the directors have delegated any power or discretion to a committee, any
references in these Articlesto using that power or discretion include its use by the
committee. Any committee must comply with any regulations laid down by the directors. These
regulations can require or allow people who are not directors to be co-opted onto the
committee, and can give voting rights to co-opted members. But:
 
    
    there must be more directors on a committee than co-opted members; and
    
    a resolution of the committee is only effective if a majority of the members of the
committee present at the time of the resolution were directors.
 113
    
    Committee procedureIf a committee includes two or more people, the Articleswhich regulate directors meetings
and their procedure will also apply to committee meetings (if possible), unless these are
inconsistent with any regulations for the committee which have been laid down under Article
112.
 DIRECTORS POWERS
 114
    
    The directors management powers114.1
    
    The Companysbusiness will be managed by the directors. They can use all the Companys
powers except where the Articles, or the Companies Acts, provide that powers can only be used
by the shareholdersvoting to do so at a General Meeting. The general management powers under
this Article are not limited in any way by specific powers given to the directors by other
Articles.114.2
    
    The directors are, however, subject to:
 
    
    the provisions of the Companies Acts;
    
    the requirements of the Memorandumor these Articles; and
    
    any other requirements (whether or not consistent with these Articles) which are
approved by the shareholdersby passing a special resolutionat a General Meeting.
 However, if any change is made to the Memorandumor these Articlesor if the shareholders
approve a requirement relating to something which the directors have already done which was
within their powers, this will not invalidate any prior act of the directors which would
otherwise have been valid.
 - 48 -




---



##### 



115
    
    The power to establish local boards115.1
    
    The directors can set up local committees, local boards or local agencies to manage any of
the Companysbusiness. These can be either in or outside the United Kingdom. The directors
can appoint, remove and re-appoint anybody (who need not be a director) to be:
 
    
    members of any local committee, board or agency; or
    
    managers or agentsof the Company.
 115.2
    
    The directors can:
 
    
    decide on the payand other benefits of people appointed under this Article;
    
    delegate any of their authority, powers or discretions to:
 (i)
    
    any local board or committee; or(iii)
    
    any manager, or agentof the Company;
 
    
    allow local committees or boards, managers or agentsto delegate to another person;
    
    allow the members of local committees, boards or agencies to fill any vacancies on
them;
    
    allow the members of local committees, boards or agencies to continue to act even
though there are vacancies on them;
    
    remove any people they have appointed under this Article; and
    
    cancel or change an appointment or delegation made under this Article, although this
will not affect anybody who acts in good faith who has not had any notice of any
cancellation or variation.
 Any appointment or delegation by the directors which is referred to in this Article can be
on any terms and conditions decided on by the directors.115.3
    
    A person who is employed by, or occupies an office with, the Companymay be given a title
which includes the words Associate Director. This will not imply that such person is a
director of the Companyor that he is entitled to act as a director or be deemed to be a
director for the purposes of these Articles.116
    
    The power to appoint attorneys116.1
    
    The directors can appoint anyone (including the members of a group which changes over time)
as the Companysattorneyor attorneysby granting a power of attorneyor by authorising him
or them in some other way. The attorneyor attorneyscan either be appointed directly by the
directors, or the directors can give someone else the power to select attorneys. The directors
can decide on the purposes, powers, authorities and discretions of attorneys.116.2
    
    The directors can decide for how long a power of attorneywill last and they can apply any
terms and conditions to it. The power of attorneycan also include any provisions which the
directors decide on for the protection and convenience of anybody dealing with the attorney.
The power of attorneycan also allow the attorneyto sub-delegate any or all of his power,
authority or discretion to any other person.
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117
    
    Borrowing powersSo far as the Companies Actsallow, the directors can exerciseall the powers of the Company
to:
 
    
    borrow money;
    
    issue(subject tothe provisions of the Companies Actsregarding authority to allot
debenturesconvertible into shares) debenturesand other securities; and
    
    give any form of:
 
    
    guarantee; and
    
    security, either outright or as collateral and over all or any of the
Companysundertaking, property and uncalled capital,
 for any debt, liabilityor obligation of the Companyor of any third party.
 118
    
    Borrowing restrictions118.1
    
    The directors must:
 
    
    limit the Borrowingsof the Companyand
    
    exerciseall voting and other rights or powers of control exercisable by the Company
in relation to its subsidiary undertakings
    
    to ensure that the total amount of all Borrowingsby the Groupoutstanding at any
time will not exceed 1.5 times the Adjusted Total of Capital and Reservesat such time.
 This limitation on Borrowingswill only affect subsidiary undertakingsto the extent that
the directors can restrict the borrowings of the subsidiary undertakingsby exercising the
rights or powers of control which the Companyhas over its subsidiary undertakings. The
Companymay consent in advance to exceeding the borrowing limit by passing an ordinary
resolutionat a General Meeting.
 118.2
    
    In this Article:Groupmeans the Companyand its subsidiary undertakingsfor the time being;Adjusted Total of Capital and Reservesmeans the aggregate of the share capital and reserves
as shown in the latest audited consolidated balance sheet of the Group(including the amount
paid upor credited as paid upon the issuedshare capital of the Company, the share premium
account, capital redemption reserve, profit and loss account and other reservesincluded
within the Groupsequity shareholdersfunds) (the Reserves) but:
 
    
    adjusted as appropriate in respect of any variation to the paid upshare capital or
reservessince the date of the latest audited consolidated balance sheet as recorded
within the monthly management accounting records of the Groupprepared in accordance
with the accounting bases and principles applied in the preparation of its latest
audited consolidated balance sheet;
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---



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
    
    adding any amount which has been deducted at any time from the Reservesof the Group
for goodwill arising on consolidation either by direct charge to Reservesor by charge
to the Groupsconsolidated profit and loss account; and
    
    making such other adjustments (if any) as the auditors of the Companyconsider
appropriate.
 Borrowingsmeans the aggregate amount of all liabilitiesand obligations of the Groupwhich
in accordance with the accounting bases and principles of the Groupare treated as
borrowings in the latest audited consolidated balance sheet of the Groupbut:
 
    
    adjusted as appropriate in respect of any variation to borrowings since the date of
the latest audited consolidated balance sheet as recorded within the monthly management
accounting records of the Groupprepared in accordance with the accounting bases and
principles applied in its latest audited consolidated balance sheet;
    
    excluding any borrowings under finance or structured tax lease arrangements to the
extent matched as part of those arrangements by deposits of cash or cash equivalent
investments which are treated by the creditor concerned as available to reduce its net
exposure; and
    
    making such other adjustments (if any) as the auditors of the Companyconsider
appropriate.
 118.3
    
    The determination of the Companysauditors as to the amount of the Adjusted Total of
Capital and Reservesand the total amount of Borrowingsat any time shall be conclusive and
binding on all concerned and for the purposes of their computation the Companysauditors may
at their discretion make such further or other adjustments (if any) or determinations as they
think fit. Nevertheless the directors may act in reliance on a bona fide estimate of the
amount of the Adjusted Total of Capital and Reservesand the total amount of Borrowingsat any
time and if in consequence the borrowing limit is inadvertently exceeded an amount of
borrowings 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 Companysauditors or otherwise the
directors became aware that such a situation has or may have arisen.118.4
    
    No lender or other person dealing with the Groupneed be concerned whether the borrowing
limit is observed. No debt incurred or security given in breach of the borrowing limit will be
invalid or ineffective unless the lender or the recipient of the security had express notice
at the time when the debt was incurred or security given, that the limit had been or would as
a result be breached.
 ALTERNATE DIRECTORS
 119
    
    Alternate directors119.1
    
    Any director may appoint any person (including another director) to act in his place (such
person is called an alternate director). Such appointment requires the approval of the
directors, unless the proposed alternate directoris another director. A director appoints an
alternate directorby delivering an appointment notice signed or authenticated in
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---



##### 



accordance with Article 147 by him (or in any other manner which has been approved by the
directors) to the Registered Office. An alternate directorneed not be a shareholder.119.2
    
    The appointment of an alternate directorends if the director appointing him ceases to be a
director, unless that director retires at a General Meeting at which he is re-elected under
Article 91.1. A director can also remove his alternate by delivering a notice signed or
authenticated in accordance with Article 147 by him (or doing something else which has been
approved by the directors) delivered to the Registered Office. An alternate directorcan also
be removed as an alternate by a resolution of the directors.119.3
    
    An alternate directoris entitled to receive notices of directors meetings once he has
given the Companyan address to which notices may be served on him. He is entitled to attend
and vote as a director at any such meeting at which the director appointing him is not
personally present and generally at such meeting to perform all functions of the director
appointing him as a director. If he is himself a director or attends any such meeting as an
alternate for more than one director, he will have one vote for each director for whom he acts
as an alternate, in addition to his own vote as a director. However, he may not be counted
more than once for the purposes of the quorum. If his appointor is temporarily unable to act
through ill health or disability his signature of or authentication of any directors written
resolution is as effective as the signature or authentication of his appointor.119.4
    
    If the directors decide to allow this, Article 119.3 also applies in a similar fashion to
any meeting of a committee of which his appointor is a member.119.5
    
    An alternate directorshall be an officer of the Companyand shall alone be responsible to
the Companyfor his own actions and mistakes. Except as said in this Article 119, an alternate
director:
 
    
    does not have power to act as a director;
    
    is not considered to be a director for the purposes of the Articles;
    
    is not considered to be the agentof his appointor; and
    
    cannot appoint an alternate director.
 119.6
    
    Subject tothe Companies Acts, an alternate directoris entitled to contract and be
interested in and benefit from contracts or arrangements or transactions and to be repaid
expenses and to be indemnifiedto the same extent as if he were a director. However, he is not
entitled to receive from the Companyas alternate directorany pay, except only such part (if
any) of the payotherwise payable to his appointor as such appointor may direct the Companyin
writing to pay to his alternate.
 THE SECRETARY
 120
    
    The Secretary and Deputy and Assistant Secretaries120.1
    
    The Secretaryis appointed by the directors. The directors decide on the terms and period of
his appointment so long as allowed to do so by the Companies Acts. The directors can also
remove the Secretary, but this does not affect any claim for damages against the Companyfor
breach of any contract between him and the Company.
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---



##### 



120.2
    
    The directors can also appoint one or more people to be deputy or assistant secretary.
Anything which the Companies Actsallow to be done by or to the Secretarycan, if there is no
Secretary, or the Secretaryis for any reason not capable of doing what is required of him,
also be done by or to any deputy or assistant secretary. If there is no deputy or assistant
secretary capable of acting, the directors can appoint any officer to do what would be
required of the deputy or assistant secretary.120.3
    
    Anything which the Companies Actsallow to be done by or to a director and the Secretary,
cannot be done by or to one person acting as both a director and a Secretary.
 THE SEAL
 121
    
    The Seal121.1
    
    The directors are responsible for arranging for the Common Sealand any Securities Sealto
be kept safely. The Common Sealand any Securities Sealcan only be used with the authority of
the directors or of a committee authorised by the directors to use it. The Securities Sealcan
be used only for sealing securities issuedby the Companyin certificated formand sealing
documents creating or evidencing securities issuedby the Company.121.2
    
    Subject tothe provisions of these Articleswhich relate to share certificates, every
document which is sealed using the Common Sealmust be signed personally by:
 
    
    one director and the Secretary; or
    
    two directors; or
    
    any other persons who are authorised to do so by the directors.
 121.3
    
    Where a signature is required to witness the Common Seal, the directors may decide that the
individual need not sign the document personally but that his signature may be printed on it
mechanically, electronically or in any other way the directors approve.121.4
    
    Securitiesand documents which have the Securities Sealstamped on them do not need to be
signed unless the directors or the Companies Actsrequire this.121.5
    
    The directors can use all the powers given by the Companies Actsrelating to official seals
for use abroad.121.6
    
    Certificates for debenturesor other securitiesof the Companymay be printed in any way and
may be sealed and/or signed for in any manner allowed by these Articles.121.7
    
    As long as it is allowed by the Companies Acts, any document signed by:
 
    
    one director and the Secretary; or
    
    by two directors; or
    
    one director in the presence of a witness who attests to the signature,
 and expressed to be entered into by the Companyshall have the same effect as if it had been
made effective by using the Common Seal. However no document which states that it is
intended to have effect as a deed shall be signed in this way without the authority of the
directors or of a committee authorised by the directors to give such authority.
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##### 



AUTHENTICATING DOCUMENTS
 122
    
    Establishing that documents are genuine122.1
    
    Any director, or the Secretary, has power to identify as genuine any of the following and to
certify copies or extracts from them as true copies or extracts:
 
    
    any documents relating to the Companysconstitution;
    
    any resolutions passed by the shareholdersor any class of shareholders, or by the
directors or by a committee of the directors; and
    
    any books, documents, records or accounts which relate to the Companysbusiness.
 The directors can also delegate this power to other people.122.2
    
    When any books, documents, records or accounts are not kept at the Registered Office, the
officer of the Companywho has custody of them is treated as a person who has been authorised
by the directors to identify them as genuine and to provide certified copies or extracts from
them.122.3
    
    A document which appears to be a copy of a resolution or an extract from the minutes of any
meeting, and which is certified as a copy or extract as described in Article 122.1 or 122.2 is
conclusive evidence for anyone who deals with the Companyon the strength of the document
that:
 
    
    the resolution has been properly passed; or
    
    the extract is a true and accurate record of the proceedings of a valid meeting.
 RESERVES
 123
    
    Setting up reservesThe directors can, before recommending any dividend, set aside any profits of the Company
and hold them in a reserve. The directors can decide to use these sums for any purpose for
which the profits of the Companycan lawfully be used. Sums held in a reservecan either be
employed in the business of the Companyor be invested. The directors can divide the reserve
into separate funds for particular purposes and alter the funds into which the reserveis
divided. The directors can also carry forward any profits without holding them in a reserve.
 DIVIDENDS
 124
    
    No dividends are payable except out of profits124.1
    
    No dividend can be paid otherwise than out of profits available for distribution under the
Companies Acts.
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124.2
    
    The profits of the Companywhich are determined to be distributed will be used in the
payment of dividends to shareholdersin accordance with their respective rights and
priorities.125
    
    Final dividendsThe directors may recommend the amount of any final dividend. The shareholderscan then
declaredividends by passing an ordinary resolution, but the amount declaredcannot exceed
the amount recommended by the directors.126
    
    Fixed and interim dividends126.1
    
    If the directors consider that the profits of the Companyjustify such payments, they can
pay:
 
    
    fixed dividends on any class of sharescarrying a fixed dividend on the dates fixed
for the payment of those dividends; and
    
    interim dividends on sharesof any class of any amounts and on any dates and for any
period which they decide.
 126.2
    
    If the directors act in good faith, they are not liable to any shareholdersfor any loss
they may suffer because a lawful dividend has been paid under this Article on other shares
which rankequally with or behind their shares.127
    
    Dividends not in cashIf the directors recommend this, shareholders can pass an ordinary resolutionto direct all
or part of a dividend to be paid by distributing specific assets(and in particular paid-up
sharesor debenturesof any other company) rather than cash. The directors must give effect
to that resolution. Where any difficulty arises on the distribution and valuation of the
assets, the directors can settle it as they decide. In particular, they can:
 
    
    issue fractional certificates;
    
    value assetsfor distribution purposes;
    
    pay cash of a similar value to adjust the rights of persons entitled to the
dividend; and/or
    
    transfer any assetsto trusteesfor persons entitled to the dividend.
 128
    
    Calculation and currency of dividends128.1
    
    All dividends will be divided and paid in proportions based on the amounts which have been
paid-upon the sharesduring any period for which the dividend is paid. Sums which have been
paid-upin advance of callsdo not count in calculating the amount of a dividend to be paid on
a share. If the terms on which any shareis issuedprovide that such sharewill be entitled to
a dividend as if it were a fullypaid-up, or partlypaid-up, sharefrom a particular date (in
the past or the future), it will be entitled to a dividend on this basis. This Article applies
unless the rightsattached to any shares, or the termsof any shares, provide otherwise.
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128.2
    
    Unless the rightsattached to any shares, or the termsof any shares, or the Articles
provide otherwise, a dividend, or any other money payable in respect of any share, can be paid
to a shareholderin whatever currency the directors decide, using an appropriate exchange rate
selected by the directors for any currency conversions which are required.128.3
    
    The directors can decide that a particular Approved Depositaryshould be able to receive
dividends in a currency other than the currency in which it is declaredand can make
arrangements accordingly. In particular, if an Approved Depositaryhas chosen or agreed to
receive dividends in another currency, the directors can make arrangements with the Approved
Depositaryfor payment to be made to the Approved Depositaryfor value on the date on which
the relevant dividend is paid, or a later date decided on by the directors.129
    
    Deducting amounts owing from dividends and other moneyIf a shareholderowes any money for callson shares, or money relating in any other way to
shares, the directors can deduct any of this money (as long as it is immediately payable)
from:
 
    
    any dividend on any sharesheld by the shareholder; or
    
    any other money payable by the Companyin connection with the shares.
 Money deducted in this way can be used to pay amounts owed to the Companyin connection with
the shares.130
    
    Payments to shareholders130.1
    
    Any dividend or other money payable in cash (whether in sterlingor foreign currency)
relating to a sharecan be paid:
 
    
    by cheque or warrantor any other similar financial instrument made payable to the
shareholderwho is entitled to it and sent direct to his registered address or, in the
case of joint shareholders, to the shareholderwho is first named in the Registerand
sent direct to his registered address, or to someone else named in an instruction in
writing from the shareholder(or from all joint shareholders);
    
    in the case of sharesin uncertificated form, by the use of a relevant system;
    
    by inter-bank transfer, electronic form, electronic meansor by means of a website
to an account named in an instruction in writing from the person receiving the payment;
and/or
    
    in some other way agreed between the shareholder(or all joint shareholders) and the
Company.
 130.2
    
    For joint shareholders, the Companycan rely on a receipt for a dividend or other money paid
on sharesfrom any one of them.130.3
    
    Cheques and warrantsare sent, and payment in any other way is made, at the risk of the
people who are entitled to the money. The Companyis treated as having paid a dividend if such
a cheque or warrantis cleared or if a payment using a relevant system, bank transfer,
electronic form, electronic meansor by means of a website is made in accordance with
instructions given by the Company. The Companywill not be responsible for a payment which is
lost or delayed.
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130.4
    
    The Companywill not pay interest on any dividend or other money due to a shareholderin
respect of his shares, unless the rightsof the sharesprovide otherwise.131
    
    Record dates for payments and other mattersAny dividend or distribution on sharesof any class can be paid to the holder or holders of
the sharesshown on the Register, at the close of business on whatever day may be provided
in the resolution declaring the dividend or providing for the distribution. The dividend or
distribution will be based on the number of sharesregistered on that day. This Article
applies whether what is being done is the result of a resolution of the directors or a
resolution passed at a General Meeting. The date can be before any relevant resolution was
passed. This Article does not affect the rights to the dividend or distribution as between
past and present shareholders.132
    
    Dividends which are not claimed132.1
    
    If a dividend has not been claimed for one year after the passing of either the resolution
passed at a General Meeting declaring that dividend or the resolution of the directors
providing for payment of that dividend, the directors may invest the dividend or use it in
some other way for the benefit of the Companyuntil the dividend is claimed. If the directors
pay unclaimed dividends into a separate account, the Companywill not be a trusteeof the
money and will not be liable to pay any interest on it. If a dividend has not been claimed for
12 years after either the passing of the relevant resolution either declaring that dividend or
providing for payment of that dividend, it will be forfeitedand belong to the Companyagain.132.2
    
    The Companycan stop paying dividends by cheque, warrantor other payment order if cheques,
warrantsor other payment orders for two dividends in a row are sent back or not cashed. The
Companymust start paying dividends in this way again if the shareholderor a person
automatically entitled to thesharesby law:
 
    
    claims those dividends in writing (before they are forfeitedunder Article 132.1); and
    
    does not tell the Companyto start paying future dividends in some other way.
 133
    
    Waiver of dividendsWhere a shareholderwants to waive his entitlement to all or any part of a dividend, he may
do so by delivering a notice in writing to that effect, signed or authenticated in
accordance with Article 147 by him, to the Company. If appropriate, the notice in writing
may be signed or authenticated in accordance with Article 147 by whoever has become
automatically entitled to thesharesby law. For the waiver to be effective, the Company
must accept the notice in writing and act on it. The Companymay, however, decline to act on
the notice in writing and continue to pay dividends to the shareholderaccordingly.
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CAPITALISING RESERVES
 134
    
    Capitalising reserves134.1
    
    Subject toany special rightsattaching to any class of shares, the shareholders can pass an
ordinary resolutionto allow the directors to change into capital any sum which:
 
    
    is part of any of the Companysreserves(including premiumsreceived when any
shareswere issued, capital redemption reservesor other undistributable reserves); or
    
    the Companyis holding as undistributed profits.
 134.2
    
    Unless the ordinary resolutionstates otherwise the directors will use the sum which is
changed into capital for the Ordinary Shareholderson the Registerat the close of business on
the day the resolution is passed (or another date stated in the resolution or fixed as stated
in the resolution). The sum set aside must be used to pay up in full sharesof the Companyand
to allotsuch sharesand distribute them to holders of Ordinary Sharesas bonus sharesin
proportion to their holdings of Ordinary Sharesat the time. The sharescan be Ordinary Shares
or, if the rights of other existing sharesallow this, sharesof some other class.134.3
    
    If any difficulty arises in operating this Article, the directors can resolve it in any way
which they decide. For example they can deal with entitlements to fractions of a share. They
can decide that the benefit of fractions of a sharebelongs to the Companyor that fractions
of a shareare ignored or deal with fractions of a sharein some other way.134.4
    
    The directors can appoint any person to sign any contract with the Companyon behalf of
those who are entitled to sharesunder the resolution. Such a contract is binding on all
concerned.
 SCRIP DIVIDENDS
 135
    
    Ordinary Shareholders can be offered the right to receive extra shares instead of cash
dividends135.1
    
    The directors can offer Ordinary Shareholdersthe right to choose to receive extra Ordinary
Shares, which are credited as fullypaid-up, instead of some or all of their cash dividend.
Before they can do this, the shareholdersmust have passed an ordinary resolutionauthorising
the directors to make this offer.135.2
    
    The ordinary resolutioncan apply to a particular dividend or dividends (whether declaredor
not). Alternatively, it can apply to some or all of the dividends which may be declaredor
paid in a specified period. The specified period must end no later than five years after the
ordinary resolutionis passed.135.3
    
    The directors can offer Ordinary Shareholdersor persons automatically entitled by operation
of lawthe right to request new Ordinary Sharesinstead of cash for:
 
    
    the next dividend; or
 - 58 -




---



##### 




    
    all future dividends (if sharesare made available as an alternative to a cash
dividend), until they tell the Companythat they no longer wish to receive new Ordinary
Shares.
 The directors can also allow Ordinary Shareholdersto choose between these alternatives.135.4
    
    An Ordinary Shareholderopting for new sharesis entitled to Ordinary Shareswhose total
relevant valueis as near as possible to the cash dividend (disregarding any tax credit) he
would have received, but no greater than such cash dividend.135.5
    
    The relevant valueof an Ordinary Shareis a value calculated in the manner set out in the
ordinary resolutionor, if the ordinary resolutiondoes not set out how the relevant valueof
an Ordinary Shareis to be calculated, then the relevant valueof an Ordinary Shareis the
average value of the Ordinary Sharesfor the five dealing days starting from, and including,
the day when the sharesare first quoted ex dividend. This average value is worked out from
the average middle market quotations for the Ordinary Shareson the London Stock Exchange, as
published in its Daily Official List. A certificate or report from the Companysauditors as
to the amount of the relevant valuewill be conclusive evidence of that amount.135.6
    
    After the directors have decided to apply this Article to a dividend, they must notify
eligible Ordinary Shareholdersin writing of their right to choose new Ordinary Shares. This
notice should also set out the procedure by which the Ordinary Shareholdersmust notify the
Companyif they wish to receive new Ordinary Shares. Where Ordinary Shareholdershave already
chosen to receive new Ordinary Sharesin place of all cash future dividends, if new Ordinary
Sharesare available, the Companywill not notify them of a right to receive new Ordinary
Shares. Instead, the Companywill remind them that they have already chosen to receive new
Ordinary Sharesand explain to them how to tell the Companyif they wish to start receiving
cash dividends again.135.7
    
    The directors can set a minimum number of Ordinary Sharesin respect of which the right to
choose new Ordinary Sharescan be exercised. No Ordinary Shareholderor person who is
automatically entitled to anOrdinary Shareby lawwill receive a fraction of a share. The
directors can decide how to deal with any fractions left over and the Companycan, if the
directors decide, receive the benefit of any or all of these.135.8
    
    The directors can exclude or restrict the right to choose new Ordinary Shares, or make any
other arrangements where they decide that:
 
    
    this is necessary or convenient to deal with any legal or practical problems in
relation to holders of Ordinary Shareswith registered addresses in any particular
territory under the laws of any territory, or requirements of any recognised regulatory
body or stock exchange in any territory; or
    
    special formalities would otherwise apply in connection with the offer of new
Ordinary Shares(including Ordinary Sharesbeing represented by American Depositary
Shares); or
    
    it would be impractical or unduly onerous to give the right to any Ordinary
Shareholderor that for some other reason the offer should not be made to them.
 135.9
    
    The directors can exclude or restrict the right to choose new Ordinary Sharesin the case of
any shareholder who is an Approved Depositaryor a nominee for an Approved
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---



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Depositary. They can do this if the offer or exerciseof the right to or by the people on
whose behalf the Approved Depositaryholds the shareswould suffer from legal or practical
problems of the kind mentioned in Article 135.8. If other Ordinary Shareholders(other than
those excluded under Article 135.8) have the right to choose new Ordinary Shares, the
directors must be satisfied that an appropriate dividend reinvestment plan or similar
arrangement is available to a substantial majority of the people on whose behalf the
Approved Depositaryholds shares or that such arrangements will be available promptly. The
first sentence of this Article 135.9 does not apply until the directors are satisfied of
this.135.10
    
    If an Ordinary Shareholderchooses to receive new Ordinary Shares, no dividend on the
Ordinary Sharesfor which he has chosen to receive new Ordinary Shares(which are called the
elected shares), will be declaredor payable. Instead, new Ordinary Shareswill be allottedon
the basis set out earlier in this Article. To do this the directors will convert into capital
a sum equal to the total nominal valueof the new Ordinary Sharesto be allotted. They will
use this sum to pay up in full the appropriate number of new Ordinary Shares. These will then
be allottedand distributed to the holders of the elected sharesas set out above. The sum to
be converted into capital can be taken from any amount which is then in any reserveor fund
(including the share premium account, any capital redemption reserveand the profit and loss
account). Article 134 applies to this process, so far as it is consistent with this Article
135.135.11
    
    The new Ordinary Sharesrankequally in all respects with the existing fullypaid-up
Ordinary Sharesat the time the new Ordinary Sharesare allotted. The new Ordinary Sharesare
not entitled to share in the dividend from which they arose or any other dividend or
distribution or other entitlement which has been declared, made or paid or is payable by
reference to such record date or earlier record date.135.12
    
    Unless the directors decide otherwise or the CREST Regulationsor the rules of a relevant
systemrequire otherwise, any new Ordinary Shareswhich an Ordinary Shareholderhas chosen to
receive instead of some or all of his cash dividend will be:
 
    
    sharesin uncertificated formif the corresponding elected shareswere
uncertificated shareson the record date for that dividend; and
    
    sharesin certificated formif the corresponding elected shareswere sharesin
certificated formon the record date for that dividend.
 135.13
    
    The directors can decide that new Ordinary Shareswill not be available in place of any cash
dividend. They can decide this at any time before new Ordinary Sharesare allottedin place of
such dividend, whether before or after Ordinary Shareholdershave chosen to receive new
Ordinary Shares.135.14
    
    The directors have the power to do all acts and things they consider necessary to give
effect to this Article.
 ACCOUNTS
 136
    
    Accounting and other records136.1
    
    The directors must make sure that proper accounting records that comply with the Companies
Actsare kept. These records must explain the Companystransactions and show its financial
position at any time with reasonable accuracy.
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136.2
    
    The directors must, in accordance with the Companies Acts, ensure that the Companysannual
accounts and reports specified in the Companies Actsare prepared and laid before the Company
at a General Meeting.136.3
    
    The auditors report must be laid before the Companyin General Meeting and must be open for
inspection as required by the Companies Acts.137
    
    Location and inspection of records137.1
    
    The accounting records must be kept:
 
    
    at the Registered Office; or
    
    at any other place which the Companies Actsallow and the directors decide on.
 137.2
    
    The Companysofficers always have the right to inspect the accounting records.137.3
    
    No shareholder(other than a shareholderwho is also an officer) has any right to inspect
any books or papers of the Companyunless:
 
    
    the Companies Actsor a proper court order give him that right; or
    
    the directors authorise him to do so; or
    
    he is authorised by an ordinary resolutionto do so.
 138
    
    Sending copies of accounts and other documents138.1
    
    This Article applies to every auditors report and Companysannual accounts and reports to
be laid before the shareholdersat a General Meeting with any other document which the
Companies Actsrequires to be attached to these.138.2
    
    Copies of the documents set out in Article 138.1 must be delivered or sent to the
shareholdersand debentureholders at their registered addresses and to all other people to
whom the Articles, or the Companies Actsor the requirements of the UK Listing Authorityor
the London Stock Exchange(or of any other stock exchange on which all or any of the sharesof
the Companyhave been admitted for listing) require the Companyto send them. This must be
done at least 21 days before the relevant General Meeting. However, the Companyneed not send
these documents to shareholderswho are sent summary financial statements in accordance with
the Companies Acts.138.3
    
    Shareholdersor debentureholders who are not sent copies of the above documents in Article
138.2 can receive a copy free of charge by applying to the Companyat the Registered Office.
 AUDITORS
 139
    
    Actions of auditorsThe directors must appoint auditors for the Company. The duties of the auditors will be
regulated in accordance with the Companies Acts. So far as the Companies Actsallow, the
actions of a person acting as an auditor are valid in favour of anyone dealing with the
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Companyin good faith, even if there was some defect in the persons appointment or
qualification to act as an auditor.140
    
    Auditors at General MeetingsThe Companysauditor can attend any General Meeting. He can speak at General Meetings on
any business which is relevant to him as auditor.
 COMMUNICATIONS WITH SHAREHOLDERS
 141
    
    Serving and delivering notices and other documents141.1
    
    To the extent permitted and unless required otherwise by the Companies Acts, any other Act
applying to the Companyor these Articles, the Companycan send, serve, supply or deliver any
offer, notice, information or any other document, including a share certificate, on or to a
shareholder:
 
    
    personally;
    
    by posting it in a letter (with postage paid) to the shareholdersregistered
address or by causing it to be left at that address in some other way; or
    
    by electronic meansand/or by making such offers, notices, information or documents
available on a website.
 141.2
    
    The Company Communication Provisionshave effect for the purposes of any provisions of the
Companies Actsor these Articlesthat authorise or requires offers, notices, information or
any other documents to be sent, served, supplied or delivered by or to the Company.141.3
    
    Articles 141 to 147 do not affect any provision of the Companies Actsrequiring offers,
notices, information or documents to be sent, served, supplied or delivered in a particular
way.142
    
    Notices to joint holders142.1
    
    Anything which needs to be agreed or specified by the joint holders of a share shall for all
purposes be taken to be agreed or specified by all the joint holders where it has been agreed
or specified by the joint holder whose name stands first in the Registerin respect of the
share.142.2
    
    Any offer, notice, information or any other document which is authorised or required to be
sent or supplied to joint holders of a share may be sent or supplied to the joint holder whose
name stands first in the Registerin respect of the share, to the exclusion of the other joint
holders. For such purpose, a joint holder having no registered address in the United Kingdom
and not having supplied an address within the United Kingdomfor the service of notices may,
subject toany Actapplying to the Company, be disregarded.142.3
    
    The provisions of this Article shall have effect, subject tothe Companies Acts, in place of
the Company Communications Provisionsregarding notices to joint holders.
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143
    
    Notices for shareholders with foreign addressesSubject tothe Companies Actsand any other Actapplying to the Company, the Companyshall
not be required to send offers, notices, information or any other documents to a shareholder
who (having no registered address within the United Kingdom) has not supplied to the Company
a postal address within the United Kingdomfor the service of notices.144
    
    When notices are served144.1
    
    If an offer, notice, information or any other document is delivered or served by hand, it is
treated as being delivered or served at the time it is handed to the shareholderor left at
his registered address.144.2
    
    If an offer, notice, information or any other document (including a share certificate) is
sent or supplied by the Companyin hard copy form, or in electronic form, but to be delivered
other than by electronic means, and which is sent by pre-paid post and properly addressed
shall be deemed to have been received by the intended recipient at the expiration of 24 hours
after the time it was posted, and in proving such receipt it shall be sufficient to show that
such offer, notice, information or other document was properly addressed, pre-paid and posted.144.3
    
    If an offer, notice, information or any other document is sent or supplied by the Companyby
electronic means it shall be deemed to have been received by the intended recipient two hours
after it was transmitted, and in proving such receipt it shall be sufficient to show that such
offer, notice, information or other document was properly addressed.144.4
    
    If an offer, notice, information or any other document is sent or supplied by the Companyby
means of a website it shall be deemed to have been received when the material was first made
available on the website or, if later, when the recipient received (or is deemed to have
received) notice of the fact that the material was available on the website.144.5
    
    This Article shall have effect, subject toany mandatory provision of the Companies Actsand
any other Actapplying to the Company, in place of the Company Communications Provisions
relating to when offers, notices, information or any other documents are deemed delivered.145
    
    Serving notices and documents on shareholders who have died or are bankrupt145.1
    
    A person who claims to be entitled to a share in consequence of the death or bankruptcy of a
shareholderor otherwise by operation of law shall supply to the Company:
 
    
    such evidence as the directors may reasonably require to show his title to the
share; and
    
    an address within the United Kingdomfor the service of notices,
 whereupon he shall be entitled to have served upon or delivered to him at such address any
offer, notice, information or any other document to which the said shareholderwould have
been entitled, and such service or delivery shall for all purposes be deemed a sufficient
service or delivery of such offer, notice, information or any other document on all persons
interested (whether jointly with or claiming through or under him) in the share.
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---



##### 



145.2
    
    Save as provided by Article 145.1, any offer, notice, information or any other document
delivered or sent to the address of any shareholderin pursuance of these Articlesshall,
notwithstanding that such shareholderbe then dead or bankrupt or in liquidation, and whether
or not the Companyhas notice of his death or bankruptcy or liquidation, be deemed to have
been duly delivered or sent in respect of any share registered in the name of such shareholder
as sole or first-named joint holder.145.3
    
    The provisions of this Article shall have effect in place of the Company Communications
Provisionsregarding the death or bankruptcy of a holder of sharesin the Company.146
    
    If documents are accidentally not sent or the postal services are suspended146.1
    
    The accidental failure to send, or the non-receipt by any person entitled to any offer,
notice, information or any other document relating to any meeting or other proceeding shall
not invalidate the meeting or other proceeding.146.2
    
    If at any time by reason of the suspension or curtailment of postal services within the
United Kingdomthe Companyis unable to give notice by post in hard copy form of a
shareholders meeting, such notice shall be deemed to have been given to all shareholders
entitled to receive such notice in hard copy form if such notice is advertised in at least one
national newspaper and such notice shall be deemed to have been given on the day when the
advertisement appears. In any such case, the Companyshall (i) make such notice available on
its website from the date of such advertisement until the conclusion of the meeting or any
adjournment thereof and (ii) send confirmatory copies of the notice by post to such
shareholdersif at least seven days prior to the meeting the posting of notices again becomes
practicable.147
    
    Signature or authentication of documents147.1
    
    Where these Articlesrequire an offer, notice, information or any other document to be
signed or authenticated by a shareholderor any other person then any such offer, notice or
other document sent or supplied in electronic form or by means of a website shall be
sufficiently authenticated in any manner authorised by the Company Communications Provisions
or in such other manner approved by the directors.147.2
    
    The directors may determine procedures for validating offers, notices, information or any
other documents sent or supplied in electronic form or by means of a website, and any offer,
notice, information or any other document, not validated in accordance with such procedures
shall be deemed not to have been received by the Company.
 MINUTES AND RECORDS
 148
    
    Minutes148.1
    
    The directors must ensure that minutes are entered in books kept for the purpose of:
 
    
    all appointments of officers made by the directors;
    
    the names of the directors present at each directors meeting and of any committee
of the directors;
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---



##### 




    
    all resolutions and proceedings at all General Meetings of the Company, the holders
of any class of sharesin the Company, the directors and any committees of the
directors;
 and every director present at any directors meeting or committee meeting must sign his name
in a book to be kept for that purpose.148.2
    
    If any such minute purports to be signed or authenticated by the chairman of the meeting at
which the proceedings took place or by the chairman of the next succeeding meeting this shall
be conclusive evidence of the proceedings.149
    
    Availability of records for inspection and notifying the Registrar of Companies149.1
    
    The Companymust keep and make available for inspection as required by the Companies Acts:
 
    
    a register of the directors and Secretarywhich must include all information
required by the Companies Acts(and from time to time the Companymust notify the
registrar of companies of changes to the register and the date of the change in the
manner required by the Companies Acts);
    
    copies and memoranda of directors service contracts with the Companyand any of its
subsidiaries;
    
    a register for recording information relating to interests in the share capital of
the Company.
 149.2
    
    The directors must ensure that a register is kept in accordance with the Companies Actsof
all chargesspecifically affecting property of the Companyand of all floating chargeson the
whole or part of the Companysproperty or undertaking, and the directors must comply with the
Companies Actsin relation to registration of charges.
 WINDING UP
 150
    
    Directors power to petitionThe directors can present a petition to the Court in the name and on behalf of the Company
for the Companyto be wound up.151
    
    Distribution of assets in kindIf the Companyis wound up(whether the liquidation is voluntary, under supervision of the
Court, or by the Court) the liquidator can, with the authority of a special resolution
passed by the shareholdersand any other sanction required by the Companies Actsor any
other Act, divide among the shareholdersthe whole or any part of the assetsof the Company.
This applies whether the assetsconsist of property of one kind or different kinds. For this
purpose, the liquidator can place whatever value he considers fair upon any property and
decide how the division is carried out as between shareholdersor different classes of
shareholders. The liquidator can also, with the authority of a special resolutionpassed by
the shareholdersand any other sanction required by the Companies Actsor
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---



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any other Act, transfer any part of the assetsto trusteesupon any trusts for the benefit
of shareholderswhich the liquidator decides. However no past or present shareholdercan be
compelled to accept any sharesor other securitiesunder this Article which carry a
liability.
 DESTROYING DOCUMENTS
 152
    
    Destroying documents152.1
    
    The Companycan destroy all:
 
    
    forms of transfer of shares, and documents sent to support a transfer, and any other
documents which were the basis for making an entry on the Register, after six years
from the date of registration;
    
    dividend payment instructions and notifications of a change of address or name,
after two years from the date these were registered; and
    
    cancelled share certificates, one year after the date they were cancelled.
 152.2
    
    A document destroyed in accordance with Article 152.1 is conclusively treated as having been
a valid and effective document in accordance with the Companysrecords relating to the
document. Any action of the Companyin dealing with the document in accordance with its terms
before it was destroyed is conclusively treated as properly taken.152.3
    
    Articles 152.1 and 152.2 only apply to documents which are destroyed in good faith and if
the Companyhas not been informed that keeping the documents is relevant to any claim.152.4
    
    For documents relating to sharesin uncertificated form, the Companymust also comply with
any rules (as defined in the CREST Regulations) which limit its ability to destroy these
documents.152.5
    
    This Article does not make the Companyliable if it:
 
    
    destroys a document earlier than referred to in Article 152.1; or
    
    would not be liable if this Article did not exist.
 152.6
    
    This Article applies whether a document is destroyed or disposed of in any other manner.
 DIRECTORS LIABILITIES
 153
    
    Indemnity153.1
    
    Subject to the provisions of, and so far as may be permitted by and consistent with, the
Companies Acts, rules made by the UK Listing Authorityand local law as applicable, every
director, Secretaryand officer of the Companyand of each Associated Companyof the Company
may be indemnifiedby the Companyout of its own funds against:
 
    
    any liability incurred by or attaching to him in connection with any negligence,
default, breach of duty or breach of trust by him in relation to the Companyor any
Associated Companyof the Companyother than in the case of a director of the Company
or any Associated Company:
 - 66 -




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##### 



(i)
    
    any liability to the Companyor any Associated Company; and(ii)
    
    any liability of the kind referred to in Section 234(3) of the
Companies Act 2006; and
 
    
    any other liability incurred by or attaching to him in the actual or purported
execution and/or discharge of his duties and/or the exercise or purported exercise of
his powers and/or otherwise in relation to or in connection with his duties, powers or
office.
 153.2
    
    Subject to the provisions of, and so far as may be permitted by and consistent with, the
Companies Acts, the rules of the UK Listing Authorityand local law as applicable, every
director, Secretaryand officer of the Companyand of each Associated Companyof the Company
may be indemnifiedby the Companyout of its own funds against:
 
    
    any liability incurred by or attaching to him in connection with any negligence,
default, breach of duty or breach of trust by him in relation to the Companyor any
Associated Companyof the Company, if it is the trustee of an occupational pension
scheme (within the meaning of Section 235(6) of the Companies Act 2006), in so far as
such liability relates to the Companysor any such Associated Companiesactivities as
trustee of such occupational pension scheme and other than in the case of a director of
the Companyor any Associated Companyany liability of the kind referred to in Section
235(3) of the Companies Act 2006; and
    
    any other liability incurred by or attaching to him in the actual or purported
execution and/or discharge of his duties and/or the exercise or purported exercise of
his powers and/or otherwise in relation to or in connection with his duties, powers or
office.
 153.3
    
    Where a director, Secretaryor officer is indemnifiedagainst any liability in accordance
with this Article 153, such indemnityshall extend to all costs, charges, losses, expenses and
liabilities incurred by him in relation thereto.153.4
    
    In this Article Associated Companyshall have the meaning given by Section 256 of the
Companies Act 2006.153.5
    
    So far as the Companies Actsallow, the Secretaryand other officers, who are not directors
of the Companyor an Associated Companyof the Companyof the Companyare exempted from any
liabilityto the Companyor any Associated Companyof the Companywhere that liabilitywould
be covered by the indemnityin Article 153.1.154
    
    Insurance and Defence funding154.1
    
    For the purpose of this Article each of the following is a Relevant Company:
 
    
    the Company;
    
    any holding companyof the Company;
    
    any companyin which the Companyor its holding companyor any of the predecessors
of the Companyor of its holding companyhas or had any interest, whether direct or
indirect; and
    
    any companywhich is in any way allied to or associated with the Company, or any
subsidiary undertakingof the Companyor such other company.
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154.2
    
    Without limiting Article 153 in any way, the directors can arrange for the Companyto
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; or
    
    trusteesof any pension fund or employees share scheme in which employees of any
Relevant Companyare interested.
 This includes, for example, insurance against any liabilityincurred by them for any act or
omission:
 
    
    in performing or omitting to perform their duties; and/or
    
    in exercisingor omitting to exercisetheir powers; and/or
    
    in claiming to do any of these things; and/or
    
    otherwise in relation to their duties, powers or offices.
 154.3
    
    Subject to the provisions of and so far as may be permitted by the Companies Act,rules made
by the UK Listing Authorityand local law as applicable, the Company:
 
    
    may provide a director, Secretaryor officer of the Companyor any Associated
Companyof the Companywith funds to meet expenditure incurred or to be incurred by him
in:
 (i)
    
    defending any criminal or civil proceedings in connection with
any negligence, default, breach of duty or breach of trust by him in relation
to the Companyor an Associated Companyof the Company; or(ii)
    
    in connection with any application for relief under the
provisions mentioned in Section 205(5) of the Companies Act 2006; and
 
    
    may do anything to enable any such director, Secretaryor officer to avoid incurring
such expenditure.
 154.4
    
    The terms set out in Section 205(2) of the Companies Act 2006shall apply to any provision
of funds or other things done under Article 154.3.154.5
    
    Subject to the provisions of and so far as may be permitted by the Companies Acts,rules
made by the UK Listing Authorityand local law as applicable, the Company:
 
    
    may provide a director, Secretaryor officer of the Companyor any Associated
Companyof the Companywith funds to meet expenditure incurred or to be incurred by him
in defending himself in an investigation by a regulatory authority or against action
proposed to be taken by a regulatory authority in connection with any alleged
negligence, default, breach of duty or breach of trust by him in relation to the
Companyor any Associated Companyof the Company; and
    
    may do anything to enable any such director, Secretaryor officer to avoid incurring
such expenditure.
 154.6
    
    In this Article Associated Companyshall have the meaning given thereto by Section 256 of
the Companies Act 2006.
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##### 



SHARE WARRANTS
 155
    
    Issue of Share Warrants155.1
    
    The Companycan issueShare Warrantswhich state that the bearer of the Share Warrant
(Bearer) is entitled to the sharesspecified in the Share Warrant. The Companycan only do
this in a way which is allowed under the Companies Actsand in Articles 155 to 162. Share
Warrantscan provide for the payment of future dividends and other distributions relating to
the shares. Payment can be made by exchanging coupons which can be attached to the Share
Warrants, or in any other way which the directors determine.155.2
    
    The Bearerof a Share Warrantis entitled to the number of shareswhich are specified in it.
These sharescan be transferred by one person delivering the Share Warrantto another.155.3
    
    Subject toArticle 155.2, the provisions of the Articlesrelating to share certificates and
transferring sharesdo not apply to Share Warrants.155.4
    
    Each Share Warrantmust be issuedunder the Seal.155.5
    
    The directors can decide on the language and form of, and the number of sharesrepresented
by, each Share Warrant.156
    
    Directors can accept a certificate instead of a Share Warrant156.1
    
    The directors can accept a certificate from the persons referred to in Article 156.2 stating
that they hold Share Warrantson behalf of someone named in the certificate as proof of
matters set out in such certificate. The certificate will be in such form as the directors
decide (including details of the number of sharesto which the Share Warrantrelates).156.2
    
    The only people who may deliver a certificate to the Companyare the ADR Depositaryor any
bank or agentwhich has been appointed by the Company. For the purposes of Articles 155 to
161, the Companycan treat the deposit of the certificate as though the Share Warrantitself
had been deposited at the Transfer Office.156.3
    
    As long as the certificate is in a form agreed by the directors, the Companydoes not need
to make any further enquiry into the accuracy of the information contained in the certificate.157
    
    Requesting a Share Warrant157.1
    
    A Share Warrantwill only be issuedif a shareholderrequests in writing that a Share
Warrantis issuedfor some or all of the shareswhich are registered in his name.157.2
    
    The request must be addressed to the directors at the Transfer Office. The directors can
specify the form of the request, and can require that evidence is sent with the request to
prove the identity of the person making the request and his right to the shares. The directors
do not have to agree to this request.157.3
    
    Where a shareholderrequests that Share Warrantsare issuedin relation to sharesregistered
in his name, and there are share certificates in respect of those shares, a Share Warrantwill
only be issuedonce the share certificates have been delivered to the Transfer Officefor
cancellation.
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---



##### 



157.4
    
    A person who requests a Share Warrant(including a person requesting a Share Warrantin the
circumstances described in Article 158) is responsible (and will re-imburse the Company) for
all and any stamp duties, stamp duty reserve tax, bearer instrument duty, taxes, charges,
fees, interest and penalties payable in connection with the issue of the Share Warrants. This
Article 157.4 applies unless the person requesting the Share Warrantagrees otherwise with the
Company.158
    
    Replacing Share Warrants158.1
    
    If a Share Warrantis damaged or defaced, the Bearercan request a new one, once he returns
the damaged or defaced Share Warrantto the directors at the Transfer Office. Once any
payments of the types described in Article 157.4 are made (if any), a new Share Warrantwill
be issued.158.2
    
    If a Share Warrantis said to have been lost, stolen or destroyed, the directors can issue a
replacement (although they do not have to do so). The directors can require satisfactory
evidence of the loss, theft or destruction, an indemnity, the payment of any exceptional out
of pocket expenses, and payments of the types described in Article 157.4 before issuing a
replacement.158.3
    
    The Bearercan ask the directors to cancel his existing Share Warrantand replace it with
two (or more) Share Warrantswhich together represent the same number of shareswhich the
original single Share Warrantrepresented. The directors do not have to comply with this
request. If they do, the Bearerwill have to surrender his original Share Warrantand can be
required by the directors to make any payments of the types described in Article 157.4 before
the new Share Warrantsare issued.159
    
    Rights of the Bearer159.1
    
    The Bearer(or a person who has deposited his Share Warrantin accordance with Article 159.2
or if the directors so decide, Article 156.2) shall be entitled to the same rights and be
subject tothe same obligations as those to which he would be entitled or subject if he were
the registered holder of the sharesto which the Share Warrantrelates. This is subject tothe
provisions of Articles 155 to 162.159.2
    
    Where a Bearerdeposits his Share Warrant, together with a declaration in writing giving his
name and address, at the Transfer Office(or some other place specified by the directors) he
has certain rights at any General Meeting provided that such Share Warrantis deposited at
least 48 hours in advance of such meeting. For as long as the Share Warrantremains so
deposited, the person who deposited it will have the following rights as if he were the
registered holder from the time of deposit of the sharesspecified in the Share Warrantat a
General Meeting:
 
    
    the right to sign a form requiring a General Meeting;
    
    the right to give notice of his intention to submit a resolution at a General
Meeting;
    
    the right to attend, speak and vote, appoint a proxyand exercisethe other rights
of a shareholderat a General Meeting.
 - 70 -




---



##### 



159.3
    
    Any Share Warrantwhich is deposited in accordance with Article 159.2 must remain deposited
until the end of the General Meeting at which the person who deposited the Share Warrant
desires to attend or be represented.159.4
    
    If a person presents a Share Warrantat the Transfer Office, the Companyis entitled to
assume that this person is the owner of the Share Warrant. The Companycan pay dividends or
moneys relating to the sharesspecified in the Share Warrantwhich are due to this person
either to such person or to an account specified by him. If the Companydoes this, it shall
have performed its obligation to pay that dividend or those moneys.160
    
    Bearers of Share Warrants participating in securities offers160.1
    
    In the case of a securities offer, there is no need to contact any Bearerindividually.
Instead, all the Companyneed do is advertise the details of the securities offerin a leading
United Kingdomnational daily newspaper (and any other newspapers the directors decide on).160.2
    
    If, following the publication of the advertisement referred to above, the Bearerdeposits
the Share Warrant(or, if appropriate, the coupon attached to the Share Warrant) at the
Transfer Office(or some other place mentioned in the advertisement), within the time limit
set out in the securities offer, he shall have the same right to participate in the securities
offeras if he were the registered holder of the sharesspecified in the Share Warrant.160.3
    
    For the purposes of this Article, a securities offermeans an offer of shares, securitiesor
debenturesto shareholdersor any class of shareholders, or a proposed issueof shares
pursuant to Article 134.161
    
    Communications with Bearers of Share Warrants161.1
    
    In the case of any communication (for example, a notice of General Meeting, a circular or
annual report) with shareholders, there is no need for the Companyto contact any Bearer
individually. Instead, all the Companyneed do is advertise the communication in a leading
United Kingdomnational daily newspaper (and any other newspapers the directors decide on),
giving an address where copies of the communication may be obtained by the Bearer.161.2
    
    The Companymust communicate with the Bearerin a different way, if the London Stock
Exchangerequires this.162
    
    Issuing shares to which the Share Warrant relates162.1
    
    The Bearercan ask to be registered as a shareholder(or that another person be so
registered) in respect of all or any of the sharesspecified in the Share Warrant. In order to
do so he must deposit at the Transfer Office(or another place specified by the directors):
 
    
    the Share Warrant; and
    
    a signed declaration in a form agreed by the directors which sets out the names and
addresses of the persons, and the numbers of shares, in whose name he wishes such
sharesto be registered.
 - 71 -




---



##### 



162.2
    
    The Companywill comply with a request made in accordance with Article 162.1 only upon the
payment (or reimbursement) by the Bearerof all and any stamp duties, stamp duty reserve tax,
bearer instrument duty, taxes, charges, fees, interest and penalties payable in connection
with the issueof the shares. The Companymay, however, agree that any such taxes or costs do
not have to be paid by the Bearer.162.3
    
    If the Companycomplies with a request made in accordance with Article 162.1, the person
named in the declaration will be entitled to have his name entered as a memberin the Register
in respect of the sharesspecified in the declaration and to receive a share certificate for
them. The time limit for the Companyto prepare a share certificate under this Article 162.3
is two months from the decision to comply with a request made in accordance with Article
162.1.162.4
    
    If the declaration does not deal with all the sharesto which the Share Warrantrelates, a
new Share Warrantfor the remaining shareswill be issued, without charge, to the person who
deposited the old Share Warrant. The new Share Warrantwill only be issued upon the
cancellation of the old Share Warrant.
 ADR DEPOSITARY
 163
    
    ADR Depositary can appoint proxies163.1
    
    The ADR Depositarycan appoint more than one person to be its proxy. As long as the
appointment complies with the requirements in Article 163.2, the appointment can be made in
any way and on any terms which the ADR Depositarythinks fit. Each person appointed in this
way is called an Appointed Proxy.163.2
    
    The appointment must set out the number of sharesin relation to which an Appointed Proxyis
appointed. This number is called the Appointed Number. The Appointed Numbersof all Appointed
Proxiesappointed by the ADR Depositary, when added together, must not be more than the number
of Depositary Shares(as calculated in Article 163.3).163.3
    
    The Depositary Sharesattributable to the ADR Depositaryconsist of the total of the number
of shares:
 
    
    registered in the name of the ADR Depositary;
    
    represented by Share Warrantswhich have been deposited by the ADR Depositarywith
the Companyin accordance with Article 159; and
    
    represented by Share Warrantswhich are set out in a certificate from the ADR
Depositaryaccepted by the directors in accordance with Article 156.
 164
    
    The ADR Depositary must keep a Proxy Register164.1
    
    The ADR Depositarymust keep a register of the names and addresses of all the Appointed
Proxies. This is called the Proxy Register. The Proxy Registerwill also set out the Appointed
Numberof sharesof each Appointed Proxy.This can be shown by setting out the number of
American Depositary Receiptswhich each Appointed Proxyholds and stating that the Appointed
Numberof sharescan be ascertained by multiplying the said number of American Depositary
Receiptsby such number which for the time
 - 72 -




---



##### 



being is equal to the number of shareswhich any one American Depositary Receiptrepresents.164.2
    
    The ADR Depositarymust let anyone whom the directors nominate inspect the Proxy Register
during usual business hours on a working day. The ADR Depositarymust also provide, as soon as
possible, any information contained in the Proxy Registerif it is demanded by the Companyor
its agents.165
    
    Appointed Proxies can only attend General Meetings if properly appointedAn Appointed Proxymay only attend a General Meeting if he provides the Companywith
evidence in writing of his appointment by the ADR Depositaryfor that General Meeting. This
must be in a form agreed between the directors and the ADR Depositary.166
    
    Rights of Appointed ProxiesSubject tothe Companies Actsand these Articlesand so long as the Depositary Sharesare
sufficient to include an Appointed Proxys Appointed Number:
 
    
    at a General Meeting which an Appointed Proxyis entitled to attend, he is entitled
to the same rights and has the same obligations in relation to his Appointed Numberof
sharesas if the ADR Depositarywas the registered holder of such sharesand he had
been validly appointed in accordance with Articles 75 to 77 by the ADR Depositaryas
its proxyin relation to those shares; and
    
    an Appointed Proxycan himself appoint another person to be his proxyin relation to
his Appointed Numberof shares, as long as the appointment is made and deposited in
accordance with Articles 75 to 77 and, if it is, the provisions of these Articleswill
apply to such an appointment as though the Appointed Proxywas the registered holder of
such sharesand the appointment was made by him in that capacity.
 167
    
    Sending information to an Appointed ProxyThe Companycan send to an Appointed Proxyat his address in the Proxy Registerall the same
documents which are sent to shareholders.168
    
    The Company can pay dividends to an Appointed ProxyThe Companycan pay to an Appointed Proxyat his address in the Proxy Registerall dividends
or other moneys relating to the Appointed Proxys Appointed Numberof sharesinstead of
paying this amount to the ADR Depositary. If the Companydoes this, it will not have any
obligation to make this payment to the ADR Depositaryas well.169
    
    The Proxy Register may be fixed at a certain date169.1
    
    In order to determine which persons are entitled as Appointed Proxiesto:
 
    
    exercisethe rights conferred by Article 166;
    
    receive documents sent pursuant to Article 167; and
 - 73 -




---



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
    
    be paid dividends pursuant to Article 168
 and the Appointed Numberof sharesin respect of which a person is to be treated as having
been appointed as an Appointed Proxyfor such purpose, the ADR Depositarymay determine that
the Appointed Proxieswho are entitled are the persons entered in the Proxy Registerat the
close of business on a date (a Record Date) determined by the ADR Depositaryin consultation
with the Company.169.2
    
    When a Record Dateis determined for a particular purpose:
 
    
    the Appointed Numberof sharesin respect of an Appointed Proxywill be treated as
the number appearing against his name in the Proxy Registeras at the close of business
on the Record Date;
    
    this can be shown by setting out the number of American Depositary Receiptswhich
each Appointed Proxyholds and stating that the number of sharescan be ascertained by
multiplying the said number of American Depositary Receiptsby such number which for
the time being is equal to the number of shareswhich any one American Depositary
Receiptrepresents; and
    
    changes to entries in the Proxy Registerafter the close of business on the Record
Datewill be ignored in determining the entitlement of any person for the purpose
concerned.
 170
    
    The nature of an Appointed Proxys interestExcept as required by the Companies Acts, no Appointed Proxywill be recognised by the
Companyas holding any interest in sharesupon any trust. Except for recognising the rights
given in relation to General Meetings by appointments made by Appointed Proxiespursuant to
Article 166, the Companyis entitled to treat any person entered in the Proxy Registeras an
Appointed Proxyas the only person (other than the ADR Depositary) who has any interest in
the sharesin respect of which the Appointed Proxyhas been appointed.171
    
    Validity of the appointment of Appointed Proxies171.1
    
    If any question arises as to whether any particular person or persons has or have been
validly appointed to vote (or exerciseany other right) in respect of any shares(for example
because the total number of sharesin respect of which appointments are recorded in the Proxy
Registeris more than the number of Depositary Shares) this question will, if it arises at or
in relation to a General Meeting be determined by the chairman of the General Meeting. His
decision (which can include declining to recognise a particular appointment or appointments as
valid) will, if made in good faith, be final and binding on all persons interested.171.2
    
    If a question of the type described in Article 171.1 arises in any circumstances other than
at or in relation to a General Meeting, the question will be determined by the directors.
Their decision (which can include declining to recognise a particular appointment or
appointments as valid) will also, if made in good faith, be final and binding on all persons
interested.
 - 74 -




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##### 



Rights and Restrictions Attached to the B Shares
 172
    
    DefinitionsThe following definitions will apply solely in Articles 172 to 189:
 
    
    B Share Continuing Dividendmeans the non-cumulative preferential dividend payable
on a Dividend Payment Datein relation to each B Shareat the rate (on the nominal
valuethereof) of 75 per cent. of Sterling LIBORcalculated in accordance with these
Articles;
    
    B Share Dividend Calculation Periodmeans each six month period within the Future
Redemption Periodending on either 4 February or 4 August used for the calculation of
the B Share Continuing Dividendon the B Shares, the first such period commencing on 5
August 2006 and ending on 4 February 2007 provided that B Shareswhich are redeemedon
the First Redemption Dateor converted into Deferred Shareson 7 August 2006 will not
qualify for the payment of any B Share Continuing Dividend;
    
    B Sharesmeans redeemable non-cumulative preference shares of 15 pence each in the
capital of the Company;
    
    Business Daymeans a day (other than a Saturday, Sunday or public holiday) on which
pounds sterlingdeposits may be dealt in on the London inter-bank market and commercial
banks are open for general business in London;
    
    CRESTmeans the relevant system (as defined in the Uncertificated Securities
Regulations 2001) in respect of which CRESTCo Limited is the Operator (as defined in
such regulations);
    
    Deferred Sharesmeans the unlisted deferred shares of 15 pence each, the rights and
restrictions attached to which are set out in Articles 182 to 188;
    
    Dividend Payment Datesmeans 5 February and 5 August in each year within the Future
Redemption Period(or, if not a Business Day, the next Business Day(without any
interest or payment in respect of the delay)) and Dividend Payment Datewill be
construed accordingly;
    
    Electionmeans an election by shareholdersin relation to their B Sharesto (i)
accept an initial redemption of the B Shares; (ii) receive an initial dividend on the B
Shares; or (iii) accept a future redemption of the B Shares, either by completing,
signing and returning the election form which was enclosed with the circular to
shareholdersdated 13 June 2006, or by submitting an Unmatched Stock Event instruction
through CREST;
    
    First Redemption Datemeans 4 August 2006;
    
    Future Redemption Datemeans 5 February and/or 5 August in any calendar year within
the Future Redemption Period;
    
    Future Redemption Formmeans the form, printed on the reverse of each B Share
certificate, by means of which shareholdersholding their B Sharesin certificated form
may elect to have their B Sharesredeemedon a Future Redemption Date;
 - 75 -




---



##### 




    
    Future Redemption Periodmeans the period beginning on 5 August 2006 and ending on 4
August 2008;
    
    Sterling LIBORmeans the rate for six-month deposits in pounds sterling for a period
of designated maturity which appears on the Reuters screen ISDA page (or such other
page or service as may replace it for the purpose of displaying London inter-bank
offered rates of leading banks for pounds sterlingdeposits as determined by the
Company) as at 11.00 a.m. on the first Business Dayof each B Share Dividend
Calculation Period;
    
    US Shareholdersmeans shareholders(beneficial or otherwise) who have an address in
the United States on the Companysregister of members or who are physically located in
the United States.
 173
    
    Income173.1
    
    If the Companyhas profits which are available for distribution and the directors resolve
that these should be distributed, the holders of the B Shareswill be entitled, before the
payment of dividends or other distributions to the holders of Ordinary Sharesbut after the
payment of the preferential dividend on the Fixed Rate Shares, to be paid the B Share
Continuing Dividend. The B Share Continuing Dividendwill be paid at the rate (on the nominal
valueof the B Shareswhich is paid up or treated as paid up) of 75 per cent. of Sterling
LIBOR, in arrears half yearly on the Dividend Payment Dates. The first Dividend Payment Date
will be 5 February 2007 which will cover the period from 5 August 2006 to 4 February 2007. B
Shareswhich are redeemedon the First Redemption Dateor which are converted into Deferred
Shareswill not qualify for the payment of any B Share Continuing Dividend.173.2
    
    Payments of B Share Continuing Dividendswill be made to holders of B Shareswhose names
appear on the relevant register of members of the Company, if the relevant Dividend Payment
Dateis 5 February at the close of business on 21 January in the same calendar year and if the
relevant Dividend Payment Dateis 5 August at the close of business on 21 July in the same
calendar year. The aggregate entitlement on a Dividend Payment Dateof each holder of B Shares
in respect of the B Share Continuing Dividendon all B Sharesheld by him will be rounded down
to the nearest whole penny.173.3
    
    The B Shareswill not confer any other right to share in the Companysprofits.174
    
    Capital174.1
    
    If the Companyis wound up (but in no other circumstances involving a repayment of capital
or distribution of assetsto shareholderswhether by reduction of capital, redeemingor buying
back shares or otherwise), the holders of B Shareswill be entitled, before any payment to the
holders of Ordinary Sharesbut after any payment to the holders of Fixed Rate Shares, to
repayment of the amount paid up or treated as paid up on the nominal valueof each B Share,
together with any outstanding entitlement to the B Share Continuing Dividendup to the
Dividend Payment Dateimmediately before the winding-up. The aggregate entitlement of each
holder of B Shareson a winding-up in respect of all of the B Sharesheld by him will be
rounded down to the nearest whole penny.
 - 76 -




---



##### 



174.2
    
    The holders of B Shareswill not have any other right to share in the Companyssurplus
assets. If there is a winding-up to which Article 174.1 applies and there is not enough to pay
the amounts due on the B Shares, the holders of the B Shareswill share what is available in
proportion to the amounts to which they would otherwise be entitled.175
    
    RedemptionThe Companymay (in accordance with the Companies Actsand the provisions of these Articles)
redeemthe B Sharesin accordance with the following provisions:175.1
    
    Unless redeemedearlier, on 5 August 2008.175.2
    
    Holders of B Shareswho have made an Electionby 3.00 p.m. on 3 August 2006 (or any later
date the directors may decide) to have some or all of their B Sharesredeemedwill be able to
have that number of B Sharesredeemedon the First Redemption Date.175.3
    
    After the First Redemption Date, holders of B Shareswill be able to elect to have any
outstanding B Sharesredeemedon a Future Redemption Date(or, if not a Business Day, the next
Business Day(without any interest or payment in respect of the delay)) by returning a Future
Redemption Formor submitting an Unmatched Stock Event instruction, as applicable. If a Future
Redemption Formor an Unmatched Stock Event instruction is returned for settlement for all or
part of their B Sharesthen in issueby:
 
    
    5.00 p.m. on 21 January (or any later date the directors may decide) in the calendar
years 2007 and/or 2008, the relevant B Shareswill be redeemedon 5 February (or, if
not a Business Day, the next Business Day(without any interest or payment for the
delay)) in such calendar year; and
    
    5.00 p.m. on 21 July (or any later date the directors may decide) in the calendar
years 2007 and/or 2008, the relevant B Shareswill be redeemedon 5 August (or, if not
a Business Day, the next Business Day(without any interest or payment for the delay))
in such calendar year.
 175.4
    
    Each holder of a B Sharethat is redeemed(excluding B Sharesthat are redeemedon the First
Redemption Date), will be paid a sum equal to the nominal valueof that B Share, plus the B
Share Continuing Dividendfor the relevant B Share Dividend Calculation Period. Each holder of
a B Sharethat is redeemedon the First Redemption Datewill be paid a sum equal to the
nominal valueof that B Sharebut no B Share Continuing Dividendwill be payable on such B
Share. The total entitlement of a holder of B Sharesto the nominal valueof the B Shares
being redeemed, plus any B Share Continuing Dividendpayable on those B Shares, will be
rounded down to the nearest whole penny.175.5
    
    On or after the redemption of any B Shares(in accordance with these Articles), the
directors may (in accordance with the Companies Acts) consolidateand/or subdivide and/or
convert and/or reclassify the authorised B Sharecapital of the Company(including any
unissued authorised B Sharecapital) (i) into shares of another class (provided the authorised
share capital of the Companynow or at that time includes shares of that class) and/or (ii)
into unclassified shares.175.6
    
    US Shareholdersand holders of American Depositary Receiptsare not eligible to participate
in any redemption of the B Shares. Any purported Electionsto redeemB Sharesby US
Shareholdersor holders of American Depositary Receiptswill be treated as invalid and
disregarded.
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176
    
    Initial B Share Dividend176.1
    
    The holders of B Shareswill be entitled to a dividend of 15 pence per B Share(the Initial
B Share Dividend) provided their names are entered on the register of members of the Company
on issue of the B Sharesand they have notified the Companysregistrar by validly making an
Electionon or before 3.00 p.m. on 3 August 2006 (or any later date the Directorsmay decide)
indicating that they wish to receive the Initial B Share Dividend. Each B Share, in respect of
which the Initial B Share Dividendis payable, will at 9.00 a.m. on 7 August 2006 (or any
other date the directors may decide) be converted into a Deferred Shareof 15 pence nominal
value. The rights and restrictions attaching to the Deferred Sharesare set out in Articles
182 to 188.176.2
    
    US Shareholdersand holders of American Depositary Receiptswill automatically receive the
Initial B Share Dividendwithout making an Election.177
    
    Voting at General Meetings177.1
    
    The holders of B Shareswill only receive notice of General Meetings of the Companyand will
only be able to attend, speak and vote at such general meetings if a resolution is to be
proposed at the general meeting to wind upthe Company, in which case the holders of B Shares
will receive notice of the General Meeting and will have the right to attend, speak and vote
on that resolution only.177.2
    
    If the holders of the B Sharesare entitled to vote at a general meeting of the Company,
each holder present in person or by proxy(or, being a company, by representative) will have
one vote on a show of hands, and on a pollevery holder who is present in person or by proxy
(or, being a company, by a company representative) will have one vote for each fully paid B
Share.178
    
    Purchase of SharesThe Companywill not require the sanction or the consent of the holders of B Sharesfor the
purchase or redemption of shares of any class in the Company(including, without limitation,
Fixed Rate Shares, Ordinary Sharesand/or B Shares).179
    
    Class Rights179.1
    
    The Companymay from time to time issue new shares which have rights or restrictions
attaching to them. The rights of the new shares can take priority over the rights of the B
Shares. The issue of any such new shares will be in accordance with the rights attaching to
the B Sharesand will not involve a variation of those rights or require the consent of
holders of the B Shares.179.2
    
    The Companymay reduce the share capital paid up or treated as paid up on the B Sharesin
any way (in accordance with the Companies Acts). Any such reduction will be in accordance with
the rights attaching to the B Sharesand will not involve a variation of those rights. The
Companycan reduce its capital (in accordance with the Companies Acts) at any time without the
consent of the holders of the B Sharesincluding by paying to the holders of B Sharesthe
preferential amounts they are entitled to as set out in Article 174.
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180
    
    FormThe holders of B Sharescannot renounce their B Shares. Any transfer of B Sharesmust be
effected in writing and either in the usual or standard form or in any other form approved
by the directors. Every transfer of uncertificated B Sharesmust be carried out using a
relevant system(e.g. CREST). For the avoidance of doubt B Shares will be redeemedin
accordance with Article 175.181
    
    Deletion of Articles 172 to 181 when no B Shares in existence181.1
    
    Articles 172 to 181 shall remain in force until there are no longer any B Sharesin
existence whether by way of conversion into Deferred Sharesor redemption and cancellation or
until 31 December 2008, whichever is earlier, notwithstanding any provision in these Articles
to the contrary. Thereafter Articles 172 to 181 shall be and shall be deemed to be of no
effect (save to the extent that the provisions of 172 to 181 are referred to in other
Articles) and shall be deleted and replaced with the wording Articles 172 to 181 have been
deleted, and the separate register for the holders of B Sharesshall no longer be required to
be maintained by the Company; but the validity of anything done under Articles 172 to 181
before that date shall not otherwise be affected and any actions taken under Articles 172 to
181 before that date shall be conclusive and shall not be open to challenge on any grounds
whatsoever.
 Rights and Restrictions Attached to the Deferred Shares
 182
    
    IncomeThe Deferred Shareswill confer no right to share in the Companysprofits.183
    
    Capital183.1
    
    If the Companyis wound up (but in no other circumstances involving a repayment of capital
or distribution of assetsto shareholderswhether by reduction of capital, redeemingor buying
back shares or otherwise), the holders of Deferred Shareswill be entitled to the amount paid
up or treated as paid up on the nominal valueof each Deferred Shareafter:
 
    
    first, paying to the holders of Fixed Rate Sharesthe amount paid up or treated as
paid up on the nominal valueof each Fixed Rate Share, together with any dividend,
arrearsof dividend or proportion of any dividend to which they are entitled under
these Articles;
    
    secondly, paying to the holders of B Sharesthe amount paid up or treated as paid up
on the nominal valueof each B Sharetogether with any outstanding entitlement to the B
Share Continuing Dividendup to the Dividend Payment Dateimmediately before the
winding-up; and
    
    thirdly, paying to the holders of Ordinary Sharesthe amount paid up or treated as
paid up on the nominal valueof each Ordinary Sharetogether with the sum of £1,000 on
each Ordinary Share.
 183.2
    
    The holders of Deferred Shareshave no further right to share in the Companyssurplus
assets.
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184
    
    Redemption184.1
    
    The Companymay, at any time (in accordance with the Companies Actsand the provisions of
these Articles) without prior notice, redeemall Deferred Sharesfor a total price of not more
than one penny for all Deferred Sharesredeemed.185
    
    Attendance and voting at general meetingsThe holders of the Deferred Shareswill not receive notice of any general meeting of the
Companyor be able to attend, speak or vote at any general meeting.186
    
    FormThe Deferred Shareswill not be listed on any stock exchange and no share certificates will
be issued for the Deferred Shares. The Deferred Shareswill not be transferable except in
accordance with Article 188 or with the consent in writing of the Directors.187
    
    Class rights187.1
    
    The Companymay from time to time issue new shares which have rights or restrictions
attaching to them. The rights of the new shares can take priority over the rights of the
Deferred Shares. The issue of any such new shares will be in accordance with the rights
attaching to the Deferred Sharesand will not involve a variation of those rights or require
the consent of the holders of the Deferred Shares.187.2
    
    The Companymay reduce the share capital paid up or treated as paid up on the Deferred
Sharesin any way (in accordance with the Companies Acts). Any such reduction will be in
accordance with the rights attaching to the Deferred Sharesand will not involve a variation
of those rights. The Companycan reduce its capital (in accordance with the Companies Acts) at
any time without the consent of the holders of the Deferred Shares.188
    
    Transfer and purchaseThe Companycan at any time (in accordance with the Companies Acts) without the consent of
the holders of the Deferred Shares:
 
    
    appoint any person to sign (on behalf of the holders of the Deferred Shares) a
transfer of all or any part of their holding to the Companyor any other person the
Directorsdecide (whether or not an officer of the Company), for a total price of not
more than one penny for all Deferred Sharestransferred; and
    
    cancel all the Deferred Sharespurchased by the Company(in accordance with the
Companies Acts).
 189
    
    Deletion of Article 182 to 189 when no Deferred Shares in existenceArticles 182 to 189 shall remain in force until there are no longer any Deferred Sharesin
existence or until 31 December 2008, whichever is earlier, notwithstanding any provision in
these Articlesto the contrary. Thereafter Articles 182 to 189 shall be and shall be deemed
to be of no effect (save to the extent that the provisions of Articles 182 to 189 are
referred to in other Articles) and shall be deleted and replaced with the wording Articles
182 to
 - 80 -




---



##### 



189 have been deleted, and the separate register for the holders of Deferred Sharesshall
no longer be required to be maintained by the Company; but the validity of anything done
under Articles 182 to 189 before that date shall not otherwise be affected and any actions
taken under Articles 182 to 189 before that date shall be conclusive and shall not be open
to challenge on any grounds whatsoever.
 Approved Depositaries
 190
    
    Appointments190.1
    
    Subject tothese Articlesand the relevant Actor Acts, an Approved Depositarycan appoint
as its proxyor proxies in relation to any Ordinary Shareswhich it holds, anyone it thinks
fit and can decide how and on what terms to appoint them. Each appointment must state the
number of Ordinary Sharesit relates to and the total number of Ordinary Sharesin respect of
which appointments exist at any time must not be more than the total number of Depositary
Shareswhich are registered in the name of the Approved Depositaryor its nominee at that
time.190.2
    
    The Approved Depositarymust keep a register (the Nominated Proxy Register) of each person
it has appointed as a Nominated Proxyunder Article 190.1 and the Appointed Number. The
directors will decide what information about each Nominated Proxyis to be recorded in the
Nominated Proxy Register. Any person authorised by the Companymay inspect the Nominated Proxy
Registerduring usual business hours and the Approved Depositarywill give such person any
information which he requests as to the contents of the Nominated Proxy Register.191
    
    Rights of Nominated Proxies191.1
    
    A Nominated Proxymay only attend a General Meetingif he provides the Companywith evidence
in writing of his appointment as such. This must be in a form agreed between the directors and
the Approved Depositary.191.2
    
    Subject tothese Articlesand the relevant Actor Acts, and so long as the Approved
Depositaryor a nominee of the Approved Depositaryholds at least his Appointed Numberof
Ordinary Shares, a Nominated Proxyis entitled to attend a General Meetingwhich holders of
Ordinary Sharesare entitled to attend, and he is entitled to the same rights, and subject to
the same obligations, in relation to his Appointed Numberof Depositary Sharesas if he had
been validly appointed in accordance with Articles 75 to 79 by the registered holder of these
            shares as its proxyin relation to those shares.191.3
    
    A Nominated Proxymay appoint another person as his proxyfor his Appointed Numberof
Depositary Shares, as long as the appointment is made and deposited in accordance with
Articles 75 to 79, and these Articlesapply to that appointment and to the person so appointed
as though those Depositary Shareswere registered in the name of the Nominated Proxyand the
appointment was made by him in that capacity. The directors may require such evidence as they
think appropriate to decide that such appointment is effective.191.4
    
    For the purposes of determining who is entitled as a Nominated Proxyto exercisethe rights
conferred by Articles 191.2 and 191.3 and the number of Depositary Sharesin
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---



##### 



respect of which a person is to be treated as having been appointed as a
Nominated Proxyfor these purposes, the Approved Depositarycan decide that the
Nominated Proxieswho are so entitled are the people entered in the Nominated
Proxy Registerat a time and on a date (a Record Time) agreed between the
Approved Depositaryand the Company.191.5
    
    When a Record Timeis decided for a particular purpose:-
 
    
    a Nominated Proxyis to be treated as having been appointed for that purpose for the
number of shares appearing against his name in the Nominated Proxy Registeras at the
Record Time; and
    
    changes to entries in the Nominated Proxy Registerafter the Record Timewill be
ignored for this purpose.
 191.6
    
    Except for recognising the rights given in relation to General Meetingsby appointments made
by Nominated Proxiespursuant to Article 191.3, the Companyis entitled to treat any person
entered in the Nominated Proxy Registeras a Nominated Proxyas the only person (other than
the Approved Depositary) who has any interest in the Depositary Sharesin respect of which the
Nominated Proxyhas been appointed.191.7
    
    At a General Meetingthe Chairmanhas the final decision as to whether any person has the
right to vote or exerciseany other right relating to any Depositary Shares. In any other
situation, the Directorshave the final decision as to whether any person has the right to
exerciseany right relating to any Depositary Shares.
 - 82 -




---



##### 



Glossary
 About the glossary
 Companys Articles Articles
 abrogate special rights share abrogated
 accrue accruing
 adjourned shareholders meeting adjourned adjourn
 agent
 allot shares allotted share share share allotted shareholders share issued
 allottee share allotted renunciation
 asset
 attorney attorney power of attorney
 automatically entitled to a share by law shares shares shareholder shareholders personal representatives shareholder trustee
 beneficial interest trustee shares beneficial interest shares
 brokerage company issuing shares shares
 call call shares Company issues shares partly paid Company shares called share share fully paid share
 capitalise reserves company shares
 capital redemption reserve reserve company Companys shares redeemed Companys redemption
 - 83 -




---



##### 



casual vacancy Articles
 charge lien and charge
 company representative company shares company representative shareholders meeting
 consolidate shares consolidated shares shares consolidated share
 cumulative dividends company shareholder company non-cumulative dividend
 debenture debenture company
 declare declared
 dividend arrears dividend arrears shares cumulative
 dividend warrant dividend warrant
 documents of title
 ex-dividend share ex-dividend declared share ex-dividend share
 executed executed
 exercise exercised
 forfeit share forfeited shareholder Company call partly-paid share
 fully-paid shares Company share share fully paid share
 good title good title share
 holding company company company shares holding company company company subsidiary holding company
 indemnity indemnity indemnity indemnify
 in issue issue
 - 84 -




---



##### 



instruments
 issue issued shareholder share shareholders Register shareholders shares issued in issue
 liabilities
 liable jointly and severally liable jointly and severally
 lien and charge Company lien and charge shares shares charge shares
 members shareholders
 negotiable instrument
 nominal value nominal value share nominal value Ordinary Shares share Company issues shares premium nominal value shares nominal
value nominal value par value
 non-cumulative dividends non-cumulative Company shareholder cumulative
dividend.
 objects of a Company Company Companys objects Memorandum
 office copy
 ordinary resolution
 par value nominal value
 partly paid shares share partly paid called
 personal representatives personal representatives personal representatives
 poll poll Companies Acts poll shareholder shares Ordinary Shareholder share poll show of hands shares
 - 85 -




---



##### 



power of attorney
 pre-emption rights shareholders Companies Acts issued shares securities
 premium Company issues share nominal value nominal value nominal value premium
 proxy proxy shareholder shareholders meeting shareholder proxy proxy form proxy shareholder shareholders meeting proxy shareholder
 proxy form shareholder proxy shareholders meeting proxy form Company
 quorum shareholders
 rank & ranking shareholders rank ranking shares share ranks share Companys shares rank shares shares rank shares rank shares rank Companys shares rank Companys Fixed Rate Shares rank Ordinary
Shares shares rank shares shares
 recognised clearing house
 recognised investment exchange shares London Stock Exchange recognised investment exchange
 redeem and redemption share redeemed Company share issued redemption share redeemed redeemable share
 relevant system CREST Regulations shares relevant system
 renunciation share allotted share renounced allottee
 - 86 -




---



##### 



renunciation
 requisition a meeting shareholders shareholders meeting. shareholders issued shares
 reserve fund or reserves company shareholders reserve fund company capital redemption reserve share premium account reserve funds
 revoke
 rights issue companies shareholders shares shareholders share
 securities shares instruments company share assets company company security
 securities seal Companys securities Company issued Companys Securities Seal Companys Common Seal securities
 share premium account share issued Company nominal value nominal value nominal value premium premiums reserve fund share premium account
 show of hands shareholder shareholders meeting poll shares
 special notice Companies Acts special notice Companies Acts Company shareholders meeting
 special resolution
 special rights rights shares rights shares special rights shares rank assets
 statutory declaration
 stock shares stock Company shareholder shares stock
 - 87 -




---



##### 



subdividing shares shares shares nominal value share shares
 subject to subject to
 subordinate ranks
 subscribe for shares shares company
 subscribers to shares shares
 subsidiary Companies Act. company company Company shares subsidiary company
 subsidiary undertaking Companies Acts subsidiary company company company
 
    
    has a majority of the votes in the companyeither alone, or acting with others;
    
    is a shareholderwho can appoint or remove a majority of the directors; or
    
    can exercisedominant influence over the companybecause of anything in the Companys
Memorandumor Articles, or because of a certain kind of contract.
 trustees trustees
 underwrite shares underwrites
 unincorporated associations
 warrant dividend warrant
 wider-range investments trustees trustees wider-range investments shares London Stock
Exchange
 wind up company company wound up assets assets shareholders Shares rank Companys assets shares rank
 - 88 -