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Exhibit 1.1 1  No. 2294747 The Abbey NationalGroup
     ABBEY NATIONAL plc MEMORANDUM AND ARTICLES OF ASSOCIATION     14 October 2004




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Index PageMEMORANDUM OF ASSOCIATION
    
    
    1ARTICLES OF ASSOCIATION
    
    
    9General Provisions1.
    
    Exclusion of Table A
    
    
    92.
    
    Definitions
    
    
    93.
    
    Form of resolution
    
    
    124.
    
    Authorised share capital
    
    
    125.
    
    Rights attached to shares
    
    
    216.
    
    Redeemable shares
    
    
    227.
    
    Variation of rights
    
    
    228.
    
    Pari passu issues
    
    
    239.
    
    Unissued shares
    
    
    2310.
    
    Payment of commission
    
    
    2511.
    
    Trusts not recognised
    
    
    2512(A)
    
    Right to share certificate
    
    
    2512(B)
    
    Uncertificated Shares
    
    
    2513.
    
    Names of holders
    
    
    2614.
    
    Replacement of share certificates
    
    
    2615.
    
    Execution of share certificates
    
    
    2716.
    
    Companys lien on shares not fully paid
    
    
    2717.
    
    Enforcing lien by sale and application of proceeds
    
    
    2718.
    
    Stock and share warrants to bearer
    
    
    2719.
    
    Calls
    
    
    2820.
    
    Payment on calls
    
    
    2821.
    
    Liability of joint holders
    
    
    2822.
    
    Interest due on non-payment
    
    
    2823.
    
    Sums due on allotment treated as calls
    
    
    2824.
    
    Power to differentiate
    
    
    2925.
    
    Payment of calls in advance
    
    
    2926.
    
    Notice if call or instalment not paid
    
    
    2927.
    
    Form of notice
    
    
    2928.
    
    Forfeiture if non-compliance with notice
    
    
    2929.
    
    Notice after forfeiture
    
    
    2930.
    
    Sale of forfeited shares
    
    
    3031.
    
    Arrears to be paid notwithstanding forfeitures
    
    
    3032.
    
    Statutory declaration as to forfeiture
    
    
    3033.
    
    Transfer
    
    
    3034.
    
    Execution of transfer
    
    
    3135.
    
    Right to decline registration of partly paid shares
    
    
    3136.
    
    Other rights to decline registration
    
    
    31




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Page37.
    
    Notice of refusal
    
    
    3138.
    
    No fee for registration
    
    
    3139.
    
    Closure of register
    
    
    3240.
    
    Transmission on death
    
    
    3241.
    
    Entry of transmission in register
    
    
    3242.
    
    Election of person entitled by transmission
    
    
    3243.
    
    Rights of person entitled by transmission
    
    
    3244.
    
    Untraced shareholders
    
    
    3345.
    
    Increase, consolidation, subdivision and cancellation
    
    
    3546.
    
    Fractions
    
    
    3647.
    
    Reduction of capital
    
    
    3648.
    
    Purchase of own shares
    
    
    3649.
    
    Extraordinary general meetings
    
    
    3650.
    
    Annual general meetings
    
    
    3650a.
    
    Summary Financial Statements
    
    
    3651.
    
    Calling of extraordinary general meetings
    
    
    3752.
    
    Length of notice
    
    
    3753.
    
    Omission or non-receipt of notice
    
    
    3754(A)
    
    Control of attendance
    
    
    3754(B)
    
    Security Arrangements
    
    
    3855.
    
    Quorum
    
    
    3856.
    
    Procedure if quorum not present
    
    
    3857.
    
    Chairman of general meeting
    
    
    3958.
    
    Directors right to attend and speak
    
    
    3959.
    
    Adjournments
    
    
    3959a.
    
    Postponement of General Meetings
    
    
    3960.
    
    Notice of adjourned meeting
    
    
    4061.
    
    Amendments to resolutions
    
    
    4062.
    
    Votes of members
    
    
    4063.
    
    Method of voting
    
    
    4064.
    
    Procedure if poll demanded
    
    
    4165.
    
    When poll to be taken
    
    
    4166.
    
    Continuance of other business after poll demand
    
    
    4167.
    
    Votes on a poll
    
    
    4168.
    
    Casting vote of chairman
    
    
    4169.
    
    Votes of joint holders
    
    
    4170.
    
    Voting on behalf of incapable member
    
    
    4271.
    
    No right to vote where sums overdue on shares
    
    
    4272.
    
    Suspension of voting rights where non-disclosure of interests
    
    
    4273.
    
    Objections or errors in voting
    
    
    4474.
    
    Execution of proxies
    
    
    4475.
    
    Delivery of proxies
    
    
    4576.
    
    Maximum validity of proxy
    
    
    4577.
    
    Form of proxy
    
    
    4578.
    
    Cancellation of proxys authority
    
    
    4679.
    
    Representatives
    
    
    4680.
    
    Number of directors
    
    
    47




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Page81.
    
    Directors fees
    
    
    4782.
    
    Age of directors
    
    
    4783.
    
    Power of Company to appoint directors
    
    
    4784.
    
    Power of board to appoint directors
    
    
    4885.
    
    Number to retire by rotation
    
    
    4886.
    
    Identity of directors to retire
    
    
    4887.
    
    Pilling rotation vacancies
    
    
    4888.
    
    Power of removal by special resolution
    
    
    4889.
    
    Persons eligible as directors
    
    
    4990.
    
    Position of retiring directors
    
    
    4991.
    
    Vacation of office by directors
    
    
    4992.
    
    Alternate directors
    
    
    5093.
    
    Executive directors
    
    
    5094.
    
    Additional remuneration
    
    
    5195.
    
    Expenses
    
    
    5196.
    
    Pensions and gratuities for directors
    
    
    5197.
    
    Permitted interests and voting
    
    
    5198.
    
    General powers of Company vested in board
    
    
    5499.
    
    Borrowing powers
    
    
    54100.
    
    Executive boards for businesses and special directors
    
    
    55101.
    
    Powers of attorney
    
    
    55102.
    
    Delegations to individual directors
    
    
    55103.
    
    Official seals
    
    
    55104.
    
    Registers
    
    
    56105.
    
    Provision for employees
    
    
    56106.
    
    Board meetings
    
    
    56107.
    
    Notice of board meetings
    
    
    56108.
    
    Quorum
    
    
    56109.
    
    Directors below minimum through vacancies
    
    
    56110.
    
    Appointment of chairman
    
    
    57111.
    
    Competence of meetings
    
    
    57112.
    
    Voting
    
    
    57113.
    
    Delegation to committees
    
    
    57114.
    
    Resolution in writing
    
    
    57115.
    
    Validity of acts of board or committee
    
    
    58116.
    
    Participation in meetings by telephone
    
    
    58117.
    
    Use of seals
    
    
    58118.
    
    Declaration of dividends by the Company
    
    
    58119.
    
    Payment of interim dividends by board
    
    
    59120.
    
    Calculations and currency of dividends
    
    
    59121.
    
    Amounts due on shares may be deducted from dividends
    
    
    59122.
    
    No interest on dividends
    
    
    59123.
    
    Payment procedure
    
    
    59124.
    
    Forfeiture of unclaimed dividends
    
    
    60125.
    
    Uncashed Dividends
    
    
    61126.
    
    Cessation of payment of dividends
    
    
    61127.
    
    Dividends not in cash
    
    
    61




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Page128.
    
    Scrip dividends
    
    
    61129.
    
    Power to capitalise reserves and funds
    
    
    63130.
    
    Settlement of difficulties in distribution
    
    
    64131.
    
    Power to choose any record date
    
    
    64132.
    
    Records to be kept
    
    
    64133.
    
    Inspection of records
    
    
    64134.
    
    Service of notices
    
    
    64135.
    
    Record date for service
    
    
    65136.
    
    Members resident abroad
    
    
    65137.
    
    When notice deemed served
    
    
    65138.
    
    Service of notice on person entitled by transmission
    
    
    66139.
    
    Notice when post not available
    
    
    66140.
    
    Presumptions where documents destroyed
    
    
    66141.
    
    Distribution of assets otherwise than in cash
    
    
    67142.
    
    Indemnity of officers
    
    
    67RESOLUTIONS REQUIRED TO BE ANNEXED TO
OR EMBODIED IN ARTICLES OF ASSOCIATION
    
    
    68




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1 No. 2294747 THE COMPANIES ACT 1985 COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION of ABBEY NATIONAL plc  1.
    The name of the Company is ABBEY NATIONAL plc.2.
    The Company is to be a public Company.3.
    The registered office of the Company will be situated in England.4.
    The objects for which the Company is established are:-(A)
    (1) To enter into a transfer agreement pursuant to Section 97 of the Building Societies Act
1986 (the BSA) with Abbey National Building Society (the Society) and, pursuant thereto, to
assume and conduct, after the vesting day thereunder, as the same is defined in the BSA, the
business of the Society and upon vesting of the property, rights, liabilities and obligations
thereof in the Company pursuant to the said transfer agreement and the BSA, to carry on such
business. (2) To carry on the business of banking in all its aspects, including but not limited to all
businesses of a financial or monetary nature and any business which now is or at any time during
the existence of the Company may be usually or commonly carried on as part of or in connection
with, or which may conduce to or be calculated to facilitate or render profitable or more
profitable the transaction of, the business of banking or of dealing in money or securities or the
provision of financial services of any kind, in any part of the world, and in particular (but
without prejudice to the generality of the foregoing):- (a) to receive money on current account or on deposit or otherwise on any terms, and to
borrow, raise or take up money, with or without security, and to employ and use the same; (b) to deposit, lend or advance money, securities or other property of any kind or give
credit, with or without security, and generally to make or negotiate loans and advances of
every kind on any terms in any currency and whether or not the Company receives any
consideration or advantage therefrom; (c) to draw, make, accept, endorse, grant, discount, issue, execute, guarantee, negotiate,
transfer, acquire, subscribe or tender for, buy, sell, hold, invest or deal in, borrow,
honour, retire, pay, secure or otherwise dispose of obligations, instruments and
securities (whether transferable or negotiable or not) of every kind;




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2 (d) to grant, issue, negotiate and in any manner deal with or in travellers cheques,
letters of credit, circular notes, money orders, drafts and other forms of credit and
instruments of every kind; (e) to buy, sell and deal in foreign exchange, currencies, futures, precious metals,
bullion, specie and commodities of every kind; (f) to receive on deposit or for safe custody or otherwise cash, securities, documents and
valuables of every description; (g) to collect, hold and transmit money and securities and to act as agents for the
receipt or payment of money or for the receipt or delivery of securities and documents,
and to provide clearing and money transmission services of every kind; (h) to issue and transact business in respect of all types of bankers cards, credit
cards, charge cards, cash cards, cheque guarantee cards, debit cards and similar cards or
tokens whether issued by the Company or by any other person and generally to transact
business in relation to all kinds of bankers payment systems; and (i) to act as agents, brokers, advisers, managers or consultants in relation to the
investment of money, the lending of money or securities, financial transactions of all
kinds, the management of property and all insurance, pension and taxation matters, and
generally to transact all agency, broking, advisory, managerial or consultancy business of
every kind. (3) To the extent that the same would not be authorised under paragraph (2) of this paragraph 4(A)
to be transacted or done to borrow or raise or take up money in such manner and upon such terms and
on such security as may seem to the Directors to be expedient and in particular (but without
prejudice to the generality of the foregoing) by the issue or deposit of debentures or debenture
stock or other securities of any description and to secure all or any of the Companys liabilities
in respect of money borrowed, raised or owing or any other debt or obligation of or binding on the
Company in such manner as may be thought expedient and in particular by mortgage, charge or lien
upon all or any part of the undertaking, property and assets, present or future, and uncalled
capital of the Company. (4) To carry on financial business and financial operations of all kinds and in particular (but
without prejudice to the generality of the foregoing) to finance or assist in the financing of the
acquisition, hire, lease or sale of real and personal property of every kind, and the provision of
services in connection therewith, whether by way of personal loan, hire purchase, instalment
finance, conditional or credit sale, deferred payment or otherwise and to acquire by assignment or
otherwise debt, owing to any person or company and to collect such debts. (5) To undertake and execute the office of executor, administrator, attorney, judicial and
custodian trustee, liquidator, manager, receiver, committee and treasurer and to establish,
undertake and execute trusts of all kinds, whether private or public, including religious and
charitable trusts and generally to carry on trustee and executor business in all its aspects,
either gratuitously or otherwise, and generally on such terms as may be thought expedient and in
particular (but without prejudice to the generality of the foregoing) to act as trustees for the




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3 holders of any securities of any company or person and as managers and trustees of unit trusts,
investment trusts and pension, benevolent and other funds and to transact all kinds of business
arising in connection with any of the foregoing offices and trusts, and to establish, settle and
regulate and, if thought fit, undertake and execute any trusts with a view to the issue of any
securities, certificates or other documents based on or representing any securities or other assets
appropriated for the purposes of any such trust. (6) To undertake and provide any service required in connection with or relating to individual
insolvency or bankruptcy or the administration, receivership or winding-up of any company. (7) To carry on business as a finance house and issuing house and investment and trust company and
as dealers in securities, and to introduce, promote, effect, negotiate, offer for sale by tender or
otherwise, guarantee, underwrite, secure the subscription or placing of, subscribe or tender for or
procure the subscription of (whether absolutely or conditionally), participate in, manage or carry
out, on commission or otherwise, any issue, public or private, of the securities of any company,
and to lend money for the purposes of any such issue. (8) To enter into any guarantee, bond, recognisance, contract of indemnity or suretyship and
otherwise give security or become responsible for the performance of any obligation or duties by
any person, including (but without limitation) any company comprised in the Group or any company
otherwise associated with the Company in business, and in particular (but without prejudice to the
generality of the foregoing) to guarantee, support or secure, whether by personal undertaking or
covenant or by mortgaging or charging all or any part of the undertaking, property and assets,
present or future, and uncalled capital of the Company, or by both such methods or in any other
manner whatsoever, the performance of the obligations of, and the payment of monies secured by, or
payable under or in respect of the securities of, any person, including as aforesaid, and to give
and take counter-guarantees and indemnities, and to receive security for the implementation of any
obligation; and to undertake the insurance, re-insurance and counter-insurance of all kinds of
risks and generally to carry on the business of an insurance and guarantee company in all its
aspects, in all such cases on such terms as may seem to the Directors to be expedient and whether
or not the Company receives any consideration or advantage therefrom.  (B)
    To carry on any business, undertaking, transaction or operation commonly carried on or
undertaken by manufacturers, merchants and dealers (both wholesale and retail) in all or any
articles of commercial and personal use and consumption, importers, exporters, shipowners, bankers,
factors, capitalists, promoters, financiers, real property dealers and investors,
concessionaires, brokers, contractors, mercantile and general agents, advertising
agents, publishers, carriers and transporters of all kinds and to carry on all or any of the said
businesses either together as one business or as separate distinct businesses in any part of the
world.(C)
    To acquire and assume for any estate or interest and to take options over, construct,
develop or exploit any property, real or personal, privileges and rights of any kind and the whole
or any part of the undertaking, assets and liabilities of any person and to act and carry on
business as a holding company.




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4  (D)
    To manufacture, process, import, export, deal in and store any goods and other things
and to carry on the business of manufacturers, processors, importers, exporters and storers of and
dealers in any goods and other things.(E)
    To acquire and exploit lands, mines and mineral rights and to acquire, explore for and
exploit any natural resources and to carry on any business involving the ownership or possession or
development of land or other immovable property or buildings or structures thereon and to
construct, erect, install, enlarge, alter and maintain buildings, plant and machinery and to carry
on business as builders, contractors and engineers.(F)
    To provide services of all descriptions and to carry on business as advisers,
consultants, brokers and agents of any kind.(G)
    To advertise, market and sell the products and services of the Company and of any other
person and to carry on the business of advertisers or advertising agents or of a marketing and
selling organisation or of a supplier, wholesaler, retailer, merchant or dealer of any kind.(H)
    To provide technical, cultural, artistic, educational, entertainment or business material,
facilities or services and to carry on any business involving any such provision.(I)
    To invest money of the Company in any investments and to hold, sell or otherwise deal with such
investments, and to carry on the business of a property or investment company.(J)
    To acquire and carry on any business carried on by a subsidiary or a holding company of the
Company or another subsidiary of a holding company of the Company.(K)
    To enter into any arrangements with any government or authority or person and to obtain from
any such government or authority or person any legislation, orders, rights, privileges, franchises
and concessions and to carry out exercise and comply with the same.(L)
    To amalgamate or enter into partnership or any profit-sharing arrangement with, and co-operate
or participate in any way with or to take over or assume any obligation of, or to assist or
subsidise any person or to purchase or otherwise acquire and undertake all or any part of the
business, property and liabilities of any person and to promote or join in the promotion of any
company whether or not having objects similar to those of the Company.(M)
    To be the holding company of companies carrying on or engaged in, or about to carry on or
engage in, or formed for the purpose of carrying on or engaging in, any businesses or transactions
whether or not being businesses or transactions which the Company is authorised to carry on or
engage in, and for that purpose to acquire (whether by purchase, subscription or otherwise), hold,
deal in and dispose of shares, stocks, debentures and other securities of any such companies and to
exercise and enforce all rights and powers conferred by or incident to the ownership of any such
shares, stocks, debentures and other securities and to promote, organise, incorporate, float,
reorganise and finance and to aid and assist financially or otherwise any such companies and in
this Clause any reference to the Companys advantage or to the Companys interests shall be
construed as a reference to the advantage or to the interests, as the case may be, of any of (i)
the Group as a whole, and (ii) one or more of the companies for the time being comprised in the
Group.




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5  (N)
    To apply for and take out, purchase or otherwise acquire, renew or protect any trade and
service marks and names, designs, copyrights, patents, patent rights, inventions and secret
processes and any other rights of any kind and to carry on the business of an inventor, designer or
research organisation.(O)
    To sell, exchange, mortgage, charge, let, grant licences, easements, options, servitudes and
other rights over, and in any other manner deal with or dispose of, all or any part of the
undertaking, property and assets (present and future) of the Company for any consideration and in
particular (without prejudice to the generality of the foregoing) for any securities or for a share
of profit or a royalty or other periodical or deferred payment.(P)
    To issue and allot and grant options over securities of the Company for cash or in payment or
part payment for any real or personal property purchased or otherwise acquired by the Company or
any services rendered to the Company or as security for any obligation or amount (even if less than
the nominal amount of such securities) or for any other purpose.(Q)
    To give any remuneration or other compensation or reward for services rendered or to be
rendered in placing or procuring subscriptions of, or otherwise assisting in the issue of any
securities of the Company or in or about the formation of the Company or the conduct or course of
its business, and to establish or promote, or concur or participate in establishing or promoting,
any company, fund or trust and to subscribe for, underwrite, purchase or otherwise acquire
securities of any company, fund or trust and to carry on the business of company, fund, trust or
business promoters or managers and of underwriters or dealers in securities, and to act as director
of and as secretary, manager, registrar or transfer agent for any other company and to act as
trustee of any kind and to undertake and execute any trust and any trust business (including the
business of acting as trustee under wills and settlements and as executor and administrator).(R)
    To pay and discharge all the costs, charges and expenses preliminary or incidental to the
promotion, formation, establishment and incorporation of the Company, and to procure the
registration or incorporation of the Company in or under the laws of any place outside England.(S)
    To grant or procure the grant of donations, gratuities, pensions, annuities, allowances, or
other benefits, including benefits on death to any directors, officers or employees or former
directors, officers or employees or agents of the Company or any company which at any time is or
was a subsidiary or a holding company of the Company or another subsidiary of a holding company of
the Company or otherwise associated with or related to the Company or of any predecessor in
business of any of them, and to the relations, connections or dependants of any such persons, and
to other persons whose service or services have directly or indirectly been of benefit to the
Company or whom the Board of Directors of the Company considers have any moral claim on the Company
or to their relations, connections or dependants, and to establish and maintain any scheme for
facilitating the ownership by employees of the Company of shares in the Company or to enable
employees to participate in the profits of the Company and to establish or support any funds,
trusts, insurances or schemes or any associations, institutions, clubs, sports and social
facilities, schools, building and housing schemes, funds and trusts, and to make payments towards
insurances or other arrangements likely to benefit any such persons or otherwise advance the
interests of the Company or of its Members, and to subscribe, guarantee or pay money for any
purpose likely, directly or indirectly, to further the interests of the Company or of




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6 its Members or for any national, charitable, benevolent, educational, social, public, general or
useful object.  (T)
    To cease carrying on or wind up any business or activity of the Company, and to cancel any
registration of and to wind up or procure the dissolution of the Company in any state or territory.(U)
    To distribute any of the property or assets of the Company or any proceeds of sale or other
disposal among its creditors and Members in specie or kind.(V)
    To do all or any of the things or matters aforesaid in any part of the world and either as
principals, agents, contractors, trustees or otherwise and by or through trustees, agents or
otherwise and either alone or in conjunction with others.(W)
    To carry on any other business or activity and do anything of any nature which in the opinion
of the Board of Directors of the Company is or may be capable of being conveniently carried on or
done in connection with the above, or likely directly or indirectly to enhance the value of or
facilitate the realisation of or render more profitable all or any part of the Companys
undertaking property or assets or otherwise to advance the interests of the Company or of its
Members.(X)
    To do all such other things as in the opinion of the Board of Directors of the Company are or
may be incidental or conducive to the attainment of the above objects or any of them. And it is hereby declared that company in this clause, except where used in reference to this
Company, shall include any partnership or other body of persons, whether incorporated or not
incorporated, and whether formed, incorporated, domiciled or resident in the United Kingdom or
elsewhere, Group shall include the Company and any subsidiary or related company as those terms
are defined in the Companies Act 1985, person shall include any company as well as any other
legal or natural person, securities shall include any fully, partly or nil paid or no par value
share, stock, unit, debenture, debenture or loan stock, deposit receipt, bill, bond, depository
receipt, note, warrant, coupon, right to subscribe or convert, or similar right or obligation,
and and or shall mean and/or where the context so permits, words denoting the singular shall
include the plural and vice versa, other and otherwise shall not be construed ejusdem generis
where a wider construction is possible, and the objects specified in the different paragraphs of
this clause shall not, except where the context expressly so requires, be in any way limited or
restricted by reference to or inference from the terms of any other paragraph or the name of the
Company or the nature of any business carried on by the Company, but may be carried out in as full
and ample a manner and shall be construed in as wide a sense as if each of the said paragraphs
defined the objects of a separate, distinct and independent company.  5.
    The liability of the Members is limited. 6. * The share capital of the Company is £1,175,000,000, US$10,000,000 and 10,000,000
divided into 1,750,000,000 Ordinary Shares of 10p each, 1,000,000,000 Sterling Preference
Shares of £1 each, 1,000,000,000 Dollar Preference Shares of US$0.01 each and 1,000,000,000 Euro
Preference Shares of 0.01 each, and the Company shall have the power to divide the original or any
increased capital into several classes, and to attach thereto any preferential, deferred, qualified
or other special rights, privileges, restrictions or conditions.




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7 * The Company was incorporated with capital of £50,000 divided into 50,000 Shares of £1 each. By Ordinary Resolution passed on 28th February, 1989, the capital of the Company was increased from
£50,000 divided into shares of £1 each to £56,000,000
divided into shares of 10p each by the
subdivision of the existing 50,000 shares of £1 into 500,000
Ordinary Shares of 10p and the
creation of 559,500,000 new Ordinary Shares of 10p each. By Special Resolution passed on 14th June, 1989, the capital of the Company was increased to
£175,000,000 by the creation of 1,190,000,000 additional
ordinary shares of 10p each. By Ordinary Resolution passed on 28th April, 1994, the capital of the Company was increased to
£675,000,000 and US$10,000,000 by the creation of 500,000,000 preference shares of £1 each and
1,000,000,000 preference shares of US$0.01 each. By Ordinary Resolution passed on 17th April, 1996, the capital of the Company was increased to
£1,175,000,000 and US$10,000,000 by the creation of 500,000,000 additional preference shares of £1
each. By Special Resolution passed on 27th April, 2000, the capital of the Company was increased to
£1,175,000,000, US$10,000,000 and 10,000,000 by the creation of 1,000,000,000 preference shares of
0.01 each.




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8 We, the several persons whose names and addresses are subscribed, are desirous of being formed into
a company, in pursuance of the Memorandum of Association, and we respectively agree to take the
number of shares in the capital of the Company set opposite our respective names. Number of SharesNAMES, ADDRESSES AND DESCRIPTIONS
    
    taken by eachOF SUBSCRIBERS.
    
    Subscriber.BARRY JOHN ELLIS,
    
    
    49,999Lyghe House,Court Close,Bray,Maidenhead,Berkshke SL6 2DLBUILDING SOCIETY GENERAL MANAGER
AND SECRETARYWITNESS to the above signature:-STEPHEN CHARLES ADDISON SMITH,5 Montague Road,Berkhamsted,Herts HP4 3DSBUILDING SOCIETY MANAGERNORMAN WILKES,Westwoods,65 Newport Road,Woburn Sands,Milton Keynes,Bucks MK17 8UQ
    
    
    1BUILDING SOCIETY MANAGERWITNESS to the above signature:-STEPHEN CHARLES ADDISON SMITH5 Montague Road,Berkhamsted,Herts HP4 3DSBuilding Society ManagerDATED the 30th day of August, 1988




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9 No. 2294747 THE COMPANIES ACT 1985 ARTICLES OF ASSOCIATION of ABBEY NATIONAL plc (Articles adopted on 24th April 2003)   GENERAL PROVISIONS INTERPRETATION Exclusion of Table A 1. No regulations set out in any statute, or in any statutory instrument or other
subordinate legislation made under any statute, concerning companies shall apply as the regulations
or articles of association of the Company. Definitions  2.
    In these articles unless the context otherwise requires:- the Act means the Companies Act 1985 as in force at the date of adoption of these
articles; address, in relation to electronic communications, includes any number or address used
for the purposes of such communications; ANBS means Abbey National Building Society; these articles means these articles of association as altered from time to time by
special resolution and the expression this article shall be construed accordingly; the auditors means the auditors for the time being of the Company or, in the case of
joint auditors, any one of them; the board means the board of directors from time to time of the Company or the directors
present at a meeting of the directors at which a quorum is present; the Building Societies Act means the Building Societies Act 1986 as in force at the date
of adoption of these articles;




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10 certificated share means a share which is not an uncertificated share; clear days in relation to the period of a notice means that period excluding the day when
the notice is served or deemed to be served and the day for which it is given or on which it is to
take effect; the Companies Acts means every statute (including any orders, regulations or other
subordinate legislation made under it) from time to time in force concerning companies in so far as
it applies to the Company; the Company means Abbey National pic; dematerialised instruction means an instruction sent or received by means of a relevant
system; dollar preference shares means the preference shares of US$0.01 each in the capital of
the Company; dollars,
US$ and cents means the lawful currency for the time being of the United
States of America; electronic signature means anything in electronic form which the board requires to be
incorporated into or otherwise associated with an electronic communication for the purpose of
establishing the authenticity or integrity of the communication; euro preference shares means the preference shares of 0.01 each in the capital of the
Company; the Group means the Company and its subsidiaries; the holder in relation to any shares means the member whose name is entered in the
register as the holder of those shares; instruction includes any instruction, election, acceptance or any other message of any kind;  issuer-instruction means a properly authenticated dematerialised instruction
attributable to a participating issuer; member means a member of the Company; N&P means the National and Provincial Building Society; the office means the registered office of the Company; Operator means a person approved by the Treasury as the Operator of the relevant system;  Operator-instruction means an authenticated dematerialised instruction attributable to
the Operator; ordinary
shares means the ordinary shares of 10p each in the capital of the Company;




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11 paid up means paid up or credited as paid up; participating class means a class of shares for the time being a participating class
title to which is recorded on the relevant system register as being held in uncertificated form; person entitled by transmission means a person whose entitlement to a share in
consequence of the death or bankruptcy of a member or of any other event giving rise to its
transmission by operation of law has been noted in the register; preference shares means the dollar preference shares, the sterling preference shares and
the euro preference shares; relevant systems means a computer-based system which enables uncertificated shares to be
evidenced and transferred without a written instrument; the register means the register of members of the Company; seal means the common seal of the Company or any official seal that the Company may be
permitted to have under the Companies Acts; the secretary means the secretary, or (if there are joint secretaries) any one of the
joint secretaries, of the Company and includes an assistant or deputy secretary and any person
appointed by the board to perform any of the duties of the secretary; sterling,
£ and pence mean the lawful currency for the time being of the
United Kingdom; sterling preference shares means the preference shares of £1 each in the capital of the
Company; the Stock Exchange means the London Stock Exchange Limited; Stock Exchange Nominee means a person in respect of whom, by virtue of sub-section (4) of
section 185 of the Act, the Company is not required to comply with sub-section (1) of that section; system-participant in relation to a relevant system, means a person who is permitted by
an Operator to send and receive properly authenticated dematerialised instructions; uncertificated share means a share title to which is recorded on the relevant system
register as being held in uncertificated form; the Uncertificated Securities Regulations means The Uncertificated Securities Regulations
1995 as amended from time to time and any provisions of or under the Companies Act which supplement
or replace such Regulations; United Kingdom means Great Britain and Northern Ireland; the Vesting Date means the date on which the business of ANBS is transferred to the
Company;




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12 references to a document being executed include references to its being executed under hand
or under seal or by any other method except by means of an electronic signature; references to a document being signed or to signature include references to its
being executed under hand or under seal or by any other method and, in the case of an electronic
communication, are to its bearing an electronic signature; references to writing include references to any method of representing or reproducing words
in a legible and non-transitory form including by way of electronic communications where
specifically provided in a particular article or where permitted by the board in its absolute
discretion; words or expressions to which a particular meaning is given by the Companies Acts in force when
these articles or any part of these articles are adopted bear (save as otherwise provided in these
articles) the same meaning in these articles or that part (as the case may be) save that the word
company shall include any body corporate; and references to a meeting shall not be taken as requiring more than one person to be present
if any quorum requirement can be satisfied by one person; and headings and notes are included only for convenience and shall not affect
meaning. Form of resolution 3. (A) Where for any purpose an ordinary resolution of the Company is
required, a special or extraordinary resolution shall also be effective and where for any purpose
an extraordinary resolution is required, a special resolution shall also be effective. (B) A resolution in writing executed by or on behalf of each member who would have been entitled to
vote upon it if it had been proposed at a general meeting at which he was present shall be as
effectual as if it had been passed at a general meeting properly convened and held and may consist
of several instruments in the like form each executed by or on behalf of one or more of the
members. In this paragraph of this article references to in writing include the use of electronic
communications subject to such terms and conditions as the board may decide. SHARE CAPITAL Authorised share capital 4. (A) The authorised share capital of the Company at the date of adoption of this
article is £1,175,000,000, US$10,000,000, and 10,000,000 divided into 1,750,000,000 ordinary
shares of 10 pence each and 1,000,000,000 preference shares of £1 each (the Sterling Preference
Shares) and 1,000,000,000 preference shares of US$0.01 each (the Dollar Preference Shares) and
1,000,000,000 preference shares of 0.01 each (the Euro Preference Shares). (B) All of the Preference Shares shall rank pari passu inter se to the extent that they are
expressed so to rank and shall confer the rights and be subject to the limitations set out in this
article. They shall also confer such further rights (not being inconsistent with the rights set out
in this article) as




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13 may be attached by the board to any series of such shares prior to allotment of such series and in
particular (but without prejudice to the generality of the foregoing) the board may, pursuant to
the authority given by the passing of the resolution to adopt this article, consolidate and divide
and/or sub-divide any Preference Shares into shares of a larger or smaller amount (and so that the
provisions of articles 45 and 46 shall, where relevant, apply to any such consolidation, division
or sub-division) and/or in accordance with the terms of issue of such Preference Shares may
redesignate or convert such authorised Preference Share capital into any other class of share
capital (including any other series of Preference Shares) into which the authorised share capital
of the Company is or may at that time be divided of a like aggregate nominal amount (as nearly as
may be) in the same currency as the Preference Shares so redesignated or converted or into
unclassified shares of the same aggregate nominal amount (as nearly as may be) in the same currency
as the Preference Shares so redesignated or converted. Whenever the board has power under this
article to determine any of the rights to be attached to any of the Preference Shares, the rights
so determined need not be the same as those attached to the Preference Shares which have then been
allotted or issued. The Preference Shares may be issued in one or more separate series and each
series shall be identified in such manner as the board may determine without any such determination
or identification requiring any alteration to these articles. Each of the Preference Shares shall,
subject to such terms and conditions of issue as the board may determine prior to the issue of any
relevant series of Preference Shares, confer the following rights as to participation in the
profits and assets of the Company, attendance at meetings, voting and redemption:  (1)
    Income(a)
    Preference Shares shall (subject to the further provisions described below) entitle the
members holding the same to receive a preferential dividend (hereinafter called the
Preference Dividend), payable at such rate or rates (whether fixed or variable) and on such dates
(Preference Dividend Payment Dates) to be determined by the board before allotment on the amounts
from time to time paid up or credited as paid up thereon and on such other terms and conditions as
may be determined by the board prior to allotment thereof and in particular (but without prejudice
to the foregoing) the board may determine whether the rights of such shares as regards
participation in profits are cumulative or non-cumulative. Unless otherwise determined by the
directors prior to allotment, any Preference Dividends on Sterling Preference Shares shall be
payable in sterling and any Preference Dividends on Dollar Preference Shares shall be payable in
dollars.(b)
    Unless otherwise determined by the board prior to allotment thereof, Preference Shares
shall rank as regards participation in profits pari passu inter se and with any other shares that
are expressed to rank pari passu therewith as regards participation in profits and otherwise in
priority to any other shares of the Company.(c)
    If it shall subsequently appear that any dividend which has been paid to holders of
Preference Shares should not have been so paid, then provided the board shall have acted in good
faith, the directors shall not incur any liability for any loss which any shareholder may suffer in
consequence of such payment having been made.(d)
    All or any of the following provisions may apply in relation to any particular
Preference Shares (relevant Preference Shares) if so determined by the board prior to the
allotment thereof:-




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14  (i)
    if, on any Preference Dividend Payment Date the distributable profits and distributable
reserves of the Company are, in the opinion of the board, insufficient to enable payment in full to
be made of the relevant Preference Dividend and, if applicable, of any dividends payable on such
date on any other shares (including any arrears or deficiency of dividend on any such other shares
that are in cumulative form) ranking pari passu with or in priority to the relevant Preference
Shares as regards participation in profits, then the directors shall (after payment in full, or the
setting aside of a sum required for payment in full, of (1) all dividends payable on or before the
relevant Preference Dividend Payment Date on any shares in the capital of the Company ranking in
priority to the relevant Preference Dividend and (2) any special dividend referred to in
sub-paragraph (f) below) apply such distributable profits and distributable reserves (if any) in
paying dividends to the holders of participating shares (as defined below) pro rata to the amount
of dividend on participating shares accrued and payable (including any arrears or deficiency of
dividend on any such other shares that are in cumulative form) on or before the relevant Preference
Dividend Payment Date. For the purposes of this paragraph, the expression participating shares
shall mean the relevant Preference Shares and any other shares in the capital of the Company which
rank pari passu as regards participation in profits with the relevant Preference Shares and on
which either (1) a dividend is payable on the relevant Preference Dividend Payment Date or (2)
arrears of cumulative dividend are unpaid at the relevant Preference Dividend Payment Date;(ii)
    if, on any Preference Dividend Payment Date, the distributable profits and distributable
reserves of the Company are, in the opinion of the board, insufficient to enable payment to be made
of any of the relevant Preference Dividend and, if applicable, of any dividends payable on such
date on any other shares ranking pari passu with or in priority to the relevant Preference Shares
as regards participation in profits, then the Company shall not pay the relevant Preference
Dividend;(iii)
    if, in the opinion of the board, the distributable profits and distributable reserves of the
Company are sufficient to cover the relevant Preference Dividend and also the payment in full of
all other dividends stated to be payable on such date on any other shares (including any arrears or
deficiency of dividend on any such other shares that are in cumulative form) expressed to rank pari
passu therewith or in priority thereto as regards participation in profits, then, subject to
sub-paragraph (iv) below, such dividends on the Preference Shares and on such other shares shall be
declared and paid in full;(iv)
    if, in the opinion of the board, the payment of any Preference Dividend would breach or cause
a breach of the Bank of Englands capital adequacy requirements from time to time applicable to the
Company then none of such Preference Dividend shall be declared or paid;(v)
    subject to sub-paragraph (vii) below, the relevant Preference Shares shall carry no further
right to participate in the profits and reserves of the Company other than the Preference Dividend
and if on any occasion a Preference Dividend (or any part thereof) is not paid for the reasons
described above, the holders of Preference Shares (other than Preference Shares which are expressed
to have a cumulative right as regards participation in profits) shall have no claim in respect of
such shortfall;




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15  (vi)
    if a Preference Dividend on any relevant Preference Shares is not paid in full (or a sum
is not set aside to provide for its payment in full) the Company may not (without the written
consent of three-fourths in nominal value of, or the sanction of an extraordinary resolution passed
at a separate general meeting of the holders of relevant Preference Shares) thereafter redeem,
reduce, purchase or otherwise acquire for any consideration any other share capital of the Company
ranking pari passu with or after the relevant Preference Shares as regards participation in the
assets of the Company (and may not set aside or establish any sinking fund for any such redemption,
reduction, purchase or other acquisition) until such time as all Preference Dividends on Preference
Shares which are expressed to have a cumulative right as regards participation in profits have been
paid in full (including any arrears or deficiency of dividend in respect thereof) or a sum shall
have been set aside for such payment in full and Preference Dividends on the relevant Preference
Shares in respect of such period as the board shall determine prior to allotment of the relevant
Preference Shares shall have been paid in full (or a sum shall have been set aside for such payment
in full);(vii)
    the provisions described in this sub-paragraph shall apply where any Preference Dividend is,
for the reasons specified above, not payable and the amounts (if any) standing to the credit of the
profit and loss account of the Company together with the amount of the reserves of the Company
available for the purpose are sufficient to enable the allotments of additional preferences shares
referred to in the further provisions of this sub-paragraph to be made in full:-  (aa)
    for the purposes of this sub-paragraph:-  (x)
    Relevant Shares means relevant Preference Shares and any preference shares of the Company
ranking pari passu with the relevant Preference Shares as regards participation in profits (other
than any such shares which are expressed to have a cumulative right as regards participation in
profits) in respect of which a preference dividend which would have been payable on the same date
as a Relevant Dividend on Preference Shares is not to be paid; and(y)
    Relevant Dividend means the preference dividend which is not to be paid on Relevant Shares on
any occasion,  and where a member holds Relevant Shares of more than one class, the provisions of this
sub-paragraph shall be interpreted and applied separately in respect of each class of Relevant
Shares held by him;  (bb)
    provided that the Company has sufficient authorised but unissued share capital and that the
directors are authorised in accordance with section 80 of the Companies Act 1985 to allot the
appropriate amount of relevant securities (for which purposes the directors shall, if necessary,
call as soon as practicable a general meeting of the Company at which the appropriate resolutions
to create such share capital and to obtain such authority are proposed), each holder of Relevant
Shares shall, on the date for payment of the Relevant Dividend had such dividend been paid in cash,
be allotted such additional nominal amount of




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16  preference shares of the same class, denominated in the same currency and carrying identical rights
and limitations as the particular Relevant Shares in question, credited as fully paid, as is equal
to an amount determined by multiplying the cash amount of the Relevant Dividend (exclusive of any
associated tax credit) that would have been payable to him had such dividend been payable in cash
by a factor to be determined by the board prior to allotment of the Relevant Shares and rounding
the resulting sum down to the nearest integral multiple of
£1 (in the case of Sterling Preference
Shares) and of US$0.01 (in the case of Dollar Preference Shares). A holder of Preference Shares
receiving an allotment of additional preference shares in accordance with this sub-paragraph shall
not be entitled to receive any part of the Relevant Dividend relating to Relevant Shares of that
class in cash;  (cc)
    subject to the provisos in sub-paragraph (vii)(bb) above, for the purpose of paying up
preference shares to be allotted on any occasion pursuant to this sub-paragraph, the directors
shall capitalise out of the sums standing to the credit of the profit and loss account of the
Company and/or to the credit of the Companys reserve accounts (including share premium account)
available for the purpose, as the directors may determine, a sum equal to the aggregate nominal
amount of the additional preference shares then to be allotted and apply the same in paying up in
full the appropriate amount of unissued preference shares of that class or classes in question;(dd)
    the additional preference shares so allotted shall rank pari passu in all respects with the
particular Relevant Shares in respect of which the additional preference shares were so allotted,
save only as regards participation in the Relevant Dividend; and(ee)
    the board may undertake and do such acts and things as it may consider necessary or expedient
for the purpose of giving effect to the provisions described in this paragraph.  (e)
    Subject as provided in sub-paragraph (f) below, if a Preference Dividend on any
relevant Preference Shares is not paid in full (or a sum is not set aside to provide for its
payment in full), no dividend may thereafter be declared or paid on any other share capital of the
Company ranking as to participation in profits after the relevant Preference Shares until such time
as all Preference Dividends on Preference Shares which are expressed to have a cumulative right as
regards participation in profits have been paid in full (including any arrears or deficiency of
dividend in respect thereof) or a sum shall have been set aside for such payment in full and
Preference Dividends on the relevant Preference Shares in respect of such period as the board shall
determine prior to allotment of the relevant Preference Shares shall have been paid in full (or a
sum shall have been set aside for such payment in full).(f)
    In any calendar year, whether or not any Preference Dividend on any particular
Preference Shares has been paid in full and notwithstanding any other provision of these articles,
the board may, if it so resolves, pay (or set aside a sufficient sum for payment of) a special
dividend not exceeding (in the case of the Sterling Preference Shares) one penny per share or (in
the case of the Dollar Preference Shares) one cent per share on any shares in the capital of the
Company in




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17 respect of which no dividend has previously been paid in that calendar year. References elsewhere
in this article to any dividend payable on any Preference Shares shall not be treated as including
a reference to any special dividend paid on any particular Preference Shares pursuant to this
sub-paragraph (f).  (2)
    Capital(a)
    On a distribution of assets on a winding-up of the Company or return of capital (other
than on a redemption or purchase by the Company of any of its share capital), members holding
Preference Shares shall in respect thereof be entitled to receive, out of the surplus assets
remaining after payment of the Companys liabilities, an amount equal to the amount paid up or
credited as paid up on the Preference Shares together with such premium (if any) as may be
determined by the board prior to allotment thereof (and so that the board may determine that such
premium is payable only in specified circumstances). Unless otherwise determined by the board
prior to allotment, such amount in respect of Sterling Preference Shares shall be payable in
sterling and such amount in respect of Dollar Preference Shares shall be payable in dollars.(b)
    In addition to the amount repayable on the Preference Shares in accordance with
sub-paragraph (a) above there shall be payable a sum equal to the Preference Dividend which would
have been payable by the Company in accordance with paragraph (1) above (together, in the case of
Preference Shares which are expressed to have a cumulative right as regards participation in
profits, with any arrears or deficiency of Preference Dividend), calculated at the annual rate
determined by the board before allotment of the Preference Shares in question, in respect of the
number of days included in the period commencing with the day following whichever Preference
Dividend Payment Date shall most recently have occurred prior to the date of commencement of the
winding-up of the Company or return of capital and ending with such date of
commencement of winding-up or return of capital, as though such period had been one in relation to
which a Preference Dividend would have been payable pursuant to the provisions described in
paragraph (1)(a) above and the terms of issue of the Preference Shares in question, but subject
always to the provisions described in paragraph (1)(d) (i), (ii) and (iv) above and to the terms on
which any particular Preference Shares are issued.(c)
    With respect to the amounts payable or repayable under sub-paragraphs (a) and (b) of
this paragraph in the event of a winding-up of the Company or return of capital, Preference Shares
shall rank pari passu inter se and with any other shares that are expressed to rank pari passu
therewith as regards participation in surplus assets and otherwise in priority to any other share
capital of the Company. Save as may be determined by the board prior to the issue of any
particular series of Preference Shares, the holders of Preference Shares shall not be entitled in
respect thereof to any further or other right of participation in the assets of the Company upon a
winding-up or return of capital.(3)
    Voting The holders of any series of Preference Shares will only be entitled to receive notice of and to
attend any general meeting of the Company:-  (1)
    if the Preference Dividend on the Preference Shares of such series has not, at the date
of the notice of the general meeting, been paid in full in respect of such dividend periods as




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18 the board may prior to allotment determine, in which case the holders of the Preference Shares of
such series will be entitled to speak and/or vote upon any resolution proposed thereat; or  (2)
    if a resolution is proposed at the general meeting:-  (i)
    for, or in relation to, the winding-up of the Company; or(ii)
    varying, altering or abrogating any of the rights, privileges, limitations or
restrictions attached to the Preference Shares of such series, in which case the holders of the Preference Shares of such series will be entitled to speak and/or
vote only upon such resolution; or  (3)
    in such other circumstances, and upon and subject to such terms, as the board may
determine prior to allotment. On a show of hands every holder of Preference Shares who is entitled to vote and who (being an
individual) is present in person or (being a corporation) is present by representative shall have
one vote. On a poll each holder of Preference Shares present in person or by proxy and entitled to
vote shall have such number of votes in respect of each Preference Share as the board may determine
prior to the allotment of such shares.  (4)
    Redemption of Shares  (a)
    Unless the board shall, prior to the allotment of any series of Preference Shares,
determine that such series shall be non-redeemable, each series of Preference Shares shall, subject
to the provisions of the Companies Acts and to the other provisions of this paragraph (4), be
redeemable at the option of the Company in whole or in part on any day by the Company giving to
each of the holders of the Preference Shares to be redeemed not less than fourteen days prior
notice in writing (a Notice of Redemption) and by the Company complying with the other
requirements of this paragraph (4).(b)
    Such Preference Shares shall be redeemable on any date falling no earlier than five
years and one day after the date of allotment of the particular Preference Shares in question.(c)
    Such Preference Shares shall cease to be redeemable in such circumstances (if any) as
the board may determine prior to the allotment of the particular Preference Shares in question.(d)
    In the case of a partial redemption under sub-paragraph (a) of this paragraph (4) of
this article 4(B), the Company shall for the purposes of ascertaining the particular Preference
Shares to be redeemed cause a drawing to be made at the office (or at such other place as the board
may determine) in the presence of the auditors.(e)
    A Notice of Redemption shall specify the particular Preference Shares to be redeemed,
the date fixed for redemption (the Redemption Date), the amount payable in respect of each such
Preference Share on redemption and the place in the United Kingdom at which




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19 the certificates for such shares are to be presented for redemption and upon such date each of the
holders of the Preference Shares concerned shall be bound to deliver to the Company at such place
the certificates for the Preference Shares concerned. Upon such delivery and against the receipt of
such holder for the redemption moneys payable in respect of such Preference Shares, the Company
shall pay to such holder the amount due to him in respect of such redemption and shall cancel the
certificates so delivered. If any certificate so delivered to the Company includes any Preference
Shares not to be redeemed on the Redemption Date a fresh certificate for such Preference Shares
shall be issued free of charge to the holder delivering such certificate to the Company. No defect
in the Notice of Redemption or in the giving thereof shall affect the validity of the redemption
procedure.  (f)
    There shall be paid on each Preference Share so redeemed the amount paid up or credited as paid
up thereon, together (to the extent permitted by the Companies Acts) with any premium paid on issue
and, in the case of fixed rate Dollar Preference Shares only, but only if the terms of issue of any
relevant Dollar Preference Shares issued after 24 April, 2003 shall so require, any Relevant
Redemption Premium (as hereinafter defined). These provisions are without prejudice to any right of
the holders of any Preference Share to receive amounts of dividend payable pursuant to the terms of
issue of any particular Preference Share and any such dividend shall be deemed not to form part of
the amount payable on redemption. Relevant Redemption Premium means an amount calculated in
accordance with the following formula as applied in relation to any Redemption Date which falls
within the period of five years commencing on the day following the fifth anniversary of the first
date of allotment (the Relevant Allotment Date) of the particular series of Dollar Preference
Shares in question. The formula for calculation of the Relevant Redemption Premium shall be A x B,
where: A is the annual amount of dividend (expressed in dollars) on one Dollar Preference Share of the
particular series of Dollar Preference Shares in question excluding any associated tax credit; and B, in relation to a Redemption Date falling within the period of twelve months commencing on the
day following the fifth anniversary of the Relevant Allotment Date,
is 1/2(one half), or, in relation to a Redemption Date falling within the period of twelve months commencing on the day
following the sixth anniversary of the Relevant Allotment Date, is 2/5 (two fifths), or, in relation to a Redemption Date falling within the Period of twelve months commencing on the day
following the seventh anniversary of the Relevant Allotment Date, is 3/10 (three tenths), or, in relation to a Redemption Date falling within the period of twelve months commencing on the day
following the eighth anniversary of the Relevant Allotment Date, is 1/5 (one fifth), or,




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##### 



20 in relation to a Redemption Date falling within the period of twelve months commencing on the day
following the ninth anniversary of the Relevant Allotment Date, is 1/10 (one tenth). The product of the above formula shall be rounded down to the nearest whole cent. No Relevant
Redemption Premium shall be payable when the Redemption Date falls after the tenth anniversary of
the Relevant Allotment Date.  (g)
    Payment by the Company in respect of the amount due on redemption shall be made, in the case of
a Dollar Preference Share, by a dollar cheque drawn on a bank in England or in New York City and,
in the case of a Sterling Preference Share, by a sterling cheque drawn on a bank in London, or,
upon the request of the holder or joint holders not later than the date specified for the purpose
in the Notice of Redemption, by transfer to in the case of a Dollar Preference Share, a dollar
account maintained by the payee with a bank in London or New York City or, in the case of a
Sterling Preference Share, a sterling account maintained by the payee with a bank in London. All
payments in respect of redemption monies will in all respects be subject to any applicable fiscal
or other laws.(h)
    As from the relevant Redemption Date the dividend on the Preference Shares due for redemption
shall cease to accrue except on any such Preference Shares in respect of which, upon the due
delivery of the certificate relating thereto in accordance with sub-paragraph (d) of this paragraph
(4), payment of the redemption moneys due on such Redemption Date shall be improperly withheld or
refused in which case the said dividend, at the rate then applicable, shall be deemed to have
continued and shall accordingly continue to accrue from the relevant Redemption Date to the date of
payment of such redemption moneys. Such Preference Shares shall not be treated as having been
redeemed until the redemption moneys in question together with the accrued dividend thereon have
been paid whereupon such Preference Shares shall be treated as having been redeemed.(i)
    If the Redemption Date for any Preference Share is not, in the case of a Sterling Preference
Share, a day on which banks in London are open for business and on which foreign exchange dealings
may be conducted in London (a Sterling Business Day) or, in the case of a Dollar Preference
Share, a day on which banks in London and New York City are open for business and on which foreign
exchange dealings may be conducted in such cities (a Dollar Business Day), then payment of the
amount payable on redemption will be made on the next succeeding Sterling Business Day or Dollar
Business Day as the case may be, and without any interest or other payment in respect of such delay
unless such day shall fall within the next calendar month, whereupon such payment will be made on
the preceding Sterling Business Day or Dollar Business Day, as the case may be.(j)
    The receipt of the registered holder for the time being of any Preference Shares or, in
the
case of joint registered holders, the receipt of any one of them for the monies payable on
redemption thereof, shall constitute an absolute discharge to the Company in respect thereof.(k)
    Upon the redemption or purchase of any Preference Shares, the directors may (pursuant to the
authority given by the passing of the resolution to adopt this article) consolidate




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21 and divide and/or sub-divide the authorised, but unissued, Preference Share capital existing as a
consequence of such redemption or purchase into shares of a larger or smaller amount and/or may
convert such authorised, but unissued, Preference Share capital into any other class of share
capital into which the authorised share capital of the Company is or may at that time be divided of
a like aggregate nominal amount (as nearly as may be) in the same currency as the Preference Shares
so redeemed or purchased or into unclassified shares of the same aggregate nominal amount (as
nearly as may be) in the same currency as the Preference Shares so redeemed or purchased (and so
that the provisions of articles 45 and 46 shall, where relevant, apply to any such consolidation,
division or sub-division).  (5)
    Further Shares(a)
    Save as provided by the terms of issue of any particular Preference Shares, the Company
shall not create or issue any further shares ranking as regards participation in the profits and
assets of the Company in priority to the Preference Shares.(b)
    Any series of Preference Shares or other shares ranking pari passu in some or all
respects with the Preference Shares then in issue may (unless otherwise provided by the terms of
issue of the Preference Shares then in issue), without their creation or issue being deemed to vary
the special rights attached to any Preference Shares then in issue, either carry rights identical
in all respects with such Preference Shares or any of them or carry rights differing therefrom in
any respect. Unless otherwise provided by the terms of issue, the rights attaching to any
Preference Shares shall not be deemed to be varied or abrogated by the purchase, redemption or
cancellation by the Company of any of its shares ranking as regards participation in the profits or
assets of the Company pari passu with or after such Preference Shares. Rights attached to shares 5. Subject to the provisions of the Companies Acts and to any rights conferred on the
holders of any
other shares, any share may be issued with or have attached to it such rights and restrictions as
the Company may by ordinary resolution decide or, if no such resolution has been passed or so far
as the resolution does not make specific provision, as the board may decide. 5A.1 In this Article 5A, references to the Scheme are to the scheme of arrangement (as it may be
modified or amended (including, without limitation, any modification or addition which represents
an improvement in the value and/or terms of the Acquisition to Holders of Scheme Shares (as
determined by Morgan Stanley & Co. Limited and the board of directors of the Company)) in
accordance with its terms) between the Company and the Holders of the Scheme Shares under section
425 of the Companies Act dated 17 September 2004 and terms defined in the Scheme shall have the
same meanings in this Article. 5A.2 Notwithstanding any other provision of these Articles, if the Company issues any Abbey Shares
on or after the adoption of this Article and prior to the Scheme Record Time, such shares shall be
allotted and issued subject to the terms of the Scheme and the holders of such shares shall be
bound by the Scheme accordingly.




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22 5A.3 Subject to and with effect from the Effective Date, if following the Scheme Record Time any
shares in the Company are issued to any person or persons (each a New Member) other than Banco
Santander, one of its subsidiary undertakings or its nominee, they will be allotted and issued on
terms that they must be immediately transferred to Banco Santander in consideration for the issue
or transfer from treasury by Banco Santander to the New Member of such number of Banco Santander
Shares (credited as fully paid) as that New Member would have been entitled to had each Abbey Share
transferred hereunder been a Scheme Share but not, for the avoidance of doubt, any dividends the
New Member would have been entitled to had each Abbey Share transferred hereunder been a Scheme
Share, subject to Article 5A.4 below. 5A.4 The number of New Banco Santander Shares to be issued and delivered to the New Member under
Article 5A.3 above may be adjusted by the Company in such manner as the auditors of the Company may
determine to be appropriate on any reorganisation or material alteration (including, without
limitation, any sub-division and/or consolidation) of the share capital of either the Company or
Banco Santander carried out on or after the Effective Date. 5A.5 To give effect to any such transfer required by this Article 5A, the Company may appoint any
person to execute and deliver a form of transfer on behalf of the New Member in favour of Banco
Santander and to agree for and on behalf of the New Member to become a member of Banco Santander.
Pending the registration of Banco Santander as the holder of any share to be transferred pursuant
to this Article 5A, Banco Santander shall be empowered to appoint a person nominated by the
directors of Banco Santander to act as attorney on behalf of the New Member in accordance with such
directions as Banco Santander may give in relation to any dealings with or disposal of such share
(or any interest therein), exercising any rights attached thereto or receiving any distribution or
other benefit accruing or payable in respect thereof and the registered holders of such share shall
exercise all rights attaching thereto in accordance with such directions. Redeemable shares 6. Subject to the provisions of the Companies Acts and to any rights conferred on the
holders of any other shares, any share may be issued which is to be redeemed, or is to be liable to
be redeemed at the option of the Company or the holder, on such terms and in such manner as may be
provided by these articles or as the board may, pursuant to these articles decide. Variation of rights 7. Subject to the provisions of the Companies Acts, all or any of the rights for the time
being attached to any class of shares for the time being issued may from time to time (whether or
not the Company is being wound up) be varied with the consent in writing of the holders of not less
than three-fourths in nominal value of the issued shares of that class or with the sanction of an
extraordinary resolution passed at a separate general meeting of the holders of those shares. All
the provisions of these articles as to general meetings of the Company shall mutatis
mutandis apply to any such separate general meeting, but so that the necessary quorum shall be
a person or persons holding or representing by proxy not less than one-third in nominal value of
the issued shares of the class, that every holder of shares of the class shall be entitled on a
poll to one vote for every share of the class held by him, that any holder of shares of the class
present in person or by proxy may demand a poll and that at any adjourned meeting of the holders
one holder present in person or by proxy (whatever the number of shares held by him) shall be a
quorum.




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23 Pari passu issues 8. The rights conferred upon the holders of any shares shall not, unless otherwise
expressly provided in the rights attaching to those shares, be deemed to be varied by the creation
or issue of further shares ranking pari passu with them. Unissued shares 9. (A) Subject to the provisions of the Companies Acts and these articles, the
unissued shares of the Company (whether forming part of the original or any increased capital)
shall be at the disposal of the board which may offer, allot, grant options over or otherwise
dispose of them to such persons, at such times and for such consideration and upon such terms as
the board may decide.  (B)   (i)
    The board may, by ordinary resolution of the Company fixing the Section 80
Period and the Section 80 Amount for the purpose of this article, be generally and unconditionally
authorised pursuant to Section 80 to exercise for each such Section 80 Period all the powers of the
Company to allot relevant securities up to an aggregate nominal amount equal to the Section 80
Amount; and  (ii)
    during each Section 80 Period the Company may make an offer or agreement which would or might
require relevant securities to be allotted after the expiry of such period and the board may allot
relevant securities in pursuance of such an offer or agreement as if the authority conferred had
not expired.  (C)  (i)
    The board shall, by special resolution of the Company fixing the Section 89
Period and the Section 89 Amount for the purpose of this article, be empowered pursuant to Section
95 to allot equity securities pursuant to the terms of the relevant Section 80 Authority wholly for
cash during each such Section 89 Period as if Section 89(1) did not apply to such allotment
PROVIDED THAT this power shall be limited to:  (a)
    the allotment of equity securities in connection with a rights issue; and(b)
    the allotment (otherwise than in connection with a rights issue) of equity securities
up to an aggregate nominal amount equal to the Section 89 Amount;  (ii)
    during each Section 89 Period the Company may make an offer or agreement which would or might
require equity securities to be allotted after the expiry of such period and the board may allot
equity securities in pursuance of such an offer or agreement as if the power conferred had not
expired.  (D)
    For the purposes of this article:- equity securities shall have the same meaning as in Section 94; relevant securities shall have the same meaning as in Section 80;




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24 rights issue means an offer of equity securities to ordinary shareholders, and to
all holders of any other class of equity security in accordance with the rights attached to such a
class, in proportion (as nearly as may be) to their respective holdings of such ordinary shares and
equity securities or in accordance with the rights attached to such equity securities but subject
to such exclusions, variations or other arrangements as the board may deem necessary or expedient
to deal with:-  (a)
    fractional entitlements; or(b)
    legal or practical problems under the laws, or the requirements, of any regulatory body
or any stock exchange in any territory; Section 80 means Section 80 of the Companies Act 1985 as amended or re-enacted from time
to time; Section 80 Authority means the authority conferred on the board by an ordinary resolution
of the Company pursuant to paragraph (B) and the relevant Section 80 Authority shall be
that Section 80 Authority which remains in force in accordance with its terms (subject to any
variation or revocation) at the date in question; the Section 80 Amount shall for any Section 80 Period be that stated in the relevant
ordinary resolution; the Section 80 Period means any period (not exceeding 5 years from the date of the
relevant ordinary resolution) for which the authority referred to in paragraph (B) is conferred by
such ordinary resolution; Section 89(1) means Section 89(1) of the Companies Act 1985 as amended or re-enacted from
time to time; the Section 89 Amount shall for any Section 89 Period be that stated in the relevant
special resolution PROVIDED THAT this shall not exceed the Section 80 Amount stated in the ordinary
resolution conferring the relevant Section 80 Authority less the aggregate nominal amount of
relevant securities subsequently allotted pursuant to the relevant Section 80 Authority as at the
date of the relevant special resolution; the Section 89 Period means any period (not exceeding 5 years from the date of the
relevant special resolution, nor expiring after the date on which the Section 80 Period stated in
the ordinary resolution conferring the relevant Section 80 Authority expires) for which the power
referred to in paragraph (C) is conferred by such special resolution; Section 94 means Section 94 of the Companies Act 1985 as amended or re-enacted from time
to time; Section 95 means Section 95 of the Companies Act 1985 as amended or re-enacted from time
to time; and




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25 the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for
or to convert any securities into shares of the Company, the nominal amount of such shares which
may be allotted pursuant to such rights. Payment of commission 10. The Company may in connection with the issue of any shares exercise all powers of
paying commission and brokerage conferred or permitted by the Companies Acts. Trusts not recognised 11. Except as ordered by a court of competent jurisdiction or as required by law and except
to the extent expressly provided in Articles 44 and 123 in relation to the trustee to whom shares
may be issued in accordance with the terms of the transfer of the business of N&P to the Company,
no person shall be recognised by the Company as holding any share upon any trust and the Company
shall not be bound by or required in any way to recognise (even when having notice of it) any
interest in any share other than an absolute right to the whole of the share in the holder. CERTIFICATES Right to share certificate 12.     (A) Subject to the provisions of the Uncertificated Securities Regulations, the
rules of any relevant system and these articles, every person (except a person to whom the Company
is not by law required to issue a certificate) whose name is entered in the register as a holder of
any certificated shares shall be entitled, without payment, to receive within two months after
allotment or lodgement of an instrument of a transfer to him of those shares or within two months
after the relevant Operator-instruction is received by the Company (or within such other period as
the terms of issue shall provide) either one certificate for all those shares of any one class
without payment or several certificates each for one or more of the shares of the class in question
upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the
board may from time to time decide. The Company shall arrange for certificates so prepared to be
despatched to the holder concerned upon receipt of such evidence as it may consider reasonable to
verify the identity and address of the holder concerned. In the case of a certificated share held
jointly by several persons the Company shall not be bound to issue more than one certificate and,
delivery of a certificate to one of several joint holders shall be sufficient delivery to all. A
member (except a Stock Exchange Nominee) who transfers some but not all of the shares comprised in
a certificate shall be entitled to a certificate for the balance without charge. Any two or more
certificates representing shares of any one class held by any member shall at his request be
cancelled and a single new certificate for such shares issued in lieu without charge. Uncertificated Shares 12.
    
    (B)
    
    (a)
    
    Pursuant and subject to the Uncertificated Securities Regulations, the board many
permit title to shares of any class to be evidenced otherwise than by a certificate and title to
shares of such a class to be transferred by means of a relevant system and may make arrangements
for a class of shares (if all shares of that class are in all respects identical) to become a
participating class. Title to shares of a particular class may only be evidenced otherwise than by
a certificate where that




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26 class of shares is for the time being a participating class. The board may also, subject to
compliance with the Uncertificated Securities Regulations and the rules of any relevant system,
determine at any time that title to any class of shares may from a date specified by the board no
longer be evidenced otherwise than by a certificate or the title to such a class shall cease to be
transferred by means of any particular relevant system. For the avoidance of doubt, shares which
are uncertificated shares shall not be treated as forming a class which is separate from
certificated shares with the same rights.(2)
    
    In relation to a class of shares which is, for the time being, a participating class
and for so long as it remains a participating class, no provision of these articles shall apply or
have effect to the extent that it is inconsistent in any respect with:-(i)
    
    the holding of shares of that class in uncertificated form;(ii)
    
    the transfer of title to shares of that class by means of a relevant system; and(iii)
    
    any provision of the Uncertificated Securities Regulations.(3)
    
    Shares of a class which is for the time being a participating class may be changed from
uncertificated to certificated form, and from certificated to uncertificated form, in accordance
with and subject as provided in the Uncertificated Securities Regulations and the rules of any
relevant system.(4)
    
    Unless the board otherwise determines or the Uncertificated Securities
Regulations or the rules of the relevant system concerned otherwise require, any shares issued or
created out of or in respect of any uncertificated shares shall be uncertificated shares and any
shares issued or created out of or in respect of any certificated shares shall be certificated
shares.
 Names of holders 13. In respect of shares of the Company acquired by persons by virtue of the transfer of
the business of ANBS to the Company or, as the case may be, issued as a consequence of the transfer
of the business of N&P to the Company, the board may enter in the register the surnames and
initials of such holders in cases where it is not aware of the full names of the holders. Replacement of share certificates 14. If a share certificate is defaced, worn out, lost or destroyed, it may be replaced
without fee but on such terms (if any) as to evidence and indemnity and to payment of any
exceptional out-of-pocket expenses of the Company in investigating the evidence and preparing the
indemnity as the board may decide and, where it is defaced or worn out, after delivery of the old
certificate to the Company.




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27 Execution of share certificates 15. Every share certificate shall be executed under a seal or in such manner as the board,
having regard to the terms of issue and any listing requirements, may authorise and shall specify
the number and class of the shares to which it relates and the amount or respective amounts paid up
on the shares. The board may by resolution decide, either generally or in any particular case or
cases, that any signatures on any share certificates need not be autographic but may be applied to
the certificates by some mechanical means or may be printed on them or that the certificates need
not be signed by any person. LIEN Companys lien on shares not fully paid 16. The Company shall have a first and paramount lien on every share (not being a fully
paid share) for all amounts payable to the Company (whether presently or not) in respect of that
share. The Companys lien on a share shall extend to every amount payable in respect of it. The
board may at any time either generally or in any particular case waive any lien that has arisen or
declare any share to be wholly or in part exempt from the provisions of this article. Enforcing lien by sale and application of proceeds 17. (A) The Company may sell, in such manner as the board may decide, any shares on
which the Company has a lien if a sum in respect of which the lien exists is presently payable and
is not paid within fourteen clear days after a notice in writing has been served on the holder of
the shares, demanding payment and stating that if the notice is not complied with the shares may be
sold. For giving effect to the sale the board may authorise some person to transfer the shares in
question and an instrument of transfer executed by that person shall be as effective as if it had
been executed by the holder of, or person entitled by transmission to, the shares. The purchaser
shall not be bound to see to the application of the purchase moneys, nor shall his title to the
shares be affected by any irregularity or invalidity in reference to the sale. (B) The net proceeds, after payment of the costs, of the sale by the Company of any shares on which
it has a lien shall be applied in or towards payment or discharge of the debt or liability in
respect of which the lien exists so far as it is presently payable, and any residue shall (subject
to a like lien for debts or liabilities not presently payable as existed upon the shares prior to
the sale and upon surrender, if required by the Company, for cancellation of the certificate for
the shares sold) be paid to the holder immediately before the sale. STOCK AND SHARE WARRANTS TO BEARER 18. The Company may issue, under a seal, stock or share warrants to bearer in respect of
any stock or fully paid shares in the Company, stating that the bearer of a warrant is entitled to
the stock or shares represented thereby, and the Company may provide by coupons or otherwise for
the payment of any future dividends on the stock or shares so represented. Such powers shall be
vested in the board which may determine and from time to time vary the conditions upon which
warrants shall be issued. Without prejudice to the generality of the foregoing, the board may
determine the conditions upon which any warrant or coupon shall be replaced, but so that, in the
case of the loss of a warrant or coupon, no




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28 replacement warrant or coupon shall be issued unless the board is satisfied beyond reasonable doubt
that the original has been destroyed, and the board may also determine the conditions upon which
the bearer of a warrant shall be entitled to receive notice of, and to attend, vote and demand a
poll at, general meetings of the Company and to join in requisitioning or convening general
meetings, and upon which a warrant may be surrendered and the name of the bearer entered in the
register in respect of the shares represented thereby. Subject to such conditions and to the
provisions of these articles and of the Companies Acts, the bearer of a warrant shall be deemed to
be a member for all purposes. The bearer of a warrant shall hold the same subject to the conditions
for the time being in force in regard to warrants for stock or shares of the same class of stock or
shares to which the warrant relates and whether such conditions are determined by the board before
or after the issue of such warrant. CALLS ON SHARES Calls 19. Subject to the terms of issue, the board may from time to time make calls upon the
members in respect of any moneys unpaid on their shares (whether on account of the nominal amount
of the shares or by way of premium) and not payable on a date fixed by or in accordance with the
terms of issue, and each member shall (subject to the Company serving upon him at least fourteen
clear days notice specifying when and where payment is to be made) pay to the Company as required
by the notice the amount called on his shares. A call may be revoked or postponed as the board may
decide. A person upon whom a call is made shall remain liable for all calls made upon him
notwithstanding the subsequent transfer of the shares in respect of which the call was made. Payment on calls 20. A call may be made payable by instalments and shall be deemed to have been made at the
time when the resolution of the board authorising the call was passed.Liability of joint holders 21. The joint holders of a share shall be jointly and severally liable to pay all calls in
respect of the share.Interest due on non-payment 22. If a call remains unpaid after it has become due and payable, the person from whom it
is due and payable shall pay interest on the amount unpaid from the day it is due and payable to
the time of actual payment at such rate, not exceeding 15 per cent, per annum, as the board may
decide and all costs, charges and expenses that may have been incurred by the Company by reason of
such non-payment but the board shall be at liberty to waive payment of such interest or such costs,
charges and expenses wholly or in part. Sums due on allotment treated as calls 23. Any amount which becomes payable in respect of a share on allotment or on any other
date fixed by or in accordance with the terms of issue, whether in respect of the nominal amount of
the share or by




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29 way of premium or as an instalment of a call, shall be deemed to be a call and, if it is not
paid, all the provisions of these articles shall apply as if the sum had become due and payable by
virtue of a call. Power to differentiate 24. Subject to the terms of issue, the board may on the issue of shares differentiate between the
allottees or holders as to the amount of calls to be paid and the times of payment. Payment of calls in advance 25. The board may, if it thinks fit, receive from any member who is willing to advance them all or
any part of the moneys uncalled and unpaid upon any shares held by him and upon all or any of the
moneys so advanced may (until they would, but for the advance, become presently payable) pay
interest at such rate, not exceeding (unless the Company by ordinary resolution shall otherwise
direct) 15 per cent, per annum, as the board may decide. FORFEITURE OF SHARES Notice if call or instalment not paid 26. If any call or instalment of a call remains unpaid on any share after the day appointed for
payment, the board may at any time thereafter serve a notice on the holder requiring payment of so
much of the call or instalment as is unpaid, together with any interest which may have accrued and
any costs, charges and expenses incurred by the Company by reason of such non-payment. Form of notice 27. The notice shall name a further day (not being less than fourteen clear days after the date of
the notice) on or before which, and the place where, the payment required by the notice is to be
made and shall state that in the event of non-payment on or before the day and at the place
appointed, the shares in respect of which the call was made or instalment is payable will be liable
to be forfeited. The board may accept the surrender of any share liable to be forfeited and, in
that event, references in these articles to forfeiture shall include surrender. Forfeiture if non-compliance with notice 28. If the notice is not complied with, any share in respect of which it was given may, at any time
before payment of all calls or instalments and interest and costs, charges and expenses due in
respect of it has been made, be forfeited by a resolution of the board to that effect and the
forfeiture shall include all dividends declared and other moneys payable in respect of the
forfeited shares and not paid before the forfeiture. Notice after forfeiture 29. When any share has been forfeited, notice of the forfeiture shall be served upon the person who
was before forfeiture the holder of the share but no forfeiture shall be invalidated by any
omission or neglect to give the notice.




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30 Sale of forfeited shares 30. Until cancelled in accordance with the requirements of the Companies Acts, a forfeited
share shall be deemed to be the property of the Company and may be sold, re-allotted or otherwise
disposed of either to the person who was, before forfeiture, the holder or to any other person upon
such terms and in such manner as the board shall decide. The board may for the purposes of the
disposal authorise some person to transfer the shares in question and may enter the name of the
transferee in respect of the transferred shares in the register notwithstanding the absence of any
share certificate being lodged in respect thereof and may issue a new certificate to the transferee
and an instrument of transfer executed by that person shall be as effective as if it had been
executed by the holder of, or person entitled by transmission to, the shares. The Company may
receive the consideration (if any) given for the share on its disposal. At any time before a sale,
re-allotment or disposition the forfeiture may be cancelled by the board on such terms as the board
may decide. Arrears to be paid notwithstanding forfeitures 31. A person whose shares have been forfeited shall cease to be a member in respect of them and
shall surrender to the Company for cancellation the certificate for the forfeited shares but shall
remain liable to pay to the Company all moneys which at the date of the forfeiture were payable by
him to the Company in respect of those shares with interest thereon at the rate of 15 per cent, per
annum (or such lower rate as the board may decide) from the date of forfeiture until payment, and
the Company may enforce payment without being under any obligation to make any allowance for the
value of the shares forfeited or for any consideration received on their disposal. Statutory declaration as to forfeiture 32. A statutory declaration that the declarant is a director of the Company or the secretary and
that a share has been forfeited on a specified date shall be conclusive evidence of the facts
stated in it as against all persons claiming to be entitled to the share. The declaration shall
(subject to the execution of an instrument of transfer if necessary) constitute a good title to the
share and the person to whom the share is disposed of shall not be bound to see to the application
of the purchase money (if any) nor shall his title to the share be affected by any irregularity or
invalidity in the proceedings relating to the forfeiture, sale, re-allotment or disposal. Transfer 33. Subject to such of the restrictions of these articles as may be applicable:-  (i)
    any member may transfer all or any of his uncertificated shares by means of
a relevant system in such manner provided for, and subject as provided in the
Uncertificated Securities Regulations and the rules of any relevant system, and
accordingly no provision of these articles shall apply in respect of an
uncertificated share to the extent that it requires or contemplates the effecting of
a transfer by an instrument in writing or the production of a certificate for the
share to be transferred; and(ii)
    any member may transfer all or any of his certificated shares by an instrument
of transfer in any usual form or in any other form which the board may approve.




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31 Execution of Transfer 34. The instrument of transfer of a certificated share shall be executed by or on behalf of the
transferor and (in the case of a partly paid share) the transferee, and the transferor shall be
deemed to remain the holder of the share concerned until the name of the transferee is entered in
the register in respect of it. All instruments of transfer, when registered, may be retained by the
Company. Right to decline registration of partly paid shares 35. The board, may, in its absolute discretion and without giving any reason for so doing, decline
to register any transfer of any shares which is not fully paid share PROVIDED THAT where such share
is admitted to the Official List of the London Stock Exchange such discretion may not be exercised
in such a way as to prevent dealings and shares of that class from taking place on an open and
proper basis. Other rights to decline registration 36. (A) The board may only decline to register a transfer of an uncertificated share in the
circumstances set out in the Uncertificated Securities Regulations, and where, in the case of a
transfer to joint holders, the number of joint holders to whom the uncertificated share is to be
transferred exceeds four.  (B)
    The board may decline to register any transfer of a certificated share unless:-(a)
    the instrument of transfer is left at the office or such other place as the
board may from time to time determine accompanied (save in the case of a transfer by a
person to whom the Company is not required by law to issue a certificate and to whom a
certificate has not been issued) by the certificate for the share to which it relates
and such other evidence as the board may reasonably require to show the right of the
person executing the instrument of transfer to make the transfer;(b)
    the instrument of transfer is in respect of only one class of share; and(c)
    in the case of a transfer to joint holders, the number of joint holders to whom
the share is to be transferred does not exceed four. Notice of Refusal 37. If the board declines to register a transfer of a share it shall, within two months after the
date on which the instrument of transfer was lodged or, in the case of uncertificated shares,
within two months after the date on which the relevant Operator-instruction is received, send to
the transferee notice of the refusal. No fee for registration 38. No fee shall be charged by the Company for registering any transfer or other document relating
to or affecting the title to any share or for making any other entry in the register.




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32 Closure of register 39. The registration of transfers may be suspended at such times and for such periods as the
board may from time to time determine and either generally or in respect of any class of shares.
The register of members shall not be closed for more than thirty days in any year. TRANSMISSION OF SHARES Transmission on death 40. If a member dies, the survivor or survivors, where he was a joint holder, and his personal
representatives, where he was a sole holder or the only survivor of joint holders, shall be the
only persons recognised by the Company as having any title to his shares; but nothing contained in
these articles shall release the estate of a deceased holder from any liability in respect of any
share held by him solely or jointly with other persons. Entry of transmission in register 41. Where the entitlement of a person to a share in consequence of the death or bankruptcy of a
member or of any other event giving rise to its transmission by operation of law is proved to the
satisfaction of the board, the board shall within two months after proof cause the entitlement of
that person to be noted in the register. Election of Person Entitled by Transmission 42. Any person entitled by transmission to a share may, subject as provided elsewhere in these
articles, elect either to become the holder of the share or to have some person nominated by him
registered as the holder. If he elects to be registered himself he shall give notice to the Company
to that effect. If he elects to have another person registered, he shall transfer title to the
share to that person. The board may at any time give notice requiring the person to elect either to
be registered himself or to transfer the share and if the notice is not complied with within sixty
days the board may withhold payment of all dividends and other moneys payable in respect of the
share until the requirements of the notice have been complied with. All the provisions of these
articles relating to the transfer of, and registration of transfers of, shares shall apply to the
notice or transfer as if the death or bankruptcy of the member or other event giving rise to the
transmission had not occurred and the notice or transfer was given or executed by the member. Rights of person entitled by transmission 43. Where a person becomes entitled by transmission to a share, the rights of the holder in
relation to that share shall cease, but the person entitled by transmission to the share may give a
good discharge for any dividends or other moneys payable in respect of it and shall have the same
rights in relation to the share as he would have had if he were the holder of it save that, until
he becomes the holder, he shall not be entitled in respect of the share to attend or vote at any
general meeting of the Company or at any separate general meeting of the holders of any class of
shares in the Company. The board may at any time give notice requiring the person to elect either
to be registered himself or to transfer the share and if the notice is not complied with within
sixty days the board may withhold payment of all dividends and




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33 other moneys payable in respect of the share until the requirements of the notice have been
complied with. Untraced shareholders 44. The Company may sell any shares in the Company on behalf of the holder of, or person entitled
by transmission to, the shares instructing a member of the London Stock Exchange to sell them at
the best price reasonably obtainable at the time of the sale if :-  (a)
    the shares have been in issue either in certificated or uncertificated form
throughout the qualifying period and at least three cash dividends have become payable
on the shares during the qualifying period; and(b)
    no cash dividend payable on the shares has either been claimed by presentation
to the paying bank of the relevant cheque or warrant or been satisfied by the transfer
of funds to a bank account designated by the holder of, or person entitled by
transmission to, the shares or by the transfer of funds by means of a relevant system
at any time during the relevant period; and(c)
    the Company has not at any time during the relevant period received:  (i)
    (i) in the case of holders of free shares acquired by them by
virtue of the transfer of the business of ANBS to the Company, satisfactory
registration details or, in the case of other holders of shares (save where
sub-paragraph (ii) below applies to such persons), so far as the Company at
the end of the relevant period is then aware, any communication from the
holder of, or person entitled by transmission to, the shares; or(ii)
    (ii) in the case of holders of shares issued as a consequence
of the transfer of the business of N&P to the Company, satisfactory
registration details from the holder of, or person entitled by transmission
to, the shares or, in the case of such shares issued to a trustee in
accordance with the terms of the transfer of the business of N&P to the
Company, from the person entitled to such shares under the terms of the trust;
and  (d)
    the Company has caused advertisements giving notice of its intention to sell
the shares to be published (i) (in the case of shares issued as a consequence of the
transfer of the business of N&P to the Company other than shares in respect of which
satisfactory registration details have been received by the Company) in two daily
newspapers with a national circulation, and (ii) (in any other case) one in a daily
newspaper with a national circulation and another in a newspaper circulating in the
area of the address shown in the register of the holder of, or person entitled by
transmission to, the shares, and (in either such case) a period of three months has
elapsed from the date of publication of the advertisements or of the last of the two
advertisements to be published if they are published on different dates;(e)
    the Company has given notice to the Stock Exchange of its intention to make the
sale;




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34 and any shares which are proposed to be sold under this article may be selected by the
Company at its discretion and any advertisements published by the Company need not refer to
the individual names of the holders or individually identify the shares in question. For the purposes of this article: the qualifying period means the period of twelve years immediately preceding the
date of publication of the relevant advertisements referred to in sub-paragraph (d) above
or of the first of the two advertisements to be published if they are published on
different dates except that (i) in relation to shares acquired by holders by virtue of the
transfer of the business of ANBS to the Company and (ii) in relation to shares issued as a
consequence of the transfer of the business of N&P to the Company (other than shares in
respect of which satisfactory registration details have been received by the Company), such
phrase shall have the foregoing meaning but with the substitution of the period of three
years for that of twelve years; and the relevant period means the period beginning at the commencement of the
qualifying period and ending on the date when all the requirements of sub-paragraphs (a) to
(e) above have been satisfied. For the purpose of (i) sub-paragraph (c)(i) above, a statutory declaration that the declarant
is a director of the Company or the secretary and that the Company was not aware at the end of the
relevant period of having at any time during the relevant period received any communication from
the holder of, or person entitled by transmission to, the shares shall be conclusive evidence of
the facts stated in it as against all persons claiming to be entitled to the shares, and (ii)
sub-paragraph (c)(ii) above, a statutory declaration that the declarant is a director of the
Company or the secretary and that the Company had not, at any time during the relevant period,
received satisfactory registration details in respect of the shares from the holder of, or person
entitled by transmission to, the shares or, in the case of any such shares issued to a trustee in
accordance with the terms of the transfer of the business of N&P to the Company, from the person
entitled to such shares under the terms of the trust shall be conclusive evidence of the facts
stated in that declaration as against all persons claiming to be entitled to the shares. If, after the publication of either or both of the advertisements referred to in
sub-paragraph (d) above but before the Company has become entitled to sell the shares pursuant to
this article, the requirements of sub-paragraph (b) or (c) above cease to be satisfied, the
Company may nevertheless sell those shares after the requirements of sub-paragraphs (a) to (e)
above have been satisfied afresh in relation to them. If during any relevant period further shares have been issued in right of those held at the
beginning of that relevant period or of any previously so issued during that relevant period and
all the requirements of sub-paragraphs (b) to (e) above have been satisfied in regard to the
further shares, the Company may also sell the further shares. The manner, timing and terms of any sale of shares pursuant to this article (including but not
limited to the price or prices at which the same is made) shall be such as the board determines
(and may, without limitation, include a term that the price is payable in instalments), based upon
advice from such bankers, brokers or other persons as the board considers appropriate which are
consulted by it for the purposes, to be reasonably practicable having regard to all the
circumstances including the number of shares to be disposed of and the requirement that the
disposal be made without delay; and the board




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35 shall not be liable to any person for any of the consequences of reliance on such advice.
Provided that a sale is made in accordance with this paragraph, the validity of the sale shall
not, for any purpose, be affected by the fact that the method of sale may confer a benefit on the
Group. To give effect to any sale of shares pursuant to this article the board may authorise some
person to transfer the shares in question and may enter the name of the transferee in respect of
the transferred shares in the register notwithstanding the absence of any share certificate being
lodged in respect thereof and may issue a new certificate to the transferee and an instrument of
transfer executed by that person shall be as effective as if it had been executed by the holder
of, or person entitled by transmission to, the shares. The purchaser shall not be bound to see to
the application of the purchase moneys nor shall his title to the shares be affected by any
irregularity or invalidity in the proceedings relating to the sale. The net proceeds of sale shall
belong to the Company and, upon their receipt, the Company shall become indebted (the debt being
payable not earlier than the date or dates on which the proceeds of sale are received by the
Company) to the former holder of, or person entitled by transmission to, the shares or, in the
case of shares issued to a trustee in accordance with the terms of the transfer of the business of
N&P to the Company, to the person entitled to such shares under the terms of the trust for an
amount equal to the net proceeds. No trust shall be created in respect of the debt and no interest
shall be payable in respect of it and the Company shall not be required to account for any moneys
earned from the net proceeds which may be employed in the business of the Company or as it thinks
fit. For the purposes of calculating the net proceeds, the Company shall be entitled (i) to
deduct any costs or expenses incurred by it in connection with the sale and to charge for any
services (including, without limitation, the provisions of any guarantee, indemnity, other
assurance or support) provided by the Group in connection with the sale; (ii) to make provision
for any taxation which may arise in relation to the sale and (iii) to deduct any other amounts to
which the trustee referred to above may be entitled under the terms of the trust. ALTERATION OF SHARE CAPITAL Increase, consolidation, subdivision and cancellation 45. Subject as provided in these articles, the Company may from time to time by ordinary
resolution:-  (a)
    increase its share capital by such sum to be divided into shares of such amount
as the resolution shall prescribe;(b)
    consolidate and divide all or any of its share capital into shares of larger
amount than its existing shares;(c)
    (subject to the provisions of the Companies Acts) sub-divide its shares or any
of them into shares of smaller amount and the resolution may determine that, as between
the shares resulting from the sub-division, any of them may have any preference or
advantage or be subject to any restriction as compared with the others; and(d)
    cancel any shares which, at the date of the passing of the resolution, have not
been taken or agreed to be taken by any person and diminish the amount of its share
capital by the amount of the shares so cancelled.




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36 Fractions 46. Whenever as a result of a consolidation of shares any members would become entitled to
fractions of a share, the board may deal with the fractions as it thinks fit and in particular may
aggregate and sell the shares representing the fractions to any person (including, subject to the
provisions of the Companies Acts, the Company) and distribute the net proceeds of sale in due
proportion among those members, and the board may authorise some person to transfer or deliver the
shares to, or in accordance with the directions of, the purchaser. The person to whom any shares
are transferred or delivered shall not be bound to see to the application of the purchase money nor
shall his title to the shares be affected by any irregularity in, or invalidity of, the proceedings
relating to the sale. Reduction of capital 47. Subject to the provisions of the Companies Acts and to any rights conferred on the holders of
any class of shares, the Company may in any way by special resolution reduce its share capital, any
capital redemption reserve and any share premium account. Purchase of own shares 48. Subject to the provisions of the Companies Acts and to any rights conferred on the holders of
any class of shares, the Company may purchase all or any of its shares of any class, including any
redeemable shares. Every contract for the purchase of, or under which the Company may become
entitled or obliged to purchase, shares in the Company shall be authorised by such resolution of
the Company as may be required by the Companies Acts and by an extraordinary resolution passed at a
separate general meeting of the holders of any shares which at the date on which the contract is
authorised by the Company in general meeting entitle them, either immediately or at any time later
on, to convert all or any of the shares of that class held by them into equity share capital of the
Company. Neither the Company nor the board shall be required to select the shares to be purchased
rateably or in any other particular manner as between the holders of shares of the same class or as
between them and the holders of shares of any other class or in accordance with the rights as to
dividends or capital conferred by any class of shares. GENERAL MEETINGS Extraordinary general meetings 49. Any general meeting of the Company other than an annual general meeting shall be called an
extraordinary general meeting. Annual general meetings 50. The board shall convene and the Company shall hold general meetings as annual general meetings
in accordance with the requirements of the Companies Acts. Summary Financial Statements 50a. The Company may send summary financial statements to members of the Company instead of copies
of its full accounts and reports and for the purposes of this article sending includes using
electronic communications and publication on a web site in accordance with the Companies Acts.




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37 Calling of extraordinary general meetings 51. The board may convene an extraordinary general meeting whenever it thinks fit and, upon
receipt of a requisition of members pursuant to the provisions of the Companies Acts, shall
forthwith proceed to do so for a date not later than eight weeks after deposit of the requisition
at the office. NOTICE OF GENERAL MEETINGS Length of notice 52. An annual general meeting and an extraordinary general meeting called for the passing of a
special resolution or a resolution appointing a person as a director shall be called by not less
than twenty- one clear days notice in writing. All other extraordinary general meetings shall be
called by not less than fourteen clear days notice in writing. The notice shall specify the place,
day and time of the meeting, and the general nature of the business to be transacted. Notice of
every general meeting shall be given to all members other than any who, under the provisions of
these articles or the terms of issue of the shares they hold, are not entitled to receive such
notices from the Company, and also to the auditors or, if more than one, each of them. Notwithstanding that a meeting of the Company is called by shorter notice than that specified
in this article, it shall be deemed to have been properly called if it is so agreed:-  (a)
    in the case of an annual general meeting, by all the members entitled to
attend and vote at the meeting; and(b)
    in the case of any other meeting, by a majority in number of the members
having a right to attend and vote at the meeting, being a majority together holding
not less than 95 per cent, in nominal value of the shares giving that right. References in this article to notice in writing include the use of electronic communications
and publication on a web site in accordance with the Companies Acts. Omission or non-receipt of notice 53. The accidental omission to give notice of a meeting or (in cases where instruments of proxy are
sent out with the notice) the accidental omission to send an instrument of proxy to, or the
non-receipt of either or both by, any person entitled to receive the notice shall not invalidate
the proceedings at that meeting. Control of attendance 54. (A) The board may, for the purpose of controlling the level of attendance at any place
specified for the holding of a general meeting, from time to time make such arrangements whether
involving the issue of tickets (on a basis intended to afford to all members otherwise entitled to
attend such meeting an equal opportunity of being admitted to the meeting) or the imposition of
some random means of selection or otherwise as it shall in its absolute discretion consider to be
appropriate, and may




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38 from time to time vary any such arrangements or make new arrangements in place therefor and the
entitlement of any member or proxy to attend a general meeting at such place shall be subject to
any such arrangements as may be for the time being in force and by the notice of meeting stated to
apply to that meeting. In the case of any general meeting to which such arrangements apply the
board shall, and in the case of any other general meeting the board may, when specifying the place
of the general meeting, direct that the meeting shall be held at a place specified in the notice
at which the chairman of the meeting shall preside (the Principal Place) and make arrangements
for simultaneous attendance and participation at other places by members otherwise entitled to
attend the general meeting but excluded therefrom under the provisions of this article or who wish
to attend at any of such other places provided that persons attending at the Principal Place and
at any of such other places shall be able to see and hear and be seen and heard by persons
attending at the Principal Place and at such other places. Such arrangements for simultaneous
attendance may include arrangements for controlling the level of attendance in any manner
aforesaid at such other places provided that they shall operate so that any such excluded members
as aforesaid are able to attend at one of such other places. For the purposes of all other
provisions of these articles any such meeting shall be treated as being held and taking place at
the Principal Place. Security Arrangements 54. (B) The board may direct that persons wishing to attend any general meeting should
submit to such searches or other security arrangements or restrictions as the board shall consider
appropriate in the circumstances and shall be entitled in its absolute discretion to, or to
authorise some one or more persons who shall include a director or the secretary or the chairman of
the meeting to, refuse entry to, or to eject from, such general meeting any person who fails to
submit to such searches or otherwise to comply with such security arrangements or restrictions. PROCEEDINGS AT GENERAL MEETINGS Quorum 55. No business shall be transacted at any general meeting unless a quorum is present when the
meeting proceeds to business, but the absence of a quorum shall not preclude the choice or
appointment of a chairman of the meeting which shall not be treated as part of the business of the
meeting. Save as otherwise provided by these articles, two members present in person or by proxy
and entitled to vote shall be a quorum for all purposes. Procedure if quorum not present 56. If within five minutes (or such longer time not exceeding one hour as the chairman of the
meeting may decide to wait) after the time appointed for the commencement of the meeting a quorum
is not present, the meeting shall stand adjourned to such other day (not being less than fourteen
nor more than twenty-eight days later) and at such other time or place as the chairman of the
meeting may decide and at such adjourned meeting one member present in person or by proxy (whatever
the number of shares held by him) shall be a quorum. The Company shall give not less than seven
clear days notice in writing of any meeting adjourned through want of a quorum and the notice
shall state that one member present in person or by proxy (whatever the number of shares held by
him) shall be a quorum. References in this article to notice in writing include the use of
electronic communications and publication on a web site in accordance with the Companies Acts.




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39 Chairman of general meeting 57. The chairman (if any) of the board or, in his absence, such deputy chairman (if any) as
the board shall have agreed or agree shall preside as chairman at every general meeting. If there
is no chairman or no such deputy chairman, or if at any meeting neither the chairman nor any such
deputy chairman is present within five minutes after the time appointed for the commencement of the
meeting, or if neither the chairman nor any such deputy chairman is willing to act as chairman, the
directors present shall choose one of their number to act, or if one director only is present he
shall preside as chairman if willing to act. If no director is present, or if each of the
directors present declines to take the chair, the persons present and entitled to vote shall
appoint one of their number to be chairman. Directors right to attend and speak 58. Each director shall be entitled to attend and speak at any general meeting of the Company and
at any separate general meeting of the holders of any class of shares in the Company. Adjournments 59. The chairman may at any time without the consent of the meeting adjourn any meeting (whether or
not it has commenced or a quorum is present) either until further notice or to another time or
place where it appears to him that:  (a)
    the members wishing to attend cannot be conveniently accommodated in the place
appointed for the meeting;(b)
    the conduct of persons present prevents or is likely to prevent the orderly
continuation of business; or(c)
    an adjournment is otherwise necessary so that the business of the meeting may
be properly conducted. In addition, the chairman may at any time with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meeting either until further notice
or to another time or place. When a meeting is adjourned sine die the time and place for
the adjourned meeting shall be fixed by the board. No business shall be transacted at any
adjourned meeting except business which might properly have been transacted at the meeting had the
adjournment not taken place. Postponement of General Meetings 59a. If the board, in its absolute discretion, considers that it is impractical or unreasonable for
any reason to hold a general meeting on the date or at the time or place specified in the notice
calling the general meeting, it may postpone the general meeting to another date, time and/or
place. The board shall take reasonable steps to ensure that notice of the date, time and place of
the postponed meeting is given to any member trying to attend the meeting at the original time and
place not being more than 14 days from the date of the original meeting. Notice of the date, time
and place of the postponed meeting shall, if practicable, also be placed in at least two national
newspapers in the United Kingdom. Notice of the business to be transacted at such postponed meeting
shall not be required.




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40 Notice of adjourned meeting 60. When a meeting is adjourned for 14 days or more, not less than seven clear days notice of the
adjourned meeting shall be given. Such notice may be given by advertisement published on the same
date in at least two leading daily newspapers in the United Kingdom and such notice shall be deemed
to have been served at noon on the day when the advertisement appears. Save as otherwise to
provide, it shall not be necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting. When a meeting is adjourned for 30 days or more or until further notice (in which latter case the
date, time and place of the adjourned meeting shall be fixed by the board), notice of the
adjourned meeting shall be given as in the case of an original meeting. Save as otherwise provided
in these articles, it shall not be necessary to give any notice of an adjournment or of the
business to be transacted at an adjourned meeting. Amendments to resolutions 61. If an amendment shall be proposed to any resolution under consideration but shall in good faith
be ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution
shall not be invalidated by any error in such ruling. VOTING Votes of members 62. Subject to any special terms as to voting upon which any shares may be issued or may for the
time being be held or any suspension or any abrogation of voting rights pursuant to these articles,
on a show of hands every member who is present in person at a general meeting of the Company shall
have one vote, and on a poll every member who is present in person or by proxy shall have one vote
for every share of which he is the holder. Method of voting 63. (A) At any general meeting a resolution put to the vote of the meeting shall be decided
on a show of hands unless (before or on the declaration of the result of the show of hands or on
the withdrawal of any other demand for a poll) a poll is properly demanded. Subject to the
Companies Acts, a poll may be demanded by:-  (a)
    the chairman of the meeting; or(b)
    at least five members present in person or by proxy and entitled to vote; or(c)
    any member or members present in person or by proxy and representing in the
aggregate not less than one-tenth of the total voting rights of all the members having
the right to attend and vote at the meeting; or(d)
    any member or members present in person or by proxy and holding shares
conferring a right to attend and vote at the meeting on which there have been paid up
sums in the




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41 aggregate equal to not less than one-tenth of the total sum paid up on all the shares conferring that right. (B) Unless a poll is so demanded and the demand is not withdrawn, a declaration by the
chairman that a resolution has been carried or carried unanimously or by a particular majority or
not carried by a particular majority or lost shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded for or against the resolution. Procedure if poll demanded 64. If a poll is properly demanded it shall be taken in such manner as the chairman shall direct
and he may appoint scrutineers who need not be members. The result of the poll shall be deemed to
be the resolution of the meeting at which the poll was demanded. When poll to be taken 65. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken
forthwith. A poll demanded on any other question shall be taken either forthwith or on such date
(being not later than thirty days after the date of the demand) and at such time and place as the
chairman shall direct. It shall not be necessary (unless the chairman otherwise directs) for notice
to be given of a poll. Continuance of other business after poll demand 66. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any
business other than the question on which the poll was demanded, and it may be withdrawn with the
consent of the chairman at any time before the close of the meeting or the taking of the poll,
whichever is the earlier, and in that event shall not invalidate the result of a show of hands
declared before the demand was made. Votes on a poll 67. On a poll votes may be given either personally or by proxy. Casting vote of chairman 68. In the case of an equality of votes at a general meeting, whether on a show of hands or on a
poll, the chairman of the meeting shall be entitled to an additional or casting vote. Votes of joint holders 69. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and,
for this purpose, seniority shall be determined by the order in which the names stand in the
register in respect of the joint holding.




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42 Voting on behalf of incapable member 70. A member in respect of whom an order has been made by any competent court or official on the
ground that he is or may be suffering from mental disorder or is otherwise incapable of managing
his affairs may vote, whether on a show of hands or on a poll, by any person authorised in such
circumstances to do so on his behalf and that person may vote on a poll by proxy, provided that
evidence to the satisfaction of the board of the authority of the person claiming to exercise the
right to vote has been delivered at the office (or at such other place as may be specified in
accordance with these articles for the delivery of instruments appointing a proxy which are not
electronic communications) not later than the last time at which an instrument of proxy should have
been delivered in order to be valid for use at that meeting or on the holding of that poll. No right to vote where sums overdue on shares 71. No member shall, unless the board otherwise decides, be entitled to vote at any general meeting
of the Company or at any separate general meeting of the holders of any class of shares in the
Company unless all calls or other sums presently payable by him in respect of shares in the Company
have been paid. Suspension of Rights Where Non-Disclosure of Interest 72. (A) Where the holder of any shares in the Company, or any other person appearing to be
interested in those shares, fails to comply within the relevant period with any statutory notice in
respect of those shares, the Company may give the holder of those shares a further notice (a
restriction notice) to the effect that from the service of the restriction notice those shares
will be subject to some or all of the relevant restrictions, and from service of the restriction
notice those shares shall, notwithstanding any other provision of these articles, be subject to
those relevant restrictions accordingly. (B) If after the service of a restriction notice in respect of any shares the board is
satisfied that all information required by any statutory notice relating to those shares or any of
them from their holder or any other person appearing to be interested in the shares the subject of
the restriction notice has been supplied, the Company shall, within 7 days, cancel the restriction
notice. The Company may at any time at its discretion cancel any restriction notice or exclude any
shares from it. A restriction notice shall automatically cease to have effect in respect of any
shares transferred where the transfer is pursuant to an arms length sale of those shares. (C) Where any restriction notice is cancelled or ceases to have effect in relation to any
shares, any moneys relating to those shares which were withheld by reason of that notice shall be
paid without interest to the person who would but for the notice have been entitled to them or as
he may direct. (D) Any new shares in the Company issued in right of any shares subject to a restriction
notice shall also be subject to the restriction notice, and the board may make any right to an
allotment of the new shares subject to restrictions corresponding to those which will apply to
those shares by reason of the restriction notice when such shares are issued. (E) Any holder of shares on whom a restriction notice has been served may at any time request
the Company to give in writing the reason why the restriction notice has been served, or why it




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43 remains uncancelled, and within 14 days of receipt of such a notice the Company shall give that
information accordingly. (F) If a statutory notice is given by the Company to a person appearing to be interested in
any share, a copy shall at the same time be given to the holder, but the failure or omission to do
so or the non-receipt of the copy by the holder shall not invalidate such notice. (G) This article is in addition to, and shall not in any way prejudice or affect, the
statutory rights of the Company arising from any failure by any person to give any information
required by a statutory notice within the time specified in it. For the purpose of this article a
statutory notice need not specify the relevant period, and may require any information to be given
before the expiry of the relevant period. (H) In this article: a sale is an arms length sale if the board is satisfied that it
is a bona fide sale of the whole of the beneficial ownership of the shares
to a party unconnected with the holder or with any person appearing to be
interested in such shares and shall include a sale made by way of or in
pursuance of acceptance of a take-over offer and a sale made through the
London Stock Exchange or any other stock exchange outside the United Kingdom
on which the Companys shares are normally traded. For this purpose an
associate (within the definition of that expression in any statute relating
to insolvency in force at the date of adoption of this article) shall be
included amongst the persons who are connected with the holder or any person
appearing to be interested in such shares; person appearing to be interested in any shares shall mean any
person named in a response to a statutory notice or otherwise notified to
the Company by a member as being so interested or shown in any register kept
by the Company under the Companies Acts as so interested or, taking into
account a response or failure to respond in the light of the response to any
other statutory notice and any other relevant information in the possession
of the Company, any person whom the Company knows or has reasonable cause to
believe is or may be so interested; person with a 0.25 per cent. interest means a person who holds, or
is shown in any register kept by the Company under the Companies Acts as
having an interest in, shares in the Company which comprise in total at
least 0.25 per cent, in number or nominal value of the shares of the
Company, or of any class of such shares, in issue at the date of service of
the statutory notice or the restriction notice (as the case may be); relevant period means 14 days; relevant restrictions mean in the case of a restriction notice
served on a person with a 0.25 per cent. interest that:-




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44  (i)
    the shares shall not confer on the holder any right to attend or
vote either personally or by proxy at any general meeting of the
Company or at any separate general meeting of the holders of any class
of shares in the Company or to exercise any other right conferred by
membership in relation to general meetings;(ii)
    the board may withhold payment of all or any
part of any dividends or other moneys payable in respect of the shares
and the holder shall not be entitled to receive shares in lieu of
dividend;(iii)
    the board may (subject to the requirements of
the Uncertificated Securities Regulations) decline to register a
transfer of the shares or any of them unless such a transfer is
pursuant to an arms length sale and in any other case mean only the restriction specified in sub-paragraph
(i) of this definition; statutory
notice means a notice served by the Company under the Companies
Acts requiring particulars of interests in shares or of the identity of
persons interested in shares. Objections or errors in voting 73. If:-  (a)
    any objection shall be raised to the qualification of any voter; or(b)
    any votes have been counted which ought not to have been counted or which might
have been rejected; or(c)
    any votes are not counted which ought to have been counted; the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any
resolution unless it is raised or pointed out at the meeting or, as the case may be, the adjourned
meeting at which the vote objected to is given or tendered or at which the error occurs. Any
objection or error shall be referred to the chairman of the meeting and shall only vitiate the
decision of the meeting on any resolution if the chairman decides that the same may have affected
the decision of the meeting. The decision of the chairman on such matters shall be conclusive. PROXIES Execution of proxies 74. An instrument appointing a proxy shall be in writing under the hand of the appointor or his
attorney authorised in writing or, if the appointor is a corporation, either under its seal or
under the hand of an officer, attorney or other person authorised to sign it. In this article
references to in writing include the use of electronic communications subject to such terms and
conditions as the board may decide.




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45 Delivery of proxies 75. The instrument appointing a proxy must: (i) in the case of an instrument which is not in the form of or contained in an electronic
communication, be delivered to the office (or to such other place in the United Kingdom as may be
specified in the notice convening the meeting or in any notice of any adjournment or, in either
case, in any accompanying document) not less than forty-eight hours before the time appointed for
holding the meeting or adjourned meeting at which the person named in the instrument proposes to
vote or, in the case of a poll taken subsequently to the date of the meeting or adjourned meeting,
not less than twenty-four hours before the time appointed for the taking of the poll together with
(if required by the board) any authority under which it is executed or a copy of the authority,
certified notarially or in some other manner approved by the board; or (ii) in the case of an instrument which is in the form of or contained in an electronic
communication, where an address has been specified for the purpose of delivering electronic
communications in the notice convening the meeting or in any notice of any adjournment or, in
either case, in any accompanying document, be delivered at such address not less than forty-eight
hours before the time appointed for holding the meeting or adjourned meeting at which the person
named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date
of the meeting or adjourned meeting, not less than twenty-four hours before the time appointed for
the taking of the poll. Any authority under which such instrument is executed or a copy of the
authority, certified notarially or in some other manner approved by the board, must (if required
by the board) be delivered at the office (or such other place in the United Kingdom as may be
specified in the notice convening the meeting or in any notice of any adjournment or, in either
case, in any accompanying document) not less than forty-eight hours before the time appointed for
holding the meeting or adjourned meeting at which the person named in the instrument proposes to
vote or, in the case of a poll taken subsequently to the date of the meeting or adjourned meeting,
not less than twenty-four hours before the time appointed for the taking of the poll, and an instrument of proxy which is not so delivered shall be invalid. When two or more valid but
differing instruments of proxy are delivered in respect of the same share for use at the same
meeting, the one which is last delivered (regardless of its date or of the date of its execution)
shall be treated as replacing and revoking the others as regards that share: if the Company is
unable to determine which was last delivered, none of them shall be treated as valid in respect of
that share. Delivery of an instrument appointing a proxy shall not preclude a member from
attending and voting in person at the meeting or poll concerned. Maximum validity of proxy 76. No instrument appointing a proxy shall be valid after twelve months have elapsed from the date
named in it as the date of its execution. Form of proxy 77. (A) Instruments of proxy shall be in any usual form or in such other form as the board
may approve and the board may, if it thinks fit, but subject to the provisions of the Companies
Acts, send out with the notice of any meeting forms of instrument of proxy for use at the meeting.
The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll
and to vote on any




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46 amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The
instrument of proxy shall, unless the contrary is stated in it, be valid as well for any
adjournment of the meeting as for the meeting to which it relates. (B) The directors can, but they do not have to, accept proxy forms which are delivered
electronically or by other data transmission process subject to any limitations, restrictions or
conditions that they decide. If so, then any requirement of these articles that the proxy form is
in writing does not apply but the directors can require such evidence as they think appropriate to
show that the proxy appointment is effective. Cancellation of proxys authority 78. A vote given or poll demanded by a proxy shall be valid notwithstanding the previous
determination of the authority of the person voting or demanding a poll, unless notice in writing
of the determination was received by the Company at the office (or such other place in the United
Kingdom as was specified for the delivery of instruments of proxy in the notice convening the
meeting or other accompanying document) not later than the last time at which an instrument of
proxy should have been delivered in order to be valid for use at the meeting or on the holding of
the poll at which the vote was given or the poll demanded. In this article references to in
writing include the use of electronic communications subject to such terms and conditions as the
board may decide. INCORPORATED MEMBERS Representatives 79. (A) Any corporation or corporation sole which is a member of the Company may (in the case
of a corporation, by resolution of its directors or other governing body) authorise such person as
it thinks fit to act as its representative at any meeting of the Company or at any separate meeting
of the holders of any class of shares. A person so authorised shall be entitled to exercise the
same power on behalf of the grantor of the authority as the grantor could exercise if it were an
individual member of the Company, and the grantor shall for the purposes of these articles be
deemed to be present in person at any such meeting if a person so authorised is present at it. (B) A vote given or poll demanded by the duly authorised representative of a corporation shall
be valid notwithstanding the previous determination of the authority of the person voting or
demanding a poll, unless notice in writing of the determination was received by the Company at the
office (or such other place in the United Kingdom as was specified for the delivery of instruments
of proxy in the notice convening the meeting or other accompanying document) before the
commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or
(in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting)
the time appointed for taking the poll.




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47 DIRECTORS Number of directors 80. Unless otherwise determined by ordinary resolution of the Company, the directors (disregarding
alternate directors) shall be not less than ten in number. The board may from time to time fix and
from time to time vary a maximum number of directors. Directors fees 81. Each of the directors shall be paid a fee at such rate as may from time to time be determined
by the board provided that the aggregate of all fees so paid to directors (excluding amounts
payable under any other provision of these articles) shall not exceed £1,250,000 per annum or such
higher amount as may from time to time be decided by ordinary resolution of the Company. Age of directors 82. (A) No person shall be appointed director if at the time of his appointment he has
attained the age of 70, and a director who attains such age shall vacate his office at the
conclusion of the annual general meeting commencing next after he attains such age; but acts done
by a person as director are valid notwithstanding that it is subsequently discovered that his
appointment had terminated pursuant to this article. (B) Where a person retires under paragraph (A) above, no provision in these articles for the
automatic reappointment of a retiring director in default of another appointment shall apply, and
if at the meeting at which he retires the vacancy is not filled, it may be filled as a vacancy. (C) Nothing in paragraphs (A) and (B) above shall prevent the appointment of a director at any
age, or requires a director to retire at any time, if his appointment is or was made or approved by
the Company in general meeting; but special notice is required of a resolution appointing or
approving the appointment of a director for it to have effect under this paragraph (C), and the
notice of the resolution given to the Company, and by the Company to the members, must state or
have stated, the age of the person to whom it relates. (D) A person reappointed director on retiring under paragraph (A) above, or appointed in place
of a director so retiring, is to be treated, for the purpose of determining the time at which he or
any other director is to retire, as if he had become a director on the day on which the retiring
director was last appointed before his retirement. (E) Subject to this, the retirement of a director out of turn under paragraph (A) above is to
be disregarded in determining when any other directors are to retire. APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS Power of Company to appoint directors 83. Subject to the provisions of these articles, the Company may by ordinary resolution appoint any
person who is willing to act to be a director, either to fill a vacancy or as an addition to the
existing board,




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48 but so that the total number of directors shall not at any time exceed any maximum number fixed in
accordance with these articles. Power of board to appoint directors 84. Without prejudice to the power of the Company in general meeting pursuant to any of the
provisions of these articles to appoint any person to be a director, the board may appoint any
person who is willing to act to be a director, either to fill a vacancy or as an addition to the
existing board, but so that the total number of directors shall not at any time exceed any maximum
number fixed in accordance with these articles. Any director so appointed shall hold office only
until the next following annual general meeting but shall not be taken into account in determining
the directors or the number of directors who are to retire by rotation at that meeting. Number to Retire by Rotation 85. At every annual general meeting one third of the directors or, if their number is not three or
any multiple of three, then the number nearest to and less than one third shall retire from office,
but if there are fewer than three directors they shall all retire. In addition any director who
would not otherwise be required to retire, shall retire by rotation at the third annual general
meeting after his last appointment or re-appointment. Identity of directors to retire 86. Subject to the provisions of the Companies Act and of these articles, the directors to retire
by rotation on each occasion shall be those of the directors subject to retirement by rotation who
have been longest in office since their last appointment or reappointment but, as between persons
who became or were last reappointed directors on the same day, those to retire shall (unless they
otherwise agree among themselves) be determined by lot. In addition any director who would not
otherwise be required to retire, shall retire, by rotation at the third annual general meeting
after his last appointment or reappointment. The directors to retire on each occasion (both as to
number and identity) shall be determined by the composition of the board at the start of business
on the date of the notice convening the annual general meeting and no director shall be required to
retire or be relieved from retiring by reason of any change in the number or identity of the
directors after that time on the date of the notice but before the close of the meeting. Filling rotation vacancies 87. Subject to the provisions of these articles, the Company at the meeting at which a director
retires by rotation may fill the vacated office and in default the retiring director shall, if
willing to continue to act, be deemed to have been reappointed, unless at such meeting it is
expressly resolved not to fill the vacated office or unless a resolution for the reappointment of
that director has been put to the meeting and lost. Power of removal by special resolution 88. In addition to any power of removal conferred by the Companies Acts, the Company may by special
resolution remove any director before the expiration of his period of office and may (subject to
these articles) by ordinary resolution appoint another person who is willing to act to be a
director in his




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49 place. Any person so appointed shall be treated, for the purpose of determining the time at
which he or any other director is to retire, as if he had become a director on the day on which
the person in whose place he is appointed was last appointed or reappointed a director. Persons eligible as directors 89. No person other than a director retiring at the meeting (whether by rotation or otherwise)
shall be
appointed or reappointed a director at any general meeting unless:-  (a)
    he is recommended by the board; or(b)
    not less than seven nor more than thirty-five clear days before the day
appointed for the
meeting, notice executed by a member qualified to vote at the meeting (not being the
person to be proposed) has been given to the secretary of the intention to propose
that
person for appointment or reappointment together with notice executed by that person
of
his willingness to be appointed or reappointed. Position of retiring directors 90. A director who retires (whether by rotation or otherwise) at an annual general meeting may, if
willing and eligible to continue to act, be reappointed. If he is not reappointed or deemed to
be
reappointed, he shall retain office until the meeting appoints someone in his place or, if it does
not do so,
until the end of the meeting. Vacation of office by directors 91. Without prejudice to the provisions for retirement by rotation or otherwise contained in these
articles, the office of a director shall be vacated if:-  (a)
    he resigns his office by notice in writing delivered to the office or tendered
at a meeting
of the board; or(b)
    he becomes of unsound mind or a patient for any purpose of any statute relating
to
mental health and the board resolves that his office is vacated; or(c)
    he is absent without the permission of the board from meetings of the board
(whether or
not an alternate director appointed by him attends) for twelve consecutive months
and
the board resolves that his office is vacated; or(d)
    he becomes bankrupt or compounds with his creditors generally; or(e)
    he is prohibited by law from being a director; or(f)
    he ceases to be a director by virtue of the Companies Acts or is removed from
office
pursuant to these articles. In this article references to in writing include the use of electronic communications subject to
such terms and conditions as the board may decide.




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50 Alternate directors 92. (A) Each director may appoint any person to be his alternate and may at his
discretion
remove an alternate director so appointed. If the alternate director is not already a director,
the
appointment, unless previously approved by the board, shall have effect only upon and subject to
its
being so approved. Any appointment or removal of an alternate director shall be effected by notice
in
writing executed by the appointor and delivered to the office or tendered at a meeting of the
board, or in
any other manner approved by the board. If his appointor so requests, an alternate director shall
be
entitled to receive notice of all meetings of the board or of committees of the board of which his
appointor
is a member. He shall also be entitled to attend and vote as a director at any such meeting at
which the
director appointing him is not personally present and at the meeting to exercise and discharge all
the
functions, powers and duties of his appointor as a director and for the purposes of the proceedings
at the
meeting the provisions of these articles shall apply as if he were a director. (B) Every person acting as an alternate director shall (except as regards power to appoint an
alternate and remuneration) be subject in all respects to the provisions of these articles
relating to
directors and shall alone be responsible to the Company for his acts and defaults and shall
not be deemed
to be the agent of or for the director appointing him. An alternate director may be paid
expenses and
shall be entitled to be indemnified by the Company to the same extent as if he were a director
but shall
not be entitled to receive from the Company any fee in his capacity as an alternate director. (C) Every person acting as an alternate director shall have one vote for each director for
whom he acts as alternate, in addition to his own vote if he is also a director. Execution by
an alternate
director of any resolution in writing of the board or a committee of the board shall, unless
the notice of
his appointment provides to the contrary, be as effective as execution by his appointor. (D) An alternate director shall automatically cease to be an alternate director if his
appointor
ceases for any reason to be a director except that, if at any meeting any director retires by
rotation or
otherwise but is reappointed or deemed to be reappointed at the same meeting, any appointment
made
by him pursuant to this article which was in force immediately before his retirement shall
remain in force
as though he had not retired. (E) In this article references to in writing include the use of electronic communications
subject to such terms and conditions as the board may decide. Executive directors 93. The board may from time to time appoint one or more of its body to hold any employment or
executive office with the Company for such period (subject to the provisions of the Companies Acts)
and
upon such other terms as the board may decide and may revoke or terminate any appointment so made.
Any revocation or termination of the appointment shall be without prejudice to any claim for
damages
that the director may have against the Company or the Company may have against the director for any
breach of any contract of service between him and the Company which may be involved in the
revocation
or termination. A director so appointed shall receive such remuneration (whether by way of
salary,
commission, participation in profits or otherwise) as the board may decide, and either in addition
to or in
lieu of his remuneration as a director.




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51 ADDITIONAL REMUNERATION, EXPENSES AND PENSIONS Additional remuneration 94. Any director who, by request, goes or resides abroad for any purposes of the Company or who
performs services which in the opinion of the board go beyond the ordinary duties of a director may
be
paid such extra remuneration (whether by way of salary, commission, participation in profits or
otherwise) as the board may determine in addition to any remuneration provided for by or pursuant
to
any other article. Expenses 95. Each director may be paid his reasonable travelling, hotel and incidental expenses of
travelling
to, attending and returning from meetings of the board or committees of the board or general
meetings of
the Company or any other meeting which as a director he is entitled to attend and shall be paid all
expenses properly and reasonably incurred by him in the conduct of the Companys business or in the
discharge of his duties as a director. Pensions and gratuities for directors 96. The board may exercise all the powers of the Company to provide benefits, either by the payment
of gratuities or pensions or by insurance or in any other manner whether similar to the foregoing
or not,
for any director or former director of the Company or person who was a director of ANBS or the
relations, connections or dependants of any director or former director of the Company or person
who
was a director of ANBS. No director or former director shall be accountable to the Company or the
members for any benefit provided pursuant to this article and the receipt of any such benefit shall
not
disqualify any person from being or becoming a director of the Company. DIRECTORS INTERESTS Permitted interests and voting 97. (A) Subject to the provisions of the Companies Acts and of paragraph (K) below, no
director
or proposed or intending director shall be disqualified by his office from contracting with the
Company,
either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any
other
manner whatever, nor shall any contract in which any director is in any way interested be liable to
be
avoided, nor shall any director who is so interested be liable to account to the Company or the
members
for any remuneration, profit or other benefit realised by the contract by reason of the director
holding
that office or of the fiduciary relationship thereby established. (B) A director may hold any other office or place of profit with the Company (except that of
auditor) in conjunction with his office of director for such period (subject to the provisions of
the Companies Acts) and upon such other terms as the board may decide, and may be paid such extra
remuneration for so doing (whether by way of salary, commission, participation in profits or
otherwise) as the board or any committee authorised by the board may decide, and either in addition
to or in lieu of any remuneration provided for by or pursuant to any other article.




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52 (C) A director of the Company may be or become a director or other officer of, or otherwise
interested in, any company promoted by the Company or in which the Company may be interested
or as
regards which it has any power of appointment, and shall not be liable to account to the
Company or the
members for any remuneration, profit or other benefit received by him as a director or officer
of or from
his interest in the other company. (D) The board may cause any voting power conferred by the shares in any other Company
held or owned by the Company or any power of appointment to be exercised in such manner in all
respects as it thinks fit, including the exercise of the voting power or power of appointment
in favour of
the appointment of the directors or any of them as directors or officers of the other company,
or in favour
of the payment of remuneration to the directors or officers of the other company. (E) A director may act by himself or his firm in a professional capacity for the Company
(otherwise than as auditor) and he or his firm shall be entitled to remuneration for
professional services
as if he were not a director. (F) A director shall not vote on, or be counted in the quorum in relation to, any resolution
of
the board concerning his own appointment, or the settlement or variation of the terms or the
termination
of his own appointment, as the holder of any office or place of profit with the Company or any
other
company in which the Company is interested but, where proposals are under consideration
concerning
the appointment, or the settlement or variation of the terms or the termination of the
appointment, of two
or more directors to offices or places of profit with the Company or any other company in
which the
Company is interested, a separate resolution may be put in relation to each director and in
that case each
of the directors concerned shall be entitled to vote and be counted in the quorum in respect
of each
resolution unless it concerns his own appointment or the settlement or variation of the terms
or the
termination of his own appointment or the appointment of another director to an office or
place of profit
with a company in which the Company is interested and the director seeking to vote or be
counted in the
quorum owns one per cent, or more of it. (G) Save as otherwise provided by these articles, a director shall not vote on, or be counted
in
the quorum in relation to, any resolution of the board in respect of any contract in which he
has an
interest which (taken together with any interest of any person connected with him) is to his
knowledge a
material interest and, if he shall do so, his vote shall not be counted, but this prohibition
shall not apply to
any resolution concerning any of the following matters:-  (i)
    the giving to him of any guarantee, indemnity or security in respect of money
lent or obligations undertaken by him or by any person at the request of or for the
benefit of the Company or any of its subsidiary undertakings,(ii)
    the giving to a third party of any guarantee, indemnity or security in respect
of a debt or obligation of the Company or any of its subsidiary undertakings for which
he himself has assumed responsibility in whole or in part under a guarantee or
indemnity or by the giving of security,(iii)
    the subscription or purchase by him of shares, debentures or other securities
of the Company or any of its subsidiary undertakings pursuant to an offer or invitation
to members or debenture holders of the Company or any of its subsidiary undertakings,
or any class of them, or to the public or any section of the public,




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53  (iv)
    the underwriting by him of any shares, debentures or other securities of the
Company or any of its subsidiary undertakings,(v)
    any contract in which he is interested by virtue of his interest in shares or
debentures or other securities of the Company or by reason of any other interest in or
through the Company,(vi)
    any contract concerning any other company (not being a company in which the
director owns one per cent. or more) in which he is interested directly or indirectly
whether as an officer, shareholder, creditor or otherwise howsoever,(vii)
    any contract concerning the adoption, modification or operation of a pension
fund or retirement, death or disability benefits scheme which relates both to
directors and employees of the Company or of any of its subsidiary undertakings and
does not provide in respect of any director as such any privilege or advantage not
accorded to the employees to which the fund or scheme relates,(viii)
    any contract for the benefit of employees of the Company or of any of its subsidiary
undertakings, including without limitation any contract concerning an employees share
scheme, under which he benefits in a similar manner as the employees and which does
not accord to any director as such any privilege or advantage not accorded to the
employees to whom the contract relates, and(ix)
    any contract for the purchase or maintenance for any director or directors of
insurance against any liability. (H) A company shall be deemed to be one in which a director owns one per cent. or more if and
so long as (but only if and so long as) he, taken together with any person connected with him, is
to his knowledge (either directly or indirectly) the holder of or beneficially interested in one
per cent. or more of any class of the equity share capital of that company or of the voting rights
available to members of that company. For the purposes of this paragraph of this article, there
shall be disregarded any shares held by the director or any such person as bare or custodian
trustee and in which he or any such person has no beneficial interest, any shares comprised in a
trust in which his, or any such persons, interest is in reversion or remainder if and so long as
some other person is entitled to receive the income of the trust and any shares comprised in an
authorised unit trust scheme in which he, or any such person, is interested only as a unit holder. (I) Where a company in which a director owns one per cent. or more is materially interested
in a contract, he also shall be deemed materially interested in that contract. (J) If any question shall arise at any meeting of the board as to the materiality of the
interest of a director (other than the chairman of the meeting) or as to the entitlement of any
director (other than the chairman of the meeting) to vote or be counted in the quorum and the
question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in
the quorum, the question shall be referred to the chairman of the meeting and his ruling in
relation to the director concerned shall be conclusive except in a case where the nature or extent
of his interest (so far as it is known to him) has not been fairly disclosed to the board. If any
question shall arise in respect of the chairman of the meeting, the question shall be decided by a
resolution of the board (for which purpose the chairman shall be




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54 counted in the quorum but shall not vote on the matter) and the resolution shall be conclusive
except in a case where the nature or extent of the interest of the chairman (so far as it is known
to him) has not been fairly disclosed to the board. (K) A director who to his knowledge is in any way, whether directly or indirectly, interested
in a contract with the Company shall declare the nature of his interest at the meeting of the
board at which the question of entering into the contract is first taken into consideration, if he
knows his interest then exists, or in any other case at the first meeting of the board after he
knows that he is or has become so interested. For the purposes of this article, a general notice
to the board by a director to the effect that (a) he is a member of a specified company or firm
and is to be regarded as interested in any contract which may after the date of the notice be made
with that company or firm or (b) he is to be regarded as interested in any contract which may
after the date of the notice be made with a specified person who is connected with him, shall be
deemed to be a sufficient declaration of interest under this article in relation to any such
contract; provided that no such notice shall be effective unless either it is given at a meeting
of the board or the director takes reasonable steps to secure that it is brought up and read at
the next board meeting after it is given. (L) References in this article to a contract include references to any proposed contract and
to any transaction or arrangement whether or not constituting a contract. (M) Subject to the provisions of the Companies Acts, the Company may by ordinary resolution
suspend or relax the provisions of this Article to any extent or ratify any contract not properly
authorised by reason of a contravention of this Article PROVIDED THAT nothing in this Article
shall permit the Company to cease to comply with the Listing Rules of the London Stock Exchange. POWERS AND DUTIES OF THE BOARD General powers of Company vested in board 98. Subject to the provisions of the Companies Acts, the memorandum of association of the
Company and these articles and to any directions given by the Company in general meeting by special
resolution, the business of the Company shall be managed by the board which may exercise all the
powers of the Company, whether relating to the management of the business of the Company or not. No
alteration of the memorandum of association or these articles and no special resolution shall
invalidate
any prior act of the board which would have been valid if that alteration had not been made or that
resolution had not been passed. The powers given by this article shall not be limited by any
special
power given to the board by any other article. Borrowing powers 99. The board may exercise all the powers of the Company to borrow money and to mortgage or
charge all or any part of the undertaking, property and assets (present and future) and uncalled
capital of
the Company and, subject to the Companies Acts, to issue debentures and other securities, whether
outright or as collateral security for any debt, liability or obligation of the Company or of any
third party.




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55 Executive boards for businesses and special directors 100. The board may establish boards for the operating businesses of the Company, the members
of
which may be designated by such description as the board may determine but such persons shall not
by
virtue of their appointment pursuant to this article be constituted for any purposes directors of
the
Company. The board may from time to time and at any time delegate to any such persons so appointed
any of the powers, authorities and discretions for the time being vested in the board (other than
the
powers of borrowing and making calls), with power to sub-delegate, and may authorise the members
for
the time being of such special board to fill any vacancies therein, and to act notwithstanding
vacancies.
The board may from time to time fix the remuneration and other benefits of such persons as
aforesaid
and impose such terms, conditions and regulations relating to their appointments, powers and
conduct of
their duties as the board thinks fit, and may at any time remove any persons so appointed and may
annul
or vary any such delegation or appointment (whether such person was appointed by the board or by
any
other person pursuant to this article). No person dealing in good faith and without notice of any
such
annulment or variation shall be affected thereby. The board may from time to time appoint any
person to
any office or employment having a designation or title including the word director or attach to
any
existing office or employment with the Company such a designation or title and may revoke or
terminate
any appointment so made or the use of any such designation or title. The inclusion of the word
director in the designation or title of any such office or employment shall not imply that such
person is,
is deemed to be, or is empowered in any respect to act as, a director of the Company for any of the
purposes of the Companies Acts or these articles. Powers of attorney 101. The board may, by power of attorney or otherwise, appoint any person to be the agent of the
Company upon such terms (including terms as to remuneration) as it may decide and may delegate to
any person so appointed any of its powers, authorities and discretions (with power to
sub-delegate).
The board may remove any person appointed under this article and may revoke or vary the delegation
but no person dealing in good faith and without notice of the revocation or variation shall be
affected by
it. Delegations to individual directors 102. The board may entrust to and confer upon any director any of its powers, authorities and
discretions (with power to sub-delegate) upon such terms and conditions and with such restrictions
as it
thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and
discretions
and may from time to time revoke or vary all or any of them but no person dealing in good faith and
without notice of the revocation or variation shall be affected by it. Official seals 103. The Company may exercise all the powers conferred by the Companies Acts with regard to
having official seals, and those powers shall be vested in the board.




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56 Registers 104. Subject to the provisions of the Companies Acts and these articles, the Company may keep an
overseas or local or other register in any place, and the board may make and vary such regulations
as it
may think fit respecting the keeping of the register. Provision for employees 105. The board may exercise any power conferred by the Companies Acts to make provision for the
benefit of persons employed or formerly employed by the Company or any of its subsidiaries in
connection with the cessation or the transfer to any person of the whole or part of the undertaking
of the
Company or that subsidiary. PROCEEDINGS OF THE BOARD Board meetings 106. The board may meet for the despatch of business, adjourn and otherwise regulate its meetings
as
it thinks fit. A director at any time may, and the secretary on the requisition of a director at
any time
shall, summon a board meeting. Notice of board meetings 107. Notice of a board meeting shall be deemed to be properly given to a director if it is given to
him
personally or by word of mouth or sent in writing to him at his last known address or any other
address
given by him to the Company for this purpose. A director absent or intending to be absent from
the
United Kingdom may request the board that notices of board meetings shall during his absence be
sent in
writing to him at an address given by him to the Company for this purpose, but such notices need
not be
given any earlier than notices given to directors not so absent and if no request is made to the
board it
shall not be necessary to give notice of a board meeting to any director who is for the time being
absent
from the United Kingdom. A director may waive notice of any meeting either prospectively or
retrospectively. In this article references to in writing include the use of electronic
communications
subject to such terms and conditions as the board may decide. Quorum 108. The quorum necessary for the transaction of the business of the board may be fixed by the
board
and, unless so fixed at any other number, shall be four. Subject to the provisions of these
articles, any
director who ceases to be a director at a board meeting may continue to be present and to act as a
director
and be counted in the quorum until the termination of the board meeting if no other director
objects and
if otherwise a quorum of directors would not be present. Directors below minimum through vacancies 109. The continuing directors or a sole continuing director may act notwithstanding any vacancy in
their number but, if and so long as the number of directors is reduced below the minimum number
fixed
by or in accordance with these articles, the continuing directors or director, notwithstanding that
the
number of directors is below the number fixed by or in accordance with these articles as the quorum
or




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57 that there is only one continuing director, may act for the purpose of filling vacancies or
of summoning general meetings of the Company but not for any other purpose. Appointment of chairman 110. The board may appoint a director to be the chairman or a deputy chairman of the board, and may
at any time remove him from that office. Unless he is unwilling to do so, the chairman or failing
him
such deputy chairman as the board shall have agreed or agree shall act as chairman at every meeting
of
the board. If no chairman or no such deputy chairman is appointed, or if at any meeting neither
the
chairman nor any such deputy chairman is present within five minutes after the time appointed for
holding the meeting and willing to act, the directors present may choose one of their number to be
chairman of the meeting. Competence of meetings 111. A duly convened meeting of the board at which a quorum is present shall be competent to
exercise all the powers, authorities and discretions for the time being vested in or exercisable
by the
board. Voting 112. Questions arising at any meeting shall be determined by a majority of votes. In the case of
an
equality of votes, the chairman of the meeting shall have a second or casting vote. Delegation to committees 113. (A) The board may, for such purposes as it may be required by law or as it may consider
appropriate, resolve to delegate any of its powers, authorities and discretions (with power to
sub-delegate) to any committee, consisting of such person or persons (whether a member or members of
its
body or not) as it thinks fit. Any committee so formed may exercise its power to sub-delegate by
sub-delegating to any person or persons (whether or not a member or members of the board or of the
committee). (B) Any committee so formed shall, in the exercise of the powers, authorities and discretions
so delegated, conform to any regulations which may be imposed on it by the board. The
meetings and
proceedings of any committee consisting of two or more members shall be governed by the
provisions
contained in these articles for regulating the meetings and proceedings of the board so far as
the same are
applicable and are not superseded by any regulations imposed by the board. (C) The power to delegate contained in this article shall be effective in relation to the
powers,
authorities and discretions of the board generally and shall not be limited by the fact that
in certain
articles, but not in others, express reference is made to particular powers, authorities or
discretions being
exercised by the board or by a committee authorised by the board. Resolution in writing 114. A resolution in writing executed by all the directors for the time being entitled to
receive notice of
a meeting of the board (if that number is sufficient to constitute a quorum) or by all the members
of a




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58 committee for the time being shall be as valid and effectual as a resolution passed at a
meeting of the board or, as the case may be, of the committee properly called and constituted. The
resolution may be contained in one document or in several documents in like form each executed by
one or more of the directors or members of the committee concerned. In this article references to
in writing include the use of electronic communications subject to such terms and conditions as
the board may decide. Validity of acts of board or committee 115. All acts done by the board or by any committee or by any person acting as a director or member
of a committee shall, notwithstanding that it is afterwards discovered that there was some defect
in the
appointment of any member of the board or committee or person so acting or that they or any of them
were disqualified or had vacated office, be as valid as if each such member or person had been
properly
appointed and was qualified and had continued to be a director or member of the committee. Participation in meetings by telephone 116. All or any of the members of the board or any committee of the board may participate in a
meeting of the board or that committee by means of a conference telephone or any communication
equipment which allows all persons participating in the meeting to hear each other. A person so
participating shall be deemed to be present in person at the meeting and shall be entitled to vote
or be
counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest
group
of those participating is assembled, or, if there is no such group, where the chairman of the
meeting then
is. SEALS Use of seals 117. The board shall provide for the custody of every seal. A seal shall only be used by the
authority
of the board or of a committee of the board authorised by the board in that behalf. Subject as
otherwise
provided in these articles, any instrument to which the common seal is applied shall be signed by
at least
one director and the secretary or by at least two directors or by any other person or persons duly
authorised by the board either generally or in relation to specific instruments or instruments of
specific
descriptions, provided that if signatures are not autographic but are applied by some mechanical
means
or printed such instruments shall be deemed to be duly signed, and any instrument to which an
official
seal is applied need not, unless the board for the time being otherwise decides or the law
otherwise
requires, be signed by any person. DIVIDENDS AND OTHER PAYMENTS Declaration of dividends by the Company 118. Subject to the provisions of the Companies Acts, the Company may by ordinary resolution from
time to time declare dividends in accordance with the respective rights of the members, but no
dividend
shall exceed the amount recommended by the board.




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59 Payment of interim dividends by board 119. Subject to the provisions of the Companies Acts, the board may pay such interim dividends
as
appear to the board to be justified by the financial position of the Company and may also pay any
dividend payable in respect of Preference Shares in accordance with their terms of issue. If the
board acts
in good faith, it shall not incur any liability to the holders of shares conferring preferred
rights for any
loss they may suffer in consequence of the payment of an interim dividend on any shares having non-
preferred or deferred rights. Calculation and currency of dividends 120. (A) Except in so far as the rights attaching to, or the terms of issue of, any share
otherwise
provide:-  (a)
    all dividends shall be declared and paid according to the amounts paid up on
the shares
in respect of which the dividend is paid, but no amount paid up on a share in
advance of
calls shall be treated for the purposes of this article as paid up on the share;(b)
    all dividends shall be apportioned and paid pro rata according to the amounts
paid up on
the shares during any portion or portions of the period in respect of which the
dividend
is paid; and(c)
    dividends may be declared or paid in any currency. (B) The board may agree with any member that dividends which may at any time or from time to
time be declared or become due on his shares in one currency shall be paid or satisfied in
another, and may agree the basis of conversion to be applied and how and when the amount to be
paid in the other currency shall be calculated and paid and for the Company, the member or any
other person to bear any costs involved. Amounts due on shares may be deducted from dividends 121. The board may deduct from any dividend or other moneys payable to a member by the
Company on or in respect of any shares all sums of money (if any) presently payable by him to the
Company on account of calls or otherwise in respect of shares of the Company. No interest on dividends 122. No dividend or other moneys payable by the Company on or in respect of any share shall bear
interest against the Company. Payment procedure 123. (A) Any dividend or other sum payable by the Company in respect of a share may be paid
by
crediting any account which the holder, or in the case of joint holders, the holder whose name
stands first
in the register, has with the Company, whether in the sole name of such holder or the joint names
of such
holder and another person or persons, unless the Company has received not less than one months
notice
in writing from such holder or joint holders directing that payment be made in another manner
permitted




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60 by this article. Any such dividend or other sum which has been paid by crediting such an
account shall be treated as having been paid upon such account having been credited with the
amount of such dividend or other sum. Any such dividend or other sum may also be paid by cheque or
warrant sent by post addressed to the holder at his registered address or, in the case of joint
holders, addressed to the holder whose name appears first in the register in respect of the shares
at his address as appearing in the register or addressed to such person and at such address as the
holder or joint holders may in writing direct. Every cheque or warrant shall, unless the holder or
joint holders otherwise direct, be made payable to the order of the holder or, in the case of
joint holders, to the order of the holder whose name stands first on the register in respect of
the shares, and shall be sent at his or their risk and payment of the cheque or warrant by the
bank on which it is drawn shall constitute a good discharge to the Company. In addition, any such
dividend or other sum may be paid by any bank or other funds transfer system or such other means
including, in respect of uncertificated shares, by means of the facilities and requirements of a
relevant system and to or through such person as the holder or joint holders may in writing
direct, and the Company shall have no responsibility for any sums lost or delayed in the course of
any such transfer or where it has acted on any such directions. Any one of two or more joint
holders may give effectual receipts for any dividends or other moneys payable or property
distributable in respect of the shares held by them. Where a person is entitled by transmission to
a share, any dividend or other sum payable by the Company in respect of the share may be paid as
if he was a holder of the share and his address noted in the register was his registered address.
Dividends payable in respect of shares acquired by holders by virtue of the transfer of the
business of ANBS to the Company, from whom satisfactory registration details have not been
received by the Company, shall be paid into a separate account in the name of the Company and
shall not be paid to such holders unless and until the Company has received such details from them
(subject, in the case of such receipt, to article 124). No trust shall be created in relation to
the amount from time to time standing to the credit of this account and no interest shall be
payable in respect of it and the Company shall not be required to account for any moneys earned
therefrom, which may be employed in the business of the Company or as it thinks fit. (B) Dividends payable in respect of shares issued to holders as a consequence of the transfer
of the business of N&P to the Company, in respect of which satisfactory registration details have
not been received by the Company from such holders or any persons entitled by transmission to such
shares, and dividends payable in respect of shares issued to a trustee in accordance with the
terms of the transfer of the business of N&P to the Company shall be paid into a further separate
account in the name of the Company and shall not be paid to such holders, or persons entitled by
transmission to such shares, unless and until the Company has received such details from them or,
in the case of any such shares issued to a trustee as aforesaid, from the person entitled to such
shares under the terms of the trust. Pending the receipt of satisfactory registration details as
aforesaid, each dividend paid into such separate account in the name of the Company shall be
treated as unclaimed for the purposes of these articles. No trust shall be created in relation to
the amount from time to time standing to the credit of this account and no interest shall be
payable in respect of it and the Company shall not be required to account for any moneys earned
therefrom, which may be employed in the business of the Company as it thinks fit. Forfeiture of unclaimed dividends 124. Any dividend unclaimed after a period of 12 years from the date when it was declared or became
due for payment shall be forfeited and shall revert to the Company and the payment by the board of
any unclaimed dividend or other sum payable on or in respect of a share into a separate account
shall not constitute the Company a trustee in respect of it.




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61 Uncashed Dividends 125. The Company may cease to send any cheque, warrant or similar financial instrument through the
post or to employ any other means of payment, including payment by means of a relevant system, for
any dividend payable on any shares in the Company which is normally paid in that manner on those
shares if in respect of at least two consecutive dividends payable on those shares the cheques,
warrants or
similar financial instruments have been returned undelivered or remain uncashed during or at the
end of
the period for which the same are valid or that means of payment has failed. In addition, the
Company
may cease to send any cheque, warrant or similar financial instrument through the post or may cease
to
employ any other means of payment if, in respect of one dividend payable on those shares, the
cheque,
warrant or similar financial instrument has been returned undelivered or remains uncashed during or
at
the end of the period for which the same is valid or that means of payment has failed and
reasonable
enquiries have failed to establish any new address or account of the registered holder. Subject
to the
provisions of these articles, the Company may recommence sending cheques, warrants or similar
financial instruments or employing such other means in respect of dividends payable on those shares
if
the holder or person entitled by transmission requests such recommencement in writing. Cessation of payment of dividends 126. The Company may cease to send any cheque or warrant through the post or employ any other
means of payment for any dividend payable on any shares in the Company which is normally paid in
that manner on those shares if either (i) in respect of at least two consecutive dividends payable
on those
shares the cheques or warrants have been returned undelivered or remain uncashed or that means of
payment has failed, or (ii) following one such occasion reasonable enquiries have failed to
establish any
new address of the registered holder. Subject to the provisions of these articles, the Company
may
recommence sending cheques or warrants or employing such means in respect of dividends payable on
those shares if the holder or person entitled by transmission requests such recommencement in
writing
and provides such new or corrected information as the Company shall reasonably require. Dividends not in cash 127. Any general meeting declaring a dividend may, upon the recommendation of the board, by
ordinary resolution direct that it shall be satisfied wholly or partly by the distribution of
assets, and in
particular of paid up shares or debentures of any other company, and where any difficulty arises in
regard to the distribution the board may settle it as it thinks expedient, and in particular may
issue
fractional certificates or authorise any person to sell and transfer any fractions or may ignore
fractions
altogether, and may fix the value for distribution purposes of any assets to be distributed and may
determine that cash shall be paid to any members upon the footing of the value so fixed in order to
secure
equality of distribution and may vest any assets to be distributed in trustees as may seem
expedient to the
board. Scrip dividends 128. The board may, if authorised by an ordinary resolution of the Company, offer any holders of
ordinary shares the right to elect to receive ordinary shares, credited as fully paid, instead of
cash in
respect of the whole (or some part, to be determined by the board) of any dividend specified by the
ordinary resolution. The following provisions shall apply:-




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62  (a)
    An ordinary resolution may specify a particular dividend (whether or not already
declared) or may specify all or any dividends declared or paid within a specified period,
but such period may not end later than the fifth anniversary of the date beginning of the
annual general meeting next following the date of the meeting at which the ordinary
resolution is passed.(b)
    The entitlement of each holder of ordinary shares to new ordinary shares shall be such
that the relevant value of the entitlement shall be as nearly as possible equal to (but not
greater than) the cash amount (disregarding any tax credit) of the dividend that such
holder elects to forgo. For this purpose relevant value shall be calculated by reference
to the average of the middle market quotations for the Companys ordinary shares on the
London Stock Exchange as derived from the Daily Official List, on the day on which the
ordinary shares are first quoted ex the relevant dividend and the two subsequent
dealing days, or in such other manner as may be determined by or in accordance with the
ordinary resolution. A certificate or report by the auditors as to the amount of the
relevant value in respect of any dividend shall be conclusive evidence of that amount and
in giving such a certificate or report the auditors may rely on advice or information from
brokers or other sources of information as they think fit;(c)
    No fraction of any ordinary share shall be allotted. The board may make such provisions
as they think fit for any fractional entitlements including provisions whereby, in whole or
in part, the benefit thereof accrues to the Company and/or under which fractional
entitlements are accrued and/or retained and in each case accumulated on behalf of any
member and such accruals or retentions are applied to the allotment by way of bonus to
or cash subscription on behalf of such member of fully paid ordinary shares and/or
provisions whereby cash payments may be made to members in respect of their
fractional entitlements;(d)
    The board, if it intends to offer an election in respect of any dividend, shall give notice
to
the holders of ordinary shares of the right of the election offered to them, and specify
the
procedure to be followed which, for the avoidance of doubt, may include an election by
means of a relevant system and the place at which, and the latest time by which, elections
must be lodged in order for elections to be effective;(e)
    The board shall not proceed with any election unless the Company has sufficient
unissued shares authorised for issue and sufficient reserves or funds that may be
capitalised to give effect to it after the basis of allotment is determined;(f)
    The board may exclude from any offer or make other arrangement in relation to any
holders of ordinary shares where the board believes that such exclusion or arrangement
is necessary or expedient in relation to legal or practical problems under the laws of, or
the requirements of any recognised regulatory body or any stock exchange in, any
territory, or the board believes that for any other reason the offer should not be made to
them;(g)
    The dividend (or that part of the dividend in respect of which a right of election has been
offered) shall not be payable on ordinary shares in respect of which an election has been
made (for the purposes of this article the elected ordinary shares) and instead




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63 additional ordinary shares shall be allotted to the holders of the elected
ordinary shares on the basis of allotment calculated as stated. For such purpose the
board shall capitalise, out of any amount for the time being standing to the credit
of any reserve or fund (including the profit and loss account) whether or not the
same is available for distribution as the board may determine, a sum equal to the
aggregate nominal amount of the additional ordinary shares to be allotted on that
basis and apply it in paying up in full the appropriate number of unissued ordinary
shares for allotment and distribution to the holders of the elected ordinary shares
on that basis;  (h)
    The additional ordinary shares when allotted shall rank pari passu in all
respects with the fully-paid ordinary shares then in issue except that they will not
be entitled to participation in the relevant dividend;(i)
    Unless the board otherwise determines, or unless the Uncertificated Securities
Regulations and/or the rules of the relevant system concerned otherwise require, the
new ordinary share or shares which a member has elected to receive instead of cash in
respect of the whole (or some part) of the specified dividend declared or paid in
respect of his elected ordinary shares shall be in uncertificated form (in respect of
the members elected ordinary shares which were in uncertificated form on the date of
the members election) and in certificated form (in respect of the members elected
ordinary shares which were in certificated form on the date of the members election);
and(j)
    The board may also from time to time establish or vary a procedure for
election mandates, which, for the avoidance of doubt, may include an election by means
of a relevant system, under which a holder of ordinary shares may elect in respect of
future rights of election offered to that holder under this article until the election
mandate is revoked in accordance with the procedure. CAPITALISATION OF RESERVES Power to capitalise reserves and funds 129. (A) The Company may, subject to the rights attaching to any series of preference shares and
upon the recommendation of the board, at any time and from time to time pass an ordinary resolution
to the effect that it is desirable to capitalise all or any part of any amount for the time being
standing to the credit of any reserve or fund (including the profit and loss account) whether or
not the same is available for distribution and accordingly that the amount to be capitalised be set
free for distribution among the members or any class of members who would be entitled to it if it
were distributed by way of dividend and in the same proportions, on the footing that it is applied
either in or towards paying up the amounts for the time being unpaid on any shares in the Company
held by those members respectively or in paying up in full unissued shares, debentures or other
obligations of the Company to be allotted and distributed credited as fully paid up among those
members, or partly in one way and partly in the other, but so that, for the purposes of this
article, a share premium account and a capital redemption reserve, and any reserve or fund
representing unrealised profits, may be applied only in paying up in full unissued shares of the
Company. The board may authorise any person to enter into an agreement with the Company on behalf
of the persons entitled to participate in the distribution providing for the allotment to them
respectively of any shares, debentures or other obligations of the Company to which they are
entitled on the capitalisation and the agreement shall be binding on those persons.




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64 (B) Paragraph (A) of this article 128 shall not apply to any capitalisation of
profits or reserves effected in accordance with the provisions of article 4. Settlement of difficulties in distribution 130. Where any difficulty arises in regard to any distribution of any capitalised reserve or fund
the board may settle the matter as it thinks expedient and in particular may issue fractional
certificates or authorise any person to sell and transfer any fractions or may resolve that the distribution should
be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions
altogether, and may determine that cash payments shall be made to any members in order to adjust
the rights of all parties, as may seem expedient to the board. RECORD DATES Power to choose any record date 131. Notwithstanding any other provision of these articles, the Company or the board may fix any
date as the record date for any dividend, distribution, allotment or issue and such record date may
be on or at any time before or after any date on which the dividend, distribution, allotment or issue is
declared, paid or made. The power to fix any such record date shall include the power to fix a time on the
chosen date. ACCOUNTING RECORDS Records to be kept 132. The board shall cause to be kept accounting records sufficient to give a true and fair view of
the state of the Companys affairs and to show and explain its transactions, in accordance with the
Companies Acts. Inspection of records 133. The accounting records shall be kept at the office or, subject to the provisions of the
Companies Acts, at such other place or places as the board may think fit and shall always be open to
inspection by the officers of the Company. No member in his capacity as such shall have any right of inspecting
any accounting record or book or document of the Company except as conferred by law or authorised by
the board or by ordinary resolution of the Company. SERVICE OF NOTICES AND OTHER DOCUMENTS Service of notices 134. (A) Any notice or other document (including a share certificate) may be served on or
delivered to any member by the Company either personally or by sending it through the post
addressed to the member at his registered address or by leaving it at that address addressed to the member
or, where appropriate, by sending it using electronic communications to an address for the time being
notified by the member concerned to the Company for that purpose or by publication on a web site in
accordance with the Companies Acts. In the case of joint holders of a share, service or delivery
of any




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65 notice or other document on or to one of the joint holders shall for all purposes be deemed a
sufficient service on or delivery to all the joint holders. (B) If on two consecutive occasions dividends, notices or other documents have been sent
through the post to any Member at his registered address or his address for the service of notice
but have been returned undelivered, such Member shall not from then on be entitled to receive
notices or other documents from the Company and the Company may cease sending such notices or
other documents until he shall have supplied in writing a new registered address or address within
the United Kingdom for the service of notices. Record Date for Service 135. Any notice or document may be served or delivered by the Company by reference to the register
as it stands at any time not more than 15 days before the date of service or delivery. No change
in the register after that time shall invalidate that service or delivery. Where any notice or document is
served on or delivered to any person in respect of a share in accordance with these articles, no person
deriving any title or interest in that share shall be entitled to any further service or delivery of that
notice or document. Members resident abroad 136. Any member whose registered address is not within the United Kingdom and who gives to the
Company an address within the United Kingdom at which notices may be served upon him shall be
entitled to have notices served upon him at that address but, unless he does so, shall not be
entitled to receive any notice from the Company. Any member whose registered address is not within the United
Kingdom and who gives to the Company an address for the purposes of electronic communications may,
at the absolute discretion of the board, have notices served upon him at that address. When notice deemed served 137. Any notice or document, if sent by the Company by post, shall be deemed to have been served or

delivered on the day following that on which it was put in the post and, in proving service or
delivery, it shall be sufficient to prove that the notice or document was properly addressed, prepaid and put in
the post. Any notice or document not sent by post but left by the Company at a registered address shall
be deemed to have been served or delivered on the day it was so left. Any notice served or delivered
by the Company by means of a relevant system shall be deemed to have been served or delivered when the
Company or any sponsoring system-participant acting on its behalf sends the issuer-instruction
relating to the notice. Any notice or document sent by the Company using electronic communications shall be
deemed to have been received on the day following that on which it was sent. Proof that a notice
contained in an electronic communication was sent in accordance with guidance issued from time to
time by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the
notice was given. Any notice or document served or delivered by the Company by any other means authorised
in writing by the member concerned shall be deemed to have been served when the Company has carried
out the action it has been authorised to take for that purpose.




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66 Service of notice on person entitled by transmission 138. Where a person is entitled by transmission to a share, any notice or other document shall
be served upon or delivered to him, as if he was the holder of that share and his address noted in the
register was his registered address. Where a person is entitled by transmission to a share, upon
supplying the Company with an address for the purposes of electronic communications for the service
of notices may, at the absolute discretion of the board, have sent to him at such address any notice
or document to which he would have been entitled if he were the holder of that share. Otherwise, any
notice or other document served on or delivered to any member pursuant to these articles
shall, notwithstanding that the member is then dead or bankrupt or that any other event giving rise to the
transmission of the share by operation of law has occurred and whether or not the Company has
notice of the death, bankruptcy or other event, be deemed to have been properly served or delivered in
respect of any share registered in the name of that member as sole or joint holder unless, before the day of
posting (or, if it is not sent by post, before the day of service or delivery) of the notice or document,
his name has been removed from the register as the holder of the share. Service, sending or delivery in the
foregoing manner shall be deemed for all purposes a sufficient service, sending or delivery of the notice or
document on all persons interested (whether jointly with or as claiming through or under him) in
the share. Notice when post not available 139. If at any time by reason of the suspension or curtailment of postal services within the United
Kingdom the Company is unable effectively to convene a general meeting by notice sent through the
post, a general meeting may be convened by a notice advertised in at least two daily newspapers
with a national circulation and in that event the notice shall be deemed to have been served on all
members and persons entitled by transmission, who are entitled to have notice of the meeting served upon them,
on the day when the advertisement has appeared in at least two such papers. If at least six clear days
prior to the meeting the posting of notices to addresses throughout the United Kingdom has again become
practicable, the Company shall send confirmatory copies of the notice by post to the persons
entitled to receive them. DESTRUCTION OF DOCUMENTS Presumptions where documents destroyed 140. If the Company destroys:-  (a)
    any share certificate which has been cancelled at any time after a period of
one year has elapsed from the date of cancellation; or(b)
    any instruction concerning the payment of dividends or other moneys in
respect of any share or any notification of change of name or address at any time after a period of
two years has elapsed from the date the instruction or notification was recorded by the
Company; or(c)
    any instrument of transfer of shares or Operator-instruction for the transfer
of shares which has been registered at any time after a period of six years has elapsed from
the date of registration; or




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##### 



67  (d)
    any other document on the basis of which any entry is made in the register at any
time after a period of six years has elapsed from the date the entry was first made in
the register in respect of it; and the Company destroys or deletes the document or instruction in good faith and without express
notice that its preservation was relevant to a claim, it shall be presumed irrebuttably in favour
of the Company that every share certificate so destroyed was a valid certificate and was properly
cancelled, that every instrument of transfer or Operator-instruction so destroyed or deleted was a
valid and effective instrument of transfer or instruction and was properly registered and that
every other document so destroyed was a valid and effective document and that any particulars of
it which are recorded in the books or records of the Company were correctly recorded. Nothing
contained in this article shall be construed as imposing upon the Company any liability by reason
only of the destruction of any document of the kind mentioned above before the relevant period
mentioned in this article has elapsed or of the fact that any other condition precedent to its
destruction mentioned above has not been fulfilled. References in this article to the destruction
or deletion of any document include references to its disposal in any manner. WINDING UP Distribution of assets otherwise than in cash 141. If the Company commences liquidation, the liquidator may, with the sanction of a special
resolution of the Company and any other sanction required by the Companies Acts:-  (a)
    divide among the members in kind the whole or any part of the assets of the
Company (whether they shall consist of property of the same kind or not) and, for that
purpose, set such values as he deems fair upon any property to be divided and determine how the
division shall be carried out as between the members or different classes of
members; or(b)
    vest the whole or any part of the assets in trustees upon such trusts for the
benefit of the contributories as the liquidator, with the like sanction, shall think fit but no member shall be compelled to accept any shares or other assets upon which there is any
liability. INDEMNITY Indemnity of officers 142. Subject to the provisions of the Companies Acts, the Company may indemnify any director or
other officer against any liability and purchase and maintain for any director or other officer or
auditor insurance against any liability. Subject to those provisions, but without prejudice to any
indemnity to which the person concerned may otherwise be entitled, every director or other officer of the
Company shall be indemnified and if the board so determines the auditors may be indemnified out of the
assets of the Company against any liability incurred by him in the execution and discharge of his duties or
in relation thereto, including (without prejudice to the generality of the foregoing) any liability
incurred by him as a director or other officer of the Company, or as auditor, in defending any proceedings
(whether civil or criminal) in which judgement is given in his favour or he is acquitted or in connection
with any application under the Companies Acts in which relief from liability is granted to him by the court.




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##### 



68 RESOLUTIONS REQUIRED TO BE
EMBODIED IN OR ANNEXED TO ARTICLES OF ASSOCIATION At an Annual General Meeting of the Company held on 28th April 1994, the following resolution
was passed: ORDINARY RESOLUTION  (6)
    THAT the Directors be and are hereby generally and unconditionally authorised
in accordance with section 80 of the Companies Act 1985 to exercise all the powers of
the Company to allot relevant securities (as defined in that section), up to an
aggregate nominal value of £543,000,000 (comprising not more than £43,000,000 ordinary shares and £500,000,000 preference shares) and of US$10,000,000 comprising
1,000,000,000 dollar preference shares, such authority (unless previously revoked or
varied) to expire on 27th April 1999 (save that the Company may before such expiry
make an offer or agreement which would or might require the allotment of all or any of
the relevant securities after such expiry and the Directors may allot relevant
securities in pursuance of such an offer or agreement as if the authority conferred
hereby had not expired). At an Annual General Meeting of the Company held on 17th April, 1996, the following
resolutions were passed:- ORDINARY RESOLUTION  (6)
    THAT, subject to the passing of Resolution 5, the Directors be and they are
hereby generally and unconditionally authorised, in accordance with section 80 of
the Companies Act 1985, and in addition to the authority granted on 28 April 1994, to
exercise all powers of the Company to allot up to 500,000,000 of the sterling
preference shares of £1 each created by Resolution 5 (the new sterling preference shares),
such authority (unless previously revoked or varied) to expire on 27 April 1999 save that
the Company may before such expiry make an offer or agreement which would or might
require the allotment of all or any of the new sterling preference shares after such
expiry and the Directors may allot new sterling preference shares in pursuance of such an
offer or agreement as if the authority conferred hereby had not expired. SPECIAL RESOLUTION  (7)
    THAT the Directors be and they are hereby empowered, pursuant to section 95 of
the Companies Act 1985 (the Act) to allot for cash equity securities (as defined in
section 94 of the Act) and pursuant to the authority to allot relevant securities granted to
the Directors on 28 April 1994, as if section 89(1) of the Act did not apply to any such
allotment, provided that this power shall be limited to:  (a)
    the allotment of equity securities in connection with a rights
issue in favour of ordinary shareholders where the equity securities
respectively attributable to the interests of all ordinary shareholders are
proportionate (as nearly as may be) to




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##### 



69 the respective numbers of ordinary shares held by them (but subject to such
exclusions, variations or other arrangements on such allotment as the
Directors may deem necessary or expedient in relation to fractional
entitlements or as a result of legal or practical problems under the laws,
or the requirements of any recognised regulatory body or any stock exchange,
in any territory); and  (b)
    the allotment (otherwise than pursuant to sub-paragraph (a)
hereof) of equity securities up to an aggregate nominal amount of £6,602,881
representing 5% of the Companys total ordinary share capital in issue as at 1
February 1996, and provided further that this authority, unless previously revoked or varied,
shall expire at the conclusion of the next Annual General Meeting of the Company
after the passing of this Resolution, save that the Company may prior to such
expiry make offers or agreements which would or might require equity securities to
be allotted after such expiry and the Directors may allot equity securities in
pursuance of such offers or agreements as if the power conferred hereby had not
expired. SPECIAL RESOLUTION  (8)
    THAT the Company be and it is hereby generally and unconditionally authorised
to make market purchases (within the meaning of Section 163(3) of the Companies Act
1985) of ordinary shares of 10 pence each in the Company provided that:  (i)
    the maximum number of ordinary shares hereby authorised to be
purchased is 132,057,622 (representing 10% of the Companys issued ordinary
share capital as at 1 February 1996);(ii)
    the minimum price which may be paid for an ordinary share is 10 pence;(iii)
    the maximum price which may be paid for an ordinary share is
an amount equal to 105 per cent. of the average of the middle market
quotations for an ordinary share as derived from The London Stock Exchange
Daily Official List for the ten business days immediately preceding the day on
which the ordinary share is contracted to be purchased; and(iv)
    this authority, unless previously revoked or varied, shall
expire at the conclusion of the next Annual General Meeting of the Company
after the passing of this Resolution, save that a contract of purchase may be
concluded by the Company before such expiry which will or may be executed
wholly or partly after such expiry, and a purchase of shares may be made in
pursuance of any such contract. SPECIAL RESOLUTION  (9)
    THAT  (i)
    the Memorandum of Association be altered as follows:




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##### 



70  (a)
    subject to the passing of Resolution 5, by the substitution on the first line
of Clause 6 of £1,175,000,000 for £675,000,000 and, on the second line
of Clause 6, of 1,000,000,000 for 500,000,000; and(b)
    by the deletion of Clause 7 in its entirety; and  (ii)
    the proposed new form of Articles of Association produced to the Meeting and initialled by
the Chairman for the purpose of identification be adopted as the Articles of Association of
the Company in substitution for and to the exclusion of the Companys existing Articles of
Association.




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##### 



71 AT A MEETING OF THE DIRECTORS HELD ON Tuesday 24th September 1996 The Board approved:- iii. Entry into CREST Ordinary Shares  1.
    Pursuant to Regulation 16(2) of the Uncertified Securities Regulations 1995 (the
Regulations), IT WAS RESOLVED that:  (a)
    title to the ordinary shares of 10 pence each in the capital of the Company
(the Shares), in issue or be issued, may be transferred by means of a relevant system (as defined
in the Regulations);(b)
    such relevant system shall include the relevant system of which CRESTCo Limited
is to be the Operator (as defined in the Regulations);(c)
    the Shares shall not include any shares referred to in Regulation 17; and(d)
    this resolution (the Resolution) shall become effective immediately prior to
CRESTCo Limited granting permission for the Shares to be transferred by means of the CREST
system.  2.
    It was noted, upon the Resolution becoming effective in accordance with its terms, and for as
long as it is in force, the Article of Association of the Company in relation to the Shares
will not apply to any uncertificated Shares to the extent that they are in consistent with:-  (a)
    the holding of any shares in Uncertificated form;(b)
    the transfer of title to any Shares by means of the CREST system; and(c)
    any provision of the Regulations.  3.
    There was produced to the meeting a copy of the notice of the Companys intention to pass the
Resolution which it was noted had been sent to every member of the Companys Articles of
Association and in satisfaction of the requirements of Regulation 16(4) on 14th March 1996.4.
    IT WAS RESOLVED that a copy of the resolution in paragraph 1 above be forwarded to the
Registrar of Companies within 15 days of its passing, as required by section 380 of the
Companies Act 1985 (as amended by Regulation 40(3)). Preference Shares  1.
    Pursuant to Regulation 16(2) of the Uncertificated Securities 1995 (the
Regulations), IT WAS RESOLVED THAT:




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##### 



72  (a)
    title to the preference shares of £1 sterling each in the capital of the Company
(the Shares), in issue or be issued, may be transferred by means of a relevant system
(as defined in the Regulations);(b)
    such relevant system shall include the relevant system of which CRESTCo
Limited is to be the Operator (as defined in the Regulations);(c)
    the Shares shall not include any shares referred to in Regulation 17; and(d)
    this resolution (the Resolution) shall become effective immediately prior
to CRESTCo Limited granting permission for the Shares to be transferred by means
of the CREST system.  2.
    It was noted, upon the Resolution becoming effective in accordance with its terms, and
for as long as it is in force, the Articles of Association of the Company in relation to
the Shares will not apply to any uncertificated Shares to the extent that they are in
consistent with:-  (a)
    the holding of any shares in Uncertificated form;(b)
    the transfer of title to any Shares by means of the CREST system; and(c)
    any provision of the Regulations.  3.
    There was produced to the meeting a copy of the notice of the Companys intention to
pass the Resolution which it was noted had been sent to every member of the Companys
Articles of Association and in satisfaction of the requirements of Regulation 16(4) on 14th
March 1996.4.
    IT WAS RESOLVED that a copy of the resolution in paragraph 1 above be forwarded to
the Registrar of Companies within 15 days of its passing, as required by section 380 of the
Companies Act 1985 (as amended by Regulation 40(3)).




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##### 



73 At the Annual General Meeting held on Thursday 24th April 1997, the following resolutions
were duly passed:- SPECIAL RESOLUTIONS THAT the Board be and it is hereby empowered in accordance with Article 9(C) of the
Companys Articles of Association and pursuant to the terms of the authority granted in accordance
with Section 80 of the Companies Act 1985 on 28 April 1994 and so that for the purposes of such
power (and as defined in Article 9 of the Companys Articles of Association) the Section 89 Period
shall be the period between the conclusion of this Annual General Meeting of the Company and the
conclusion of this Annual General Meeting of the Company, or until 24 July 1988, whichever is the
earlier and the Section 89 Amount shall be £7,036,154. THAT the Company be and it is hereby generally and unconditionally authorised to make market
purchases (within the meaning of Section 163(3) of the Companies Act 1985) on The London Stock
Exchange of ordinary shares of 10 pence each in the Company provided that:  (i)
    the maximum number of ordinary shares hereby authorised to be purchased is 140,723,085
(representing 10% of the Companys ordinary share capital in issue as at 3 February 1997);(ii)
    the minimum price which may be paid for each ordinary share is 10 pence;(iii)
    the maximum price which may be paid for each ordinary share is an amount equal to 105 per
cent of the average of the middle market quotations for an ordinary share as derived from The
London Stock Exchange Daily Official List for the five business days immediately preceding
the day on which the purchase is made; and(iv)
    this authority, unless previously revoked or varied, shall expire at the conclusion of the
next Annual General Meeting of the Company, or on 24 October 1988, whichever is the earlier,
unless the Company concludes a contract of purchase before that date which will or may be
executed wholly or partly after the authority ends, and a purchase of shares may be made as a
result of any such contract.




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##### 



74 At the Annual General Meeting held on Thursday 30th April, 1998, the following resolutions
were duly passed:- SPECIAL RESOLUTIONS THAT the power given to the Directors by Article 9(C) of our Articles of Association is renewed
from the date of this AGM. This power will last until the next AGM, but it will end on 30 July 1999
if the next AGM has not been held by then. The Section 89 Amount, which is the maximum amount of
equity securities the Directors can allot in exchange for cash under this power, is £7,064,944.
This maximum amount does not apply if they are using this power for a rights issue. THAT Abbey National is authorised, generally and without conditions, to make market purchases of
its own ordinary shares, but:  

    Abbey National may not buy more than 141,298,897 ordinary shares;
    the minimum price which Abbey National can pay for each ordinary share is 10p;
    the maximum price (excluding expenses) which Abbey National can pay for each ordinary share
is 5% over the average of the middle market price of the ordinary shares, based on the
London Stock Exchange Daily Official List, for the five business days immediately before the day on
which Abbey National buys the shares;
    this authority will last from the date of this AGM until the next AGM (or until 30 October
1999 if the next AGM has not been held by then); and
    Abbey National may agree, before the authority ends, to buy ordinary shares even though the
purchase is, or may be, completed after the authority ends.




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##### 



75 At the Annual General Meeting of Company held on Thursday 22nd April 1999, the following
resolutions were duly passed:- To authorise the directors, unconditionally as required by section 80 of the Companies Act 1985 to
use all the Companys authority to allot (set aside for the person they are intended for) relevant
securities, up to a total nominal value (the original value of the share as shown in the current
Memorandum of Association) of:  a.
    £708 million, this total is to be made up of not more than £33 million of ordinary shares and
not more than £675 million of preference shares; andb.
    US$10 million, this total is to be made up of not more than 1,000 million dollar preference
shares. The authority to do this runs out on 21 April 2004 unless this is cancelled or changed. Abbey
National may agree before this authority ends, to allot any of the relevant securities, even
though the allotment may be completed after this authority ends. To adopt (approve) new Articles of Association. These new Articles completely replace the existing
Articles of Association. The new Articles are shown to the meeting and identified by the
Chairmans signature. To renew the authority given to the directors in Article 9 of our Articles of Association. This
would apply from the date of this AGM and this power will last for five years and will end on 21
April 2004. The Section 89 Amount outlines the maximum amount of equity securities the directors can allot in
exchange of cash which, under this power, is £7,087,383. This maximum amount does not apply if the
directors are using this power for a rights issue. To authorise Abbey National plc, without conditions, to make market purchases of its own ordinary
shares, but: Abbey national may not buy more than 141,747,666 ordinary shares; The minimum price which Abbey National can pay for each ordinary share is 10 pence; The maximum price (excluding expenses) which Abbey National can pay for each ordinary share
is 5% over the average price of the middle market price of ordinary shares. This is based
on the London Stock Exchange Daily Official List for the five business day immediately
before the day on which Abbey National buys the shares; This authority will apply from the date of this AGM until the next AGM (or until 21 October
2000 if the next AGM has not been held by then); Abbey National may agree, before this authority ends, to buy back ordinary shares even
though the purchase may be completed after this authority ends. To authorise Abbey National plc, without conditions, to make market (or other purchases of its own
8 5/8 preference shares but:




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##### 



76 Abbey
National may buy up to 125 million 8 5/8 preference shares; The minimum
price which Abbey National can pay for each 8 5/8 preference
share is 125 pence; The maximum price (excluding expenses) which Abbey National can pay for each 8 5/8 is 166.23 pence; This authority will apply from the date of this AGM until the next AGM (or until 21 October
2000 if the next AGM has not been held by then); Abbey
National may agree, before this authority ends, to buy back its own
8 5/8
preference shares even though the purchase may be completed after this authority ends. To authorise Abbey National plc, without conditions, to make market (or other) purchases of its own
10 3/8 preference shares, but: Abbey
National may buy up to 200 million 10 3/8 preference shares; The minimum
price which Abbey National can pay for each 10 3/8 preference share
is 150 pence; The maximum price (excluding expenses) which Abbey National can pay for each 10 3/8 share is 200.09 pence; This authority will apply from the date of this AGM until the next AGM (or until 21 October
2000 if the next AGM has not been held by then); Abbey
National may agree, before this authority ends, to buy back its own
10 3/8
preference shares even though the purchase may be completed after this authority ends.




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##### 



77 At the Annual General Meeting
of Abbey National plc held on Thursday 27th April 2000, the
following resolutions were duly passed:- Special Resolutions To authorise Abbey National plc, without conditions, to buy back its own ordinary shares. The
following terms will apply.  
    Abbey National may not buy more than 142,195,340 ordinary shares.
    The lowest price Abbey National can pay for each ordinary share is 10 pence.
    the highest price (not including expenses) Abbey National can pay for each ordinary
share is 5% over the average price of the middle market price of ordinary shares.
This is based on the London Stock Exchange Daily Official List for the five
business days immediately before the day on which Abbey National buys the shares.
    This authorisation will apply from the date of this AGM until the next AGM (or
until 26 October 2001 if the next AGM has not been held by then).
    Abbey National may agree, before this authorisation ends, to buy back ordinary shares even though the purchase may be completed after this authorisation ends. To authorise Abbey National
plc, without conditions to buy its own 8 5/8% preference
shares. The following terms apply.  
    Abbey National may buy up to 125 million 8 5/8% preference shares.
    The lowest price which Abbey National can pay for each 8 5/8%
preference shares is 125 pence.
    The highest price (not including expenses) which Abbey
National can pay for each 8 5/8% preference share is 180 pence.
    This authorisation will apply from the date of this AGM until the next AGM (or
until 26 October 2001 if the next AGM has not been held by then).
    Abbey National may agree, before this authorisation ends, to
buy back its own 8 5/8% preference shares even though the purchase may be completed after
this authorisation ends. To authorise Abbey National plc, without conditions, to buy its own 10 3/8% preference
shares. The following terms apply.  
    Abbey National may buy up to 200 million 10 3/8% preference shares.
    The lowest price which Abbey National can pay for each 10 3/8 preference
share is 150 pence.




---



##### 



78  
    The highest price (not including expenses) Abbey National can pay for each 10 3/8% preference share is 215 pence.
    This authorisation will apply from the date of this AGM until the next AGM (or
until 26 October 2001, if the next AGM has not been held by then).
    Abbey National may agree, before this authorisation ends, to
buy back its own 10 3/8% preference shares even though the purchase may be completed after
this authorisation ends. To authorise Abbey National plc to increase the authorised share capital of the Company from
£1,175,000,000 and US$10,000,000 by creating 1,000,000,000 preference shares of 0.01 each. The
euro preference shares will have the rights attached to preference shares in the Articles of
Association of the Company. To authorise Abbey National plc to amend Article 2 of the Articles of Association of the Company
as follows:  By inserting a new definition of: euro preference shares means the preference shares
of 0.01 each in the capital of the Company.By deleting the existing definition of preference shares and replacing it with
the new definition of preference shares means the dollar preference shares, the
sterling preference shares and the euro preference shares. Under section 80 of the Companies Act and additional to all other authorisation, to authorise the
directors without condition, to allot relevant securities, up to a total nominal value of
10,000,000. The authorisation to do this runs out on 21 April 2004. However, before this
authorisation ends, Abbey National may agree to allot any of the relevant securities, even though
this may be completed after the authorisation has ended.




---



##### 



79 At and Annual General Meeting of the Company held on 26th April, 2001 the following
resolutions were duly passed: SPECIAL RESOLUTION  (7)
    To authorise Abbey National, without conditions, to buy back its own ordinary shares.
The following terms will apply:  
    Abbey National may not buy more than 143,182,470 ordinary shares.
    The lowest price Abbey National can pay for each ordinary share is 10 pence.
    The highest price (not including expenses) Abbey National can pay for each ordinary share
is 5% over the average of the middle market price of ordinary shares. This is based on the
London Stock Exchange Daily Official List for the five business days immediately before the
day on which Abbey National buys the shares.
    This authorisation will apply from the date of this AGM until the next AGM (or until 25
October 2002, if the next AGM has not been held by then).
    Abbey National may agree, before this authorisation ends, to buy back ordinary shares even though the purchase may be completed after this authorisation ends. SPECIAL RESOLUTION (8A) To authorise Abbey
National, without conditions, to buy its own 8 5/8%
preference shares. The following terms apply:  
    Abbey National may buy up to 125 million 8 5/8% preference shares.
    The lowest price which Abbey National can pay for each 8 5/8% preference share
is 96 pence.
    The highest price (not including expenses) which Abbey National can pay for
each 8 5/8% preference share is 144 pence.
    This authorisation will apply form the date of this AGM until the next AGM (or until 25
October 2002, if the next AGM has not been held by then).
    Abbey National may agree, before this authorisation ends, to
buy back its own 8 5/8%
preference shares even though the purchase may be completed after this authorisation
ends. SPECIAL RESOLUTION (8B) To authorise Abbey
National, without conditions, to buy its own 10 3/8%
preference shares. The following terms apply:  
    Abbey National may buy up to 200 million 10 3/8% preference shares.




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##### 



80  
    The lowest price which Abbey National can pay for each 10 3/8% preference share is 114
pence.
    The highest price (not including expenses) which Abbey
National can pay for each 10 3/8%
preference share is 170 pence.
    This authorisation will apply from the date of this AGM until the next AGM (or until 25
October 2002, if the next AGM has not been held by then).
    Abbey National may agree, before this authorisation ends, to
buy back its own 10 3/8%
preference shares even though the purchase may be completed after this authorisation
ends. SPECIAL RESOLUTION  (9)
    To adopt (approve) new Articles of Association. These new Articles replace the existing
Articles of Association. The new Articles are shown to the meeting and identified by the
Chairmans signature.




---



##### 



At the Annual General Meeting of the Company held on 25th April 2002, the following
resolutions were duly passed: To authorise Abbey National Plc, without conditions, to buy back its own ordinary shares. The
following terms will apply.  
    Abbey National may not buy more than 144,623,599 ordinary shares.
    The lowest price Abbey National can pay for each ordinary share is 10 pence.
    The highest price (not including expenses) Abbey National can pay for each
ordinary share is 5% over the average price of the middle market price of ordinary shares. This is based on the London Stock Exchange Daily Official List for the five
business days immediately before the day on which Abbey National buys the shares.
    This authorisation will apply from the date of this AGM until the next AGM (or until
24 October 2003 if the next AGM has not been held by then).
    Abbey National may agree, before this authorisation ends, to buy back ordinary shares even
though the purchase may be completed after this authorisation ends. To authorise Abbey National Plc, without conditions to buy its own 8 5/8% preference
shares, the following terms apply:  
    Abbey National may buy up to 125 million 8 5/8% preference shares.
    The lowest price which Abbey National can pay for each 8 5/8% preference shares is
100 pence.
    The highest price (not excluding expenses) which Abbey
National can pay for each 8 5/8% preference share is 150 pence.
    This authorisation will apply from the date of this AGM until the next AGM (or until 24
October 2003 if the next AGM has not been held by then).
    Abbey National may agree, before the authorisation ends, to
buy back its own 8 5/8% preference shares even though the purchase may be completed after this
authorisation ends. To authorise Abbey National
plc, without conditions, to buy its own 10 3/8% preference shares, the
following terms apply:  
    Abbey National may buy up to 200 million 10 3/8% preference shares.
    The lowest price which Abbey National can pay for each 10 3/8% preference share
is 119 pence.
    The highest price (not excluding expenses) Abbey National can
pay for each 10 3/8%
preference share is 179 pence.




---



##### 



82  
    This authorisation will apply from the date of this AGM until the next AGM (or
until the 24 October 2003, if the next AGM has not been held by then).
    Abbey National may agree, before this authorisation ends, to buy back its own 10
3/8% preference shares even though the purchase may be completed after this
authorisation ends. At the Annual General Meeting of the Company held on 24th April 2003 the following
special resolutions were duly passed: To amend the Articles of Association so the words but only if the terms of issue of any relevant
dollar preference shares issued after 24th April 2003 shall so require to be inserted
after the word only in the fourth line of Article 4(B) (4) (f). The amended Articles of
Association are attached to these Resolutions. To authorise Abbey National Plc, without conditions, to buy back its own ordinary shares. The
following terms will apply.  
    Abbey National may not buy more than 145,802,777 ordinary shares (representing 10% of the
Companys ordinary share capital in issue as at 17 February 2003).
    The lowest price Abbey National can pay for each ordinary share is 10 pence.
    The highest price (not including expenses) Abbey National can pay for each ordinary share is
5% over the average price of the middle market price of ordinary shares. This is based on the
London Stock Exchange Daily Official List for the five business days immediately before the
day on which Abbey National buys the shares.
    This authorisation will apply from the date of this AGM until the next AGM (or until 23
October 2004 if the next AGM has not been held by then).
    Abbey National may agree, before this authorisation ends, to buy back ordinary shares
even though the purchase may be completed after this authorisation ends. To authorise Abbey National Plc, without conditions to buy its own 8 5/8% preference
shares. The following terms apply:  
    Abbey National may buy up to 125 million 8 5/8% preference shares.
    The lowest price which Abbey National can pay for each 8
5/8% preference shares is 87
pence.
    The highest price (not excluding expenses) which Abbey National can pay for each 8
5/8% preference share is 144 pence.
    This authorisation will apply from the date of this AGM until the next AGM (or until 23
October 2004 if the next AGM has not been held by then).




---



##### 



83  
    Abbey National may agree, before the authorisation ends, to
buy back its own 8 5/8%
preference shares even though the purchase may be completed after this authorisation ends. To authorise Abbey National plc, without conditions, to buy its own 10 3/8 % preference shares. The
following terms apply:  
    Abbey National may buy up to 200 million 10 3/8% preference shares.
    The lowest price which Abbey National can pay for each 10 3/8 % preference share is 100
pence.
    The highest price (not including expenses) Abbey National can pay for each 10-3/8%
preference share is 165 pence.
    This authorisation will apply from the date of this AGM until the next AGM (or until 23
October 2004, if the next AGM has not been held by then).
    Abbey National may agree, before this authorisation ends, to
buy back its own 10 3/8%
preference shares even though the purchase may be completed after this authorisation ends.




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84 At an Annual General Meeting of the Company held on 22nd April 2004, the
following resolutions were passed: ORDINARY RESOLUTION To authorise the directors, unconditionally, (as required by section 80 of the Companies Act 1985)
to use all the companys authority to allot (set aside for the person they are intended for)
relevant securities, up to a total nominal value (the original value of the share as shown in the
current Memorandum of Association) of:  (a)
    £703,722,815, this total is to be made up of not more than £28,722,815 of ordinary shares and
not more than £675,000,000 of preference shares;(b)
    US$9,820,000, this total is to be made up of not more than 982,000,000 dollar preference shares; and(c)
    10,000,000, this total is to be made up of not more than 1,000,000,000 euro preference shares. The authority to do this will end at the close of the AGM in 2005, unless this is cancelled or
changes. We may agree before this authority ends to allot any of the relevant securities, even
though the allotment may be carried out after this authority ends. SPECIAL RESOLUTIONS To authorise Abbey National plc, without conditions, to buy back its own ordinary shares and,
where shares are held as treasury shares, to use them for the purposes of its employee share
plans. The following terms will apply.  
    Abbey National plc may not buy more than 146,277,184 ordinary shares (representing 10%
of the companys ordinary share capital in issue as at 17 February 2004).
    The lowest price Abbey National plc can pay for each ordinary share is 10 pence.
    The highest price (not including expenses) Abbey National plc can pay for each ordinary
share is 5% over the average of the middle market price of ordinary shares. This is based on
the Daily Official List published by the London Stock Exchange plc for the five business
days immediately before the day on which Abbey National plc buys the shares.
    This authorisation will apply from the date of this AGM until the next AGM (or until 22
October 2005, if the next AGM has not been held by then).
    Abbey National plc may agree, before this authorisation ends, to buy back ordinary shares even
though the purchase may be completed after this authorisation ends.




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85 To authorise Abbey National plc, without conditions, to buy its own 8 5/8% sterling preference
shares. The following terms apply.  
    Abbey National plc may buy up to 125,000,000 8 5/8% preference shares.
    The lowest price which Abbey National plc can pay for each 8 5/8%
preference share is 75% of the average of the market values of the preference shares for the five business days before
the purchase is made.
    The highest price (not including expenses) which Abbey National plc can pay for each 8 5/8%
preference share is 125% of the average of the market values of the preference shares for the
five business days before the purchase is made.
    This authorisation will apply from the date of this AGM until the next AGM (or until 22
October 2005 if the next AGM has not been held by then).
    Abbey National plc may agree, before this authorisation ends,
to buy back its own 8 5/8%
preference shares even though the purchase may be completed after this authorisation ends. To authorise Abbey National plc, without conditions, to buy its own 10 3/8% sterling preference
shares. The following terms apply.  
    Abbey National plc may buy up to 200,000,000 10 3/8% preference shares.
    The lowest price which Abbey National plc can pay for each 10 3/8% preference share is 75% of
the average of the market values of the preference shares for the five business days before
the purchase is made.
    The highest price (not including expenses) Abbey National plc can pay for each 10 3/8%
preference share is 125% of the average of the market values of the preference shares for the
five business days before the purchase is made.
    This authorisation will apply from the date of this AGM until the next AGM (or until 22
October 2005, if the next AGM has not been held by then).
    Abbey National plc may agree, before this authorisation ends, to buy back its own 10 3/8%
preference shares even though the purchase may be completed after this authorisation ends. To authorise Abbey National plc, without conditions, to buy its own Series B dollar preference
shares. The following terms apply.




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86  
    Abbey National plc may buy up to 18,000,000 Series B preference shares.
    The lowest price which Abbey National plc can pay for each Series B preference share is 75% of
the average of the market values of the preference shares for the five business days before
the purchase is made.
    The highest price (not including expenses) Abbey National plc can pay for each Series B
preference share is 125% of the average of the market values of the preference shares for the
five business days before the purchase is made.
    This authorisation will apply from the date of this AGM until the next AGM (or until 22
October 2005, if the next AGM has not been held by then).
    Abbey National plc may agree, before this authorisation ends, to buy back its own Series B
preference shares even though the purchase may be completed after this authorisation ends. To renew the authority given to the directors in Article 9 of our Articles of Association. This
power will apply from the date of this AGM and will end at the close of the AGM in 2005. The maximum amount of equity securities the directors can allot in exchange for cash is £7,313,859
(the Section 89 Amount). This maximum amount does not apply if the directors are using this power
for a rights issue.




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87 At an Extraordinary General Meeting of the Company held on 14 October 2004, the following
resolution was passed as a Special Resolution: THAT:  (A)
    the scheme of arrangement dated 17 September 2004 (the Scheme) between the Company and
the Relevant Holders (both as defined in the Scheme), in its original form (a print of which
has been produced to this meeting and for the purposes of identification has been signed by
the Chairman of the meeting) subject to any modification, addition or condition (including,
without limitation, any modification or addition which represents an improvement in the
value and/or terms of the Acquisition to Holders of Scheme Shares (as determined by Morgan
Stanley & Co. Limited and the board of directors of the Company)) approved or imposed by the
Court, be approved and the directors of the Company be authorised to take all such action as
they consider necessary or appropriate for carrying the Scheme into effect;(B)
    for the purpose of giving effect to the Scheme in its original form or subject to any
modification, addition or condition (including, without limitation, any modification or
addition which represents an improvement in the value and/or terms of the Acquisition
to Holders of Scheme Shares (as determined by Morgan Stanley & Co. Limited and the
board of directors of the Company)) approved or imposed by the Court:  (i)
    the share capital of the Company be reduced by cancelling the Scheme Shares
(as defined in the Scheme);(ii)
    forthwith and contingently upon the reduction of capital referred to in
sub-paragraph (i) above taking effect, the share capital of the Company be increased
to its former amount by the creation of such number of New Abbey Shares (as defined in
the Scheme) as is equal to the number of Scheme Shares cancelled pursuant to
sub-paragraph (i) above and having the same rights (as amended by this resolution) as
the Scheme Shares so cancelled; and(iii)
    forthwith and contingently on the reduction of capital referred to in
sub-paragraph (i) above taking effect, the reserve arising in the books of account of
the Company as a result of the said reduction of capital be capitalised and applied by
the Company in paying up in full at par all of the New Abbey Shares referred to in
sub-paragraph (ii) above, which shall be allotted and issued, credited as fully paid
up, to Banco Santander Central Hispano, S.A. (Banco
Santander) in accordance with
the Scheme;  (C)
    forthwith and contingently on the reduction of capital referred to in paragraph (B)(i)
above of this resolution taking effect, the directors of the Company be and they are
hereby generally and unconditionally authorised pursuant to and in accordance with
section 80 of the Companies Act 1985 to give effect to this resolution and accordingly to
effect the allotment of the New Abbey Shares referred to in paragraph (B)(ii) above,
provided that (i) this authority shall expire on the fifth anniversary of this resolution;
(ii) the maximum nominal amount of shares which may be allotted hereunder shall be
£1,175,000,000; and (iii) this authority shall be without prejudice to any other authority




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88 under the said section 80 previously granted and in force on the date on which this
resolution is passed; and  (D)
    forthwith upon the passing of this resolution, the Articles of Association of the
Company shall be amended by the adoption and inclusion of the following new Article
5A: 5A.1 In this Article 5A, references to the Scheme are to the scheme of arrangement (as
it may be modified or amended (including, without limitation, any modification or addition
which represents an improvement in the value and/or terms of the Acquisition to Holders of
Scheme Shares (as determined by Morgan Stanley & Co. Limited and the board of directors of
the Company)) in accordance with its terms) between the Company and the Holders of the
Scheme Shares under section 425 of the Companies Act dated 17 September 2004 and terms
defined in the Scheme shall have the same meanings in this Article. 5A.2 Notwithstanding any other provision of these Articles, if the Company issues any Abbey
Shares on or after the adoption of this Article and prior to the Scheme Record Time, such shares shall be allotted and issued subject to the terms of the Scheme and the holders of
such shares shall be bound by the Scheme accordingly. 5A.3 Subject to and with effect from the Effective Date, if following the Scheme Record
Time any shares in the Company are issued to any person or persons (each a New Member)
other than Banco Santander, one of its subsidiary undertakings or its nominee, they will be
allotted and issued on terms that they must be immediately transferred to Banco Santander
in consideration for the issue or transfer from treasury by Banco Santander to the New
Member of such number of Banco Santander Shares (credited as fully paid) as that New Member
would have been entitled to had each Abbey Share transferred hereunder been a Scheme Share
but not, for the avoidance of doubt, any dividends the New Member would have been entitled
to had each Abbey Share transferred hereunder been a Scheme Share, subject to Article 5A.4
below. 5A.4 The number of New Banco Santander Shares to be issued and delivered to the New Member
under Article 5A.3 above may be adjusted by the Company in such manner as the auditors of
the Company may determine to be appropriate on any reorganisation or material alteration
(including, without limitation, any sub-division and/or consolidation) of the share capital
of either the Company or Banco Santander carried out on or after the Effective Date. 5A.5 To give effect to any such transfer required by this Article 5A, the Company may
appoint any person to execute and deliver a form of transfer on behalf of the New Member in
favour of Banco Santander and to agree for and on behalf of the New Member to become a
member of Banco Santander. Pending the registration of Banco Santander as the holder of any
share to be transferred pursuant to this Article 5A, Banco Santander shall be empowered to
appoint a person nominated by the directors of Banco Santander to act as attorney on behalf
of the New Member in accordance with such directions as Banco Santander may give in relation
to any dealings with or disposal of




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89 such share (or any interest therein), exercising any rights attached thereto or receiving any
distribution or other benefit accruing or payable in respect thereof and the registered holders of
such share shall exercise all rights attaching thereto in accordance with such directions.