Exhibit 1.1  COMPANY NO. 4827199   COMPANIES ACT 1985  A PUBLIC COMPANY LIMITED BY
SHARES   MEMORANDUM OF ASSOCIATION  of  EIRCOM GROUP PLC(1)   1.The
name of the company is EIRCOM GROUP PLC .  2.The
Company is to be a public company.  3.The
registered office of the Company is to be situated in England and Wales.  4.The
objects for which the Company is established are:  (a)To carry out such
operations and to manufacture or deal with such goods and to purchase or
otherwise acquire, take options over, construct, lease, hold, manage, maintain,
alter, develop, exchange or deal with such property, rights or privileges
(including the whole or part of the business, property or liabilities of any
other person or company) as may seem to the board of directors directly or
indirectly to advance the interests of the Company.  (b)To enter into such
commercial or other transactions in connection with any trade or business of
the Company as may seem to the board of directors desirable for the purpose of
the Companys affairs.  (c)To apply for, purchase or
otherwise acquire, protect, maintain and renew any patents, patent rights,
trade marks, designs, licences and other intellectual property rights of all
kinds or any secret or other information as to any invention and to use,
exercise, develop or grant licences in respect of, or  
 (1)Name changed
from Valentia Holdings Limited to eircom Group Limited by special
resolution passed on 23 February 2004. 
eircom Group Limited passed a special resolution to re-register as a
public limited company on 8 March 2004.  
   otherwise turn to account the property,
rights or information so acquired and to experiment with any such rights which
the Company may propose to acquire.  (d)To establish and support
funds and trusts which may be considered or calculated to benefit any officers
or employees or ex-officers or ex-employees of the Company including any
employee share ownership trust, approved profit sharing scheme or stock option
plan.  (e)To acquire the entire
issued share capital of Valentia Telecommunications.  (f)To invest and deal with
the moneys of the Company not immediately required in any manner and hold and
deal with any investment so made.  (g)To pay or to provide or to
make such arrangements for providing such gratuities, pensions, benefits, share
option and acquisition schemes, loans and other matters and to establish,
support, subsidise and subscribe to any institutions, associations, clubs,
schemes, funds or trusts (whether to or for the benefit of present or past
directors or employees of the Company or its predecessors in business or of any
company which is a subsidiary company of the Company or is allied to or
associated with the Company or with any such subsidiary company or to or for or
for the benefit of persons who are or were related to or connected with or
dependants of any such directors or employees) as may seem to the board of
directors directly or indirectly to advance the interests of the Company.  (h)To draw, make, accept,
endorse, discount, negotiate, execute and issue promissory notes, bills of
exchange, bills of lading, warrants, debentures and other negotiable and
transferable instruments.  (i)To act as agents, brokers
or trustees, and to enter into such arrangements (whether by way of amalgamation,
partnership, profit sharing, union of interests, co-operation, joint venture or
otherwise) with other persons or companies as may seem to the board of
directors to advance the interests of the Company and to vest any property of
the Company in any person or company on behalf of the Company and with or
without any declaration of trust in favour of the Company.  (j)To apply for, promote and
obtain any Act of Parliament, charter, privilege, concession, licence or
authorisation of any government, state or municipality, or any other department
or authority, or enter into arrangements with any such body, for enabling the
Company to carry any of its objects into effect or for extending any of the
powers of the Company or for effecting any modification of the constitution of
the Company or for any other purpose which may seem to the board of directors
to be expedient, and to oppose any proceedings or applications which may seem
calculated directly or indirectly to prejudice the interests of the Company.  (k)To sell, lease, dispose of,
grant rights over or otherwise deal with the whole or any part of the
undertaking, property or assets of the Company on such terms  2 
   as the
board of directors may decide, and to distribute any property or assets of the
Company of whatever kind, including distributions of debentures or loan notes
of the Company, in specie among the members of the Company.  (l)To pay for any rights or
property acquired by the Company and to remunerate any person or company,
whether by cash payment or by the allotment of shares, debentures or other
securities of the Company credited as paid up in full or in part, or by any
other method the board of directors thinks fit.  (m)To establish or promote
companies and to place or guarantee the placing of, underwrite, subscribe for
or otherwise acquire, hold, dispose of and deal with, and guarantee the payment
of interest, dividends and capital on all or any of the shares, debentures,
debenture stock or other securities or obligations of any company or
association and to pay or provide for brokerage, commission and underwriting in
respect of any such issue on such terms as the board of directors may decide.  (n)To co-ordinate, finance and
manage all or any part of the operations of any company which is a subsidiary
company of or otherwise under the control of the Company and generally to carry
on the business of a holding company.  (o)To carry on through any
subsidiary or associated company any activities which the Company is authorised
to carry on and to make any arrangements whatsoever with such company
(including any arrangements for taking the profits or bearing the losses of any
such activities) as the board of directors thinks fit.  (p)To raise or borrow money in
such manner as the board of directors thinks fit and to receive deposits and to
mortgage, charge, pledge or give liens or other security over the whole or any
part of the Companys undertaking, property and assets (whether present or future),
including its uncalled capital, for such purposes and in such circumstances and
on such terms and conditions as the board of directors thinks fit.  (q)To lend or advance money
and to give credit and to enter (whether gratuitously or otherwise) into
guarantees or indemnities of all kinds, and whether secured or unsecured,
whether in respect of its own obligations or those of some other person or
company, in such circumstances and on such terms and conditions as the board of
directors thinks fit.  (r)To pay or agree to pay all
or any of the promotion, formation and registration expenses of the Company.  (s)To contribute to or support
any public, general, political, charitable, benevolent or useful object, which
it seems to the board of directors to be in the interests of the Company or its
members to contribute to or support.  (t)To do all or any of the
things stated in this clause 4 in any part of the world whether as principal,
agent or trustee or otherwise and either alone or jointly  3 
   with others and either by or through
agents, subcontractors, trustees or otherwise.  (u)To do all such other things
as the board of directors considers will further the interests of the Company
or to be incidental or conducive to the attainment of all or any of the objects
stated in this clause 4.  5.The
objects stated in each part of clause 4 shall not be restrictively construed
but shall be given the widest interpretation. In clause 4 the word company
shall be deemed, except where used to refer to the Company, to include any
partnership or other body of persons, whether corporate or unincorporate and
whether domiciled in the United Kingdom or elsewhere.  Except where the context expressly so requires, none of the
sub-clauses of clause 4, or the objects stated in clause 4, or the powers
conferred by clause 4 shall be limited by, or be deemed subsidiary or auxiliary
to, any other sub-clause of clause 4, or any other object stated in clause 4 or
any other power conferred by clause 4.  6.The
liability of the members is limited.  7.The
share capital of the Company is 389,435,502 and £50,000 divided into
100,200,000 A Ordinary Shares of 0.50 each, 10,000,000 B Ordinary Shares of
0.50 each, 8,300,000 E Ordinary Shares of 0.50 each, 3,700,000 C Shares of
0.05 each, 500,000,000 ESOT Preference Shares of 0.50 each, 100,000 Balancing
Voting Deferred Shares of 0.005 each, 10,000,000 Non Voting Adviser Preference
Shares 2008 of 0.50 each, 10,000,000 Non Voting Third Party Preference Shares
2009 of 0.50 each, 2,000 Non Voting Deferred Shares of 0.001 each,
140,000,000 Redeemable Preference Shares of 0.50 each and 50,000 sterling
deferred shares of £1 each.  4 
   COMPANY NO. 4827199   COMPANIES ACT 1985   A PUBLIC COMPANY LIMITED BY SHARES   ARTICLES OF ASSOCIATION   of   EIRCOM GROUP PLC  
   CONTENTS  CLAUSEPRELIMINARYSHARE
  CAPITALTHE
  CONVERTIBLE PREFERENCE SHARESTHE
  REDEEMABLE PREFERENCE SHARESTHE
  TRANCHEABLE REDEEMABLE PREFERENCE SHARESTHE NON-VOTING DEFERRED SHARESTHE STERLING DEFERRED SHARESVARIATION OF RIGHTSSHARE CERTIFICATESLIENCALLS ON SHARESFORFEITURE
  AND SURRENDERTRANSFER OF SHARESTRANSMISSION OF SHARESALTERATION
  OF SHARE CAPITALPURCHASE OF OWN SHARESGENERAL MEETINGSNOTICE OF GENERAL MEETINGSPROCEEDINGS
  AT GENERAL MEETINGSVOTES OF MEMBERSPROXIES AND CORPORATE REPRESENTATIVESNUMBER OF DIRECTORSAPPOINTMENT
  AND RETIREMENT OF DIRECTORSALTERNATE DIRECTORSPOWERS OF THE BOARDDELEGATION
  OF POWERS OF THE BOARDDISQUALIFICATION
  AND REMOVAL OF DIRECTORSNON-EXECUTIVE DIRECTORSDIRECTORS EXPENSESEXECUTIVE DIRECTORS  1 
   DIRECTORS INTERESTSGRATUITIES,
  PENSIONS AND INSURANCEPROCEEDINGS
  OF THE BOARDSECRETARYMINUTESTHE SEALPLACE
  OF BUSINESSREGISTERSDIVIDENDSCAPITALISATION
  OF PROFITS AND RESERVESRECORD DATESACCOUNTSNOTICESDESTRUCTION
  OF DOCUMENTSUNTRACED SHAREHOLDERSWINDING UPINDEMNITYTAKEOVER
  PROVISIONS  2 
   COMPANY NO. 4827199   COMPANIES ACT 1985  A PUBLIC COMPANY LIMITED BY
SHARES  ARTICLES OF ASSOCIATION  of  EIRCOM GROUP PLC  (adopted by special resolution passed on 18
March 2004 
but with effect from 24 March 2004)  PRELIMINARY  Table A  1.The
regulations in Table A as in force at the date of the incorporation of the
Company shall not apply to the Company.  Definitions  2.In
these Articles, except where the subject or context otherwise requires:  Act means the Companies Act 1985 including any modification or
re-enactment of it for the time being in force;  Acting in Concertshall have the meaning set out in the Irish Takeover Rules and shall
be interpreted in accordance with the Irish Takeover Rules, provided that a
Beneficiary, director of the ESOT or director of the Company nominated by the
ESOT shall not, solely as a consequence of its status as a Beneficiary,
director of the ESOT or director of the Company nominated by the ESOT, be
deemed to be acting in concert with the ESOT in respect of any Ordinary Shares
held by such Beneficiary, director of the ESOT or director of the Company
nominated by the ESOT on his own account including:  (a)any
Ordinary Shares appropriated to such Beneficiary, director of the ESOT or
director of the Company nominated by the ESOT or the APSS in accordance with
the terms of the ESOT Trust Deed or the APSS Trust Deed; and  (b)any
Ordinary Shares, options or other rights to subscribe for or purchase or
otherwise acquire any Ordinary Shares issued, granted and/or awarded to such
Beneficiary, director of the ESOT or director of the Company nominated by  
   the ESOT by the Company as part of an employee share
scheme (as defined in Section 743 of the Act);  but the
foregoing shall not preclude any such Beneficiaries (or any of them), any
directors of the ESOT or of the Company nominated by the ESOT (or some of them)
from otherwise being deemed to be acting in concert with the ESOT as a
consequence of (i) any other arrangement or understanding with the ESOT which
would, irrespective of such a persons position as a Beneficiary, director of
the ESOT or director of the Company nominated by the ESOT, cause such person to
be treated as acting in concert with the ESOT, or (ii) buying Ordinary Shares
in the market;  address, in relation to electronic communications, includes any number or
address used for the purposes of such communications;  Admission means
admission of the Ordinary Shares to the Official List of the Irish Stock
Exchange and to the Official List of the UK Listing Authority and to trading on
the market for listed securities of the London Stock Exchange becoming
effective;  APSSmeans the eircomapproved profit sharing scheme
constituted by the APSS Trust Deed and acting through its trustee, the ESOT;  APSS Trust Deed
means the trust deed dated 31 March 1999 constituting the eircom approved profit
sharing scheme, as amended from time to time (including by a deed of
substitution whereby the Company was substituted in place of Valentia
Telecommunications Limited as the founding company of the eircom approved profit sharing scheme for
the purposes of such trust deed) as in force from time to time hereafter;  Articlesmeans these
articles of association as altered from time to time by special resolution;  auditorsmeans the auditors of the Company from time to time;  Beneficiariesmeans
the beneficiaries of the ESOT Trust Deed and/or the APSS Trust Deed from time
to time as the context requires;  the boardmeans the
directors or any of them acting as the board of directors of the Company from
time to time;  Business Day
means a day (other than a Saturday or Sunday) on which banks generally are open
in London and Dublin for the transaction of normal business;  certificated sharemeans a share
in the capital of the Company that is not an uncertificated share and
references in these Articles to a share being held in certificated form shall
be construed accordingly;  clear daysin relation
to the sending of a notice means the period excluding the day on which a notice
is sent or deemed to be sent and the day for which it is sent or on which it is
to take effect;  2 
   Combined Code means the principles of good
governance and code of best practice appended to the Listing Rules;  Companies Acts has the meaning given by section 744 of the Act and includes
any enactment passed after those Acts which may, by virtue of that or any other
such enactment, be cited together with those Acts as the Companies Acts (with
or without the addition of an indication of the date of any such enactment);  Convertible
Preference Shares means the cumulative
redeemable convertible preference shares of 0.50 each in the capital of the
Company having the rights set out in Article 20;  Conversion Datemeans,
in relation to a Convertible Preference Share, 30 March and 29 September in
each year from 2005 to 2010 (inclusive) or, if different, the day before the
end of the Financial Year and the day before the date which is six months from
the end of the Financial Year (or if any such date is not a Business Day, on
the Business Day falling immediately prior to such date), save that the first
such date shall be 30 March 2005 and the last such date shall be 29 September
2010 (or if either such date is not a Business Day, the Business Day falling
immediately prior to such date);  Convertible Preference Sharesmeans the cumulative redeemable convertible preference shares of
0.50 each in the capital of the Company having the rights set out in Article
20;  CPS Redemption Amount means in respect of each Convertible Preference Share the sum of:  (a)the aggregate
amount of any unpaid arrears or accruals of the CPS Cash Dividend and CPS Cash
Dividend Interest (whether earned or declared or not) save to the extent waived
by the holder thereof remaining unpaid on such Convertible Preference Share
calculated up to and including the date of redemption, sale or return of
capital or, as the case may be, the date of the commencement of winding up; and  (b)the
Deemed Subscription Price of that Convertible Preference Share;  Current Market Price means in respect of an Ordinary Share at a particular date, the
average of the bid and offer quotations published in the Official List for one
Ordinary Share for the dealing day immediately preceding such date;  dealing day
means a dealing day on which the London Stock Exchange is open for business;  Deemed Subscription Price means, in relation to a Convertible Preference Share, 1 less any
amount distributed by way of bonus issue or repayment or reduction of capital
to the holder of, and in respect of, that Convertible Preference Share;  Deferred Conversion Date means, in relation to the Deferred Conversion Amount, 30 March and
29 September in each year from 2011 to 2013 (inclusive) or, if different,  3 
   the day before
the end of the Financial Year and the day before the date which is six months
from the end of the Financial Year (or if any such date is not a Business Day,
the Business Day falling immediately prior to such date), save that the first
such date shall be 30 March 2011 and the last such date shall be 30 March 2013
(or if either such date is not a Business Day, the Business Day falling
immediately prior to such date);  designated tranche means any number of Trancheable Redeemable Preference Shares issued
on the same date and resolved to be designated as a particular tranche pursuant
to Article 22;  director means a director of the Company;  dividend means dividend or bonus;  eircom Employee
Share Ownership Trustmeans the eircom share ownership trust constituted by the ESOT Trust Deed
and acting through its trustee, the ESOT;  electronic signaturehas the meaning given by section 7(2) of
the Electronic Communications Act 2000;  employees share
schemehas the meaning given by
section 743 of the Act;  entitled by
transmission means, in relation to a
share in the capital of the Company, entitled as a consequence of the death or
bankruptcy of the holder or otherwise by operation of law;  ESOT means
eircom ESOP Trustee Limited registered in Ireland with number 291846 in its
capacity as trustee of the eircom
Employee Share Ownership Trust and the APSS;  ESOT Trust Deed
means the trust deed dated 31 March 1999 constituting the eircom employee share
ownership trust, as amended from time to time (including by a deed of
substitution whereby the Company was substituted in place of Valentia
Telecommunications Limited as the founding company of the eircom employee share
ownership trust and for the purposes of such trust deed);  Extraordinary Capital Distribution means any dividend or other distribution of cash or in specie,
whether on a reduction of capital or otherwise, or any repayment of capital or
purchase of the Companys own shares, other than:  (a)a
redemption or repurchase of any class of shares other than the Ordinary Shares
in accordance with the terms thereof or otherwise in accordance with the Act;  (b)a
dividend or other distribution (or interest thereon) which is declared, paid or
accrues to the holders of any class of shares other than Ordinary Shares,
including the Redeemable Preference Shares, the Trancheable Redeemable
Preference Shares or the Convertible Preference Shares, in accordance with the
terms thereof;  4 
   (c)to the
extent such distribution, repayment or purchase does not exceed the profits or
gains (whether realised or not) of the Company (either on a consolidated or
unconsolidated basis) attributable to the Ordinary Shares arising following
Admission, as calculated by reference to the audited accounts of the Company
and/or the audited consolidated accounts of the Group;  (d)to the
extent such distribution, repayment or purchase in respect of any Financial
Year (not falling within (c) above) in the period to 31 March 2008, does not
exceed by more than 15 per cent. the estimated annual dividend for the
Financial Year ending 31 March 2005, as set out in the Listing Particulars; or  (e)to the
extent such distribution, repayment or purchase in respect of any Financial
Year (not falling within (c) above) after 31 March 2008, does not exceed by
more than 5 per cent. the average aggregate dividend or distribution charged or
provided for in the accounts of the Company for the last three periods
preceding the period in question;  Final
Redemption Date means 2 November
2013;  Financial Year means a financial year of the Company commencing on 1 April and ending on 31 March in a year or on such other dates as the Company may resolve in
accordance with these Articles;  Floor Price
means 85 per cent. of the price in euros at which each Ordinary Share is to be
issued or sold on Admission, subject to the adjustment provisions set out in
Articles 20(dd), 20(ee) and 20(ff) below;  Group means the Company and its subsidiaries from time to time, any
holding company of the Company (as defined in sections 736 and 736A of the Act,
as amended) or a subsidiary of such holding company, and Group Company means
any of them;  holder in relation to a share in the capital of the Company means the
member whose name is entered in the register as the holder of that share;  Independent
Financial Adviser means an
independent investment bank or bank, of international repute, appointed by the
Company (generally or for the relevant purpose) and approved in writing by the
holders of a majority in nominal value of the Convertible Preference Shares for
the relevant purpose (such approval not be unreasonably withheld or delayed);  Listing
Particulars means the listing
particulars relating to the Company prepared in accordance with the Listing
Rules of the Irish Stock Exchange, made under the European Communities (Stock
Exchange) Regulations 1984 (as amended) of Ireland, and in accordance with the
Listing Rules made under section 74 of the Financial Services and Markets Act
2000 and in connection with Admission;  5 
   Listing Rules
means the listing rules of the Irish Stock Exchange and/or the UK Listing
Authority, as the context so requires;  London Stock
Exchangemeans the London Stock
Exchange plc;  member means a member of the Company;  Memorandum means the memorandum of association of the Company as amended from
time to time;  Model Code means the model code on
directors dealings in securities adopted by the board and based on the
appendix to chapter 16 of the Listing Rules;  Non-Voting Deferred
Shares
means the non-voting deferred shares of 0.001 each in the capital of the
Company having the rights set out in Article 24;  Office means the registered office of the Company;  Official Listmeans the daily official list of the London Stock Exchange;  Ordinary Shares
means the ordinary shares of 0.10 each in the capital of the Company;  paid means paid or credited as paid;  recognised person means a recognised clearing house or a nominee of a recognised
clearing house or of a recognised investment exchange, each of which terms has
the meaning given to it by section 185(4) of the Act;  Redeemable Preference Amount means in respect of each Redeemable Preference Share the sum of:  (a)the
Redemption Premium payable in respect of that Redeemable Preference Share; and  (b)the
amount of the paid up Subscription Price of that Redeemable Preference Share
less any capital duty payable by the Company associated with the issue,  less any amount declared and/or distributed or payable
by way of dividend upon or capitalised in respect of any bonus issue or
distributed upon any repayment of capital, in each case to the holder of, and
in respect of, such Redeemable Preference Share;  Redeemable Preference Sharesmeans the redeemable preference shares of 0.50 each in the capital
of the Company having the rights set out in Article 21;  Redemption Premium means, for the purposes of calculating the Redeemable Preference
Amount, an amount equal to the aggregate interest received by the Company on
the amount of the Subscription Price in respect of each such share deposited in
the RPS Account in accordance with Article 21 less any taxation and/or
costs or expenses suffered or incurred by the Company in respect of such
interest;  6 
   register means either or both of the issuer register of members and the
Operator register of members of the Company;  Regulations means the
Uncertificated Securities Regulations 2001 including any modification or
re-enactment of them for the time being in force;  Release Date has the meaning ascribed thereto in the ESOT Trust Deed and/or the
APSS Trust Deed from time to time as the context requires;  RPS Accountmeans
the account to be established in accordance with Article 21;  sealmeans the common seal of the Company and includes any official seal
kept by the Company by virtue of section 39 or 40 of the Act;  secretary means the secretary of the Company and includes a joint, assistant,
deputy or temporary secretary and any other person appointed to perform the
duties of the secretary;  Sterling
Deferred Sharesmeans the non-voting sterling deferred shares of £1 each in the capital
of the Company having the rights set out in Article 25;  Subscription Price means in relation to a Redeemable Preference Share, the amount paid
in respect of the nominal value of that Redeemable Preference Share, plus the
amount of any premium at which that Redeemable Preference Share was issued, to
the extent the same has not been distributed by way of bonus issue or repayment
of capital to the holder of, and in respect of, that Redeemable Preference
Share;  subsidiary and subsidiaries
shall be construed in accordance with sections 736 and 736A of the Act;  Trancheable Redeemable Preference Amount means in respect of each Trancheable Redeemable Preference Share of
a designated tranche of Trancheable Redeemable Preference Shares the sum of:  (a)the
Trancheable Redemption Premium payable in respect of that Trancheable
Redeemable Preference Share; and  (b)the
TRPS Subscription Price of that Trancheable Redeemable Preference Share less
any capital duty payable by the Company associated with (i) the issue of such
share and/or (ii) the issue of any share issued by the Company to fund the
redemption of such Trancheable Redeemable Preference Share,  less any amount declared and/or distributed
or payable by way of dividend upon or capitalised in respect of any bonus issue
(including the value of any share received in a bonus issue to the extent it
exceeds the amount capitalised) or distributed upon any repayment or reduction
of capital, in each case to the holder of, and in respect of, such Trancheable
Redeemable Preference Share;  7 
   Trancheable Redeemable Preference Sharesmeans the trancheable redeemable preference shares of 0.50 each in
the capital of the Company having the rights set out in Article 22 and 23;  Trancheable
Redemption Premium means, for the
purposes of calculating the Trancheable Redeemable Preference Amount, an amount
equal to the aggregate interest received by the Company on the amount deposited
in the TRPS Account in respect of such Trancheable Redeemable Preference Share
in accordance with Article 23 less any taxation and/or costs or expenses
suffered or incurred by the Company in respect of such interest;  TRPS Accountmeans the account to be established for each designated tranche of
Trancheable Redeemable Preference Shares in accordance with Article 23;  TRPS
Subscription Price means, in
relation to each Tranche B Redeemable Preference Share, 1 and, in relation to
any other Trancheable Redeemable Preference Share, the amount paid in respect
of the nominal value of that Trancheable Redeemable Preference Share plus the
amount of any premium at which that Trancheable Redeemable Preference Share was
issued or, if such share arose on the Conversion of any other share or shares
(the Original Share(s)),
the par value paid plus the amount of any premium paid on such Original
Share(s) (as determined by the board), to the extent (in each case) the same
has not been distributed by way of bonus issue or repayment or reduction of
capital to the holder of, and in respect of, that Trancheable Redeemable
Preference Share;  uncertificated
share means (subject to Regulation
42(11)(a) of the Regulations) a share in the capital of the Company title to
which is recorded on the Operator register of members of the Company and which
may, by virtue of the Regulations, be transferred by means of a relevant system
and references in these articles to a share being held in uncertificated form
shall be construed accordingly; and  Unconditional
Offer Eventmeans an offer made
to the holders of any class of shares (or all such shareholders other than the
offeror and/or any associates of the offeror (as defined in Section 430(E)(4)
of the Act)) to acquire the whole or any part of the issued share capital of
the Company, or a scheme of arrangement pursuant to Section 425 of the Act or
any other such arrangement with regard to such acquisition, pursuant to which
offer, scheme or other such arrangement the right to cast more than 50 per
cent. of the votes which may ordinarily be cast on a poll at a general meeting
of the Company has or will become vested in the offeror and/or such associates as
aforesaid, in the case of an offer, being declared unconditional in all
respects or, in the case of a scheme or any other such arrangement, becoming
effective pursuant to the terms of such scheme or other such arrangement;  Unforeseen
Close Period means a prohibited
period, as defined in the Listing Rules made by the United Kingdom Listing
Authority for the purposes of Part VI of the Financial Services and Markets Act
2000 (which does not arise as a result of the preliminary announcement of the
Companys annual results, the publication of the Companys half-yearly reports
or the announcement of the Companys quarterly results) during which clearance
to elect for Conversion is required but is withheld by the board from the
holder of the Convertible Preference Shares (or any Director to  8 
   whom such holder is deemed connected for the
purposes of the Model Code) pursuant to paragraph 7 of the Model Code;  United Kingdomor UKmeans Great Britain and Northern Ireland; and  Volume Weighted Average Price means on any dealing day the order book volume-weighted average
price in euros of an Ordinary Share appearing on or derived from the Bloomberg
VAP Pages relevant to the Ordinary Shares (or such other source as shall be
determined to be appropriate by an Independent Financial Adviser) on such
dealing day and for the avoidance of doubt where such order book
volume-weighted average price varies between that of the London Stock Exchange
and that of the Irish Stock Exchange, the relevant order book volume-weighted
average price shall be that of the stock exchange which has the greatest volume
of Ordinary Shares traded on the relevant dealing day (or if the volume of
Ordinary Shares traded on the relevant dealing day is the same for both
exchanges, the average such order book volume-weighted average price between
that of the London Stock Exchange and the Irish Stock Exchange).  Construction  3.References
to a documentinclude, unless the context
otherwise requires, references to an electronic communication.  References to an electronic communication
mean, unless the contrary is stated, an electronic communication (as defined in
the Act) comprising writing.  References to a document being executed
include references to its being executed under hand or under seal or, in the
case of an electronic communication, by electronic signature.  References to an instrumentmean,
unless the contrary is stated, a written document having tangible form and not
comprised in an electronic communication (as defined in the Act).  Where, in relation to a share, these Articles refer to
a relevant system, the reference is to the
relevant system in which that share is a participating security at the relevant
time.  References to a notice or other document being sentor
given to
or by a person mean such notice or other document, or a copy of such notice or
other document, being sent, given, delivered, issued or made available to or
by, or served on or by, or deposited with or by that person by any method
authorised by these Articles, and sending and givingshall be
construed accordingly.  References to writing mean the
representation or reproduction of words, symbols or other information in a
visible form by any method or combination of methods, whether comprised in an
electronic communication (as defined in the Act) or otherwise, and written shall be construed accordingly.  Words denoting the singular number include the plural
number and vice versa; words denoting the masculine gender include the feminine
gender; and words denoting persons include corporations.  9 
   Words or expressions contained in these Articles which
are not defined in Article 2 but are defined in the Act have the same meaning
as in the Act (but excluding any modification of the Act not in force at the
date of adoption of these Articles) unless inconsistent with the subject or
context.  Words or expressions contained in these Articles which
are not defined in Article 2 but are defined in the Regulations have the same
meaning as in the Regulations (but excluding any modification of the
Regulations not in force at the date of adoption of these Articles) unless
inconsistent with the subject or context.  Subject to the preceding two paragraphs, references to
any provision of any enactment or of any subordinate legislation (as defined by
section 21(1) of the Interpretation Act 1978) include any modification or
re-enactment of that provision for the time being in force.  Headings and marginal notes are inserted for
convenience only and do not affect the construction of these Articles.  References to including shall be deemed to be followed by
the words without limitation.  In these Articles, (a) powers of delegation shall not
be restrictively construed but the widest interpretation shall be given to
them; (b) the word board in the context
of the exercise of any power contained in these Articles includes any committee
consisting of one or more directors, any director, any other officer of the Company
and any local or divisional board, manager or agent of the Company to which or,
as the case may be, to whom the power in question has been delegated; (c) no
power of delegation shall be limited by the existence or, except where
expressly provided by the terms of delegation, the exercise of that or any
other power of delegation; and (d) except where expressly provided by the terms
of delegation, the delegation of a power shall not exclude the concurrent
exercise of that power by any other body or person who is for the time being
authorised to exercise it under these Articles or under another delegation of
the power.  SHARE CAPITAL  4.The
authorised capital of the Company on the adoption of these Articles is
425,000,000 and £50,000 divided into 3,029,999,480 Ordinary Shares of 0.10
each, 173,000,000 Convertible Preference Shares of 0.50 each, 5,000,000
Redeemable Preference Shares of 0.50 each, 66,000,000 Trancheable Redeemable
Preference Shares of 0.50 each, 52,000 Non-Voting Deferred Shares of 0.001
each and 50,000 Sterling Deferred Shares of £1.00 each.  Shares
with special rights  5.Subject
to the provisions of the Companies Acts and without prejudice to any rights
attached to any existing shares or class of shares, any share may be issued
with such rights or restrictions as the Company may by ordinary resolution
determine or, subject to and in default of such determination, as the board
shall determine.  Share
warrants to bearer  6.The
board may issue share warrants to bearer in respect of any fully paid shares
under a seal of the Company or in any other manner authorised by the board.  10 
   Any share while represented by such a
warrant shall be transferable by delivery of the warrant relating to it.  In any case in which a warrant is so issued,
the board may provide for the payment of dividends or other moneys on the
shares represented by the warrant by coupons or otherwise.  The board may decide, either generally or in
any particular case or cases, that any signature on a warrant may be applied by
electronic or mechanical means or printed on it or that the warrant need not be
signed by any person.  Conditions
of issue of share warrants  7.The
board may determine, and from time to time vary, the conditions on which share
warrants to bearer shall be issued and, in particular, the conditions on which:  (a)a new
warrant or coupon shall be issued in place of one worn-out, defaced, lost or
destroyed (but no new warrant shall be issued unless the Company is satisfied
beyond reasonable doubt that the original has been lost or destroyed); or  (b)the
bearer shall be entitled to attend and vote at general meetings; or  (c)a
warrant may be surrendered and the name of the bearer entered in the register
in respect of the shares specified in the warrant.  The bearer of such a warrant shall be subject to the
conditions for the time being in force in relation to the warrant, whether made
before or after the issue of the warrant. 
Subject to those conditions and to the provisions of the Companies Acts,
the bearer shall be deemed to be a member of the Company and shall have the
same rights and privileges as he would have if his name had been included in
the register as the holder of the shares comprised in the warrant.  No
right in relation to share  8.The
Company shall not be bound by or be compelled in any way to recognise any right
in respect of the share represented by a share warrant other than the bearers
absolute right to the warrant.  Uncertificated
shares  9.Subject
to the provisions of the Regulations, the board may permit the holding of
shares in any class of shares in uncertificated form and the transfer of title
to shares in that class by means of a relevant system and may determine that
any class of shares shall cease to be a participating security.  Not
separate class of shares  10.Shares
in the capital of the Company that fall within a certain class shall not form a
separate class of shares from other shares in that class because any share in
that class:  (a)is
held in uncertificated form; or  (b)is
permitted in accordance with the Regulations to become a participating security
(as defined in the Regulations).  11 
   Exercise
of Companys entitlements in respect of uncertificated share  11.Where
any class of shares is a participating security (as defined in the Regulations)
and the Company is entitled under any provision of the Companies Acts, the
Regulations or these Articles to sell, transfer or otherwise dispose of,
forfeit, re-allot, accept the surrender of or otherwise enforce a lien over a
share held in uncertificated form, the Company shall be entitled, subject to
the provisions of the Companies Acts, the Regulations, these Articles and the
facilities and requirements of the relevant system:  (a)to
require the holder of that uncertificated share by notice to change that share
into certificated form within the period specified in the notice and to hold
that share in certificated form so long as required by the Company;  (b)to
require the holder of that uncertificated share by notice to give any
instructions necessary to transfer title to that share by means of the relevant
system within the period specified in the notice;  (c)to
require the holder of that uncertificated share by notice to appoint any person
to take any step, including without limitation the giving of any instructions
by means of the relevant system, necessary to transfer that share within the
period specified in the notice;  (d)to
require the Operator to convert that uncertificated share into certificated
form in accordance with Regulation 32(2)(c) of the Regulations; and  (e)to
take any action that the board considers appropriate to achieve the sale,
transfer, disposal, forfeiture, re-allotment or surrender of that share or
otherwise to enforce a lien in respect of that share.  Section
80 authority  12.The
board has general and unconditional authority to exercise all the powers of the
Company to allot relevant securities up to an aggregate nominal amount equal to
the section 80 amount, for each prescribed period.  Section
89 disapplication  13.The
board is empowered for each prescribed period to allot equity securities for
cash pursuant to the authority conferred by Article 12 as if section 89(1) of
the Act did not apply to any such allotment, provided that its power shall be
limited to:  (a)the
allotment of equity securities in connection with a pre-emptive issue; and  (b)the
allotment (otherwise than pursuant to Article 13(a)) of equity securities up to
an aggregate nominal amount equal to the section 89 amount.  Article 13 applies in relation to a sale of shares
which is an allotment of equity securities by virtue of section 94(3A) of the
Act as if in Article 13 the words pursuant to the authority conferred by
Article 12 were omitted.  Allotment
after expiry  14.Before
the expiry of a prescribed period the Company may make an offer or agreement
which would or might require equity securities or other relevant securities to
be allotted after such expiry.  The
board may allot equity securities or other relevant securities in pursuance of
that offer or agreement as if the prescribed period during which that offer or
agreement was made had not expired.  12 
   Definitions  15.In
this Article and Articles 12, 13 and 14:  prescribed period means any period for which the authority conferred by Article 12 is
given by ordinary or special resolution stating the section 80 amount and/or
the power conferred by Article 13 is given by special resolution stating
the section 89 amount;  pre-emptive issue means an
offer of equity securities to ordinary shareholders or an invitation to
ordinary shareholders to apply to subscribe for equity securities and, if in
accordance with their rights the board so determines, holders of other equity
securities of any class (whether by way of rights issue, open offer or
otherwise) where the equity securities respectively attributable to the
interests of ordinary shareholders or holders of other equity securities, if
applicable are proportionate (as nearly as practicable) to the respective
numbers of ordinary shares or other equity securities, as the case may be held
by them, but subject to such exclusions or other arrangements as the board may
deem necessary or expedient in relation to fractional entitlements or any
legal, regulatory or practical problems under the laws or regulations of any
territory or the requirements of any regulatory body or stock exchange;  section 80 amount means, for any prescribed period, the amount stated in the relevant
ordinary or special resolution; and  section 89 amount means, for any prescribed period, the amount stated in the relevant
special resolution.  Residual
allotment powers  16.Subject
to the provisions of the Companies Acts relating to authority, pre-emption
rights or otherwise and of any resolution of the Company in general meeting
passed pursuant to those provisions, and, in the case of redeemable shares, the
provisions of Article 17:  (a)all
unissued shares for the time being in the capital of the Company shall be at
the disposal of the board; and  (b)the
board may reclassify, allot (with or without conferring a right of
renunciation), grant options over, or otherwise dispose of them to such persons
on such terms and conditions and at such times as it thinks fit.  Redeemable
shares  17.Subject
to the provisions of the Companies Acts, and without prejudice to any rights
attached to any existing shares or class of shares, shares may be issued which
are to be redeemed or are 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.  Commissions  18.The
Company may exercise all powers of paying commissions or brokerage conferred or
permitted by the Companies Acts. 
Subject to the provisions of the Companies Acts, any such commission or
brokerage may be satisfied by the payment of cash or by the allotment of fully
or partly paid shares or partly in one way and partly in the other.  Trusts
not recognised  19.Except
as required by law or as ordered by a court of competent jurisdiction, the
Company shall recognise no person as holding any share on any trust and (except
as otherwise provided by these Articles or by law) the Company shall not be
bound by  13 
   or recognise any interest in any share (or
in any fractional part of a share) except the holders absolute right to the
entirety of the share (or fractional part of the share).  THE CONVERTIBLE PREFERENCE SHARES  20.The
rights attaching to the Convertible Preference Shares are as follows:  CPS
Cash Dividend  (a)the
holders of Convertible Preference Shares shall be entitled (such entitlement
ranking after the rights of the holders of Redeemable Preference Shares and
Trancheable Redeemable Preference Shares and ranking in priority to the holders
of any other class of share from time to time, including the Ordinary Shares,
Sterling Deferred Shares and Non-Voting Deferred Shares) to receive out of the
profits of the Company available for distribution and resolved under the
Articles to be distributed in respect of each Financial Year, a fixed
cumulative preferential cash dividend in respect of each Convertible Preference
Share (the CPS Cash Dividend)
at the rate of 12.25 per cent. of the Deemed Subscription Price thereof per
annum on each Convertible Preference Share held by them;  (b)the
CPS Cash Dividend shall accrue on a daily basis and shall be payable, with any
accrued CPS Cash Dividend Interest, six monthly in arrears on each Dividend
Payment Date in respect of the six months ending on such Dividend Payment
Date.  For the purposes of this Article Dividend Payment Datemeans
the Business Day falling immediately prior to each Conversion Date and each
Deferred Conversion Date (and the first such payment in respect of each
Convertible Preference Share shall be made on a pro rata basis on 29 September
2004, in respect of the period from the day of Admission until that date (both
dates inclusive)).  If the CPS Cash
Dividend (or any part of it) is not paid on any such date there shall accrue to
the holder of each Convertible Preference Share an entitlement to receive a
further dividend (CPS
Cash Dividend Interest) of an amount equal to 12.25 per cent.
per annum of the CPS Cash Dividend which is due but not paid from the relevant
Dividend Payment Date until the date of actual payment, compounded
annually.  The CPS Cash Dividend and CPS
Cash Dividend Interest shall be paid to the holders of the Convertible
Preference Shares whose names appear on the register at twelve noon two
Business Days before the relevant Dividend Payment Date;  (c)if, as
a result of a default by the Company, the CPS Cash Dividend (or any part of it)
is not paid on any Dividend Payment Date, or if the CPS Cash Dividend Interest
(or any part of it) is not paid on any due date, the Company shall not pay any
other dividend on any Junior Share until such time as all arrears of the CPS
Cash Dividend and the CPS Cash Dividend Interest have been paid in full.  For the purpose of this Article 20(c), Junior Share means
any Ordinary Share, Sterling Deferred Share, Non-Voting Deferred Share or any
other share of a class expressed in these Articles to rank subordinate to the
Convertible Preference Shares;  Capital  (d)on a
distribution of assets of the Company among its members on a winding up or
other return of capital (other than a redemption or purchase by the  14 
   Company of its own Shares), the holders of the
Convertible Preference Shares shall be entitled (such entitlement ranking after
the rights of the holders of Redeemable Preference Shares and Trancheable
Redeemable Preference Shares and ranking in priority to the holders of any
other class of share from time to time, including the Ordinary Shares, the
Sterling Deferred Shares and the Non-Voting Deferred Shares) to receive an
amount equal to the CPS Redemption Amount;  No
further participation  (e)save
as provided in Article 20(a) to (d), the Convertible Preference Shares shall
not confer upon the holders of Convertible Preference Shares any further right
to participation in the profits or assets of the Company;  Variation
of Rights  (f)notwithstanding
the rights of the holders of Convertible Preference Shares under Article 26,
the written consent of the holders of three-quarters in nominal value of the
issued Convertible Preference Shares or the sanction of an extraordinary
resolution passed at a separate general meeting of the holders of the
Convertible Preference Shares is required if the special rights and privileges
attaching to the Convertible Preference Shares are to be varied or abrogated in
any way.  For the avoidance of doubt,
the ranking of Convertible Preference Shares as regards priority or
subordination in relation to other classes of Shares (as to dividend and return
of capital) shall be a special right or privilege for the purposes of the
Articles and the issue of shares ranking equal or in priority to the
Convertible Preference Shares (save for the issue of further Redeemable
Preference Shares or Trancheable Redeemable Preference Shares) or any amendment
of the rights and privileges attaching to an existing class of Shares (other
than the Redeemable Preference Shares or the Trancheable Redeemable Preference
Shares) which results in such Shares ranking equally or in priority to the
Convertible Preference Shares shall constitute a variation or abrogation of the
rights of the holders of Convertible Preference Shares and the creation of any
such Shares or such amendment of the rights and privileges attaching to an
existing class of Shares shall require the consent of the holders of
Convertible Preference Shares as a class in accordance with this Article;  Redemption
of Convertible Preference Shares  (g)(i)subject
to the Act and as hereinafter provided, the Company may redeem some or all of
the Convertible Preference Shares for an amount equal to the CPS Redemption Amount
in respect of each Convertible Preference Share so redeemed on giving notice to
the holders of such shares:  (A)on or
within 30 days after an Unconditional Offer Event;  and/or  (B)unless
the holders of the Convertible Preference Shares have first notified the
Company of their election for redemption under Article 20(g)(ii) or Conversion
under Article 20(u), at any time on or after 4 November 2013,  15 
   specifying
as the date for such redemption to be on any Business Day falling no earlier
than 14 days after the date of such notice and no later than 30 days
thereafter;  (ii)subject
to the Act and as hereinafter provided, the Company shall redeem some or all of
the Convertible Preference Shares for an amount equal to the CPS Redemption
Amount in respect of each Convertible Preference Share so redeemed on receiving
notice from the holder of such shares given:  (A)on or
within 30 days after an Unconditional Offer Event; and or  (B)at any
time on or after the Final Redemption Date,  requiring
such redemption and specifying as the date for such redemption any Business Day
falling no earlier than 14 days after the date of such notice and no later than
30 days thereafter;  (h)each
date on which Convertible Preference Shares are due to be redeemed in
accordance with the provisions of this Article 20 is hereinafter referred to as
a Payment Date.Any redemption of Convertible
Preference Shares to be redeemed on a Payment Date is hereinafter referred to
as a Redemption,
and the monies to be paid thereon as the Redemption Monies;  (i)no
less than 10 days before each Payment Date the Company shall notify each holder
of Convertible Preference Shares of the number of Convertible Preference Shares
held by him the subject of the Redemption and the holder shall, prior to the
Payment Date, deliver to the Office certificates in respect of such Convertible
Preference Shares to be redeemed on that Payment Date;  (j)on
each Payment Date the Company shall, subject to the provisions of this Article
and upon receipt of the relevant Share certificates (or indemnity in respect
thereof in a form reasonably satisfactory to the Company), redeem the
Convertible Preference Shares which are due to be redeemed by paying the
Redemption Monies to the holders thereof save that, in the event that the
amount due to be paid on any Payment Date is in excess of the amount of the
proceeds of any new issue made for the purposes of the relevant redemption (if
any) which may lawfully be applied for that purpose plus any profits lawfully
available for the purpose of the relevant redemption then the Company shall
redeem only that number of Convertible Preference Shares that may be redeemed
taking into account the amount so available. Any Convertible Preference Shares
not redeemed as a result of the foregoing (or which are not redeemed when due
for any other reason) shall remain in issue (bearing the rights, including
rights to dividend, set out in this Article) registered in the name of the
relevant holder of Convertible Preference Shares until actually redeemed in
accordance with this Article.  Payment
of the Redemption Monies shall be made upon redemption;  (k)the
Company shall in the case of a Redemption of all the Convertible Preference
Shares represented by one share certificate cancel that share  16 
   certificate and in the case of a Redemption of part
only of the Convertible Preference Shares represented by any certificate
either:  (i)endorse a memorandum
of the amount and date of the Redemption on such certificate; or  (ii)cancel the
same and without charge issue to the holder of the Convertible Preference
Shares delivering such certificate to the Company a fresh certificate for the
balance of Convertible Preference Shares not redeemed on that occasion;  (l)if a
holder of Convertible Preference Shares fails to deliver a share certificate or
indemnity when due in accordance with this Article 20 then the Company may
retain any Redemption Monies payable in respect thereof until delivery of such
Share certificate or indemnity but upon receipt thereof shall pay the
Redemption Monies to the holder, provided that the same are otherwise due and
payable under the Articles.  The Company
shall not be required to account to the holder for any interest on such monies;  (m)a
Redemption of some but not all of the Convertible Preference Shares pursuant to
Article 20 shall be made amongst relevant holders of the Convertible
Preference Shares pro rata to their holdings of Convertible Preference Shares;  Voting  (n)holders
of Convertible Preference Shares shall be entitled to receive notice of and to
attend and speak at but not vote (whether on a show of hands or on a poll) at
general meetings of the Company;  Conversion
of Convertible Preference Shares  (o)subject
to Article 20(r) and (s) and as hereafter provided, the holders of Convertible
Preference Shares may by giving notice in writing in accordance with Article
20(v) convert into Ordinary Shares on each of the Conversion Dates (set out
below), in aggregate, up to the number of Convertible Preference Shares as is
set out below (the Conversion
Amount):  Conversion Date
  
  Conversion
  AmountFirst (30 March 2005)
  
  14,416,667Second
  
  14,416,667Third
  
  14,416,667Fourth
  
  14,416,667Fifth
  
  14,416,667Sixth
  
  14,416,667Seventh
  
  14,416,667Eighth
  
  14,416,667Ninth
  
  14,416,667Tenth
  
  14,416,667Eleventh
  
  14,416,667Twelfth
  
  14,416,663
  17 
   Each
conversion set out above (Conversion)
shall be made amongst relevant holders of Convertible Preference Shares pro
rata to their holdings of Convertible Preference Shares or otherwise as they
may elect in writing in the notice given in accordance with Article 20(v) so
that, for the avoidance of doubt, a holder of Convertible Preference Shares can
determine to convert part only of his pro rata entitlement of the maximum
aggregate number of shares to be converted;  (p)subject
to Article 20(r) and (s) and as hereafter provided, at any time on or after 4
November 2013 (unless the holders of the Convertible Preference Shares have
first notified the Company of their election for redemption under Article
20(g)(ii) or conversion under Article 20 (u)) the Company shall be entitled, by
giving not less than 10 days notice in writing to that effect to the holders
thereof (the Company
Conversion Notice), to convert all or some Convertible
Preference Shares then in issue into Ordinary Shares;  (q)the
number of Ordinary Shares into which any Convertible Preference Share shall
convert on any Conversion of such a Convertible Preference Share shall be
calculated in accordance with the following formula:   where:  N is
the number of Ordinary Shares arising on conversion of one Convertible
Preference Share;  CRA is
the CPS Redemption Amount of such Convertible Preference Share on the
Conversion Date; and  VWAP is
the relevant daily Volume Weighted Average Price of the Ordinary Shares on the
relevant Conversion Date, Deferred Conversion Date, the Final Redemption Date
or on the date specified in the Company Conversion Notice (as the case may be)
(or if there is no Volume Weighted Average Price on such date, the Volume
Weighted Average Price of the Ordinary Shares on the first dealing day prior to
the Conversion Date, Deferred Conversion Date, the Final Redemption Date or on
the date specified in the Company Conversion Notice (as the case may be) on
which there is a Volume Weighted Average Price);  (r)the
maximum aggregate number of Convertible Preference Shares held by any person or
persons which may convert on any Conversion Date, Deferred Conversion Date or
on or after the Final Redemption Date shall be limited to such number as will
result, following Conversion, in the holder thereof,  18 
   together with parties with whom such holder is Acting
in Concert , holding not more than 29.9 per cent. of the Ordinary Shares in
issue on that date and the board shall be entitled to request such reasonable
information from the holders of any Convertible Preference Shares seeking to
exercise Conversion rights, or in respect of which the Company has given notice
in accordance with Article 20(p), as it may consider reasonably necessary to ensure
that the board can determine whether any restriction on Conversion should be
imposed under this Article and, failing the provision of such information, to
delay the Conversion until such information requested is duly provided;  (s)if, in
respect of the Convertible Preference Shares to be converted on a Conversion
Date, a Deferred Conversion Date or on the Final Redemption Date, the VWAP,
calculated in accordance with Article 20(q), is less than the Floor Price, the
number of Convertible Preference Shares converted on such date shall be zero;  (t)in
the event that on a particular Conversion Date (a Blocked Conversion Date) a holder of
Convertible Preference Shares is prevented from converting a number of
Convertible Preference Shares it would have been entitled to convert in
accordance with Article 20(r) into Ordinary Shares as a result of an Unforeseen
Close Period and/or is prevented from being able to convert a number of
Convertible Preference Shares into Ordinary Shares due to Article 20(s) (but not
otherwise) (the aggregate number of Convertible Preference Shares such holder
was unable to convert for those reasons being the Deferred Conversion Amount), such holder
of Convertible Preference Shares may by giving notice in writing in accordance
with Article 20(v) convert, subject always to Articles 20(r) and 20(s), the
Deferred Conversion Amount into Ordinary Shares on the appropriate Deferred
Conversion Date determined as follows:  (i)the Deferred
Conversion Amount that arises on the first Conversion Date in respect of which
a Deferred Conversion Amount arises (the First Blocked Conversion Date) shall, subject
to Articles 20(t)(iii) and 20(u), only be capable of being converted into
Ordinary Shares on the first Deferred Conversion Date;  (ii)any Deferred
Conversion Amount that arises on any subsequent Conversion Date falling after
the First Blocked Conversion Date shall, subject to Articles 20(t)(iii) and
20(u), (unless the board elects to permit Conversion on an earlier date or to
permit an increase in the number of Convertible Preference Shares to be
converted on such date) only be capable of converting into Ordinary Shares on
the first following Deferred Conversion Date on which no Deferred Conversion
Amount arising in respect of any other earlier Blocked Conversion Date or
Blocked Deferred Conversion Date is capable of being converted into Ordinary
Shares; and  (iii)if any Deferred
Conversion Amount is prevented from being able to convert into Ordinary Shares
on the appropriate Deferred Conversion  19 
   Date determined in accordance with Article 20(t)(ii)
as a result of an Unforeseen Close Period or due to Article 20(s) (but not
otherwise) (a Blocked
Deferred Conversion Date), such Deferred Conversion Amount
shall, subject to Article 20(u), (unless the board elects to permit Conversion
on an earlier date or to permit an increase in the number of Convertible
Preference Shares to be converted on such date) only be capable of being
converted into Ordinary Shares on the next succeeding Deferred Conversion Date
upon which no Deferred Conversion Amount arising in respect of any other
earlier Blocked Conversion Date or Blocked Deferred Conversion Date is capable
of being converted into Ordinary Shares;  (u)if any
Deferred Conversion Amount is still in issue on the Final Redemption Date, to
the extent that amount has been prevented from being able to convert into
Ordinary Shares on the correct Deferred Conversion Date, as provided in
Articles 20(t)(ii) and/or (t)(iii) above, as a result of an Unforeseen Close
Period or due to Article 20(s) (but not otherwise), the holders of such shares
may by giving notice in writing in accordance with Article 20(v) convert,
subject always to Articles 20(r) and 20(s), all or some of such Deferred
Conversion Amount into Ordinary Shares on the Final Redemption Date;  (v)Conversion
rights under this Article shall be exercisable by a holder of Convertible
Preference Shares giving to the Company notice in writing of the exercise of such
right (the Conversion
Notice) at any time (including after close of business) on the
relevant Conversion Date, Deferred Conversion Date or Final Redemption Date ,
as appropriate.  A Conversion Notice,
once served, may not be withdrawn without the consent in writing of the
Company;  (w)a
Conversion Notice shall state the number of Convertible Preference Shares that
the holder wishes to convert (Relevant Shares) and shall be sent to the registered
office of the Company together with a share certificate(s) (or such indemnity
as the Company may require under Article 29) for the Relevant Shares;  (x)with
effect upon the Conversion Date or Deferred Conversion Date (as appropriate),
the Company shall convert (in accordance with Article 20(aa) below) each Relevant
Share into such number of Ordinary Shares as shall be calculated in accordance
with the provisions of this Article and as soon as reasonably practicable
thereafter the Company shall send certificates for the Ordinary Shares arising
on Conversion to the members entitled to them, together with balancing
certificates due in respect of any Convertible Preference Shares not converted
under this Article;  (y)a
Company Conversion Notice shall state the number of Convertible Preference
Shares that the Company wishes to convert (Company Relevant Shares) and following
receipt of such notice the holders of such Convertible Preference Shares shall
send to the registered office of the Company a share certificate(s) (or such
indemnity as the Company may require under Article 29) for the Company Relevant
Shares;  20 
   (z)with
effect upon the date specified in the Company Conversion Notice (which shall
not be less than 10 days and not more than 30 days after the date of delivery
of the Company Conversion Notice) the Company shall convert (in accordance with
Article 20(aa) below) each Company Relevant Share into such number of Ordinary
Shares as shall be calculated in accordance with the provisions of this Article
and as soon as reasonably practicable thereafter the Company shall send
certificates for the Ordinary Shares arising on Conversion to the members
entitled to them, together with balancing certificates due in respect of any
Convertible Preference Shares not converted under this Article;  (aa)the
directors may determine to effect conversion of the Convertible Preference
Shares into Ordinary Shares, subject to these Articles, in one or more of the
following ways, all of which, for the avoidance of doubt, may be effected
pursuant to the authority conferred by the resolution which created the
Convertible Preference Shares:  (i)by
redesignating any Convertible Preference Share as an Ordinary Share;  (ii)by redeeming
the Convertible Preference Shares to be so converted (the Converting Shares) at
par, either out of distributable profits of the Company or out of the proceeds
of a fresh issue of shares made for that purpose, provided that the directors
shall first have obtained all requisite authorities for the purpose of enabling
them to allot the shares which will be allotted pursuant to this Article 20(aa)
and/or to grant rights to subscribe therefor. 
If the directors decide to redeem out of distributable profits of the
Company, the Convertible Preference Shares to be so redeemed shall confer on
the holder thereof the right and the obligation to subscribe for the Ordinary
Shares to arise from Conversion (the New Shares) at such premium (if any) as shall
represent the amount by which the redemption moneys exceed the aggregate
nominal amount of the New Shares. In such circumstances, the holder of the
Converting Shares shall be deemed irrevocably to have authorised and instructed
the directors to apply the redemption moneys payable in subscribing for the New
Shares at such premium (if any) as aforesaid. If the directors decide to redeem
out of the proceeds of a fresh issue of shares, the Converting Shares shall
confer on the holder thereof the right and the obligation to subscribe for the
New Shares arising from Conversion at such premium (if any) as shall represent
the amount by which the redemption moneys exceed the aggregate nominal amount
of the such New Shares. In such circumstances, the holder of the Converting
Shares shall be deemed to have irrevocably authorised the secretary of the
Company, (or other person appointed for the purpose by the Directors) to
subscribe and pay as agent on its behalf for such New Shares;  (iii)by means of
consolidation and sub-division, which may be effected pursuant to the authority
conferred by the passing of the resolution which created the Converting Shares,
by consolidating the Converting  21 
   Shares into such number of shares of higher par value
as may be expedient to effect the requisite Conversion (the Consolidated Shares)
and sub-dividing the Consolidated Shares into:  (A)such
integral number of New Shares as shall be equal in nominal amount to the
aggregate nominal amount of the number of New Shares into which the Converting
Shares in question are required to be converted pursuant to these Articles; and  (B)(as to
any balance) such number of shares of 0.001 cent each, having the rights and
being subject to the restrictions set out in Article 24 below, as equals the
amount expressed in cents by which the nominal amount of the Consolidated
Shares exceeds the total nominal amount of the New Shares to arise from
Conversion pursuant to this Article;  (iv)in such other
manner as may be proposed by the board and approved by the holders of a majority
in nominal value of the issued Convertible Preference Shares, such approval not
to be unreasonably withheld or delayed;  (bb)in order
to facilitate a Conversion of any Converting Shares into New Shares by means of
consolidation and sub-division, the directors may capitalise the Companys
undistributed profits and/or reserves and make an issue of additional shares,
fully paid, to holders of the Converting Shares in accordance with Article 194;  (cc)to the extent that fractions of Ordinary Shares arising on any
Conversion Date, Deferred Conversion Date or Company Conversion Date or on the
Final Redemption Date can be aggregated into a whole number of Ordinary Shares
such fractions shall be aggregated and sold on behalf of the holders of
Convertible Preference Shares whose Convertible Preference Shares are due to be
converted at the best price reasonably obtainable and the net proceeds of sale
shall be distributed pro rata among such holders who would otherwise have been
entitled unless, in respect of any holding of Convertible Preference Shares,
the amount to be distributed would be less than 5.00, in which case such
amount shall not be distributed but shall be retained for the benefit of the
Company;  Adjustment
of Floor Price  (dd)upon the
happening of any of the events described below, the Floor Price shall be
adjusted as follows:  Consolidation
or Subdivision  (i)if
and whenever there shall be an alteration to the nominal amount of the Ordinary
Shares as a result of consolidation or subdivision, the Floor Price shall be
adjusted by multiplying the Floor Price in force immediately prior to such
alteration by the following fraction:    22 
   where:  Ais
the nominal amount of one Ordinary Share immediately after such alteration; and  Bis
the nominal amount of one Ordinary Share immediately before such alteration.  Such adjustment shall become effective on the
date the alteration takes effect.  If
there shall be any disagreement as to the adjustment, the relevant adjustment shall
be referred to the auditors for the time being of the Company who will certify
the adjustment which in their view is fair and reasonable and, save in the case
of manifest or demonstrable error, this adjustment shall be conclusive and
binding on all concerned.  All parties
shall agree to do all such things and to execute all such documents as may be
required by the auditors to give effect to these Articles;  Capitalisation
of Profits or Reserves  (ii)if and
whenever any Ordinary Shares are issued credited as fully paid to the holders
of the Ordinary Shares by way of capitalisation of profits or reserves
(including any share premium account or capital redemption reserve), other than
any such Ordinary Shares issued in respect of a capitalisation of dividends
where such dividends are not deemed to be an Extraordinary Capital
Distribution, the Floor Price shall be adjusted by multiplying the Floor Price
in force immediately prior to such issue by the following fraction:     where:  Ais
the aggregate nominal amount of the Ordinary Shares in issue immediately before
such issue; and  Bis
the aggregate nominal amount of the Ordinary Shares in issue immediately after
such issue.  Such adjustment shall become effective on the
date of issue of such Ordinary Shares. 
If there shall be any disagreement as to the adjustment, the relevant
adjustment shall be referred to the auditors for the time being of the Company
who will certify the adjustment which in their view is fair and reasonable and,
save in the case of manifest or demonstrable error, this adjustment shall be
conclusive and binding on all concerned. 
All parties shall agree to do all such things and to execute all such
documents as may be required by the auditors to give effect to these Articles;  23 
   Rights
Issues of Ordinary Shares or Options over Ordinary Shares  (iii)if and
whenever the Company shall issue or offer Ordinary Shares to the holders of
Ordinary Shares as a class by way of rights, or issue or grant to the holders
of Ordinary Shares as a class by way of rights, options, warrants or other
rights to subscribe for or purchase or otherwise acquire any Ordinary Shares,
in each case at a price per Ordinary Share which is less than 95 per cent. of
the Current Market Price per Ordinary Share on the dealing day immediately
preceding the date of the first public announcement of the terms of the issue,
offer or grant of such Ordinary Shares, options, warrants or other rights, the
Floor Price shall be adjusted by multiplying the Floor Price in force
immediately prior to such issue or grant by the following fraction:    where:  Ais
the number of Ordinary Shares in issue immediately before such announcement;  Bis
the number of Ordinary Shares which the aggregate amount (if any) payable for
the Ordinary Shares issued or offered by way of rights, or for the options or
warrants or other rights issued or offered by way of rights and for the total
number of Ordinary Shares deliverable on the exercise thereof would purchase at
such Current Market Price per Ordinary Share; and  Cis
the number of Ordinary Shares issued or offered or, as the case may be,
deliverable on the exercise of such options, warrants or other rights.  Such adjustment shall become effective on the
first date on which the Ordinary Shares are traded ex-rights, ex-options or
ex-warrants on the London Stock Exchange. 
If there shall be any disagreement as to the adjustment, the relevant
adjustment shall be referred to the auditors for the time being of the Company
who will certify the adjustment which in their view is fair and reasonable and,
save in the case of manifest or demonstrable error, this adjustment shall be
conclusive and binding on all concerned. 
All parties shall agree to do all such things and to execute all such
documents as may be required by the auditors to give effect to these Articles;  Rights
Issues of other Securities  (iv)if and
whenever the Company shall issue any securities (other than Ordinary Shares) to
holders of Ordinary Shares (other than to the holders of any other class of
shares from time to time, including the holders of Convertible Preference
Shares, Redeemable Preference Shares or Trancheable Redeemable Preference
Shares in respect of such shares) as a class by way of rights or the holders of
Ordinary Shares are granted as a class by way of rights any options, warrants
or other rights to subscribe for or purchase or otherwise acquire any  24 
   securities (other than Ordinary Shares) by way of
rights, the Floor Price shall be adjusted by multiplying the Floor Price in
force immediately prior to such issue or grant by the following fraction:     where:  Ais the Current Market
Price of one Ordinary Share on the dealing day immediately preceding the date
on which the terms of such issue or grant are publicly announced; and  Bis the fair market value
on the date of such announcement of the portion of the rights attributable to
one Ordinary Share, as determined in good faith by an Independent Financial
Adviser.  Such
adjustment shall become effective on the first date on which the Ordinary
Shares are traded ex-rights, ex-options or ex-warrants on the London Stock
Exchange.  If there shall be any
disagreement as to the adjustment, the relevant adjustment shall be referred to
the auditors for the time being of the Company who will certify the adjustment
which in their view is fair and reasonable and, save in the case of manifest or
demonstrable error, this adjustment shall be conclusive and binding on all
concerned.  All parties shall agree to
do all such things and to execute all such documents as may be required by the
auditors to give effect to these Articles;  Extraordinary
Capital Distribution  (ee)if and
whenever the holders of a majority in nominal value of the Convertible
Preference Shares request that an adjustment should be made to the Floor Price
as a result of an Extraordinary Capital Distribution to the holders of the
Ordinary Shares (where the Floor Price does not fall to be adjusted under
Articles 20(dd)(i) to (iv) above) the relevant adjustment shall be as agreed
between the board and the holders of a majority in nominal value of the
Convertible Preference Shares or, failing such agreement, will be referred to
an Independent Financial Adviser who will certify an adjustment which in their
view is fair and reasonable and this adjustment shall be conclusive and, save
in the case of manifest or demonstrable error, binding on all concerned;  (ff)if and
whenever both the board and the holders of a majority in nominal value of the
Convertible Preference Shares agree that it is fair and equitable that an
adjustment should be made to the Floor Price as a result of one or more events
or circumstances not referred to in any of Articles 20(dd)(i) to (iv) or
Article 20(ee) above, the relevant adjustment shall be as agreed between the
board and the holders of a majority in nominal value of the Convertible
Preference Shares or, failing such agreement, will be referred to an Independent
Financial Adviser who will certify an adjustment which in their view is fair
and reasonable and this adjustment shall be conclusive and, save in the case of
manifest or demonstrable error, binding on all concerned;  25 
   (gg)no
adjustment will be made to the Floor Price where Ordinary Shares or other
securities are issued to employees (including directors) of the Company or of
any of its subsidiaries or of any associated company of the Company or its
subsidiaries pursuant to any employee share scheme (as defined in Section 743
of the Act);  (hh)the
Ordinary Shares into which the Convertible Preference Shares are converted
shall:  (i)be credited
as fully paid; and  (ii)be the same as
and rank pari passu in all respects and form one class with the Ordinary Shares
then in issue and for the avoidance of doubt shall:  (A)rank
equally for and be entitled to receive any dividend declared or paid on the
Ordinary Shares already in issue on the relevant Conversion Date, Deferred
Conversion Date or on the Final Redemption Date (as the case may be) if the
Ordinary Shares already in issue on that date are trading on a cum dividend
basis so that the price of the shares taken into account to calculate VWAP for
the purposes of Article 20(q) can be deemed to include the value of such
dividend entitlement; or  (B)not
rank equally for or be entitled to receive any dividend declared or paid on the
Ordinary Shares already in issue on the relevant Conversion Date, Deferred Conversion
Date or on the Final Redemption Date (as the case may be) if the Ordinary
Shares already in issue on that date are trading on an ex dividend basis so
that the price of such shares taken into account to calculate VWAP for the
purposes of Article 20(q) can be deemed not to include the value of such
dividend entitlement,  and in
each case the board shall, on the advice of the Companys brokers, determine
whether any such shares are trading cum dividend or ex dividend;  (ii)the
Company shall use all reasonable endeavours to procure that the Ordinary Shares
arising on Conversion are admitted to the Official Lists of the UK Listing
Authority and of the Irish Stock Exchange and to trading on the London Stock
Exchanges market for listed securities;  Transfer  (jj)(A)if at
any time on or after 2 May 2012 there are any Convertible Preference Shares
still in issue; or  (B)if a
holder of Convertible Preference Shares is prevented from being able to convert
a number of Convertible Preference Shares into  26 
   Ordinary Shares on a particular Conversion Date,
Deferred Conversion Date or Final Redemption Date (as appropriate) due to
Article 20(s),  the holders of such shares may transfer such shares to
Beneficiaries, subject to Article 20(kk);  (kk)any
Convertible Preference Shares transferred to a Beneficiary in accordance with
Article 20(jj) may only be transferred by such Beneficiary with the prior
written consent of the board; and  (ll)other
than in the case of a transfer of Convertible Preference Shares under Articles
20(jj) and 20(kk), Convertible Preference Shares may only be transferred with
the prior written consent of the board.  THE REDEEMABLE PREFERENCE SHARES  21.The
rights attaching to the Redeemable Preference Shares are as follows:  Income  (a)the
holders of Redeemable Preference Shares shall be entitled (such entitlement
ranking pari passu with the rights of the holders of Trancheable Redeemable
Preference Shares and ranking in priority to the rights of holders of
Convertible Preference Shares, Ordinary Shares, Sterling Deferred Shares and
Non-Voting Deferred Shares) to receive out of the profits of the Company
available for distribution and resolved under the Articles to be distributed in
respect of each period determined in accordance with the provisions of
Article 21(b), a preferential cash dividend (the RPS Dividend)
equal to the product of (a) a fraction the numerator of which equals the
Relevant Number of Redeemable Preference Shares (as defined in
Article 21(b)) in respect of the relevant period and the denominator of
which equals the aggregate number of Redeemable Preference Shares, and (b) the
aggregate interest received by the Company on the amount of the Subscription
Price in respect of each Redeemable Preference Share deposited in the RPS
Account in accordance with this Article 21, less the aggregate taxation
and/or costs or expenses suffered or incurred by the Company in respect of such
interest and the aggregate amount of RPS Dividends paid by the Company to the
holders of Redeemable Preference Shares;  (b)the
RPS Dividend shall be payable on each RPS Dividend Payment Date (or if such
date is not a Business Day, on the next following Business Day).  For the purposes of this Article 21, an
RPS Dividend Payment Date means 11 December
2003 and each other date up to a maximum of four dates falling in any Financial
Year on which the holders of Redeemable Preference Shares notify the Company in
writing that they wish the Company to declare and pay an RPS Dividend in their
favour in respect of the number of Redeemable Preference Shares specified in
the relevant notice (the Relevant
Number of Redeemable Preference Shares).  The Company shall pay each RPS Dividend to
the holders of the Redeemable Preference Shares whose names appear on the
register at twelve noon 20 Business Days before the relevant RPS Dividend
Payment Date;  27 
   Capital  (c)on a
distribution of assets of the Company among its members on a winding up or
other return of capital (other than a redemption or purchase by the Company of
its own shares), the holders of the Redeemable Preference Shares shall be
entitled (such entitlement ranking pari passu with the rights of the holders of
Trancheable Redeemable Preference Shares and ranking in priority to the rights
of holders of Convertible Preference Shares, Ordinary Shares, Sterling Deferred
Shares and Non-Voting Deferred Shares) to receive an amount equal to the
Redeemable Preference Amount;  No
further participation  (d)save
as provided in Article 21(a), (b) and (c), the Redeemable Preference
Shares shall not confer upon the holders of Redeemable Preference Shares any
further right to participation in the profits or assets of the Company;  Variation
of Rights  (e)notwithstanding
the rights of the holders of Redeemable Preference Shares under
Article 26, the written consent of the holders of three-quarters in
nominal value of the issued Redeemable Preference Shares or the sanction of an
extraordinary resolution passed at a separate general meeting of the holders of
the Redeemable Preference Shares is required if the special rights and
privileges attaching to the Redeemable Preference Shares are to be varied or
abrogated in any way.  For the avoidance
of doubt, the ranking of Redeemable Preference Shares as regards priority (or
subordination) in relation to other classes of shares (whether as to dividend
or return of capital or otherwise) shall not (save for their priority over the
Ordinary Shares) be a special right or privilege for the purposes of the
Articles and the issue of shares ranking equal or in priority to the Redeemable
Preference Shares shall not constitute a variation or abrogation of the rights
of the holders of Redeemable Preference Shares nor shall creation of any such
shares or in any way require the consent of the holders of Redeemable
Preference Shares as a class;  Redemption
of Redeemable Preference Shares  (f)(i)subject
to the Act and as hereinafter provided, the Company shall redeem some or all of
the Redeemable Preference Shares which at any time have been appropriated to
the Beneficiaries for an amount equal to the Redeemable Preference Amount in
respect of each Redeemable Preference Share so redeemed, provided that:  (A)the
Release Date for both the Beneficiaries to whom the Redeemable Preference
Shares have been appropriated and the Redeemable Preference Shares so redeemed
has passed; and  (B)the
Company has received notice from the holder of the Redeemable Preference
Shares, such notice being given not less than 3 Business Days and not more than
5 Business Days in advance of the selected Payment Date, specifying the number
of Redeemable Preference Shares to be redeemed, the selected Payment Date and
the account details to which the Redemption Monies are to be telegraphically
transferred;  (ii)subject to the
Act and as hereinafter provided, the holder of any Redeemable Preference Shares
in respect of which the trustee of the ESOT Trust Deed has issued an invitation
to a Beneficiary to apply for  28 
   the transfer of such Redeemable Preference Shares to
the APSS, which invitation has not been accepted, or has not been accepted in
respect of such Redeemable Preference Shares, may, by giving not less than
3 Business Days nor more than 5 Business Days notice to the Company at any
time after such non-acceptance, request the Company to redeem all of those
Redeemable Preference Shares for an amount equal to the Redeemable Preference
Amount in respect of each Redeemable Preference Share so redeemed; and  (iii)subject to the
Act and as hereinafter provided, the Company may by giving not less than 10
Business Days nor more than 20 Business Days notice to the holders of the
Redeemable Preference Shares redeem some or all of the Redeemable Preference
Shares for an amount equal to the Redeemable Preference Amount in respect of
each such Share so redeemed at any time after 31 October 2006;  (g)each
date on which Redeemable Preference Shares are due to be redeemed in accordance
with the provisions of this Article 21 is hereinafter referred to as a Payment Date.  Any redemption of Redeemable Preference
Shares to be redeemed on a Payment Date is hereinafter referred to as a Redemption, and the
monies to be paid thereon as the Redemption Monies;  (h)no
less than 2 Business Days before each Payment Date the Company shall notify
each holder of Redeemable Preference Shares of the number of Redeemable
Preference Shares held by him the subject of the Redemption and the holder
shall, prior to the Payment Date, deliver to the Office certificates in respect
of such Redeemable Preference Shares to be redeemed on that Payment Date;  (i)on
each Payment Date the Company shall, subject to the provisions of this Article
and upon receipt of the relevant share certificates (or indemnity in respect
thereof in a form reasonably satisfactory to the Company), redeem the
Redeemable Preference Shares which are due to be redeemed by paying the
Redemption Monies to the holders thereof save that, in the event that the
amount due to be paid on any Payment Date is in excess of the amount of the
proceeds of any new issue made for the purposes of the relevant Redemption (if
any) which may lawfully be applied for that purpose plus the profits lawfully
available for the purpose of the relevant Redemption plus any sum which may at
the relevant time lawfully be applied in making a redemption of shares out of
capital, all necessary resolutions and declarations having been made and all
such other steps having been taken in respect thereof pursuant to sections 171
to 177 of the Act then the Company shall redeem only that number of Redeemable
Preference Shares that may be redeemed taking into account the amount so available.
Any Redeemable Preference Shares not redeemed as a result of the foregoing (or
which are not redeemed when due for any other reason) shall remain in issue
(bearing the rights, including rights to dividend, set out in this Article)
registered in the name of the relevant holder of Redeemable Preference Shares
until actually redeemed in  29 
   accordance with this Article.  Payment of the Redemption Monies shall be
made upon Redemption;  (j)the
Company shall in the case of a Redemption of all the Redeemable Preference
Shares represented by one share certificate cancel that share certificate and
in the case of a Redemption of part only of the Redeemable Preference Shares
represented by any certificate either:  (i)endorse a
memorandum of the amount and date of the Redemption on such certificate;  or  (ii)cancel the
same,  and without charge issue to the holder of the
Redeemable Preference Shares delivering such certificate to the Company a fresh
certificate for the balance of Redeemable Preference Shares not redeemed on
that occasion;  (k)if a
holder of Redeemable Preference Shares fails to deliver a share certificate or
indemnity when due in accordance with this Article 21 then the Company may
retain any Redemption Monies payable in respect thereof until delivery of such
Share certificate or indemnity but upon receipt thereof shall pay the
Redemption Monies to the holder, provided that the same are otherwise due and
payable under the Articles;  (l)a
Redemption of some but not all of the Redeemable Preference Shares pursuant to
Article 21(f)(iii) shall be made amongst relevant holders of the Redeemable
Preference Shares pro rata to their holdings of Redeemable Preference Shares;  (m)the
Company shall, save to the extent the holder thereof consents otherwise, keep a
sum equal to the Subscription Price received on the issue of each Redeemable
Preference Share (less any capital duty borne by the Company in connection with
their issue) deposited in an interest bearing account upon terms agreed with
the holder of such share and the Company providing for such Subscription Monies
and accrued interest to be released to the Company only for the purpose of
redeeming the Redeemable Preference Share in accordance herewith but provided
that the terms of such account shall not prevent any receiver, administrator,
liquidator or similar officer or trustee for the benefit of the Company and its
creditors from receiving such funds and applying them to meet the Companys
obligations to its creditors or, to the extent not deducted from the sums
initially deposited, prevent the Company withdrawing sums necessary to meet
capital duty connected with the issue of such shares; and  Voting  (n)holders
of Redeemable Preference Shares shall not be entitled to receive notice of or
to attend and/or speak or vote (whether on a show of hands or on a poll) at
general meetings of the Company.  30 
   THE TRANCHEABLE REDEEMABLE PREFERENCE SHARES  22.The
board shall be entitled (at its discretion) to designate all or any Trancheable
Redeemable Preference Shares which are issued on a particular date or which
arise from conversion on a particular date as forming a separate, named tranche
of Trancheable Redeemable Preference Shares for the purposes of this Article
with each such tranche having its own designated TRPS Account and its own
separate rights and entitlements in respect of the funds held in such account,
in each case as set out in Article 23 below and for that purpose the
Trancheable Redeemable Preference Shares resolved, pursuant to a Special
Resolution of the Company dated 18 March 2004, to arise upon the subdivision of
one ESOT Preference Share of 86,500,000 into 107,000,000 Convertible Preference
Shares and 66,000,000 Trancheable Redeemable Preference Shares, effective upon
Admission, are hereby designated as the tranche B Trancheable Redeemable
Preference Shares (the Tranche
B Redeemable Preference Shares).  23.The
rights attaching to the Tranche B Redeemable Preference Shares and to each and
any subsequent designated tranche of Trancheable Redeemable Preference Shares
are as follows:  Income  (a)the
holders of Trancheable Redeemable Preference Shares of each designated tranche
shall be entitled (such entitlement ranking in priority to the rights of
holders of Convertible Preference Shares, Ordinary Shares, Sterling Deferred
Shares and Non-Voting Deferred Shares and ranking pari passu with the rights of
the holders of any other Trancheable Redeemable Preference Shares and the
holders of Redeemable Preference Shares) to receive out of the profits of the
Company available for distribution and resolved under the Articles to be
distributed in respect of each period determined in accordance with the provisions
of Article 23(b), a preferential cash dividend (the TRPS Dividend)
equal to the product of (a) a fraction the numerator of which equals the
Relevant Number of Trancheable Redeemable Preference Shares (as defined in
Article 23(b)) in respect of the relevant period and the denominator of which
equals the aggregate number of Trancheable Redeemable Preference Shares of the
relevant designated tranche, and (b) the aggregate interest received by the
Company on the aggregate amount deposited in respect of Trancheable Redeemable
Preference Shares of such designated tranche in that designated tranches TRPS
Account in accordance with this Article 23, less the aggregate taxation and/or
costs or expenses suffered or incurred by the Company in respect of such interest
and the aggregate amount of TRPS Dividends previously paid by the Company to
the holders of Trancheable Redeemable Preference Shares of that designated
tranche;  (b)the
TRPS Dividend shall be payable on each TRPS Dividend Payment Date (or if such
date is not a Business Day, on the next following Business Day) for each
designated tranche of Trancheable Redeemable Preference Shares.  For the purposes of this Article 23, an TRPS Dividend Payment Date means, in respect
of the Tranche B Redeemable Preference Shares and any other designated tranches
of Trancheable Redeemable Preference Shares that are issued or arise on or
after the date of adoption of these Articles, the first date  31 
   falling in any Financial Year, following the date on
which such designated tranche is issued or arises on conversion, on which the
holders of Trancheable Redeemable Preference Shares of that designated tranche
notify the Company in writing that they wish the Company to declare and pay a
TRPS Dividend in their favour in respect of the number of Trancheable
Redeemable Preference Shares of that designated tranche specified in the
relevant notice (the Relevant
Number of Trancheable Redeemable Preference Shares).  The Company shall pay each TRPS Dividend to
the holders of the Trancheable Redeemable Preference Shares of each designated
tranche whose names appear on the register at twelve noon 20 Business Days
before the relevant TRPS Dividend Payment Date;  Capital  (c)on a
distribution of assets of the Company among its members on a winding up or
other return of capital (other than a redemption or purchase by the Company of
its own Shares), the holders of the Trancheable Redeemable Preference Shares of
each designated tranche shall be entitled (such entitlement ranking in priority
to the rights of holders of Convertible Preference Shares, Ordinary Shares,
Sterling Deferred Shares and Non-Voting Deferred Shares and ranking pari passu
with the rights of the holders of any other Trancheable Redeemable Preference
Shares and the holders of Redeemable Preference Shares) to receive an amount
equal to the Trancheable Redeemable Preference Amount;  No
further participation  (d)save
as provided in Articles 23(a), (b) and (c), each designated tranche of
Trancheable Redeemable Preference Shares shall not confer upon the holders
thereof any further right to participation in the profits or assets of the
Company;  Variation
of Rights  (e)each
designated tranche of Trancheable Redeemable Preference Shares shall for all
purposes under these Articles belong to the same class of Shares as, and rank
pari passu in all respects with, other designated tranches of Trancheable
Redeemable Preference Shares, save only for the specific rights under this Article
of each designated tranche of Trancheable Redeemable Preference Shares to have
the TRPS Dividend deposited in its specifically allocated TRPS Account;  (f)notwithstanding
the rights of the holders of Trancheable Redeemable Preference Shares under
Article 26, the written consent of the holders of three-quarters in nominal
value of the issued Trancheable Redeemable Preference Shares or the sanction of
an extraordinary resolution passed at a separate general meeting of the holders
of Trancheable Redeemable Preference Shares is required if the special rights
and privileges attaching to Trancheable Redeemable Preference Shares are to be
varied or abrogated in any way.  For the
avoidance of doubt, the ranking of Trancheable Redeemable Preference Shares as
regards priority (or subordination) in relation to other classes of Shares
(whether as to dividend or return of capital or otherwise) shall not (save for
their priority over the Convertible Preference Shares, Ordinary Shares,
Sterling Deferred Shares and Non-Voting Deferred Shares) be a special right or
privilege for the purposes of the Articles and the issue of  32 
   Shares ranking equal or in priority to the Trancheable
Redeemable Preference Shares shall not constitute a variation or abrogation of
the rights of the holders of Trancheable Redeemable Preference Shares nor shall
creation of any such Shares or in any way require the consent of the holders of
Trancheable Redeemable Preference Shares as a class;  Redemption
of Trancheable Redeemable Preference Shares  (g)(i)subject
to the Act and as hereinafter provided, the Company shall redeem some or all of
the Trancheable Redeemable Preference Shares of a designated tranche which at
any time have been appropriated to the Beneficiaries for an amount equal to the
Trancheable Redeemable Preference Amount in respect of each Trancheable
Redeemable Preference Share so redeemed, provided that:  (A)the
Release Date for both the Beneficiaries to whom the Trancheable Redeemable
Preference Shares have been appropriated and the Trancheable Redeemable
Preference Shares so redeemed has passed; and  (B)the
Company has received notice from the holder of the Trancheable Redeemable
Preference Shares of that designated tranche, such notice being given not less
than 3 Business Days and not more than 5 Business Days in advance of the
selected Payment Date, specifying the number of Trancheable Redeemable
Preference Shares of that designated tranche to be redeemed, the selected
Payment Date and the account details to which the Redemption Monies are to be
telegraphically transferred;  (ii)subject to the
Act and as hereinafter provided, the holder of any Trancheable Redeemable
Preference Shares of a designated tranche in respect of which the trustee of
the ESOT Trust Deed has initiated a transfer of such Trancheable Redeemable
Preference Shares to the APSS, which transfer has not proceeded either because
it has not been applied for or because it has been refused by the relevant
Beneficiary, may, in respect of such Trancheable Redeemable Preference Shares,
by giving not less than 3 Business Days nor more than 5 Business Days
notice to the Company at any time after such non-acceptance, request the
Company to redeem all of such Trancheable Redeemable Preference Shares of that
designated tranche for an amount equal to the Trancheable Redeemable Preference
Amount in respect of each Trancheable Redeemable Preference Share of that
designated tranche so redeemed; and  (iii)subject to the
Act and as hereinafter provided, the Company may by giving not less than 10
Business Days nor more than 20 Business Days notice to the holders of the
Trancheable Redeemable Preference Shares of a designated tranche redeem some or
all of the Trancheable Redeemable Preference Shares of that designated tranche
for an amount equal to the Trancheable Redeemable Preference Amount in  33 
   respect of each such Share of that designated tranche
so redeemed at any time after 2 November 2013;  (h)each
date on which Trancheable Redeemable Preference Shares of a particular
designated tranche are due to be redeemed in accordance with the provisions of
this Article 23 is hereinafter referred to as a Payment Date.  Any redemption of Trancheable Redeemable Preference Shares to be
redeemed on a Payment Date is hereinafter referred to as a Redemption, and the
monies to be paid thereon as the Redemption Monies;  (i)no
less than 2 Business Days before each Payment Date the Company shall notify
each holder of Trancheable Redeemable Preference Shares of the relevant
designated tranche of the number of Trancheable Redeemable Preference Shares of
that designated tranche held by him the subject of the Redemption and the
holder shall, prior to the Payment Date, deliver to the Office certificates in
respect of such Trancheable Redeemable Preference Shares to be redeemed on that
Payment Date;  (j)on
each Payment Date the Company shall, subject to the provisions of this Article
and upon receipt of the relevant Share certificates (or indemnity in respect
thereof in a form reasonably satisfactory to the Company), redeem the
Trancheable Redeemable Preference Shares of each designated tranche which are
due to be redeemed by paying the Redemption Monies to the holders thereof save
that, in the event that the amount due to be paid on any Payment Date is in
excess of the amount of the proceeds of any new issue made for the purposes of
the relevant Redemption (if any) which may lawfully be applied for that purpose
plus anyprofits lawfully available for the purpose of the relevant Redemption
then the Company shall redeem only that number of Trancheable Redeemable
Preference Shares of that designated tranche that may be redeemed taking into
account the amount so available. Any Trancheable Redeemable Preference Shares
of a designated tranche not redeemed as a result of the foregoing (or which are
not redeemed when due for any other reason) shall remain in issue (bearing the
rights, including rights to dividend, set out in this Article) registered in
the name of the relevant holder of Trancheable Redeemable Preference Shares of
that designated tranche until actually redeemed in accordance with this
Article.  Payment of the Redemption
Monies shall be made upon Redemption;  (k)the
Company shall in the case of a Redemption of all the Trancheable Redeemable
Preference Shares represented by one Share certificate cancel that Share
certificate and in the case of a Redemption of part only of the Trancheable
Redeemable Preference Shares represented by any certificate either:  (i)endorse a
memorandum of the amount and date of the Redemption on such certificate;  or  (ii)cancel the
same and without charge issue to the holder of the Trancheable Redeemable
Preference Shares delivering such certificate  34 
   to the Company a fresh certificate for the balance of
Trancheable Redeemable Preference Shares not redeemed on that occasion;  (l)if a
holder of Trancheable Redeemable Preference Shares fails to deliver a Share
certificate or indemnity when due in accordance with this Article 23 then
the Company may retain any Redemption Monies payable in respect thereof until
delivery of such Share certificate or indemnity but upon receipt thereof shall
pay the Redemption Monies to the holder, provided that the same are otherwise
due and payable under the Articles.  The
Company shall not be required to account to the holder for any interest on such
monies;  (m)a
Redemption of some but not all of the Trancheable Redeemable Preference Shares
of a designated tranche pursuant to Article 23 (f)(iii) shall be made amongst
relevant holders of the Trancheable Redeemable Preference Shares of that
designated tranche pro rata to their holdings of Trancheable Redeemable
Preference Shares of that designated tranche;  (n)the
Company shall for each designated tranche of Trancheable Redeemable Preference
Shares, save to the extent the holder thereof consents otherwise, deposit a sum
equal to the TRPS Subscription Price in respect of each Trancheable Redeemable
Preference Share of such tranche in issue (less any capital duty borne by the
Company (i) in connection with their issue and/or (ii) in connection with the
issue of any Shares made to fund the redemption of the relevant designated
tranche of Trancheable Redeemable Preference Shares) or in respect of each
Trancheable Redeemable Preference Share which arose following conversion in an
interest bearing account specifically allocated for each such designated tranche
upon terms agreed with the holders of such Shares and the Company providing for
such Subscription Monies and accrued interest to be released to the Company
only for the purpose of redeeming the Trancheable Redeemable Preference Shares
of that designated tranche in accordance herewith but provided that the terms
of such account shall not prevent any receiver, administrator, liquidator or
similar officer or trustee for the benefit of the Company and its creditors
from receiving such funds and applying them to meet the Companys obligations
to its creditors or, to the extent not deducted from the sums initially
deposited, prevent the Company withdrawing sums necessary to meet capital duty
connected with the issue of such designated tranche of Shares or with the issue
of Shares issued to fund their redemption; and  Voting  (o)no
holders of Trancheable Redeemable Preference Shares of any designated tranches
of Trancheable Redeemable Preference Shares shall be entitled to receive notice
of or to attend and/or speak or vote (whether on a show of hands or on a poll)
at general meetings of the Company.  THE NON-VOTING DEFERRED SHARES  24.The
rights of the Non-Voting Deferred Shares shall be as follows:  (a)on a
winding-up or other return of capital, the Non-Voting Deferred Shares shall
entitle the holders thereof to payment of the amounts paid up thereon,  35 
   only after repayment to the holders of the Ordinary
Shares of the nominal amount paid up on the Ordinary Shares held by them
respectively and the payment of 1,000,000 on each Ordinary Share;  (b)the
Non-Voting Deferred Shares shall not entitle the holders thereof to the payment
of any dividend;  (c)holders
of Non-Voting Deferred Shares shall not be entitled to receive notice of or to
attend and/or speak or vote (whether on a show of hands or on a poll) at
general meetings of the Company;  (d)the
Non-Voting Deferred Shares shall not, save as provided in (e) below, be
transferable;  (e)the
creation of any Non-Voting Deferred Shares shall be deemed to confer
irrevocable authority on the Company at any time thereafter to appoint any
person to execute on behalf of the holders of any Non-Voting Deferred Shares an
instrument of transfer in respect thereof and/or an agreement to transfer the
same, to such person or persons as the Company may determine as a custodian of
the Non-Voting Deferred Shares or to purchase or to cancel the same in
accordance with the provisions of the Act, in any such case for not more than one
cent for all such shares then being transferred, purchased or cancelled (to be
paid to such one of the holders (if more than one) as may be selected by lot),
without obtaining the sanction of the holder or holders thereof and, pending
such transfer or purchase or cancellation, to retain the certificates for such
Non-Voting Deferred Shares;  (f)the
Company may, at its option at any time after the creation of any Non-Voting
Deferred Shares, redeem all such shares then in issue (save for any of such
Non-Voting Deferred Shares which were created on the Conversion of Shares which
were not created as redeemable Shares) at a price not exceeding one cent for
all the Non-Voting Deferred Shares redeemed at any one time (to be paid on such
date as the board shall select as the date of redemption to such one of the
holders (if more than one) as may be selected by lot)  without the requirement to give notice to the holder(s) of the
Non-Voting Deferred Shares; and  (g)upon
or after the redemption of any Non-Voting Deferred Shares pursuant to this
Article 24 the Directors may pursuant to the authority conferred by the passing
of the resolution which created the Converting Shares consolidate and/or
sub-divide and/or convert the authorised Non-Voting Deferred Share capital
existing as a consequence of such redemption into shares of any other class
into which the authorised share capital of the Company is or may, at that time,
be divided of a like nominal amount (as nearly as may be) as the shares of such
class or into unclassified shares of the same nominal amount as the Non-Voting
Deferred Shares.  THE STERLING DEFERRED SHARES  25.The
Sterling Deferred Shares have the following rights and restrictions:  36 
   (a)on a
distribution of assets of the Company among its members on a winding up or
other return of capital (other than a redemption or purchase by the Company of
its own shares), the holders of the Sterling Deferred Shares shall be entitled
(such entitlement ranking after the rights of holders of Redeemable Preference
Shares, Trancheable Redeemable Preference Shares and Convertible Preference
Shares and ranking in priority to the rights of holders of Ordinary Shares and
Non-Voting Deferred Shares) to receive an amount equal to the aggregate of the
capital paid up or credited as paid up on each Sterling Deferred Share;  (b)save
as provided in Article 25(a), the holders of the Sterling Deferred Shares shall
not be entitled to any participation in the profits or assets of the Company;  (c)the
holders of Sterling Deferred Shares shall not be entitled to receive notice of
or to attend and/or speak or vote (whether on a show of hands or on a poll) at
general meetings of the Company;  (d)notwithstanding
the rights of the holders of Sterling Deferred Shares under Article 26, the
written consent of the holders of three-quarters in nominal value of the issued
Sterling Deferred Shares or the sanction of an extraordinary resolution passed
at a separate general meeting of the holders of the Sterling Deferred Shares is
required if the special rights and privileges attaching to the Sterling
Deferred Shares are to be abrogated, or adversely varied or otherwise directly
adversely affected in any way. The creation, allotment or issue of shares or
securities which rank in priority to or equally with the Sterling Deferred
Shares (or of any right to call for the allotment or issue of such shares or
securities) is for these purposes deemed not to be an abrogation or variation
or to have an effect on the rights and privileges attaching to Sterling
Deferred Shares;  (e)all provisions of the Articles relating to general meetings of the
Company shall apply mutatis mutandisto
every general meeting of the holders of the Sterling Deferred Shares;  (f)subject
to the Act, the Company shall have the right at any time to redeem any such
Sterling Deferred Share (provided that it is credited as fully paid) at a price
not exceeding 1 for all the Sterling Deferred Shares redeemed at any one time
(to be paid on such date as the board shall select as the date of redemption to
such one of the holders (if more than one) as may be selected by lot) without
the requirement to give notice to the holder(s) of the Sterling Deferred Shares;  (g)if any
holder of a Sterling Deferred Share to be redeemed fails or refuses to
surrender the share certificate(s) or indemnity for such Sterling Deferred
Share (or fails or refuses to accept the redemption money payable in respect of
it), the Company shall retain such money and hold it on trust for such holder
without interest but, nevertheless, the Sterling Deferred Shares shall be
redeemed and cancelled by the Company and the Company shall have no further
obligation whatsoever to the holder of a Sterling Deferred Share;  37 
   (h)no
Sterling Deferred Share shall be redeemed otherwise than out of distributable
profits or the proceeds of a fresh issue of shares made for the purposes of the
redemption or out of capital to the extent permitted by the Act; and  (i)no
Sterling Deferred Share redeemed by the Company shall be capable of re-issue
and on redemption of any Sterling Deferred Shares the directors may convert the
authorised share capital created as a consequence of such redemption into
shares of 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 nominal
amount (as nearly as may be) as the shares of such class then in issue or into
unclassified shares of the same.  VARIATIONOF RIGHTS  Method
of varying rights  26.Subject
to the provisions of the Companies Acts, if at any time the capital of the
Company is divided into or otherwise comprises different classes of shares, the
rights attached to any such class may (unless otherwise provided by the terms
of allotment of the shares of that class) be varied or abrogated, whether or
not the Company is being wound up, either:  (a)with
the consent of the holders of three-quarters in nominal value of the issued shares
of the class (excluding any shares of that class held as treasury shares),
which consent shall be by means of one or more instruments or contained in one
or more electronic communications sent to such address (if any) for the time
being notified by or on behalf of the Company for that purpose or a combination
of both; or  (b)with
the sanction of an extraordinary resolution passed at a separate general
meeting of the holders of the shares of the class,  but not otherwise.  When
rights deemed to be varied  27.For
the purposes of Article 26, if at any time the capital of the Company is
divided into or otherwise comprises different classes of shares, unless
otherwise expressly provided by the rights attached to any share or class of
shares, those rights shall be deemed to be varied by:  (a)the
reduction of the capital paid up on that share or class of shares otherwise
than by a purchase or redemption by the Company of its own shares;  (b)the
allotment of another share ranking in priority for payment of a dividend or in
respect of capital or which confers on its holder voting rights more favourable
than those conferred by that share or class of shares; and  (c)in
relation to any Ordinary Shares held by the ESOT, for so long as such shares
represent not less than 1 per cent. of the Companys issued Ordinary Shares,
any proposal to amend Articles 120, 140 (insofar as such Article concerns the
right of the ESOT to appoint one of the directors appointed by it  38 
   in accordance with Article 120 to each committee
established by the board) and 163,  but shall not be deemed to be varied by:  (d)the
creation or issue of another share ranking equally with, or subsequent to, that
share or class of shares or by the purchase or redemption by the Company of its
own shares; or  (e)the
Company permitting, in accordance with the Regulations, the holding of and
transfer of title to shares of that or any other class in uncertificated form
by means of a relevant system.  SHARECERTIFICATES  Members
rights to certificates  28.Every
member, on becoming the holder of any certificated share (except a recognised
person in respect of whom the Company is not required by law to complete and
have ready for delivery a certificate) shall be entitled, without payment, to
one certificate for all the certificated shares of each class held by him (and,
on transferring a part of his holding of certificated shares of any class, to a
certificate for the balance of his holding of certificated shares).  He may elect to receive one or more
additional certificates for any of his certificated shares if he pays for every
certificate after the first a reasonable sum determined from time to time by
the board.  Every certificate shall:  (a)be
executed under the seal or otherwise in accordance with Article 174 or in
such other manner as the board may approve; and  (b)specify
the number, class and distinguishing numbers (if any) of the shares to which it
relates and the amount or respective amounts paid up on the shares.  The Company shall not be bound to issue more than one
certificate for certificated shares held jointly by more than one person and
delivery of a certificate to one joint holder shall be a sufficient delivery to
all of them.  Shares of different
classes may not be included in the same certificate.  Replacement
certificates  29.If a
share certificate is defaced, worn out, lost or destroyed, it may be renewed on
such terms (if any) as to evidence and indemnity and payment of any exceptional
out-of-pocket expenses reasonably incurred by the Company in investigating
evidence and preparing the requisite form of indemnity as the board may
determine but otherwise free of charge, and (in the case of defacement or
wearing out) on delivery up of the old certificate.  LIEN  Company
to have lien on shares  30.The
Company shall have a first and paramount lien on every share (not being a fully
paid share) for all moneys payable to the Company (whether presently or not) in
respect of that share.  The board may at
any time (generally or in a particular case) waive any lien or declare any
share to be wholly or in part exempt from the provisions  39 
   of this Article.  The Companys lien on a share shall extend to any amount
(including dividends) payable in respect of it.  Enforcement
of lien by sale  31.The
Company may sell, in such manner as the board determines, any share 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 14 clear days after notice has been sent to the
holder of the share, or to the person entitled to it by transmission, demanding
payment and stating that if the notice is not complied with the share may be
sold.  Giving
effect to sale  32.To
give effect to that sale the board may, if the share is a certificated share,
authorise any person to execute an instrument of transfer in respect of the
share sold to, or in accordance with the directions of, the buyer.  If the share is an uncertificated share, the
board may exercise any of the Companys powers under Article 11 to effect the
sale of the share to, or in accordance with the directions of, the buyer.  The buyer shall not be bound to see to the
application of the purchase money and his title to the share shall not be
affected by any irregularity in or invalidity of the proceedings in relation to
the sale.  Application
of proceeds  33.The
net proceeds of the sale, after payment of the costs, shall be applied in or
towards payment or satisfaction of so much of the sum in respect of which the
lien exists as is presently payable. 
Any residue shall (if the share sold is a certificated share, on
surrender to the Company for cancellation of the certificate in respect of the
share sold and, whether the share sold is a certificated or uncertificated
share, subject to a like lien for any moneys not presently payable as existed
on the share before the sale) be paid to the person entitled to the share at
the date of the sale.  CALLS
ON SHARES  Power
to make calls  34.Subject
to the terms of allotment, the board may from time to time make calls on the
members in respect of any moneys unpaid on their shares (whether in respect of
nominal value or premium).  Each member
shall (subject to receiving at least 14 clear days notice specifying when and
where payment is to be made) pay to the Company the amount called on his shares
as required by the notice.  A call may
be required to be paid by instalments. 
A call may be revoked in whole or part and the time fixed for payment of
a call may be postponed in whole or part as the board may determine.  A person on whom a call is made shall remain
liable for calls made on him even if the shares in respect of which the call
was made are subsequently transferred.  Time
when call made  35.A call
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  36.The
joint holders of a share shall be jointly and severally liable to pay all calls
in respect of it.  Interest
payable  37.If a
call or any instalment of a call remains unpaid in whole or in part 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 became due and payable until it
is paid.  Interest shall be paid at the
rate fixed by the terms of allotment of the share or in the notice of the call
or, if no rate is fixed, the rate determined by the board, not  40 
   exceeding 15 per cent. per annum, or,
if higher, the appropriate rate (as defined in the Act), but the board may in
respect of any individual member waive payment of such interest wholly or in
part.  Deemed
calls  38.An
amount payable in respect of a share on allotment or at any fixed date, whether
in respect of nominal value or premium or as an instalment of a call, shall be
deemed to be a call duly made and notified and payable on the date so fixed or
in accordance with the terms of the allotment. 
If it is not paid the provisions of these Articles shall apply as if
that amount had become due and payable by virtue of a call duly made and
notified.  Differentiation
on calls  39.Subject
to the terms of allotment, the board may make arrangements on the issue of
shares for a difference between the allottees or holders in the amounts and
times of payment of calls on their shares.  Payment
of calls in advance  40.The
board may, if it thinks fit, receive from any member all or any part of the
moneys uncalled and unpaid on any share held by him.  Such payment in advance of calls shall extinguish the liability
on the share in respect of which it is made to the extent of the payment.  The Company may pay on all or any of the
moneys so advanced (until they would but for such advance become presently
payable) interest at such rate agreed between the board and the member not
exceeding (unless the Company by ordinary resolution otherwise directs)
15 per cent. per annum or, if higher, the appropriate rate (as defined in
the Act).  FORFEITUREAND SURRENDER  Notice
requiring payment of call  41.If a
call or any instalment of a call remains unpaid in whole or in part after it
has become due and payable, the board may give the person from whom it is due not
less than 14 clear days notice requiring payment of the amount 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.  The notice shall name the place where payment
is to be made and shall state that if the notice is not complied with the
shares in respect of which the call was made will be liable to be forfeited.  Forfeiture
for non-compliance  42.If
that notice is not complied with, any share in respect of which it was sent
may, at any time before the payment required by the notice has been made, be
forfeited by a resolution of the board. 
The forfeiture shall include all dividends or other moneys payable in
respect of the forfeited share which have not been paid before the
forfeiture.  When a share has been
forfeited, notice of the forfeiture shall be sent to the person who was the
holder of the share before the forfeiture. 
Where the forfeited share is held in certificated form, an entry shall
be made promptly in the register opposite the entry of the share showing that
notice has been sent, that the share has been forfeited and the date of
forfeiture.  No forfeiture shall be
invalidated by the omission or neglect to send that notice or to make those
entries.  Sale
of forfeited shares  43.Subject
to the provisions of the Companies Acts, a forfeited share shall be deemed to
belong to the Company and may be sold, re-allotted or otherwise disposed of on
such terms and in such manner as the board determines, either to the person who
was the holder before the forfeiture or to any other person.  At any time before sale, re-allotment or
other disposal, the forfeiture may be cancelled on such terms as the  41 
   board thinks fit.  Where for the purposes of its disposal a forfeited share held in
certificated form is to be transferred to any person, the board may authorise
any person to execute an instrument of transfer of the share to that
person.  Where for the purposes of its
disposal a forfeited share held in uncertificated form is to be transferred to
any person, the board may exercise any of the Companys powers under Article
11.  The Company may receive the
consideration given for the share on its disposal and may register the
transferee as holder of the share.  Liability
following forfeiture  44.A
person shall cease to be a member in respect of any share which has been
forfeited and shall, if the share is a certificated share, surrender the
certificate for any forfeited share to the Company for cancellation.  The person shall remain liable to the
Company for all moneys which at the date of forfeiture were presently payable
by him to the Company in respect of that share with interest on that amount at
the rate at which interest was payable on those moneys before the forfeiture
or, if no interest was so payable, at the rate determined by the board, not
exceeding 15 per cent. per annum or, if higher, the appropriate rate (as
defined in the Act), from the date of forfeiture until payment.  The board may waive payment wholly or in
part or enforce payment without any allowance for the value of the share at the
time of forfeiture or for any consideration received on its disposal.  Surrender  45.The
board may accept the surrender of any share which it is in a position to
forfeit on such terms and conditions as may be agreed.  Subject to those terms and conditions, a
surrendered share shall be treated as if it had been forfeited.  Extinction
of rights  46.The
forfeiture of a share shall involve the extinction at the time of forfeiture of
all interest in and all claims and demands against the Company in respect of
the share and all other rights and liabilities incidental to the share as
between the person whose share is forfeited and the Company, except only those
rights and liabilities expressly saved by these Articles, or as are given or
imposed in the case of past members by the Companies Acts.  Evidence
of forfeiture or surrender  47.A
statutory declaration by a director or the secretary that a share has been duly
forfeited or surrendered 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
if necessary to the execution of an instrument of transfer or transfer by means
of the relevant system, as the case may be) constitute a good title to the
share.  The person to whom the share is
disposed of shall not be bound to see to the application of the purchase money,
if any, and his title to the share shall not be affected by any irregularity
in, or invalidity of, the proceedings in reference to the forfeiture,
surrender, sale, re-allotment or disposal of the share.  TRANSFER OF SHARES  Form
and execution of transfer of certificated share  48.The
instrument of transfer of a certificated share may be in any usual form or in
any other form which the board may approve. 
An instrument of transfer shall be signed by or on behalf of the
transferor and, unless the share is fully paid, by or on behalf of the
transferee.  An instrument of transfer
need not be under seal.  42 
   Transfers
of partly paid certificated shares  49.The
board may, in its absolute discretion and without giving any reason, refuse to
register the transfer of a certificated share which is not fully paid, provided
that the refusal does not prevent dealings in shares in the Company from taking
place on an open and proper basis.  Invalid
transfers of certificated shares  50.The
board may also refuse to register the transfer of a certificated share unless
the instrument of transfer:  (a)is
lodged, duly stamped (if stampable), at the Office or at another place
appointed by the board accompanied 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 transferor to make the transfer;  (b)is in
respect of only one class of shares; and  (c)is in
favour of not more than four transferees.  Transfers
by recognised persons  51.In the
case of a transfer of a certificated share by a recognised person, the lodging
of a share certificate will only be necessary if and to the extent that a
certificate has been issued in respect of the share in question.  Notice
of refusal to register  52.If the
board refuses to register a transfer of a share in certificated form, it shall
send the transferee notice of its refusal within two months after the date on
which the instrument of transfer was lodged with the Company.  Suspension
of registration  53.The
registration of transfers of shares or of transfers of any class of shares may
be suspended at such times and for such periods (not exceeding 30 days in any
year) as the board may determine, except that the board may not suspend the
registration of transfers of any participating security without the consent of
the Operator of the relevant system.  No
fee payable on registration  54.No fee
shall be charged for the registration of any instrument of transfer or other
document relating to or affecting the title to a share.  Retention
of transfers  55.The
Company shall be entitled to retain an instrument of transfer which is
registered, but an instrument of transfer which the board refuses to register
shall be returned to the person lodging it when notice of the refusal is sent.  TRANSMISSION OF SHARES  Transmission  56.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 interest.  Nothing in
these Articles shall release the estate of a deceased member (whether a sole or
joint holder) from any liability in respect of any share held by him.  Elections
permitted  57.A
person becoming entitled by transmission to a share may, on production of any
evidence as to his entitlement properly required by the board, elect either to
become the holder of the share or to have another person nominated by him
registered as the transferee.  If he
elects to become the holder he shall send notice to the  43 
   Company to that effect.  If he elects to have another person
registered and the share is a certificated share, he shall execute an
instrument of transfer of the share to that person.  If he elects to have himself or another person registered and the
share is an uncertificated share, he shall take any action the board may
require (including without limitation the execution of any document and the
giving of any instruction by means of a relevant system) to enable himself or
that person to be registered as the holder of the share.  All the provisions of these Articles
relating to the transfer of shares apply to that notice or instrument of
transfer as if it were an instrument of transfer executed by the member and the
death or bankruptcy of the member or other event giving rise to the
transmission had not occurred.  Elections
required  58.The board
may at any time send a notice requiring any such person to elect either to be
registered himself or to transfer the share. 
If the notice is not complied with within 60 days, the board may after
the expiry of that period withhold payment of all dividends or other moneys
payable in respect of the share until the requirements of the notice have been
complied with.  Rights
of persons entitled by transmission  59.A
person becoming entitled by transmission to a share shall, on production of any
evidence as to his entitlement properly required by the board and subject to
the requirements of Article 57, have the same rights in relation to the
share as he would have had if he were the holder of the share, subject to
Article 187.  That person may give a
discharge for all dividends and other moneys payable in respect of the share,
but he shall not, before being registered as the holder of the share, be
entitled in respect of it to receive notice of, or to attend or vote at, any
meeting of the Company where the rights attached to such share would otherwise
permit or to receive notice of, or to attend or vote at, any separate meeting
of the holders of any class of shares in the capital of the Company.  ALTERATIONOF SHARE CAPITAL  Alterations
by ordinary resolution  60.The
Company may by ordinary resolution:  (a)increase
its share capital by such sum to be divided into shares of such amount as the
resolution prescribes;  (b)consolidate
and divide all or any of its share capital into shares of larger 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 than is fixed by the Memorandum and the
resolution may determine that, as between the shares resulting from the sub-division,
any of them may have any preference or advantage as compared with the others;
and  (d)cancel
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.  44 
   New
shares subject to these Articles  61.All
shares created by ordinary resolution pursuant to Article 60 shall be:  (a)subject
to all the provisions of these Articles, including without limitation
provisions relating to payment of calls, lien, forfeiture, transfer and
transmission; and  (b)unclassified,
unless otherwise provided by these Articles, by the resolution creating the
shares or by the terms of allotment of the shares.  Fractions
arising  62.Whenever
any fractions arise as a result of a consolidation or sub-division of shares,
the board may on behalf of the members deal with the fractions as it thinks
fit.  In particular, without limitation,
the board may sell shares representing fractions to which any members would
otherwise become entitled 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. 
Where the shares to be sold are held in certificated form the board may
authorise some person to execute an instrument of transfer of the shares to, or
in accordance with the directions of, the buyer.  Where the shares to be sold are held in uncertificated form, the
board may do all acts and things it considers necessary or expedient to effect
the transfer of the shares to, or in accordance with the directions of, the
buyer.  The buyer shall not be bound to
see to the application of the purchase moneys and his title to the shares shall
not be affected by any irregularity in, or invalidity of, the proceedings in
relation to the sale.  Power
to reduce capital  63.Subject
to the provisions of the Companies Acts, the Company may by special resolution
reduce its share capital, capital redemption reserve and share premium account
in any way.  PURCHASEOF OWN SHARES  Power
to purchase own shares  64.Subject
to and in accordance with the provisions of the Companies Acts and without
prejudice to any relevant special rights attached to any class of shares, the
Company may purchase any of its own shares of any class (including without
limitation redeemable shares) in any way and at any price (whether at par or
above or below par) and may hold such shares as treasury shares.  GENERAL MEETINGS  Types
of general meeting  65.All
general meetings of the Company other than annual general meetings shall be
called extraordinary general meetings. 
The board shall convene and the Company shall hold general meetings as
annual general meetings in accordance with the requirements of the Companies
Acts.  All general meetings shall be
held in the Republic of Ireland and a general meeting shall only be deemed to
be held in the Republic of Ireland where each of the members attending that
general meeting is present in the Republic of Ireland in person or by proxy.  Class
meetings  66.All
provisions of these Articles relating to general meetings of the Company shall,
mutatis mutandis, apply to every separate general meeting of the holders of any
class of shares in the capital of the Company, except that:  45 
   (a)the
necessary quorum shall be two persons holding or representing by proxy at least
one-third in nominal value of the issued shares of the class (excluding any
shares of that class held as treasury shares) or, at any adjourned meeting of
such holders, one holder present in person or by proxy, whatever the amount of
his holding, who shall be deemed to constitute a meeting;  (b)any
holder of shares of the class present in person or by proxy may demand a poll;
and  (c)each
holder of shares of the class shall, on a poll, have one vote in respect of
every share of the class held by him.  67.For
the avoidance of doubt, a class meeting of the holders of Convertible
Preference Shares shall, notwithstanding that it is called by shorter notice
than that specified in Article 69, be deemed to have been duly called if it is
so agreed by a majority in number of the holders of Convertible Preference
Shares having a right to attend and vote at such meeting, being a majority
together holding not less than 95 per cent. in nominal value of the shares
giving that right.  Convening
general meetings  68.The
board may call general meetings whenever and at such times and places in the
Republic of Ireland as it shall determine. 
On the requisition of members pursuant to the provisions of the
Companies Acts, the board shall convene an extraordinary general meeting in
accordance with the requirements of the Companies Acts.  If there are insufficient directors in the
Republic of Ireland to call a general meeting any director of the Company may
call a general meeting, but where no director is willing or able to do so, any
two members of the Company may summon a meeting for the purpose of appointing
one or more directors.  NOTICEOF GENERAL MEETINGS  Period
of notice  69.An
annual general meeting and an extraordinary general meeting called for the
passing of a special resolution shall be called by at least 21 clear days
notice.  All other extraordinary general
meetings shall be called by at least 14 clear days notice.  Recipients
of notice  70.Subject
to the provisions of the Companies Acts, to the provisions of these Articles
and to any restrictions imposed on any shares, the notice shall be sent to all
the members, to each of the directors and to the auditors.  Contents
of notice: general  71.The
notice shall specify the time and place of the meeting (including without
limitation any satellite meeting place arranged for the purposes of Article 74,
which shall be identified as such in the notice) and the general nature of the
business to be transacted.  Contents
of notice: additional requirements  72.In the
case of an annual general meeting, the notice shall specify the meeting as
such.  In the case of a meeting to pass
a special or extraordinary resolution, the notice shall specify the intention
to propose the resolution as a special or extraordinary resolution, as the case
may be.  46 
   Article
76 arrangements  73.The
notice shall include details of any arrangements made for the purpose of
Article 76 (making clear that participation in those arrangements will not
amount to attendance at the meeting to which the notice relates).  General
meetings at more than one place  74.The
board may resolve to enable persons entitled to attend a general meeting to do
so by simultaneous attendance and participation at a satellite meeting place,
provided such satellite meeting place is located in the Republic of
Ireland.  The members present in person
or by proxy at satellite meeting places shall be counted in the quorum for, and
entitled to vote at, the general meeting in question, and that meeting shall be
duly constituted and its proceedings valid if the chairman of the general
meeting is satisfied that adequate facilities are available throughout the
general meeting to ensure that members attending at all the meeting places are
able to:  (a)participate
in the business for which the meeting has been convened;  (b)hear
and see all persons who speak (whether by the use of microphones, loudspeakers,
audio-visual communications equipment or otherwise) in the principal meeting
place and any satellite meeting place; and  (c)be
heard and seen by all other persons so present in the same way.  The chairman of the general meeting shall be present
at, and the meeting shall be deemed to take place at, the principal meeting
place.  Interruption
or adjournment where facilities inadequate  75.If it
appears to the chairman of the general meeting that the facilities at the
principal meeting place or any satellite meeting place have become inadequate
for the purposes referred to in Article 74, then the chairman may, without the consent
of the meeting, interrupt or adjourn the general meeting.  All business conducted at that general
meeting up to the time of that adjournment shall be valid.  The provisions of Article 87 shall apply to
that adjournment.  Other
arrangements for viewing and hearing proceedings  76.The
board may make arrangements for persons entitled to attend a general meeting or
an adjourned general meeting to be able to view and hear the proceedings of the
general meeting or adjourned general meeting and to speak at the meeting
(whether by the use of microphones, loudspeakers, audio-visual communications
equipment or otherwise) by attending at a venue anywhere in the world not being
a satellite meeting place.  Those
attending at any such venue shall not be regarded as present at the general
meeting or adjourned general meeting and shall not be entitled to vote at the
meeting at or from that venue.  The
inability for any reason of any member present in person or by proxy at such a
venue to view or hear all or any of the proceedings of the meeting or to speak
at the meeting shall not in any way affect the validity of the proceedings of
the meeting.  Controlling
level of attendance  77.The
board may from time to time make any arrangements for controlling the level of
attendance at any venue for which arrangements have been made pursuant to
Article 76 (including without limitation the issue of tickets or the imposition
of some other means of selection) it in its absolute discretion considers
appropriate, and may from time to time change those arrangements.  If a member, pursuant to those arrangements,
is not entitled to attend in person or by proxy at a particular venue, he shall
be entitled to attend in person or by proxy at any other venue for which  47 
   arrangements have been made pursuant to
Article 76.  The entitlement of any
member to be present at such venue in person or by proxy shall be subject to
any such arrangement then in force and stated by the notice of meeting or
adjourned meeting to apply to the meeting.  Change
in place and/or time of meeting  78.If,
after the sending of notice of a general meeting but before the meeting is
held, or after the adjournment of a general meeting but before the adjourned
meeting is held (whether or not notice of the adjourned meeting is required),
the board decides that it is impracticable or unreasonable, for a reason beyond
its control, to hold the meeting at the declared place (or any of the declared
places, in the case of a meeting to which Article 74 applies) and/or time, it
may change the place (or any of the places, in the case of a meeting to which
Article 74 applies) and/or postpone the time at which the meeting is to be
held, provided that the meeting is held in the Republic of Ireland.  If such a decision is made, the board may
then change the place (or any of the places, in the case of a meeting to which
Article 74 applies) and/or postpone the time again if it decides that it is reasonable
to do so.  In either case:  (a)no new
notice of the meeting need be sent, but the board shall, if practicable,
advertise the date, time and place of the meeting in at least two newspapers
having a national circulation and shall make arrangements for notices of the
change of place and/or postponement to appear at the original place and/or at
the original time; and  (b)a
proxy appointment in relation to the meeting may, if by means of an instrument,
be delivered to the Office or to such other place within the Republic of
Ireland or the United Kingdom as may be specified by or on behalf of the
Company in accordance with Article 113(a) or, if contained in an electronic
communication, be received at the address (if any) specified by or on behalf of
the Company in accordance with Article 113(b), at any time not less than
48 hours before any postponed time appointed for holding the meeting.  Meaning
of participate  79.For
the purposes of Articles 74, 75, 76, 77 and 78, the right of a member to
participate in the business of any general meeting shall include without
limitation the right to speak, vote on a show of hands, vote on a poll, be
represented by a proxy and have access to all documents which are required by
the Companies Acts or these Articles to be made available at the meeting.  Accidental
omission to send notice etc.  80.The
accidental omission to send a notice of a meeting, or to send any notification
where required by the Companies Acts or these Articles in relation to the
publication of a notice of meeting on a website, or to send a form of proxy
where required by the Companies Acts or these Articles, to any person entitled
to receive it, or the non-receipt for any reason of any such notice or
notification or form of proxy by that person, whether or not the Company is
aware of such omission or non-receipt, shall not invalidate the proceedings at
that meeting.  Security  81.The
board and, at any general meeting, the chairman may make any arrangement and
impose any requirement or restriction it or he considers appropriate to ensure
the security of a general meeting including, without limitation, requirements
for evidence of identity to be produced by those attending the meeting, the
searching  48 
   of their personal property and the restriction
of items that may be taken into the meeting place.  The board and, at any general meeting, the chairman are entitled
to refuse entry to a person who refuses to comply with these arrangements,
requirements or restrictions.  PROCEEDINGSAT GENERAL MEETINGS  Quorum  82.No
business shall be transacted at any general meeting unless a quorum is present,
but the absence of a quorum shall not preclude the choice or appointment of a
chairman, which shall not be treated as part of the business of the meeting.  Save as otherwise provided by these
Articles, two persons present in person or by proxy and entitled to vote on the
business to be transacted shall be a quorum.  If
quorum not present  83.If
such a quorum is not present within five minutes (or such longer time not
exceeding 30 minutes as the chairman of the meeting may decide to wait) from
the time appointed for the meeting, or if during a meeting such a quorum ceases
to be present, the meeting, if convened on the requisition of members, shall be
dissolved, and in any other case shall stand adjourned to such time and place
as the chairman of the meeting may determine. 
The adjourned meeting shall be dissolved if a quorum is not present
within 15 minutes after the time appointed for holding the meeting.  Chairman  84.The
chairman, if any, of the board or, in his absence, any vice chairman of the
Company or, in his absence, some other director nominated by the board, shall
preside as chairman of the meeting.  If
neither the chairman, vice chairman nor such other director (if any) is present
within five minutes after the time appointed for holding the meeting or is not
willing to act as chairman, the directors present shall elect one of their
number to be chairman.  If there is only
one director present and willing to act, he shall be chairman.  If no director is willing to act as
chairman, or if no director is present within five minutes after the time
appointed for holding the meeting, the members present and entitled to vote
shall choose one of their number to be chairman.  Entitlement
to be present or speak  85.A
director shall, notwithstanding that he is not a member, be entitled to attend
and speak at any general meeting and at any separate meeting of the holders of
any class of shares in the capital of the Company.  The chairman may invite any person to attend and speak at a
general meeting who he considers to be equipped by experience or knowledge of
the Companys affairs to assist in the business being transacted at the
meeting.  Adjournment:
chairmans powers  86.The
chairman may, with the consent of a meeting at which a quorum is present,
adjourn the meeting from time to time and from place to place (provided that
such adjourned meeting is held in the Republic of Ireland).  No business shall be transacted at an
adjourned meeting other than business that might properly have been transacted
at the meeting had the adjournment not taken place.  In addition (and without prejudice to the chairmans power to
adjourn a meeting conferred by Article 75), the chairman may adjourn the
meeting to another time and place in the Republic of Ireland without such
consent if it appears to him that:  (a)it is
likely to be impracticable to hold or continue that meeting because of the
number of members wishing to attend who are not present; or  49 
   (b)the
unruly conduct of persons attending the meeting prevents or is likely to
prevent the orderly continuation of the business of the meeting; or  (c)an
adjournment is otherwise necessary so that the business of the meeting may be
properly conducted.  Adjournment:
procedures  87.Any
such adjournment may be for such time and to such other place in the Republic
of Ireland (or, in the case of a meeting held at a principal meeting place and
a satellite meeting place, such other places) as the chairman may, in his
absolute discretion determine, notwithstanding that by reason of such
adjournment some members may be unable to be present at the adjourned meeting.  Any such member may nevertheless appoint a
proxy for the adjourned meeting either in accordance with Article 113 or by
means of an instrument which, if delivered by him at the meeting which is
adjourned to the chairman or the secretary or any director, shall be valid even
though it is given at less notice than would otherwise be required by Article
113(a).  When a meeting is adjourned for
30 days or more or for an indefinite period, notice shall be sent at least
seven clear days before the date of the adjourned meeting specifying the time
and place in the Republic of Ireland (or places, in the case of a meeting to
which Article 74 applies) of the adjourned meeting and the general nature of
the business to be transacted. 
Otherwise it shall not be necessary to send any notice of an adjournment
or of the business to be transacted at an adjourned meeting.  Amendments
to resolutions  88.If an
amendment is proposed to any resolution under consideration but is in good
faith ruled out of order by the chairman, the proceedings on the substantive
resolution shall not be invalidated by any error in such ruling.  With the consent of the chairman, an
amendment may be withdrawn by its proposer before it is voted on.  No amendment to a resolution duly proposed
as a special or extraordinary resolution may be considered or voted on (other
than a mere clerical amendment to correct a patent error).  No amendment to a resolution duly proposed
as an ordinary resolution may be considered or voted on (other than a mere
clerical amendment to correct a patent error) unless either (a) at least 48
hours before the time appointed for holding the meeting or adjourned meeting at
which the ordinary resolution is to be considered, notice of the terms of the
amendment and the intention to move it has been delivered by means of an
instrument to the Office or to such other place as may be specified by or on
behalf of the Company for that purpose, or received in an electronic
communication at such address (if any) for the time being notified by or on
behalf of the Company for that purpose, or (b) the chairman in his absolute
discretion decides that the amendment may be considered and voted on.  Methods
of voting  89.A
resolution put to the vote of a general meeting shall be decided on a show of
hands unless, before or on the declaration of the result of a vote on the show
of hands or on the withdrawal of any other demand for a poll, a poll is duly
demanded.  Subject to the provisions of
the Companies Acts, a poll may be demanded by:  (a)the
chairman of the meeting; or  (b)(except
on the election of the chairman of the meeting or on a question of adjournment)
at least five members present in person or by proxy having the right to vote at
the meeting; or  50 
   (c)any
member or members present in person or by proxy representing not less than
one-tenth of the total voting rights of all the members having the right to
vote at the meeting; or  (d)any
member or members present in person or by proxy holding shares conferring a
right to vote at the meeting being shares on which an aggregate sum has been
paid up equal to not less than one-tenth of the total sum paid up on all the
shares conferring that right.  A demand by a person as proxy for a member shall be
the same as a demand by the member.  Declaration
of result  90.Unless
a poll is duly demanded (and the demand is not withdrawn before the poll is
taken) a declaration by the chairman that a resolution has been carried or
carried unanimously, or by a particular majority, or lost, or not carried by a
particular majority shall be conclusive evidence of the fact without proof of
the number or proportion of the votes recorded in favour of or against the
resolution.  Chairmans
casting vote  91.In the
case of an equality of votes, whether on a show of hands or on a poll, the
chairman shall be entitled to a casting vote in addition to any other vote he
may have.  Withdrawal
of demand for poll  92.The
demand for a poll may be withdrawn before the poll is taken, but only with the
consent of the chairman.  A demand so
withdrawn shall not be taken to have invalidated the result of a show of hands
declared before the demand was made.  If
the demand for a poll is withdrawn, the chairman or any other member entitled
may demand a poll.  Conduct
of poll  93.Subject
to Article 94, a poll shall be taken as the chairman directs and he may, and
shall if required by the meeting, appoint scrutineers (who need not be members)
and fix a time and place for declaring the result of the poll.  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  94.A poll
demanded on the election of a chairman or on a question of adjournment shall be
taken immediately.  A poll demanded on
any other question shall be taken either at the meeting or at such time and
place as the chairman directs not being more than 30 days after the poll is
demanded.  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.  If a poll is demanded before the declaration
of the result of a show of hands and the demand is duly withdrawn, the meeting
shall continue as if the demand had not been made.  Notice
of poll  95.No
notice need be sent of a poll not taken at the meeting at which it is demanded
if the time and place at which it is to be taken are announced at the
meeting.  In any other case notice shall
be sent at least seven clear days before the taking of the poll specifying the
time and place at which the poll is to be taken.  51 
   Effectiveness
of special and extraordinary resolutions  96.Where
for any purpose an ordinary resolution of the Company is required, a special or
extraordinary resolution shall also be effective.  Where for any purpose an extraordinary resolution is required, a
special resolution shall also be effective.  VOTESOF MEMBERS  Right
to vote  97.Subject
to any rights or restrictions attached to any shares, on a show of hands every
member who is present in person shall have one vote and on a poll every member
present in person or by proxy shall have one vote for every share of which he
is the holder.  Votes
of joint holders  98.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.  For this
purpose seniority shall be determined by the order in which the names of the
holders stand in the register.  Member
under incapacity  99.A
member in respect of whom an order has been made by a court or official having
jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning
mental disorder may vote, whether on a show of hands or on a poll, by his
receiver, curator bonis or other person authorised for that purpose appointed
by that court or official.  That
receiver, curator bonis or other person may, on a poll, vote by proxy.  The right to vote shall be exercisable only
if evidence satisfactory to the board of the authority of the person claiming
to exercise the right to vote has been delivered to the Office, or another
place specified in accordance with these Articles for the delivery of proxy appointments,
not less than 48 hours before the time appointed for holding the meeting or
adjourned meeting at which the right to vote is to be exercised.  Calls
in arrears  100.No
member shall be entitled to vote at a general meeting or at a separate meeting
of the holders of any class of shares in the capital of the Company, either in
person or by proxy, in respect of any share held by him unless all moneys
presently payable by him in respect of that share have been paid.  Section
212 of the Act: restrictions if in default  101.If at
any time the board is satisfied that any member, or any other person appearing
to be interested in shares held by such member, has been duly served with a
notice under section 212 of the Act (a section 212
notice) and is in default for the prescribed period in supplying
to the Company the information thereby required, or, in purported compliance
with such a notice, has made a statement which is false or inadequate in a
material particular, then the board may, in its absolute discretion at any time
thereafter by notice (a direction notice) to
such member direct that:  (a)in
respect of the shares in relation to which the default occurred (the default shares, which expression includes any
shares issued after the date of the section 212 notice in respect of those
shares) the member shall not be entitled to attend or vote either personally or
by proxy at a general meeting or at a separate meeting of the holders of that
class of shares or on a poll; and  (b)where
the default shares represent at least 1⁄4 of one per cent. in nominal value
of the issued shares of their class (excluding any shares of that class held as
treasury shares), the direction notice may additionally direct that in respect
of the default shares:  52 
   (i)no payment
shall be made by way of dividend and no share shall be allotted pursuant to
Article 185;  (ii)no transfer of
any default share shall be registered unless:  (A)the
member is not himself in default as regards supplying the information requested
and the transfer when presented for registration is accompanied by a
certificate by the member in such form as the board may in its absolute
discretion require to the effect that after due and careful enquiry the member is
satisfied that no person in default as regards supplying such information is
interested in any of the shares the subject of the transfer; or  (B)the
transfer is an approved transfer; or  (C)registration
of the transfer is required by the Regulations.  Copy
of notice to interested persons  102.The
Company shall send the direction notice to each other person appearing to be
interested in the default shares, but the failure or omission by the Company to
do so shall not invalidate such notice.  When
restrictions cease to have effect  103.Any
direction notice shall cease to have effect not more than seven days after the
earlier of receipt by the Company of:  (a)a
notice of an approved transfer, but only in relation to the shares transferred;
or  (b)all the
information required by the relevant section 212 notice, in a form satisfactory
to the board.  Board
may cancel restrictions  104.The
board may at any time send a notice cancelling a direction notice.  Conversion
of uncertificated shares  105.The Company
may exercise any of its powers under Article 11 in respect of any default share
that is held in uncertificated form.  Supplementary
provisions  106.For the
purposes of this Article and Articles 101, 102, 103, 104 and 105:  (a)a
person shall be treated as appearing to be interested in any shares if the
member holding such shares has sent to the Company a notification under
section 212 of the Act which either (i) names such person as being so
interested or (ii) fails to establish the identities of all those
interested in the shares, and (after taking into account the said notification
and any other relevant section 212 notification) the Company knows or has
reasonable cause to believe that the person in question is or may be interested
in the shares;  (b)the
prescribed period is 14 days from the date of service of the
section 212 notice; and  (c)a
transfer of shares is an approved transfer if:  53 
   (i)it is a
transfer of shares pursuant to an acceptance of a takeover offer (within the
meaning of section 428(1) of the Act); or  (ii)the board is
satisfied that the transfer is made pursuant to a sale of the whole of the
beneficial ownership of the shares the subject of the transfer to a party
unconnected with the member and with any other person appearing to be
interested in the shares; or  (iii)the transfer
results from a sale made through a recognised investment exchange as defined in
the Financial Services and Markets Act 2000 or any other stock exchange outside
the United Kingdom on which the Companys shares are normally traded.  Section
216 of the Act  107.Nothing
contained in Article 101, 102, 103, 104, 105 or 106 limits the power of
the Company under section 216 of the Act.  Errors
in voting  108.If any
votes are counted which ought not to have been counted, or might have been
rejected, the error shall not vitiate the result of the voting unless it is
pointed out at the same meeting, or at any adjournment of the meeting, and, in
the opinion of the chairman, it is of sufficient magnitude to vitiate the
result of the voting.  Objection
to voting  109.No
objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting or poll at which the vote objected to is tendered.  Every vote not disallowed at such meeting
shall be valid and every vote not counted which ought to have been counted
shall be disregarded.  Any objection
made in due time shall be referred to the chairman whose decision shall be
final and conclusive.  Voting:
additional provisions  110.On a
poll, votes may be given either personally or by proxy.  A member entitled to more than one vote need
not, if he votes, use all his votes or cast all the votes he uses in the same
way.  PROXIESAND CORPORATE REPRESENTATIVES  Appointment
of proxy: execution  111.The
appointment of a proxy, whether by means of an instrument or contained in an
electronic communication, shall be executed in such manner as may be approved
by or on behalf of the Company from time to time.  Subject thereto, the appointment of a proxy shall be executed by
the appointor or any person duly authorised by the appointor or, if the
appointor is a corporation, executed by a duly authorised person or under its
common seal or in any other manner authorised by its constitution.  For the purpose of this Article and Articles
112, 113, 114 and 115, an electronic communication which contains a proxy
appointment need not comprise writing if the board so determines and in such a
case, if the board so determines, the appointment need not be executed but
shall instead be subject to such conditions as the board may approve.  Method
of proxy appointment  112.The
appointment of a proxy shall be in any usual form or in any other form which
the board may approve.  Subject thereto,
the appointment of a proxy may be:  (a)by
means of an instrument; or  54 
   (b)contained
in an electronic communication, if the board so determines.  The board may, if it thinks fit, but subject to the
provisions of the Companies Acts, at the Companys expense send forms of proxy
for use at the meeting and issue invitations contained in electronic
communications to appoint a proxy in relation to the meeting in such form as
may be approved by the board.  The
appointment of a proxy shall not preclude a member from attending and voting in
person at the meeting or poll concerned. 
A member may appoint more than one proxy to attend on the same occasion.  Delivery/receipt
of proxy appointment  113.Without
prejudice to Article 78(b) or to the second sentence of Article 87, the
appointment of a proxy shall:  (a)in the
case of an instrument, be delivered personally or by post to the Office or such
other place within the Republic of Ireland or the United Kingdom as may be
specified by or on behalf of the Company for that purpose:  (i)in the notice
convening the meeting, or  (ii)in any form of
proxy sent by or on behalf of the Company in relation to the meeting,  not less than 48 hours before the time appointed
for holding the meeting or adjourned meeting (or any postponed time appointed
for holding the meeting pursuant to Article 78) at which the person named
in the appointment proposes to vote; or  (b)in the
case of an appointment contained in an electronic communication, where an
address has been specified by or on behalf of the Company for the purpose of
receiving electronic communications:  (i)in the notice
convening the meeting, or  (ii)in any form of
proxy sent by or on behalf of the Company in relation to the meeting, or  (iii)in any
invitation contained in an electronic communication to appoint a proxy issued
by or on behalf of the Company in relation to the meeting,  be received at that address not less than 48 hours
before the time appointed for holding the meeting or adjourned meeting (or any
postponed time appointed for holding the meeting pursuant to Article 78) at
which the person named in the appointment proposes to vote; or  (c)in
either case, where a poll is taken more than 48 hours after it is demanded, be
delivered or received as aforesaid after the poll has been demanded and not
less than 24 hours before the time appointed for the taking of the poll; or  55 
   (d)in the
case only of an instrument, where a poll is not taken forthwith but is taken
not more than 48 hours after it was demanded, be delivered at the meeting at
which the poll was demanded to the chairman or to the secretary or to any
director.  Execution
under authority  114.Where
the appointment of a proxy is expressed to have been or purports to have been
executed by a person on behalf of the holder of a share:  (a)the
Company may treat the appointment as sufficient evidence of the authority of
that person to execute the appointment on behalf of that holder;  (b)that
holder shall, if requested by or on behalf of the Company at any time, send or
procure the sending of any written authority under which the appointment has
been executed, or a copy of such authority certified notarially or in some
other way approved by the board, to such address and by such time as may be
specified in the request and, if the request is not complied with in any
respect, the appointment may be treated as invalid; and  (c)whether
or not a request under Article 108(b) has been made or complied with, the
Company may determine that it has insufficient evidence of the authority of
that person to execute the appointment on behalf of that holder and may treat
the appointment as invalid.  Validity
of proxy appointment  115.A proxy
appointment which is not delivered or received in accordance with
Article 113 shall be invalid.  When
two or more valid proxy appointments are delivered or received in respect of
the same share for use at the same meeting, the one which was last delivered or
received shall be treated as replacing and revoking the others as regards that
share.  The board may determine at its
discretion when a proxy appointment shall be treated as delivered or received
for the purposes of these Articles.  Rights
of proxy  116.A proxy
appointment shall be deemed to include the right to demand, or join in
demanding, a poll but shall not confer any further right to speak at a meeting,
except with the permission of the chairman. 
The proxy appointment shall also, unless it provides to the contrary, be
deemed to confer authority on the proxy to vote or abstain from voting as the
proxy thinks fit on any amendment of a resolution and on any procedural motion
or resolution put to the meeting to which it relates and on any other business
not referred to in the notice of meeting which may properly come before the
meeting to which it relates.  The proxy
appointment shall, unless it provides to the contrary, be valid for any
adjournment of the meeting as well as for the meeting to which it relates.  Corporate
representatives  117.Any
corporation which is a member of the Company (in this Article the grantor) may, by resolution of its directors
or other governing body, authorise such person as it thinks fit to act as its
representative at any meeting of the Company or 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 as the grantor could exercise if it were an individual member of
the Company, save that a director, the secretary or other person authorised for
the purpose by the secretary may require such person to produce a certified
copy of the resolution of authorisation before  56 
   permitting him to exercise his powers.  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.  Revocation
of authority  118.A vote
given or poll demanded by a proxy or by the duly authorised representative of a
corporation shall be valid notwithstanding the previous determination of the
authority of the person voting or demanding the poll unless notice of the
determination was either delivered or received as mentioned in the following
sentence at least three hours before the start 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. 
Such notice of determination shall be either by means of an instrument
delivered to the Office or to such other place within the Republic of Ireland or
the United Kingdom as may be specified by or on behalf of the Company in
accordance with Article 113(a) or contained in an electronic communication
received at the address (if any) specified by or on behalf of the Company in
accordance with Article 113(b), regardless of whether any relevant proxy
appointment was effected by means of an instrument or contained in an
electronic communication.  For the
purpose of this Article, an electronic communication which contains such notice
of determination need not comprise writing if the board has determined that the
electronic communication which contains the relevant proxy appointment need not
comprise writing.  NUMBEROF DIRECTORS  Limits
on number of directors  119.Unless
otherwise determined by ordinary resolution, the number of directors (other
than alternate directors) shall be not less than three nor more than 13 in
number, provided that the minimum or maximum number of directors shall include
such number of directors as are nominated by the ESOT pursuant to Article 120.  APPOINTMENTAND RETIREMENT OF DIRECTORS  ESOT
appointed directors  120.The ESOT
shall be entitled, by notice in writing signed by it and left at the Office, to
appoint:  (a)three
non-executive directors for so long as the ESOT (together with any nominee of
the ESOT) holds not less than 18 per cent. of the issued Ordinary Shares;  (b)two
non-executive directors for so long as the ESOT (together with any nominee of
the ESOT) holds not less than 10 per cent. but less than 18 per cent. of the
issued Ordinary Shares; and  (c)one
non-executive director for so long as the ESOT (together with any nominee of
the ESOT) holds not less than 1 per cent. but less than 10 per cent. of the
issued Ordinary Shares.  The ESOT shall have the right to remove any such
person so appointed for any reason whatsoever and to appoint another person in
his place.  Subject to the Act, a
director so appointed (an ESOT
Appointee Director) shall not be removed from the board of  57 
   directors other than at the written request of the
ESOT.  Following any removal or
resignation of an ESOT Appointee Director as a member of the board of directors
, whether in accordance with Articles 121 or 122 or the Act or otherwise
(including by reason of death, disqualification or otherwise), the ESOT shall
be entitled to appoint further nominee(s) of the ESOT as member(s) of the board
of directors subject only to the provisions of this Article 120.  The ESOT shall be entitled to nominate any person(s)
at its sole discretion to be an ESOT Appointee Director.  Any notice given pursuant to this Article
shall take effect immediately upon delivery to the Office or upon its being
produced to a meeting of the directors. 
Whenever the ESOTs right to appoint directors is reduced as a consequence
of a reduction in its percentage holding of the issued Ordinary Shares below
the levels set out in this Article, the ESOT shall, if requested to do so by
the board, be obliged to remove such number of ESOT Appointee Directors as are
required to reduce the ESOT Appointee Directors to the number it is then
entitled to appoint and the board shall be entitled to remove any such surplus
directors should the ESOT fail or be delayed in doing so.  The ESOT Appointee Directors shall abstain
from voting on any resolution of the board to consider the removal of any ESOT
Appointee Director pursuant to this Article 120.  For the avoidance of doubt, the right of the ESOT to appoint an
ESOT Appointee Director pursuant to this Article 120 shall, but in relation to
any variation of such right only, attach to the Ordinary Shares held by the
ESOT from time to time and such shares shall constitute a separate class of
shares for so long as such right exists.  Number
of directors to retire  121.At every
annual general meeting one-third of the directors or, if their number is not
three or a multiple of three, the number nearest to one-third shall retire from
office; but if any director has at the start of the annual general meeting been
in office for three years or more since his last appointment or re-appointment,
he shall retire at that annual general meeting.  In the event that an ESOT Appointee Director retires pursuant to
this Article 121 and is not re-appointed, the ESOT shall be entitled to appoint
another nominee (provided such nominee is not the same person as the ESOT
Appointee Director who has just retired and not been re-appointed) to be an
ESOT Appointee Director in accordance with Article 120.  Which
directors to retire  122.Subject
to the provisions of the Companies Acts and these Articles, the directors to
retire by rotation shall be, first, those who wish to retire and not be
re-appointed to office and, second, those who have been longest in office since
their last appointment or re-appointment. 
As between persons who became or were last re-appointed directors on the
same day those to retire shall (unless they otherwise agree among themselves)
be determined by lot.  The directors to
retire on each occasion (both as to number and identity) shall be determined by
the composition of the board at the date of the notice convening the annual
general meeting.  No director shall be
required to retire or be relieved from retiring or be retired by reason of any
change in the number or identity of the directors after the date of the notice
but before the close of the meeting.  When
director deemed to be re-appointed  123.If the
Company does not fill the vacancy at the meeting at which a director retires by
rotation or otherwise, the retiring director shall, if willing to act, be
deemed to have been re-appointed unless at the meeting it is resolved not to
fill the vacancy or unless a resolution for the re-appointment of the director
is put to the meeting and lost.  58 
   Eligibility
for election  124.No
person other than a director retiring by rotation shall be appointed a director
at any general meeting unless:  (a)he is
recommended by the board; or  (b)in the
case of an ESOT Appointee Director, he is nominated by the ESOT; or  (c)not
less than 14 nor more than 42 clear days before the date appointed for the
meeting, notice executed by a member qualified to vote at the meeting (not
being the person to be proposed) has been received by the Company of the
intention to propose that person for appointment stating the particulars which
would, if he were so appointed, be required to be included in the Companys
register of directors, together with notice executed by that person of his
willingness to be appointed.  Separate
resolutions on appointment  125.Except
as otherwise authorised by the Companies Acts, the appointment of any person
proposed as a director shall be effected by a separate resolution.  Additional
powers of the Company  126.Subject
as aforesaid, the Company may by ordinary resolution appoint a person who is
willing to act to be a director either to fill a vacancy or as an additional
director and may also determine the rotation in which any additional directors
are to retire.  The appointment of a
person to fill a vacancy or as an additional director shall take effect from
the end of the meeting.  Appointment
by board  127.The
board may appoint a person who is willing to act to be a director, either to
fill a vacancy or as an additional director and in either case whether or not
for a fixed term, provided that the appointment does not cause the number of
directors to exceed the number, if any, fixed by or in accordance with these
Articles as the maximum number of directors. 
Irrespective of the terms of his appointment, a director so appointed
shall hold office only until the next following annualgeneral
meeting and shall not be taken into account in determining the directors who
are to retire by rotation at the meeting. 
If not re-appointed at such annual general meeting, he shall vacate
office at its conclusion.  Position
of retiring directors  128.A
director who retires at an annual general meeting may, if willing to act, be
re-appointed.  If he is not
re-appointed, he shall retain office until the meeting appoints someone in his
place, or if it does not do so, until the end of the meeting.  Age
limit  129.No
person shall be disqualified from being appointed or re-appointed a director,
and no director shall be required to vacate that office, by reason only of the
fact that he has attained the age of 70 years or any other age nor shall it be
necessary by reason of his age to give special notice under the Companies Acts
of any resolution.  Where the board
convenes any general meeting of the Company at which (to the knowledge of the
board) a director will be proposed for appointment or re-appointment who at the
date for which the meeting is convened will have attained the age of 70 or
more, the board shall give notice of his age in years in the notice convening
the meeting or in any document sent with the notice, but the accidental
omission to do so shall not invalidate any proceedings, or any appointment or
re-appointment of that director, at that meeting.  59 
   No
share qualification  130.A
director shall not be required to hold any shares in the capital of the Company
by way of qualification.  ALTERNATEDIRECTORS  Power
to appoint alternates  131.Any
director (other than an alternate director) may appoint any other director, or
any other person approved by resolution of the board and willing to act, to be
an alternate director and may remove from office an alternate director so
appointed by him.  Alternates
entitled to receive notice  132.An
alternate director shall be entitled to receive notice of all meetings of the
board and of all meetings of committees of the board of which his appointor is
a member, to attend and vote at any such meeting at which his appointor is not
personally present, and generally to perform all the functions of his appointor
(except as regards power to appoint an alternate) as a director in his
absence.  It shall not be necessary to
send notice of such a meeting to an alternate director who is absent from the
United Kingdom.  Alternates
representing more than one director  133.A
director or any other person may act as alternate director to represent more
than one director, and an alternate director shall be entitled at meetings of
the board or any committee of the board to one vote for every director whom he
represents (and who is not present) in addition to his own vote (if any) as a
director, but he shall count as only one for the purpose of determining whether
a quorum is present.  Expenses
and remuneration of alternates  134.An
alternate director may be repaid by the Company such expenses as might properly
have been repaid to him if he had been a director but shall not be entitled to
receive any remuneration from the Company in respect of his services as an
alternate director except such part (if any) of the remuneration otherwise
payable to his appointor as such appointor may by notice to the Company from
time to time direct.  An alternate
director shall be entitled to be indemnified by the Company to the same extent
as if he were a director.  Termination
of appointment  135.An
alternate director shall cease to be an alternate director:  (a)if his
appointor ceases to be a director; but, if a director retires by rotation or
otherwise but is re-appointed or deemed to have been re-appointed at the
meeting at which he retires, any appointment of an alternate director made by
him which was in force immediately prior to his retirement shall continue after
his re-appointment; or  (b)on the
happening of any event which, if he were a director, would cause him to vacate
his office as director; or  (c)if he
resigns his office by notice to the Company.  Method
of appointment and revocation  136.Any
appointment or removal of an alternate director shall be by notice to the
Company executed by the director making or revoking the appointment and shall
take effect in accordance with the terms of the notice (subject to any approval
required by Article 131) on receipt of such notice by the Company which
shall, in the case of a notice contained in an instrument, be at the Office or,
in the case of a notice contained  60 
   in an electronic communication, be at such
address (if any) for the time being notified by or on behalf of the Company for
that purpose.  Alternate not an agent of
appointor  137.Except
as otherwise expressly provided in these Articles, an alternate director shall
be deemed for all purposes to be a director. 
Accordingly, except where the context otherwise requires, a reference to
a director shall be deemed to include a reference to an alternate
director.  An alternate director shall
alone be responsible for his own acts and defaults and he shall not be deemed
to be the agent of the director appointing him.  POWERSOF THE BOARD  Business
to be managed by board  138.Subject
to the provisions of the Companies Acts, the Memorandum and these Articles and
to any directions given by special resolution, the business of the Company
shall be managed by the board which may exercise all the powers of the Company,
including without limitation the power to dispose of all or any part of the
undertaking of the Company.  No
alteration of the Memorandum or Articles and no such direction shall invalidate
any prior act of the board which would have been valid if that alteration had
not been made or that direction had not been given.  The powers given by this Article shall not be limited by any
special power given to the board by these Articles.  A meeting of the board at which a quorum is present may exercise
all powers exercisable by the board.  Exercise
by Company of voting rights  139.The
board may exercise the voting power conferred by the shares in any body
corporate held or owned by the Company in such manner in all respects as it
thinks fit (including without limitation the exercise of that power in favour
of any resolution appointing its members or any of them directors of such body
corporate, or voting or providing for the payment of remuneration to the
directors of such body corporate).  DELEGATIONOF POWERS OF THE BOARD  Committees
of the board  140.The
board may delegate any of its powers to any committee consisting of one or more
directors.  The board may also delegate
to any director such of its powers as the board considers desirable to be
exercised by him.  Any such delegation
shall, in the absence of express provision to the contrary in the terms of
delegation, be deemed to include authority to sub-delegate to one or more
directors (whether or not acting as a committee) or to any employee or agent of
the Company all or any of the powers delegated and may be made subject to such
conditions as the board may specify, and may be revoked or altered.  The board may co-opt on to any such
committee persons other than directors, who may enjoy voting rights in the committee.  The co-opted members shall be less than
one-half of the total membership of the committee and a resolution of any
committee shall be effective only if a majority of the members present are
directors.  Subject to any conditions
imposed by the board, the proceedings of a committee with two or more members
shall be governed by these Articles regulating the proceedings of directors so
far as they are capable of applying. 
For so long as the ESOT is entitled to appoint at least one director
pursuant to Article 120, the ESOT shall be entitled to appoint no more than one
of the directors appointed by it in accordance with such Article to each
committee established by the board in accordance with this Article, provided
that such appointment does not contravene the Combined Code, the Listing Rules
or any other rules or codes of corporate  61 
   governance which apply to the Company or
which have been adopted by the board from time to time.  For the avoidance of doubt, the right of the
ESOT, under this Article, to appoint no more than one of the directors
appointed by it in accordance with Article 120 to each committee established by
the board shall attach to the Ordinary Shares held by the ESOT from time to time
and such shares shall, but in relation to any variation of such right only,
constitute a separate class of shares for so long as such right exists.  Local
boards etc.  141.The
board may establish local or divisional boards or agencies for managing any of
the affairs of the Company (provided such boards or agencies are established
and hold their meetings in the Republic of Ireland) and may appoint any persons
to be members of the local or divisional boards, or any managers or agents, and
may fix their remuneration.  The board
may delegate to any local or divisional board, manager or agent any of the
powers, authorities and discretions vested in or exercisable by the board, with
power to sub-delegate, and may authorise the members of any local or divisional
board, or any of them, to fill any vacancies and to act notwithstanding
vacancies.  Any appointment or
delegation made pursuant to this Article may be made on such terms and subject
to such conditions as the board may decide. 
The board may remove any person so appointed 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.  Agents  142.The
board may, by power of attorney or otherwise, appoint any person to be the
agent of the Company for such purposes, with such powers, authorities and
discretions (not exceeding those vested in the board) and on such conditions as
the board determines, including without limitation authority for the agent to
delegate all or any of his powers, authorities and discretions, and may revoke
or vary such delegation.  Offices
including title director  143.The
board may 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 terminate any
such appointment 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 the
holder is a director of the Company, and the holder shall not thereby be
empowered in any respect to act as, or be deemed to be, a director of the
Company for any of the purposes of these Articles.  DISQUALIFICATION AND REMOVAL OF DIRECTORS  Disqualification
as a director  144.The
office of a director shall be vacated if:  (a)he
ceases to be a director by virtue of any provisions of the Companies Acts or
these Articles or he becomes prohibited by law from being a director; or  (b)he
becomes bankrupt or makes any arrangement or composition with his creditors
generally or applies to the court for an interim order under section 253
of the Insolvency Act 1986 in connection with a voluntary arrangement under the
Insolvency Act 1986; or  62 
   (c)he is,
or may be, suffering from mental disorder and either:  (i)he is
admitted to hospital in pursuance of an application for admission for treatment
under the Mental Health Act 1983 or, in Scotland, an application for admission
under the Mental Health (Scotland) Act 1984; or  (ii)an order is
made by a court having jurisdiction (whether in the Republic of Ireland or the
United Kingdom or elsewhere) in matters concerning mental disorder for his
detention or for the appointment of a receiver, curator bonis or other person
to exercise powers with respect to his property or affairs; or  (d)he
resigns his office by notice to the Company or, having been appointed for a
fixed term, the term expires or his office as a director is vacated pursuant to
Article 127; or  (e)he has
been absent for more than six consecutive months without permission of the
board from meetings of the board held during that period and his alternate
director (if any) has not attended in his place during that period and the
board resolves that his office be vacated; or  (f)he is
requested to resign in writing by not less than three quarters of the other
directors.  In calculating the number of
directors who are required to make such a request to the director, (i) an
alternate director appointed by him acting in his capacity as such shall be
excluded; and (ii) a director and any alternate director appointed by him and
acting in his capacity as such shall constitute a single director for this
purpose, so that execution by either shall be sufficient.  145.For the
avoidance of doubt, if the office of a director is vacated for any reason, he
shall cease to be a member of any committee or sub-committee of the board and
shall cease to be a member of any local or divisional boards or agencies
established for managing any of the affairs of the Company.  Power
of Company to remove director  146.The
Company may, without prejudice to the provisions of the Companies Acts and
Article 120, by ordinary resolution (notice of which is given on at least 14
clear days notice) remove any director from office (notwithstanding any
provision of these Articles or of any agreement between the Company and such
director, but without prejudice to any claim he may have for damages for breach
of any such agreement).  The Company
may, by ordinary resolution, appoint another person in place of a director
removed from office in accordance with Article 124.  Any person so appointed shall, for the purpose of determining the
time at which he or any other director is to retire by rotation, be treated as
if he had become a director on the day on which the director in whose place he
is appointed was last elected a director. 
In default of such appointment the vacancy arising on the removal of a
director from office may be filled as a casual vacancy.  63 
   NON-EXECUTIVE DIRECTORS  Arrangements
with non-executive directors  147.Subject
to the provisions of the Companies Acts, the board may enter into, vary and
terminate an agreement or arrangement with any director who does not hold
executive office for the provision of his services to the Company.  Subject to Article 145 and 146, any such
agreement or arrangement may be made on such terms as the board determines.  Ordinary
remuneration  148.The
ordinary remuneration of the directors who do not hold executive office for
their services (excluding amounts payable under any other provision of these
Articles) shall not exceed in aggregate 1,500,000 per annum or such higher
amount as the Company may from time to time by ordinary resolution
determine.  Subject thereto, each such
director shall be paid a fee for their services (which shall be deemed to
accrue from day to day) at such rate as may from time to time be determined by
the board.  Additional
remuneration for special services  149.Any
director who does not hold executive office and who performs special services
which in the opinion of the board are outside the scope of the ordinary duties
of a director, may (without prejudice to the provisions of Article 148) be
paid such extra remuneration by way of an additional fee, salary, commission or
otherwise as the board may determine.  DIRECTORS EXPENSES  Directors
may be paid expenses  150.The
directors may be paid all travelling, hotel, and other expenses properly
incurred by them in connection with their attendance at meetings of the board
or committees of the board, general meetings or separate meetings of the
holders of any class of shares or of debentures of the Company or otherwise in
connection with the discharge of their duties.  EXECUTIVE DIRECTORS  Appointment
to executive office  151.Subject
to the provisions of the Companies Acts, the board may appoint one or more of
its body to be the holder of any executive office (except that of auditor) in
the Company and may enter into an agreement or arrangement with any such
director for his employment by the Company or for the provision by him of any
services outside the scope of the ordinary duties of a director.  Any such appointment, agreement or
arrangement may be made on such terms, including without limitation terms as to
remuneration, as the board determines. 
The board may revoke or vary any such appointment but without prejudice
to any rights or claims which the person whose appointment is revoked or varied
may have against the Company because of the revocation or variation.  Termination
of appointment to executive office  152.Any
appointment of a director to an executive office shall terminate if he ceases
to be a director but without prejudice to any rights or claims which he may
have against the Company by reason of such cessation.  A director appointed to an executive office shall not cease to be
a director merely because his appointment to such executive office terminates.  64 
   Emoluments
to be determined by the board  153.The
emoluments of any director holding executive office for his services as such
shall be determined by the board, and may be of any description, including
without limitation admission to, or continuance of, membership of any scheme
(including any share acquisition scheme) or fund instituted or established or
financed or contributed to by the Company for the provision of pensions, life
assurance or other benefits for employees or their dependants, or the payment
of a pension or other benefits to him or his dependants on or after retirement
or death, apart from membership of any such scheme or fund.  DIRECTORS INTERESTS  Directors
may contract with the Company  154.Subject
to the provisions of the Companies Acts, and provided that he has disclosed to
the board the nature and extent of any material interest of his, a director
notwithstanding his office:  (a)may be
a party to, or otherwise interested in, any transaction or arrangement with the
Company or in which the Company is otherwise interested;  (b)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;  (c)may be
a director or other officer of, or employed by, or a party to any transaction
or arrangement with, or otherwise interested in, any body corporate promoted by
the Company or in which the Company is otherwise interested; and  (d)shall
not, by reason of his office, be accountable to the Company for any benefit
which he derives from any such office or employment or from any such transaction
or arrangement or from any interest in any such body corporate and no such
transaction or arrangement shall be liable to be avoided on the ground of any
such interest or benefit.  Notification
of interests  155.For the
purposes of Article 154:  (a)a
general notice given to the board that a director is to be regarded as having
an interest of the nature and extent specified in the notice in any transaction
or arrangement in which a specified person or class of persons is interested
shall be deemed to be a disclosure that the director has an interest in any
such transaction of the nature and extent so specified; and  (b)an
interest of which a director has no knowledge and of which it is unreasonable
to expect him to have knowledge shall not be treated as an interest of his.  GRATUITIES, PENSIONS AND INSURANCE  Gratuities
and pensions  156.The
board may (by establishment of, or maintenance of, schemes or otherwise)
provide benefits, whether by the payment of gratuities or pensions or by
insurance or otherwise, for any past or present director or employee of the
Company  65 
   or any of its subsidiary undertakings or
any body corporate associated with, or any business acquired by, any of them,
and for any member of his family (including a spouse and a former spouse) or
any person who is or was dependent on him, and may (as well before as after he
ceases to hold such office or employment) contribute to any fund and pay
premiums for the purchase or provision of any such benefit.  Insurance  157.Without
prejudice to the provisions of Article 222, the board may exercise all the
powers of the Company to purchase and maintain insurance for or for the benefit
of any person who is or was:  (a)a
director, officer or employee of the Company, or any body which is or was the
holding company or subsidiary undertaking of the Company, or in which the
Company or such holding company or subsidiary undertaking has or had any
interest (whether direct or indirect) or with which the Company or such holding
company or subsidiary undertaking is or was in any way allied or associated; or  (b)a
trustee of any pension fund in which employees of the Company or any other body
referred to in Article 157(a) is or has been interested,  including without limitation insurance against any
liability incurred by such person in respect of any act or omission in the
actual or purported execution or discharge of his duties or in the exercise or
purported exercise of his powers or otherwise in relation to his duties, powers
or offices in relation to the relevant body or fund.  Directors
not liable to account  158.No
director or former director shall be accountable to the Company or the members
for any benefit provided pursuant to these Articles.  The receipt of any such benefit shall not disqualify any person
from being or becoming a director of the Company.  Section
719 of the Act  159.Pursuant
to section 719 of the Act, the board is hereby authorised to make such
provision as may seem appropriate for the benefit of any persons employed or
formerly employed by the Company or any of its subsidiary undertakings in
connection with the cessation or the transfer of the whole or part of the
undertaking of the Company or any subsidiary undertaking.  Any such provision shall be made by a
resolution of the board in accordance with section 719.  PROCEEDINGS OFTHE BOARD  Convening
meetings  160.Subject
to the provisions of these Articles, the board may regulate its proceedings as
it thinks fit.  A director may, and the
secretary at the request of a director shall, call a meeting of the board.  All meetings of the board shall be held in
the Republic of Ireland.  Notice of a
board meeting shall be deemed to be properly sent to a director if it is given
to him personally or by word of mouth or sent by instrument to him, at his last
known address or such other address (if any) as may for the time being be
notified by him or on his behalf to the Company for that purpose, or sent using
electronic communications to such address (if any) for the time being notified
by him or on his behalf to the Company for that purpose.  A director absent or intending to be absent
from the Republic of Ireland may request the board that notices of board
meetings shall during his absence be sent by instrument to him at  66 
   such address (if any) for the time being
notified by him or on his behalf to the Company for that purpose, or sent using
electronic communications to such address (if any) for the time being notified
by him or on his behalf to the Company for that purpose, but such notices need
not be sent any earlier than notices sent to directors not so absent and, if no
such request is made to the board, it shall not be necessary to send notice of
a board meeting to any director who is for the time being absent from the
Republic of Ireland.  No account is to
be taken of directors absent from the Republic of Ireland when considering the
adequacy of the period of notice of the meeting.  Questions arising at a meeting shall be decided by a majority of
votes.  In the case of an equality of
votes, the chairman shall have a second or casting vote.  Any director may waive notice of a meeting
and any such waiver may be retrospective. 
Any electronic communication pursuant to this Article need not comprise
writing if the board so determines.  Quorum  161.The
quorum 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 three directors
physically present in one location in the Republic of Ireland (or as deemed to
be present pursuant to Article 165). 
For the avoidance of doubt, any meeting or purported meeting held
outside the Republic of Ireland shall be void. 
A person who holds office only as an alternate director shall, if his
appointor is not present, be counted in the quorum.  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 director objects.  Powers
of directors if number falls below minimum  162.The
continuing directors or a sole continuing director may act notwithstanding any
vacancies in their number, but, if the number of directors is less than the
number fixed as the quorum, the continuing directors or director may act only
for the purpose of filling vacancies or of calling a general meeting.  Chairman
and vice chairman  163.The
board may appoint one of their number to be the chairman of the board and may
at any time remove him from such office. 
The vice chairman shall be appointed:  (a)by the
ESOT for a period of three years from Admission;  (b)thereafter,
by the ESOT, for so long as the ESOT is entitled to appoint not less than two
directors pursuant to Article 120; or  (c)if at
any time after three years from Admission, Article 163(b) does not apply, by
the board appointing one of their number to be vice chairman, with the board
being entitled to remove him at any time from such office.  For the avoidance of doubt, if the ESOT ceases to be
entitled to appoint the vice chairman under Article 163(b) but subsequently is
entitled to appoint two directors or more under Article 120, the ESOTs right
to appoint the vice chairman pursuant to Article 163(b) shall reapply from the
time that such subsequent entitlement commences.  Furthermore, the right of the ESOT to appoint the vice chairman,
in accordance with this Article, shall attach to the Ordinary Shares from time
to time held by the ESOT and such shares shall, but in relation to any
variation of such right only, constitute a separate class of shares for so long
as such right exists.  Unless he is  67 
   unwilling to do so, the director appointed as
chairman, or in his stead the director appointed as vice chairman, shall
preside at every meeting of the board at which he is present.  If there is no director holding either of
those offices, or if neither the chairman nor the vice chairman is willing to
preside or neither of them is present within five minutes after the time
appointed for the meeting, the directors present may appoint one of their
number to be chairman of the meeting.  Validity
of acts of the board  164.All acts
done by a meeting of the board, or of a committee of the board, or by a person
acting as a director or alternate director, shall, notwithstanding that it be
afterwards discovered that there was a defect in the appointment of any
director or any member of the committee or alternate director or that any of
them were disqualified from holding office, or had vacated office, or were not
entitled to vote, be as valid as if every such person had been duly appointed
and was qualified and had continued to be a director or, as the case may be, an
alternate director and had been entitled to vote.  Meetings
by telephone etc.  165.Without
prejudice to the first sentence of Article 160, a person entitled to be present
at a meeting of the board or of a committee of the board shall be deemed to be
present for all purposes if he is present in the Republic of Ireland and able
(directly or by telephonic communication) to speak to and be heard by all those
present or deemed to be present simultaneously.  A director so deemed to be present shall be entitled to vote and
be counted in a quorum accordingly. 
Such a meeting shall be deemed to take place where it is convened to be
held or (if no director is present in that place) where the largest group of
those participating is assembled, or, if there is no such group, where the
chairman of the meeting is.  The word meeting in these
Articles shall be construed accordingly.  Directors
power to vote on contracts in which they are interested  166.Except
as otherwise provided by these Articles, a director shall not vote at a meeting
of the board or a committee of the board on any resolution of the board
concerning a matter in which he has an interest (other than by virtue of his
interests in shares or debentures or other securities of, or otherwise in or
through, the Company) which (together with any interest of any person connected
with him) is to his knowledge material unless his interest arises only because
the resolution concerns one or more of the following matters:  (a)the
giving of a guarantee, security or indemnity in respect of money lent or
obligations incurred by him or any other person at the request of or for the
benefit of, the Company or any of its subsidiary undertakings;  (b)the
giving of a guarantee, security or indemnity in respect of a debt or obligation
of the Company or any of its subsidiary undertakings for which the director has
assumed responsibility (in whole or part and whether alone or jointly with
others) under a guarantee or indemnity or by the giving of security;  (c)a
contract, arrangement, transaction or proposal concerning an offer of shares,
debentures or other securities of the Company or any of its subsidiary
undertakings for subscription or purchase, in which offer he is or may be
entitled to participate as a holder of securities or in the underwriting or
sub-underwriting of which he is to participate;  68 
   (d)a
contract, arrangement, transaction or proposal concerning any other body
corporate in which he or any person connected with him is interested, directly
or indirectly, and whether as an officer, shareholder, creditor or otherwise,
if he and any persons connected with him do not to his knowledge hold an
interest (as that term is used in sections 198 to 211 of the Act) representing
one per cent. or more of either any class of the equity share capital
(excluding any shares of that class held as treasury shares) of such body
corporate (or any other body corporate through which his interest is derived)
or of the voting rights available to members of the relevant body corporate
(any such interest being deemed for the purpose of this Article to be a
material interest in all circumstances);  (e)a
contract, arrangement, transaction or proposal for the benefit of employees of
the Company or of any of its subsidiary undertakings which does not award him
any privilege or benefit not generally accorded to the employees to whom the
arrangement relates; and  (f)a
contract, arrangement, transaction or proposal concerning any insurance which
the Company is empowered to purchase or maintain for, or for the benefit of,
any directors of the Company or for persons who include directors of the
Company.  Interests
of connected person and alternate director  167.For the
purposes of Article 166, an interest of a person who is, for any purpose
of the Companies Acts (excluding any statutory modification of the Companies
Acts not in force when this Article is adopted), connected with a director
shall be treated as an interest of the director and, in relation to an
alternate director, an interest of his appointor shall be treated as an
interest of the alternate director without prejudice to any interest which the
alternate director has otherwise.  168.The
Company may by ordinary resolution suspend or relax to any extent, either
generally or in respect of any particular matter, any provision of these
Articles prohibiting a director from voting at a meeting of directors or of a
committee of directors.  Division
of proposals  169.Where
proposals are under consideration concerning the appointment (including without
limitation fixing or varying the terms of appointment) of two or more directors
to offices or employments with the Company or any body corporate in which the
Company is interested, the proposals may be divided and considered in relation
to each director separately.  In such
cases each of the directors concerned shall be entitled to vote in respect of
each resolution except that concerning his own appointment.  Decision
of chairman final and conclusive  170.If a
question arises at a meeting of the board or of a committee of the board as to
the entitlement of a director to vote or to be counted in a quorum, the
question may, before the conclusion of the meeting, be referred to the chairman
of the meeting and his ruling in relation to any director other than himself
shall be final and conclusive except in a case where the nature or extent of
the interests of the director concerned have not been fairly disclosed.  If any such question arises in respect of
the chairman of the meeting, it shall be decided by resolution of the board (on
which the chairman  69 
   shall not vote) and such resolution will be
final and conclusive except in a case where the nature and extent of the
interests of the chairman have not been fairly disclosed.  SECRETARY  Appointment
and removal of secretary  171.Subject
to the provisions of the Companies Acts, the board shall appoint the secretary
for such term, at such remuneration and on such conditions as it may think fit,
provided that the secretary shall be resident in the Republic of Ireland.  The secretary shall carry out all the duties
of the secretary in the Republic of Ireland save for those which the Act
requires to be carried out in England and Wales and those which the secretary
reasonably considers it is necessary or desirable to be carried out in England
and Wales.  Any secretary so appointed
may be removed by the board, but without prejudice to any claim for damages for
breach of any contract of service between him and the Company.  If at any time the secretary ceases to be
resident in the Republic of Ireland he shall be deemed to be removed as
secretary with immediate effect.  MINUTES  Minutes
required to be kept  172.The
board shall cause minutes to be made in books kept for the purpose of:  (a)all
appointments of officers made by the board; and  (b)all
proceedings at meetings of the Company, the holders of any class of shares in
the capital of the Company, the board and committees of the board, including
the names of the directors present at each such meeting.  Conclusiveness
of minutes  173.Any such
minutes, if purporting to be executed by the chairman of the meeting to which
they relate or of the meeting at which they are read, shall be sufficient
evidence of the proceedings at the meeting without any further proof of the
facts stated in them.  THE
SEAL  Authority
required for execution of deed  174.The seal
shall only be used by the authority of a resolution of the board.  The board may determine who shall sign any
instrument executed under the seal.  If
they do not, it shall be signed by at least one director and the secretary or
by at least two directors.  Any
instrument may be executed under the seal by impressing the seal by mechanical
means or by printing the seal or a facsimile of it on the instrument or by
applying the seal or a facsimile of it by any other means to the
instrument.  An instrument executed,
with the authority of a resolution of the board, by a director and the
secretary or by two directors and expressed (in whatever form of words) to be
executed by the Company has the same effect as if executed under the seal.  For the purpose of the preceding sentence
only, secretary shall have the same meaning as in the Act and not the meaning
given to it by Article 2.  Certificates
for shares and debentures  175.The
board may by resolution determine either generally or in any particular case
that any certificate for shares or debentures or representing any other form of
security may have any signature affixed to it by some mechanical or electronic
means,  70 
   or printed on it or, in the case of a
certificate executed under the seal, need not bear any signature.  Official
seal for use abroad  176.The
Company may exercise the powers conferred by section 39 of the Act with
regard to having an official seal for use abroad.  PLACE
OF BUSINESS  Place
of business  177.The
Company shall have its head office and place of business in the Republic of
Ireland or such other place in the Republic of Ireland as the board may
approve.  REGISTERS  Overseas
and local registers  178.Subject
to the provisions of the Companies Acts and the Regulations, the Company may
keep an overseas or local or other register in any place, and the board may
make, amend and revoke any regulations it thinks fit about the keeping of that
register.  Authentication
and certification of copies and extracts  179.Any
director or the secretary or any other person appointed by the board for the
purpose shall have power to authenticate and certify as true copies of and
extracts from:  (a)any
document comprising or affecting the constitution of the Company, whether in
physical form or electronic form;  (b)any
resolution passed by the Company, the holders of any class of shares in the
capital of the Company, the board or any committee of the board, whether in
physical form or electronic form; and  (c)any
book, record and document relating to the business of the Company, whether in
physical form or electronic form (including without limitation the accounts).  If certified in this way, a document purporting to be
a copy of a resolution, or the minutes or an extract from the minutes of a
meeting of the Company, the holders of any class of shares in the capital of
the Company, the board or a committee of the board, whether in physical form or
electronic form, shall be conclusive evidence in favour of all persons dealing
with the Company in reliance on it or them that the resolution was duly passed
or that the minutes are, or the extract from the minutes is, a true and
accurate record of proceedings at a duly constituted meeting.  DIVIDENDS  Declaration
of dividends  180.Subject
to the provisions of the Companies Acts, the Company may by ordinary resolution
declare dividends in accordance with the respective rights of the members, but
no dividend shall exceed the amount recommended by the board.  Interim
dividends  181.Subject
to the provisions of the Companies Acts, the board may pay interim dividends if
it appears to the board that they are justified by the profits of the  71 
   Company available for distribution.  If the share capital is divided into different
classes, the board may:  (a) pay
interim dividends on shares which confer deferred or non-preferred rights with
regard to dividends as well as on shares which confer preferential rights with
regard to dividends, but no interim dividend shall be paid on shares carrying
deferred or non-preferred rights if, at the time of payment, any preferential
dividend is in arrears; and  (b)pay at
intervals settled by it any dividend payable at a fixed rate if it appears to
the board that the profits available for distribution justify the payment.  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 by the lawful payment of an interim dividend on any shares
having deferred or non-preferred rights.  Declaration
and payment in different currencies  182.Dividends
may be declared and paid in any currency or currencies that the board shall
determine.  The board may also determine
the exchange rate and the relevant date for determining the value of the
dividend in any currency.  Apportionment
of dividends  183.Except
as otherwise provided by the rights attached to shares, all dividends shall be
declared and paid according to the amounts paid up on the shares on which the
dividend is paid; but no amount paid on a share in advance of the date on which
a call is payable shall be treated for the purpose of this Article as paid on
the share.  All dividends shall be
apportioned and paid proportionately to the amounts paid up on the shares
during any portion or portions of the period in respect of which the dividend
is paid; but, if any share is allotted or issued on terms providing that it
shall rank for dividend as from a particular date, that share shall rank for
dividend accordingly.  Dividends
in specie  184.A
general meeting declaring a dividend may, on the recommendation of the board,
by ordinary resolution direct that it shall be satisfied wholly or partly by
the distribution of assets, including without limitation paid up shares or
debentures of another body corporate. 
The board may make any arrangements it thinks fit to settle any
difficulty arising in connection with the distribution, including without
limitation (a) the fixing of the value for distribution of any assets, (b) the
payment of cash to any member on the basis of that value in order to adjust the
rights of members, and (c) the vesting of any asset in a trustee.  Scrip
dividends: authorising resolution  185.The
board may, if authorised by an ordinary resolution of the Company (the Resolution), offer any holder of shares
(excluding any member holding shares as treasury shares) the right to elect to
receive shares, credited as fully paid, instead of cash in respect of the whole
(or some part, to be determined by the board) of all or any dividend specified
by the Resolution.  The offer shall be
on the terms and conditions and be made in the manner specified in Article 186
or, subject to those provisions, specified in the Resolution.  Scrip
dividends: procedures  186.The
following provisions shall apply to the Resolution and any offer made pursuant
to it and Article 185:  72 
   (a)the
Resolution may specify a particular dividend, or may specify all or any
dividends declared within a specified period;  (b)each
holder of ordinary shares shall be entitled to that number of new ordinary
shares as are together as nearly as possible equal in value to (but not greater
than) the cash amount (disregarding any tax credit) of the dividend that such
holder elects to forgo (each a new share).  For this purpose, the value of each new
share shall be:  (i)equal to the average quotation for the Companys ordinary shares,
that is, the average of the middle market quotations for those shares on the
London Stock Exchange plc, as derived from the Daily Official List, on the day
on which such shares are first quoted ex the relevant dividend and the four
subsequent dealing days; or  (ii)calculated in
any other manner specified by the Resolution,  but shall never be less than the par value of the new
share.  A certificate or report by the auditors as to the
value of a new share in respect of any dividend shall be conclusive evidence of
that value;  (c)on or
as soon as practicable after announcing that any dividend is to be declared or
recommended, the board, if it intends to offer an election in respect of that
dividend, shall also announce that intention. 
If, after determining the basis of allotment, the board decides to
proceed with the offer, it shall notify the holders of shares of the terms and
conditions of the right of election offered to them, specifying the procedure
to be followed and place at which, and the latest time by which, elections or
notices amending or terminating existing elections must be delivered in order
to be effective;  (d)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 appropriated to give effect to it after the basis of allotment is
determined;  (e)the
board may exclude from any offer any holders of shares where the board believes
the making of the offer to them would or might involve the contravention of the
laws of any territory or that for any other reason the offer should not be made
to them;  (f)the
dividend (or that part of the dividend in respect of which a right of election
has been offered) shall not be payable in cash on shares in respect of which an
election has been made (the elected shares) and
instead such number of new shares shall be allotted to each holder of elected
shares as is arrived at on the basis stated in Article 186(b).  For that purpose the board shall appropriate
out of any amount for the time being standing to the credit of any reserve or
fund (including without limitation the profit and loss account), whether or not
it is available for distribution, a sum equal to the aggregate nominal amount
of the new shares to be allotted and apply it in paying up in full the
appropriate  73 
   number of new shares for allotment and distribution to
each holder of elected shares as is arrived at on the basis stated in Article
186(b);  (g)the
new shares when allotted shall rank equally in all respects with the fully paid
shares of the same class then in issue except that they shall not be entitled
to participate in the relevant dividend;  (h)no
fraction of a share shall be allotted. 
The board may make such provision as it thinks fit for any fractional
entitlements including without limitation payment in cash to holders in respect
of their fractional entitlements, provision for the accrual, retention or
accumulation of all or part of the benefit of fractional entitlements to or by
the Company or to or by or on behalf of any holder or the application of any
accrual, retention or accumulation to the allotment of fully paid shares to any
holder;  (i)the
board may do all acts and things it considers necessary or expedient to give
effect to the allotment and issue of any share pursuant to this Article or
otherwise in connection with any offer made pursuant to this Article and may
authorise any person, acting on behalf of the holders concerned, to enter into
an agreement with the Company providing for such allotment or issue and
incidental matters.  Any agreement made
under such authority shall be effective and binding on all concerned;  (j)the
board may, at its discretion, amend, suspend or terminate any offer pursuant to
this Article.  Permitted
deductions and retentions  187.The
board may deduct from any dividend or other moneys payable to any member in
respect of a share any moneys presently payable by him to the Company in
respect of that share.  Where a person
is entitled by transmission to a share, the board may retain any dividend
payable in respect of that share until that person (or that persons
transferee) becomes the holder of that share.  Procedure
for payment to holders and others entitled  188.Any
dividend or other moneys payable in respect of a share may be paid:  (a)in
cash; or  (b)by
cheque or warrant made payable to or to the order of the holder or person
entitled to payment; or  (c)by any
direct debit, bank or other funds transfer system to the holder or person
entitled to payment or, if practicable, to a person designated by notice to the
Company by the holder or person entitled to payment; or  (d)by any
other method approved by the board and agreed (in such form as the Company
thinks appropriate) by the holder or person entitled to payment including
without limitation in respect of an uncertificated share by means of the
relevant system (subject to the facilities and requirements of the relevant
system).  74 
   Joint
entitlement  189.If two
or more persons are registered as joint holders of any share, or are entitled
by transmission jointly to a share, the Company may:  (a)pay
any dividend or other moneys payable in respect of the share to any one of them
and any one of them may give effectual receipt for that payment; and  (b)for
the purpose of Article 188, rely in relation to the share on the written
direction, designation or agreement of, or notice to the Company by, any one of
them.  Payment
by post  190.A cheque
or warrant may be sent by post:  (a)where
a share is held by a sole holder, to the registered address of the holder of
the share; or  (b)if two
or more persons are the holders, to the registered address of the person who is
first named in the register; or  (c)if a
person is entitled by transmission to the share, as if it were a notice to be
sent under Article 208; or  (d)in any
case, to such person and to such address as the person entitled to payment may
direct by notice to the Company.  Discharge
to Company and risk  191.Payment
of a cheque or warrant by the bank on which it was drawn or the transfer of
funds by the bank instructed to make the transfer or, in respect of an
uncertificated share, the making of payment in accordance with the facilities
and requirements of the relevant system (which, if the relevant system is
CREST, may include the sending by the Company or by any person on its behalf of
an instruction to the Operator of the relevant system to credit the cash
memorandum account of the holder or joint holders or, if permitted by the
Company, of such person as the holder or joint holders may in writing direct)
shall be a good discharge to the Company. 
Every cheque or warrant sent or transfer of funds made by the relevant
bank or system in accordance with these Articles shall be at the risk of the
holder or person entitled.  The Company
shall have no responsibility for any sums lost or delayed in the course of
payment by any method used by the Company in accordance with Article 188.  Interest
not payable  192.No
dividend or other moneys payable in respect of a share shall bear interest
against the Company unless otherwise provided by the rights attached to the
share.  Forfeiture
of unclaimed dividends  193.Any
dividend which has remained unclaimed for 12 years from the date when it became
due for payment shall, if the board so resolves, be forfeited and cease to
remain owing by the Company.  The
payment of any unclaimed dividend or other moneys payable in respect of a share
may (but need not) be paid by the Company into an account separate from the
Companys own account.  Such payment
shall not constitute the Company a trustee in respect of it.  The Company shall be entitled to cease
sending dividend warrants and cheques by post or otherwise to a member if those
instruments have been returned undelivered to, or left uncashed by, that member
on at least two consecutive occasions, or, following one such occasion,
reasonable enquiries have failed to establish the members new address.  The entitlement  75 
   conferred on the Company by this Article in
respect of any member in relation to a dividend unclaimed up to that date shall
cease if the member claims a dividend or cashes a dividend warrant or cheque.  CAPITALISATIONOF PROFITS AND RESERVES  Power
to capitalise  194.The
board may with the authority of an ordinary resolution of the Company:  (a)subject
to the provisions of this Article, resolve to capitalise any undistributed
profits of the Company not required for paying any preferential dividend
(whether or not they are available for distribution) or any sum standing to the
credit of any reserve or other fund, including without limitation the Companys
share premium account, merger reserve and capital redemption reserve, if any;  (b)appropriate
the sum resolved to be capitalised:  (i)for the
purposes of facilitating the Conversion of any shares of one class into shares
of any other class by means of consolidation and sub-division, as contemplated
by Articles 20(aa)(iii) and 20(bb); and  (ii)to the members
or any class of members on the record date specified in the relevant resolution
who would have been entitled to it if it were distributed by way of dividend
and in the same proportions;  (c)apply
that sum on their behalf either in or towards paying up the amounts, if any,
for the time being unpaid on any shares held by them respectively, or in paying
up in full unissued shares, debentures or other obligations of the Company of a
nominal amount equal to that sum but the share premium account, the capital
redemption reserve, and any profits which are not available for distribution
may, for the purposes of this Article, only be applied in paying up unissued
shares to be allotted to members credited as fully paid;  (d)allot
the shares, debentures or other obligations credited as fully paid to those
members, or as they may direct, in those proportions, or partly in one way and
partly in the other;  (e)where
shares or debentures become, or would otherwise become, distributable under
this Article in fractions, make such provision as they think fit for any
fractional entitlements including without limitation authorising their sale and
transfer to any person, resolving that the distribution be made as nearly as
practicable in the correct proportion but not exactly so, ignoring fractions
altogether or resolving that cash payments be made to any members in order to
adjust the rights of all parties;  (f)authorise
any person to enter into an agreement with the Company on behalf of all the
members concerned providing for either:  (i)the allotment
to the members respectively, credited as fully paid, of any shares, debentures
or other obligations to which they are entitled on the capitalisation; or  76 
   (ii)the payment up
by the Company on behalf of the members of the amounts, or any part of the
amounts, remaining unpaid on their existing shares by the application of their
respective proportions of the sum resolved to be capitalised,  and any agreement made under that authority shall be
binding on all such members;  (g)generally
do all acts and things required to give effect to the ordinary resolution; and  (h)for
the purposes of this Article, unless the relevant resolution provides
otherwise, if the Company holds treasury shares of the relevant class at the
record date specified in the relevant resolution, it shall be treated as if it
were entitled to receive the dividends in respect of those treasury shares
which would have been payable if those treasury shares had been held by a
person other than the Company.  RECORDDATES  Record
dates for dividends etc.  195.Notwithstanding
any other provision of these Articles, the Company or the board may:  (a)fix
any date as the record date for any dividend, distribution, allotment or issue,
which 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;  (b)for
the purpose of determining which persons are entitled to attend and vote at a
general meeting of the Company, or a separate general meeting of the holders of
any class of shares in the capital of the Company, and how many votes such
persons may cast, specify in the notice of meeting a time, not more than 48
hours before the time fixed for the meeting, by which a person must be entered
on the register in order to have the right to attend or vote at the meeting;
changes to the register after the time specified by virtue of this
Article 195(b) shall be disregarded in determining the rights of any
person to attend or vote at the meeting; and  (c)for
the purpose of sending notices of general meetings of the Company, or separate
general meetings of the holders of any class of shares in the capital of the
Company, under these Articles, determine that persons entitled to receive such
notices are those persons entered on the register at the close of business on a
day determined by the Company or the board, which day may not be more than 21
clear days before the day that notices of the meeting are sent.  ACCOUNTS  Rights
to inspect records  196.No
member shall (as such) have any right to inspect any accounting records or
other book or document of the Company except as conferred by statute or
authorised by the board or by ordinary resolution of the Company or order of a
court of competent jurisdiction.  77 
   Sending
of annual accounts  197.Subject
to the Companies Acts, a copy of the Companys annual accounts, together with a
copy of the directors report for that financial year and the auditors report
on those accounts shall, at least 21 clear days before the date of the meeting
at which copies of those documents are to be laid in accordance with the
provisions of the Companies Acts, be sent to every member and to every holder
of the Companys debentures of whose address the Company is aware, and to every
other person who is entitled to receive notice of meetings from the Company
under the provisions of the Companies Acts or of these Articles or, in the case
of joint holders of any share or debenture, to one of the joint holders.  Summary
financial statements  198.Subject
to the Companies Acts, the requirements of Article 197 shall be deemed
satisfied in relation to any person by sending to the person, instead of such
copies, a summary financial statement derived from the Companys annual
accounts and the directors report, which shall be as permitted by and in the
form and containing the information prescribed by the Companies Acts and any
regulations made under the Companies Acts.  NOTICES  When
notice required to be in writing; use of electronic communications  199.Any
notice to be sent to or by any person pursuant to these Articles (other than a
notice calling a meeting of the board) shall be in writing.  Any such notice may be sent using electronic
communications to such address (if any) for the time being notified for that
purpose to the person sending the notice by or on behalf of the person to whom
the notice is sent.  Methods
of Company sending notice  200.The
Company shall send any notice or other document pursuant to these Articles to a
member by whichever of the following methods it may in its absolute discretion
determine:  (a)personally;
or  (b)by
posting the notice or other document in a prepaid envelope addressed, in the
case of a member, to his registered address, or in any other case, to the
persons usual address; or  (c)by
leaving the notice or other document at that address; or  (d)by
sending the notice or other document using electronic communications to such
address (if any) for the time being notified to the Company by or on behalf of
the member for that purpose; or  (e)in
accordance with Article 201; or  (f)by
any other method approved by the board.  Website
publication by Company  201.Subject
to the Companies Acts, the Company may also send any notice or other document
pursuant to these Articles to a member by publishing that notice or other
document on a website where:  78 
   (a)the
Company and the member have agreed to him having access to the notice or
document on a website (instead of it being sent to him);  (b)the
notice or document is one to which that agreement applies;  (c)the
member is notified, in a manner for the time being agreed between him and the
Company for the purpose, of:  (i)the
publication of the notice or document on a website;  (ii)the address of
that website; and  (iii)the place on
that website where the notice or document may be accessed, and how it may be
accessed; and  (d)the
notice or document is published on that website throughout the publication
period, provided that, if the notice or document is published on that website
for a part, but not all of, the publication period, the notice or document
shall be treated as being published throughout that period if the failure to
publish that notice or document throughout that period is wholly attributable
to circumstances which it would not be reasonable to have expected the Company
to prevent or avoid.  202.In
Article 201 publication periodmeans:  (a)in the
case of a notice of an adjourned meeting pursuant to Article 87, a period
of not less than seven clear days before the date of the adjourned meeting,
beginning on the day following that on which the notification referred to in
Article 201(c) above is sent or (if later) is deemed sent;  (b)in the
case of a notice of a poll pursuant to Article 95, a period of not less
than seven clear days before the taking of the poll, beginning on the day
following that on which the notification referred to in Article 201(c) above is
sent or (if later) is deemed sent; and  (c)in any
other case, a period of not less than 21 days, beginning on the day following
that on which the notification referred to in Article 201(c) above is sent or
(if later) is deemed sent.  Methods
of member etc. sending notice  203.Unless
otherwise provided by these Articles, a member or a person entitled by
transmission to a share shall send any notice or other document pursuant to
these Articles to the Company by whichever of the following methods he may in
his absolute discretion determine:  (a)by
posting the notice or other document in a prepaid envelope addressed to the
Office; or  (b)by
leaving the notice or other document at the Office; or  79 
   (c)by
sending the notice or other document using electronic communications to such
address (if any) for the time being notified by or on behalf of the Company for
that purpose.  Notice
to joint holders  204.In the
case of joint holders of a share, all notices or other documents shall be sent
to the joint holder whose name stands first in the register in respect of the
joint holding.  Any notice or other
document so sent shall be deemed for all purposes sent to all the joint
holders.  Registered
address outside UK  205.A member
whose registered address is not within the Republic of Ireland or the United
Kingdom and who sends to the Company an address within the Republic of Ireland
or the United Kingdom at which a notice or other document may be sent to him by
instrument or an address to which a notice or other document may be sent using
electronic communications shall be entitled to have notices or other documents sent
to him at that address (provided that, in the case of electronic
communications, the Company so agrees, which agreement the Company shall be
entitled to withhold in its absolute discretion including, without limitation,
in circumstances in which the Company considers that the sending of the notice
or other document to such address using electronic communications would or
might infringe the laws of any other jurisdiction) but otherwise:  (a)no
such member shall be entitled to receive any notice or other document from the
Company; and  (b)without
prejudice to the generality of the foregoing, any notice of a general meeting
of the Company which is in fact sent or purports to be sent to such member
shall be ignored for the purpose of determining the validity of the proceedings
at such general meeting.  Deemed
receipt of notice  206.A member
present, either in person or by proxy, at any meeting of the Company or of the
holders of any class of shares in the capital of the Company shall be deemed to
have been sent notice of the meeting and, where requisite, of the purposes for
which it was called.  Terms
and conditions for electronic communications  207.The
board may from time to time issue, endorse or adopt terms and conditions
relating to the use of electronic communications for the sending of notices,
other documents and proxy appointments by the Company to members or persons
entitled by transmission and by members or persons entitled by transmission to
the Company.  Notice
to persons entitled by transmission  208.A notice
or other document may be sent by the Company to the person or persons entitled
by transmission to a share by sending it in any manner the Company may choose
authorised by these Articles for the sending of a notice or other document to a
member, addressed to them by name, or by the title of representative of the
deceased, or trustee of the bankrupt or by any similar description at the
address (if any) in the Republic of Ireland or the United Kingdom as may be
supplied for that purpose by or on behalf of the person or persons claiming to
be so entitled.  Until such an address
has been supplied, a notice or other document may be sent in any manner in
which it might have been sent if the death or bankruptcy or other event giving
rise to the transmission had not occurred.  80 
   Transferees
etc. bound by prior notice  209.Every
person who becomes entitled to a share shall be bound by any notice in respect
of that share which, before his name is entered in the register, has been sent
to a person from whom he derives his title, provided that no person who becomes
entitled by transmission to a share shall be bound by any direction notice sent
under Article 101 to a person from whom he derives his title.  Proof
of sending/when notices etc. deemed sent by post  210.Proof
that an envelope containing a notice or other document was properly addressed,
prepaid and posted shall be conclusive evidence that the notice or document was
sent.  Proof that a notice or other
document contained in an electronic communication was sent in accordance with
guidance issued by the Institute of Chartered Secretaries and Administrators
current at the date of adoption of these Articles, or, if the board so
resolves, any subsequent guidance so issued, shall be conclusive evidence that
the notice or document was sent.  A
notice or other document sent by the Company to a member by post shall be
deemed to be sent:  (a)if
sent by first class post or special delivery post from an address in the
Republic of Ireland or the United Kingdom to another address in the Republic of
Ireland or the United Kingdom, or by a postal service similar to first class
post or special delivery post from an address in another country to another
address in that other country, on the day following that on which the envelope
containing it was posted;  (b)if
sent by airmail from an address in the Republic of Ireland or the United
Kingdom to an address outside the Republic of Ireland or the United Kingdom, or
from an address in another country to an address outside that country
(including without limitation an address in the Republic of Ireland or the
United Kingdom), on the third day following that on which the envelope
containing it was posted;  (c)in any
other case, on the third day following that on which the envelope containing it
was posted.  When
notices etc. deemed sent by electronic communication  211.A notice
or other document sent by the Company to a member contained in an electronic
communication shall be deemed sent to the member on the day following that on
which the electronic communication was sent to the member.  Such a notice or other document shall be
deemed sent by the Company to the member on that day notwithstanding that the
Company becomes aware that the member has failed to receive the relevant notice
or other document for any reason and notwithstanding that the Company
subsequently sends a copy of such notice or other document by post to the
member.  Notice
includes website notification  212.Except
when the subject or context otherwise requires, in Articles 200, 203, 204, 205,
206, 207, 208, 209, 210 and 211, references to a notice include without
limitation references to any notification required by the Companies Acts or
these Articles in relation to the publication of any notices or other documents
on a website.  Notice
during disruption of services  213.If at
any time the Company is unable effectively to convene a general meeting by
notices sent through the post in the Republic of Ireland and/or the United
Kingdom as a result of the suspension or curtailment of postal services, notice
of general meeting may be sufficiently given by advertisement in the Republic
of Ireland and/or  81 
   the United Kingdom.  Any notice given by advertisement for the
purpose of this Article shall be advertised in at least one newspaper having a
national circulation.  If advertised in more
than one newspaper, the advertisements shall appear on the same date.  Such notice shall be deemed to have been
sent to all persons who are entitled to have notice of meetings sent to them on
the day when the advertisement appears. 
In any such case, the Company shall send confirmatory copies of the
notice by post, if at least seven days before the meeting the posting of
notices to addresses throughout the Republic of Ireland and/or the United
Kingdom again becomes practicable.  DESTRUCTIONOF DOCUMENTS  Power
of Company to destroy documents  214.The
Company shall be entitled to destroy:  (a)all
instruments of transfer of shares which have been registered, and all other
documents on the basis of which any entry is made in the register, at any time
after the expiration of six years from the date of registration;  (b)all
dividend mandates, variations or cancellations of dividend mandates, and
notifications of change of address at any time after the expiration of two
years from the date of recording;  (c)all
share certificates which have been cancelled at any time after the expiration
of one year from the date of the cancellation;  (d)all
paid dividend warrants and cheques at any time after the expiration of one year
from the date of actual payment;  (e)all
proxy appointments which have been used for the purpose of a poll at any time
after the expiration of one year from the date of use; and  (f)all
proxy appointments which have not been used for the purpose of a poll at any
time after one month from the end of the meeting to which the proxy appointment
relates and at which no poll was demanded.  Presumption
in relation to destroyed documents  215.It shall
conclusively be presumed in favour of the Company that:  (a)every
entry in the register purporting to have been made on the basis of an
instrument of transfer or other document destroyed in accordance with Article
214 was duly and properly made;  (b)every
instrument of transfer destroyed in accordance with Article 214  was a valid and effective instrument duly
and properly registered;  (c)every
share certificate destroyed in accordance with Article 214 was a valid and
effective certificate duly and properly cancelled; and  (d)every
other document destroyed in accordance with Article 214 was a valid and
effective document in accordance with its recorded particulars in the books or
records of the Company,  but:  82 
   (e)the
provisions of this Article and Article 214 apply only to the destruction of a
document in good faith and without notice of any claim (regardless of the
parties) to which the document might be relevant;  (f)nothing
in this Article or Article 214 shall be construed as imposing on the
Company any liability in respect of the destruction of any document earlier
than the time specified in Article 214 or in any other circumstances which
would not attach to the Company in the absence of this Article or Article 214;
and  (g)any
reference in this Article or Article 214 to the destruction of any document
includes a reference to its disposal in any manner.  UNTRACEDSHAREHOLDERS  Power
to dispose of shares of untraced shareholders  216.The
Company shall be entitled to sell, at the best price reasonably obtainable, the
shares of a member or the shares to which a person is entitled by transmission
if:  (a)during
the period of 12 years before the date of the publication of the advertisements
referred to in Article 216(b) (or, if published on different dates, the
first date) (the relevant period) at
least three dividends in respect of the shares in question have been declared and
all dividend warrants and cheques which have been sent in the manner authorised
by these Articles in respect of the shares in question have remained uncashed;  (b)the
Company shall as soon as practicable after expiry of the relevant period have
inserted advertisements both in a national daily newspaper and in a newspaper
circulating in the area of the last known address of such member or other
person giving notice of its intention to sell the shares;  (c)during
the relevant period and the period of three months following the publication of
the advertisements referred to in Article 216(b) (or, if published on different
dates, the first date) the Company has received no indication either of the
whereabouts or of the existence of such member or person; and  (d)if the
shares are listed, notice has been sent to the relevant listing authority of
the Companys intention to make such sale before the publication of the
advertisements.  Transfer
on sale  217.To give
effect to any sale pursuant to Articles 216 or 226, the board may:  (a)where
the shares are held in certificated form, authorise any person to execute an
instrument of transfer of the shares to, or in accordance with the directions
of, the buyer; or  (b)where
the shares are held in uncertificated form, do all acts and things it considers
necessary or expedient to effect the transfer of the shares to, or in
accordance with the directions of, the buyer.  83 
   Effectiveness
of transfer  218.An
instrument of transfer executed by that person in accordance with
Article 217(a) shall be as effective as if it had been executed by the
holder of, or person entitled by transmission to, the shares.  An exercise by the Company of its powers in
accordance with Article 217(b) shall be as effective as if exercised by the
registered holder of or person entitled by transmission to the shares.  The transferee shall not be bound to see to
the application of the purchase money, and his title to the shares shall not be
affected by any irregularity in, or invalidity of, the proceedings in reference
to the sale.  Proceeds
of sale  219.The net
proceeds of sale shall belong to the Company which shall be obliged to account
to the former member or other person previously entitled for an amount equal to
the proceeds.  The Company shall enter
the name of such former member or other person in the books of the Company as a
creditor for that amount.  In relation
to the debt, no trust is created and no interest is payable.  The Company shall not be required to account
for any money earned on the net proceeds of sale, which may be used in the
Companys business or invested in such a way as the board from time to time
thinks fit.  WINDINGUP  Liquidator
may distribute in specie  220.If the Company
is wound up, the liquidator may, with the sanction of an extraordinary
resolution of the Company and any other sanction required by the Insolvency Act
1986:  (a)divide
among the members (excluding any member holding shares as treasury shares) in
specie the whole or any part of the assets of the Company and may, for that
purpose, value any assets and determine how the division shall be carried out
as between such members or different classes of such members;  (b)vest
the whole or any part of the assets in trustees for the benefit of such
members; and  (c)determine
the scope and terms of those trusts,  but no member shall be compelled to accept any asset
on which there is a liability.  Disposal
of assets by liquidator  221.The
power of sale of a liquidator shall include a power to sell wholly or partially
for shares or debentures or other obligations of another body corporate, either
then already constituted or about to be constituted for the purpose of carrying
out the sale.  INDEMNITY  Indemnity
to directors  222.Subject
to the provisions of the Companies Acts but without prejudice to any indemnity
to which a director may otherwise be entitled, every director of the Company
shall be indemnified out of the assets of the Company against any liability
incurred by him in defending any proceedings, whether civil or criminal, in
which judgment is given in his favour (or the proceedings are otherwise
disposed of without any finding or admission of any material breach of duty on
his part) or in which he is acquitted or in connection with any application in
which relief is granted to him by  84 
   the court from
liability for negligence, default, breach of duty or breach of trust in
relation to the affairs of the Company.  TAKEOVER
PROVISIONS  223.In this
Article and in Articles 224-229:  (a)the
following expressions shall have the following meanings:  City
Codemeans The UK City Code on
Takeovers and Mergers and Substantial Acquisition Rules issued from time to
time by or on behalf of the UK Panel and/or any successor legal or regulatory
framework enacted or implemented for the purposes of implementing the proposed
EU Takeover Bid Directive;  Excess
Securitiesshall have the meaning
set out in Article 226(d);  Irish
Takeover Rules means the Irish
Takeover Act and the Irish Takeover Rules and Substantial Acquisition Rules
issued from time to time by or on behalf of the Irish Panel pursuant to the
Irish Takeover Act;  Irish
Panel means the Irish Takeover
Panel exercising powers pursuant to the Irish Takeover Act;  Irish
Takeover Actmeans the Irish
Takeover Panel Act, 1997;  Permitted
Acquisitionmeans an acquisition:  (v)to which the
board has given its written consent; or  (vi)which is made
in accordance with the applicable provisions of the Irish Takeover Rules, as if
it applied to the Company, (including, for the avoidance of doubt, an
acquisition made in circumstances in which the Irish Takeover Rules, if it
applied to the Company, would require an offer or offers to be made as a
consequence and such offer(s) is(are) made in accordance with Rules 9, 14 and
15 (to the extent applicable), provided that the definition of acting in concert to
apply for this purpose shall be the definition of Acting in Concert in these
Articles);  Rules
9, 14 and 15means Rules 9, 14
and 15, respectively, of the Irish Takeover Rules;  securitiesshall have the same meaning as
set out in the Irish Takeover Rules (and shall include, for the avoidance of
doubt, Ordinary Shares and Convertible Preference Shares); and  UK
Panelmeans the UK Panel on
Takeovers and Mergers;  (b)any
other expressions defined in the Irish Takeover Rules (including rightsand voting rights)shall, save as provided above, have the
same meanings as set out therein.  85 
   Irish
Takeover Rules  224.For as
long as the City Code and the Irish Takeover Rules do not apply to the Company
and transactions in securities of the Company, a person must not acquire
securities of the Company or any rights over such securities unless the
acquisition is a Permitted Acquisition.  Rule
9  225.Without
limiting Article 224, for as long as the City Code and the Irish Takeover Rules
do not apply to the Company and transactions in securities of the Company, a
person must not:  (a)whether
by himself, or with persons determined by the board to be Acting in Concert
with him, acquire securities of the Company or rights over such securities
which, taken together with any other securities of the Company or rights over
such securities held or acquired by persons determined by the board to be
Acting in Concert with him, carry 30 per cent. or more of the voting rights
attributable to securities of the Company; or  (b)whilst
he, together with persons determined by the board to be Acting in Concert with
him, holds not less than 30 per cent. but not more than 50 per cent. of the
voting rights attributable to securities of the Company, acquire, whether by
himself or with persons determined by the Board to be Acting in Concert with
him, additional securities of the Company or rights over such securities which,
taken together with any other securities of the Company or rights over such
securities held by persons determined by the board to be Acting in Concert with
him, increases his voting rights attributable to securities of the Company,  unless the acquisition is a Permitted
Acquisition.  Enforcement  226.Where a
person acquires securities of the Company or rights over such securities in
breach of Articles 224 or 225, that person is in breach of these Articles and
the board may, among other things:  (a)require
any member to provide such information as the board considers appropriate to
determine any of the matters under Articles 223-229;  (b)have
regard to such public filings and other information as it considers appropriate
to determine any of the matters under these Articles 223-229;  (c)make
such determinations under Articles 223-229 as it thinks fit, either after
calling for submissions from affected members or other persons or without
calling for such submissions;  (d)determine
that any voting, conversion, redemption or other rights attached to securities
of the Company held by such person(s) as the board may determine to be held in
breach of Articles 224 or 225 (Excess Securities) are from a particular time incapable
of being exercised for a definite or indefinite period;  (e)determine
that some or all of the Excess Securities must be sold;  86 
   (f)determine
that some or all of the Excess Securities will not carry any right to dividends
or other distributions from a particular time for a definite or indefinite
period; and  (g)take
such other action as it thinks fit for the purposes of Articles 223-229,
including:  (i)prescribing rules (not
inconsistent with Articles 223-229 and the provisions of the Irish Takeover
Rules as if it applied to the Company and transactions in securities of the
Company);  (ii)setting deadlines for the
provision of information;  (iii)drawing adverse inferences
where information requested is not provided;  (iv)making determinations or
interim determinations;  (v)executing documents on
behalf of a member;  (vi)converting any Excess
Securities held in uncertificated form into certificated form;  (vii)paying any costs and expenses
out of the proceeds of the sale of securities; and  Determinations  (viii)changing decisions or
determinations or rulings previously made.  227.The
board shall have full authority to determine the application of Articles
223-229, including all discretion vested in the Irish Panel as if the Irish
Takeover Rules applied to the Company, including the determination of
conditions and consents, the consideration to be offered and any restrictions on
the exercise of control.  Any resolution
or determination of, or decision or exercise of discretion or power by, the
board or any director or the chairman of any meeting acting in good faith under
or pursuant to the provisions of Articles 223-229 shall be final and conclusive
and anything done by, or on behalf of, or on the authority of, the board or any
director acting in good faith pursuant to the provisions of Articles 223-229
shall be conclusive and binding on all persons concerned and shall not be open
to challenge, whether as to its validity or otherwise, on any ground
whatsoever.  The board shall not be
required to give any reasons for any decision, determination or declaration
taken or made in accordance with Articles 225-229.  Attorney  228.Any one
or more of the directors may act as attorney(s) of any member in relation to
the execution of documents and other actions to be taken for the sale of Excess
Securities determined by the board under Article 226.  Recommended
offer  229.In the
event that the board recommends to members any offer made for any securities of
the Company from time to time, the board shall obtain the undertaking of the
offeror(s) to comply mutatis mutandis with the provisions of the Irish Takeover
Rules in the conduct and the execution of such offer.  87