EXHIBIT 3 AMENDED ARTICLES OF
ASSOCIATION OF THE COMPANY Company number

1950497 THE COMPANIES ACT 1985 A PUBLIC COMPANY
LIMITED BY SHARES ARTICLES OF ASSOCIATION OF NDS GROUP PLC (As at November 3,
2004) PRELIMINARY 1.
Table A not to apply  None
of the regulations in Table A in the Schedule to the Companies (Tables A to F)
Regulations 1985 shall apply to the Company.  2.
Interpretation  (1)
In
these articles, unless the contrary intention appears:  (a)
the
following definitions apply:  Act
    
    
    ...
    
    
    means
      the Companies Act 1985;these articles
    
    
    ...
    
    
    means these
      articles of association, as from time to timealtered;board
    
    
    ...
    
    
    means the
      board of directors for the time being of theCompany;Controlling
      Shareholder
    
    
    
    
    
    means the
      holder of such number of the ordinary sharesfor the time
      being in issue as confer, on a poll, amajority
      of the voting rights exercisable at a generalmeeting of
      the Company and for this purpose any votingrights attached
      to any shares held by a company which isa holding
      company may be aggregated with any votingrights attached
      to any shares held by a company which isa subsidiary
      either of that holding company or of anycompany of
      which that holding company is itself asubsidiary,
      at the election of the holders of therelevant
      shares in accordance with paragraph (b) below; E-1   clear
      days
    
    
    ...
    
    
    means,
      in relation to the period of a notice, thatperiod
      excluding the day when the notice is given ordeemed
      to be given and the day for which it is given oron
      which it is to take effect;committee
    
    
    ...
    
    
    means
      a committee of the board;director
    
    
    ...
    
    
    means
      a director for the time being of the Company;holder
    
    
    ...
    
    
    in
      relation to any share means the member whose name isentered
      in the register as the holder of that share;the
      office
    
    
    ...
    
    
    means
      the registered office for the time being of theCompany;paid
      up
    
    
    ...
    
    
    means
      paid up or credited as paid up;person
      entitled by transmission
    
    
    ...
    
    
    means
      a person whose entitlement to a share inconsequence
      of the death or bankruptcy of a member or ofany
      other event giving rise to its transmission byoperation
      of law has been noted in the register;register
    
    
    ...
    
    
    means
      the register of members of the Company;seal
    
    
    ...
    
    
    means
      any common seal of the Company or any official sealor
      securities seal which the Company may have or bepermitted
      to have under the Statutes;secretary
    
    
    ...
    
    
    means
      the secretary of the Company or, if there are jointsecretaries,
      any of the joint secretaries and includes anassistant
      or deputy secretary and any person appointedby
      the board to perform any of the duties of thesecretary
      of the Company; andStatutes
    
    
    ...
    
    
    means
      the Act and every other statute, statutoryinstrument,
      regulation or order for the time being inforce concerning
      companies registered under the Act;(b)
               any election by two or more holders of shares to aggregate their voting rights
               for the purposes of the above definition of Controlling Shareholder shall be
               made in writing, shall specify the names of all relevant holders, the number of
               shares in respect of which voting rights are to be so aggregated, shall contain
               confirmation as to their being associated as mentioned in the above definition
               and shall be deposited at the office;(c)
               any other words or expressions defined in the Act (as in force on the date of
               adoption of these articles) have the same meaning in these articles except that
               the word company includes any body corporate;E-2


(d)
               any reference elsewhere in these articles to any statute or statutory provision
               includes a reference to any modification or re-enactment of it for the time
               being in force;(e)
               words importing the singular number include the plural number and vice versa,
               words importing the masculine gender include the feminine gender and words
               importing persons include bodies corporate and unincorporated associations;(f)
               any reference to writing includes a reference to any method of representing or
               reproducing words in a legible and non-transitory form;(g)
               any reference to a document being sealed or executed under seal or under the
               common seal of any body corporate (including the Company) or any similar
               expression includes a reference to its being executed in any other manner which
               has the same effect as if it were executed under seal; and(h)
               any reference to a meeting shall not be taken as requiring more than one person
               to be present in person if any quorum requirement can be satisfied by one
               person.(2)
          Subject to the provisions of the Statutes a special or extraordinary resolution
          shall be effective for any purpose for which an ordinary resolution is expressed
          to be required and a special resolution shall be effective for any purpose for
          which an extraordinary resolution is required under these articles.(3)
          Headings to these articles are inserted for convenience only and shall not
          affect construction.SHARE CAPITAL


3.
Authorised
share capital(1)
          The authorised share capital of the Company at the date of adoption of these
          articles is £42,000,002 and US$ 1,000,000 divided into 42,000,002 deferred
          shares of £1 each (deferred shares), 48,000,000 Series A
          ordinary shares of US$0.01 each (A ordinary shares) and 52,000,000
          Series B ordinary shares of US$0.01 each (B ordinary shares).Ordinary
Shares(2)
          The A ordinary shares and the B ordinary shares (together referred to as
          ordinary shares) shall rank pari passu in all respects
          and shall carry the same rights, including as to participation in the profits
          and assets of the Company, as if they formed a single class of shares, except as
          otherwise expressly stated in these articles.Voting(3)
          On any resolution put to the vote at a general meeting on a show of hands every
          holder of ordinary shares who is present in person or, not being himself a
          holder of ordinary shares, by proxy shall have one vote and on any resolution
          put to the vote on a poll:(a)
               every holder of an A ordinary share who is present in person or by proxy shall
               have one vote for every such share of which he is the holder; and(b)
               every holder of a B ordinary share who is present in person or by proxy shall
               have ten votes for every such share of which he is the holder.Voluntary
conversion of B ordinary shares(4)
          A holder of a B ordinary share may at any time convert that share into an A
          ordinary share by giving notice in writing (a conversion notice) to
          the Company at the office, accompanied by the certificate relating to the B
          ordinary share. If the certificate relates to more than one B ordinary share,
          the conversion notice shall specify the number of shares to be so converted. A
          conversion notice shall have effect on the date on which it is received at the
          office or on such later date as may be specified in the conversion notice. Once
          lodged a conversion notice may not be withdrawn without the consent in writing
          of the Company. Within 28 days after the date on which the conversion has
          effect, the Company shall send to the holder of the relevant shares, at his own
          risk, free of charge, a certificate for the appropriate number of A ordinary
          shares and a new certificate for any unconverted B ordinary shares comprised in
          any certificate surrendered by him.E-3


Mandatory
conversion of B ordinary shares


     (5)
          A B ordinary share shall automatically be converted into an A ordinary share on
          the occurrence of a Mandatory Conversion Event (as defined below) in relation to
          that share. The holder of a B ordinary share shall notify the Company in writing
          immediately on his becoming aware of such occurrence, but the directors may at
          any time determine that a Mandatory Conversion Event has occurred on a
          particular date in relation to any B ordinary share and if they do so their
          determination shall be conclusive. A holder of a B ordinary share shall promptly
          provide all such information as the directors may request in writing and is
          available to him for the purpose of determining whether a Mandatory Conversion
          Event has occurred and, if so, the date on which it occurred. If a Mandatory
          Conversion Event occurs in relation to any B ordinary share the holder shall
          surrender to the Company the certificate relating to that share. Within
          28 days of surrender of the certificate, the Company shall send to the
          holder of the relevant shares, at his own risk, free of charge, a definitive
          certificate for the appropriate number of A ordinary shares.For
these purposes a Mandatory Conversion Event means, in respect of any B
ordinary share for the time being in issue, any sale, transfer or other disposal, or any
other transaction or event as a result of which that share is not beneficially owned by
(i) The News Corporation Limited, a company incorporated in South Australia, or (ii) any
company which is a successor to The News Corporation Limited by reason of one or more
reorganisations or reconstructions or (iii) any undertaking which is for the time being a
subsidiary undertaking of The News Corporation Limited or any such successor to it.Other
conversion provisions


     (6)
          On any conversion of a B ordinary share, that share shall be redesignated as an
          A ordinary share. On the conversion into A ordinary shares of all the B ordinary
          shares in issue immediately before such conversion all the A ordinary shares
          (both issued and unissued) and any B ordinary shares as then are unissued shall
          be automatically redesignated as ordinary shares.Provisions
applicable up to conversion


     (7)    
          So long as any B ordinary shares are in issue:


          (a)
               the Company shall not consolidate, sub-divide or otherwise reorganise either the
               A ordinary shares or the B ordinary shares unless as a result of such
               consolidation, sub-division or other reorganisation the par value of each A
               ordinary share and each B ordinary share remains the same;(b)
               any variation of the special rights attaching to the A ordinary shares or the B
               ordinary shares shall be deemed to be a variation of the special rights
               attaching to the other class of ordinary shares;(c)
               the Company shall not allot or issue, or grant (or permit any of its
               subsidiaries to grant) any right to subscribe for or to convert into, any B
               ordinary share except to (i) The News Corporation Limited or (ii) any company
               which is a successor to The News Corporation Limited by reason of one or more
               reorganisations or reconstructions or (iii) any undertaking which is for the
               time being a subsidiary undertaking of The News Corporation Limited or any such
               successor to it or (iv) a nominee for any such person as is referred to in (i)
               to (iii) of this sub-paragraph; and(d)
               without such consent or sanction on the part of the holders of the A ordinary
               shares as is required for a variation of the special rights attaching to those
               shares, the Company shall not allot or issue, or grant (or permit any of its
               subsidiaries to grant) any right to subscribe for or to convert into, any B
               ordinary share except as follows:(i)
                    on any issue of additional ordinary shares to holders of ordinary shares under
                    article 114 the Company shall issue B ordinary shares to the holders of B
                    ordinary shares at the same time, on the same basis and in the same proportion
                    as it issues A ordinary shares to the holders of A ordinary shares;(ii)
                    if the Company offers on a pro rata basis (as nearly as
                    practicable) to holders of ordinary shares any ordinary shares for subscription
                    by way of a rights issue, open offer or similar offer, the Company may offer B
                    ordinary shares to the holders of B ordinary shares at the same time, on the
                    same basis and in the same proportion as it offers A ordinary shares to the
                    holders of A ordinary shares;E-4


(iii)
                    if the Company or any of its subsidiaries issues or offers to issue on a
                    pro rata basis (as nearly as practicable) to the holders of
                    ordinary shares any securities which confer rights to subscribe for, or to
                    convert into, additional ordinary shares, the Company may make the issue or
                    offer of those securities (or procure the relevant subsidiary to do so) on terms
                    that the additional ordinary shares which may be issued on exercise of such
                    rights by a holder of B ordinary shares shall be B ordinary shares but otherwise
                    such securities shall confer the same rights as those issued or offered to the
                    holders of A ordinary shares and the issue or offer shall be made at the same
                    time, on the same basis and in the same proportion as that made to the holders
                    of A ordinary shares; or(iv)
                    pursuant to article 113.Deferred
shares


     (8)
          The deferred shares shall have the following rights and be subject to the
          following restrictions:(a)
               a deferred share shall entitle its holder on a return of capital on a winding up
               (but not otherwise) to repayment of the amount paid up on that share but only
               after the payment or repayment to each holder of an ordinary share of a sum
               equal to the capital paid up on that share plus an additional sum of US$
               1,000,000 (or the sterling equivalent of that sum, calculated at the date of
               payment); and(b)
               a deferred share shall not entitle its holder to receive any dividend or other
               distribution out of the profits or assets of the Company or to receive notice
               of, or to attend or vote at, any general meeting of the Company.4.
Rights attached to sharesSubject
to the provisions of the Statutes and to the rights conferred on the holders of any other
shares, any share may be issued with or have attached to it such rights and restrictions
as the Company may by ordinary resolution decide or, if no such resolution is in effect or
so far as the resolution does not make specific provision, as the board may decide.5.
Unissued
sharesSubject
to the provisions of the Statutes, these articles and any resolution of the Company, the
board may offer, allot (with or without conferring a right of renunciation), grant options
over or otherwise deal with or dispose of any unissued shares (whether forming part of the
original or any increased capital) to such persons, at such times and generally on such
terms as the board may decide.6.    
          Authority to allot relevant securities


The
Company may from time to time pass an ordinary resolution referring to this article and
authorising, in accordance with section 80 of the Act, the board to exercise all the
powers of the Company to allot relevant securities and:(a)
               on the passing of the resolution the board shall be generally and
               unconditionally authorised to allot relevant securities (as defined for the
               purposes of that section) up to the nominal amount specified in the resolution;
               and(b)
               unless previously revoked the authority shall expire on the day specified in the
               resolution (not being more than five years after the date on which the
               resolution is passed),but
any authority given under this article shall allow the Company, before the authority
expires, to make an offer or agreement which would or might require relevant securities to
be allotted after it expires.7.
          Dis-application of pre-emption rights(1)
          Subject to the board being generally authorised to allot relevant securities in
          accordance with section 80 of the Act, the Company may from time to time
          resolve by a special resolution referring to this article that the board be
          given power to allot equity securities for cash and, on the passing of the
          resolution, the board shall have power to allot (pursuant to that authority)
          equity securities for cash as if section 89(1) of the Act did not apply to
          the allotment, and unless previously revoked that power shall expire on the date
          (if any) specified in the special resolution or, if no date is specified, at the
          conclusion of the next annual general meeting of the Company but the Company may
          before the power expires make an offer or agreement which would or might require
          equity securities to be allotted after it expires.E-5


(2)
          For the purposes of this article equity security and relevant
          share have the meanings given to them in section 94 of the Act.8.
          Power to pay commission and brokerageThe
Company may in connection with the issue of any shares exercise all powers of paying
commission and brokerage conferred or permitted by the Statutes.9.
Power to increase,
consolidate, sub-divide and cancel shares(1)
          Subject to any rights conferred on the holders of any class of shares, the
          Company may by ordinary resolution:(a)
               increase its capital by the creation of new shares of such amount as the
               resolution prescribes;(b)
               consolidate and divide all or any of its share capital into shares of a larger
               amount than its existing shares;(c)
               sub-divide its shares, or any of them, into shares of smaller amount than is
               fixed by the memorandum of association or these articles, but so that the
               proportion between the amount paid up and the amount (if any) not paid up on
               each reduced share shall be the same as it was in the case of the share from
               which the reduced share is derived; and(d)
               cancel any shares which, at the date of the passing of the resolution, have not
               been taken or agreed to be taken by any person and diminish the amount of its
               share capital by the amount of the shares so cancelled.(2)
          A resolution by which any share is sub-divided may determine that, as between
          the holders of the shares resulting from the sub-division, one or more of the
          shares may have such preferred or other special rights, or may have such
          qualified or deferred rights or be subject to such restrictions, as compared
          with the other or others, as the Company has power to attach to new shares.(3)
          If as a result of any consolidation of shares any members would become entitled
          to fractions of a share, the board may deal with the fractions as it thinks fit
          and in particular may (on behalf of those members) sell the shares representing
          the fractions to any person (including, subject to the provisions of the
          Statutes, the Company) and distribute the net proceeds of sale in due proportion
          among those members (except that any proceeds less than a sum fixed by the board
          may be retained for the benefit of the Company). For the purpose of any such
          sale the board may authorise some person to transfer the shares to or as
          directed by the purchaser, who shall not be bound to see to the application of
          the purchase money; nor shall his title to the shares be affected by any
          irregularity in or invalidity of the proceedings relating to the sale.10.
          Power to issue redeemable sharesSubject
to the provisions of the Statutes any share may be issued which is to be redeemed or is
liable to be redeemed at the option of the Company or the shareholder.11.    
          Power to purchase own shares


Subject
to the provisions of the Statutes and to any rights conferred on the holders of any class
of shares, the Company may purchase all or any of its shares of any class, including any
redeemable shares.12.    
          Power to reduce capital


Subject
to the provisions of the Statutes and to any rights conferred on the holders of any class
of shares, the Company may by special resolution reduce its share capital, any capital
redemption reserve and any share premium account in any way.13.
Trusts
not recognisedExcept
as required by law or these articles, no person shall be recognised by the Company as
holding any share upon any trust and the Company shall not be bound by or required to
recognise (even when having notice of it) any interest in or in respect of any share,
except the holders absolute right to the entirety of the share.E-6


VARIATION OF RIGHTS


14.
Variation of rights(1)

Whenever
the capital of the Company is divided into different classes of
                    shares, all or any of the rights for the time being attached to any
class of                     shares in issue may from time to time (whether or not the
Company is being wound                     up) be varied with the consent in writing of
the holders of three-fourths in                     nominal value of the issued shares of
that class or with the sanction of an                     extraordinary resolution passed
at a separate general meeting of the holders of                     those shares.(2)

All
the provisions of these articles relating to general meetings of the Company or to the
proceedings at general meetings shall apply, mutatis mutandis, to every such
separate general meeting, except that:(a)
               the necessary quorum at any such meeting (other than an adjourned meeting) shall
               be two persons holding or representing by proxy at least one-third in nominal
               amount of the issued shares of the class;(b)
               at an adjourned meeting the necessary quorum shall be one person holding shares
               of the class or his proxy;(c)
               every holder of shares of the class shall, on a poll, have one vote in respect
               of every share of the class held by him; and(d)
               a poll may be demanded by any one holder of shares of the class whether present
               in person or by proxy.(3)
          Unless otherwise expressly provided by the terms of their issue, the rights
          attached to any class of shares shall not be deemed to be varied by the creation
          or issue of further shares ranking pari passu with them.SHARE CERTIFICATES


     15.
          Issue of certificates(1)
          A person whose name is entered in the register as the holder of any shares shall
          be entitled (unless the conditions of issue otherwise provide) to receive one
          certificate for those shares, or one certificate for each class of those shares
          and, if he transfers part of the shares, represented by a certificate in his
          name, to receive a new certificate for the balance of those shares.(2)
          In the case of joint holders, the Company shall not be bound to issue more than
          one certificate for all the shares in any particular class registered in their
          joint names, and delivery of a certificate for a share to any one of the joint
          holders shall be sufficient delivery to all.(3)
          Every share certificate shall be issued under seal (by affixing the seal to, or
          printing the seal or a representation of it on, the certificate) and shall
          specify the number and class of the shares to which it relates and the amount or
          respective amounts paid up on the shares.16.
          Charges for and replacement of
          certificates(1)
          Except as expressly provided to the contrary in these articles, no fee shall be
          charged for the issue of a share certificate.(2)
          Any two or more certificates representing shares of any one class held by any
          member may at his request be cancelled and a single new certificate issued.(3)
          If any member surrenders for cancellation a certificate representing shares held
          by him and requests the Company to issue two or more certificates representing
          those shares in such proportions as he may specify, the board may, if it thinks
          fit, comply with the request on payment of such fee (if any) as the board may
          decide.(4)
          If a certificate is damaged or defaced or alleged to have been lost, stolen or
          destroyed, a new certificate representing the same shares may be issued on
          compliance with such conditions as to evidence and indemnity as the board may
          think fit and on payment of any exceptional expenses of the Company incidental
          to its investigation of the evidence and, if damaged or defaced, on delivery up
          of the old certificate.(5)
          In the case of joint holders of a share a request for a new certificate under
          any of the preceding paragraphs of this article may be made by any one of the
          joint holders unless the certificate is alleged to have been lost, stolen or
          destroyed.E-7


LIEN ON SHARES


     17.
          Lien on partly paid shares(1)
          The Company shall have a first and paramount lien on every share (not being a
          fully paid share) for all amounts payable (whether or not due) in respect of
          that share. The lien shall extend to every amount payable in respect of that
          share.(2)
          The board may at any time either generally or in any particular case declare any
          share to be wholly or partly exempt from the provisions of this article. Unless
          otherwise agreed, the registration of a transfer of a share shall operate as a
          waiver of the Companys lien (if any) on that share.18.
          Enforcement of lien(1)
          The Company may sell any share subject to a lien in such manner as the board may
          decide if an amount payable on the share is due and is not paid within fourteen
          clear days after a notice has been served on the holder or any person entitled
          by transmission to the share demanding payment of that amount and giving notice
          of intention to sell in default.(2)
          To give effect to any sale under this article, the board may authorise some
          person to transfer the share sold to, or in accordance with the directions of,
          the purchaser and the transferee shall not be bound to see to the application of
          the purchase money nor shall his title to the share be affected by any
          irregularity in or invalidity of the proceedings connected with the sale.(3)
          The net proceeds of the sale, after payment of the costs, shall be applied in or
          towards satisfaction of the amount due and any residue shall (subject to a like
          lien for any amounts not presently due as existed on the share before the sale),
          on surrender of the certificate for the shares sold, be paid to the holder or
          person entitled by transmission to the share immediately before the sale.CALLS ON SHARES


     19.
          Calls(1)
          Subject to the terms of allotment, the board may make calls on the members in
          respect of any moneys unpaid on their shares (whether in respect of nominal
          amount or premium) and each member shall (subject to his receiving at least
          fourteen clear days notice specifying when and where payment is to be
          made) pay to the Company as required by the notice the amount called on his
          shares. A call may be revoked or postponed as the board may decide.(2)
          Any call may be made payable in one sum or by instalments and shall be deemed to
          be made at the time when the resolution of the board authorising that call is
          passed.(3)
          A person on whom a call is made shall remain liable for it notwithstanding the
          subsequent transfer of the share in respect of which the call is made.(4)
          The joint holders of a share shall be jointly and severally liable for the
          payment of all calls in respect of that share.20.
          Interest on callsIf
a call is not paid before or on the due date for payment, the person from whom it is due
shall pay interest on the amount unpaid, from the due date for payment to the date of
actual payment, at such rate as the board may decide, but the board may waive payment of
the interest, wholly or in part.21.
Sums treated as callsA
sum which by the terms of allotment of a share is payable on allotment, or at a fixed
time, or by instalments at fixed times, shall for all purposes of these articles be deemed
to be a call duly made and payable on the date or dates fixed for payment and, in case of
non-payment, the provisions of these articles shall apply as if that sum had become
payable by virtue of a call.22.
Power
to differentiateOn
any issue of shares the board may make arrangements for a difference between the allottees
or holders of the shares in the amounts and times of payment of calls on their shares.E-8


23.
Payment of calls in advanceThe
board may, if it thinks fit, receive all or any part of the moneys payable on a share
beyond the sum actually called up on it if the holder is willing to make payment in
advance and, on any moneys so paid in advance, may (until they would otherwise be due) pay
interest at such rate as may be agreed between the board and the member paying the sum in
advance.FORFEITURE OF SHARES


     24.
          Notice of unpaid calls(1)
          If the whole or any part of any call or instalment remains unpaid on any share
          after the due date for payment, the board may serve a notice on the holder
          requiring him to pay so much of the call or instalment as remains unpaid,
          together with any accrued interest.(2)
          The notice shall state a further day, being not less than fourteen clear days
          from the date of the notice, on or before which, and the place where, payment is
          to be made and shall state that, in the event of non-payment on or before the
          day and at the place appointed, the share in respect of which the call was made
          or instalment is payable will be liable to be forfeited.(3)
          The board may accept a surrender of any share liable to be forfeited.25.
          Forfeiture on non-compliance with notice(1)
          If the requirements of a notice served under the preceding article are not
          complied with, any share in respect of which it was given may (before the
          payment required by the notice is made) be forfeited by a resolution of the
          board. The forfeiture shall include all dividends declared and other moneys
          payable in respect of the forfeited share and not actually paid before the
          forfeiture.(2)
          If a share is forfeited, notice of the forfeiture shall be given to the person
          who was the holder of the share or (as the case may be) the person entitled to
          the share by transmission and an entry that notice of the forfeiture has been
          given, with the relevant date, shall be made in the register; but no forfeiture
          shall be invalidated by any omission to give such notice or to make such entry.26.
          Power to annul forfeiture or surrenderThe
board may, at any time before the forfeited or surrendered share has been sold,
re-allotted or otherwise disposed of, annul the forfeiture or surrender upon payment of
all calls and interest due on or incurred in respect of the share and on such further
conditions (if any) as it thinks fit.27.
          Disposal of forfeited or surrendered
          shares(1)
          Every share which is forfeited or surrendered shall become the property of the
          Company and (subject to the provisions of the Statutes) may be sold, re-allotted
          or otherwise disposed of, upon such terms and in such manner as the board shall
          decide either to the person who was before the forfeiture the holder of the
          share or to any other person and whether with or without all or any part of the
          amount previously paid up on the share being credited as so paid up. The board
          may for the purposes of a disposal authorise some person to transfer the
          forfeited or surrendered share to, or in accordance with the directions of, any
          person to whom the same has been sold or disposed of.(2)
          A statutory declaration by a director or the secretary that a share has been
          forfeited or surrendered on a specified date shall, as against all persons
          claiming to be entitled to the share, be conclusive evidence of the facts stated
          in it and shall (subject to the execution of any necessary transfer) constitute
          a good title to the share. The new holder of the share shall not be bound to see
          to the application of the consideration for the disposal (if any) nor shall his
          title to the share be affected by any irregularity in or invalidity of the
          proceedings connected with the forfeiture, surrender, sale, re-allotment or
          disposal of the share.28.
          Arrears to be paid notwithstanding
          forfeiture or surrenderA
person any of whose shares have been forfeited or surrendered shall cease to be a member
in respect of the forfeited or surrendered share and shall surrender to the Company for
cancellation the certificate for the share forfeited or surrendered, but shall remain
liable (unless payment is waived in whole or in part by the board) to pay to the Company
all moneys payable by him on or in respect of that share at the time of forfeiture or
surrender, together with interest from the time of forfeiture or surrender until payment
at such rate as the board shall decide, in the same manner as if the share had not been
forfeited or surrendered. He shall also be liable to satisfy all the claims and demands
(if any) which the Company might have enforced in respect of the share at the time of
forfeiture or surrender. No deduction or allowance shall be made for the value of the
share at the time of forfeiture or surrender or for any consideration received on its
disposal.E-9


UNTRACED MEMBERS


     29.
          Sale of shares of untraced members(1)
          The Company may sell any share of a member, or any share to which a person is
          entitled by transmission, if:(a)
               during a period of twelve years at least three cash dividends have become
               payable in respect of the share to be sold;(b)
               during that period no cash dividend payable in respect of the share has been
               claimed, no warrant or cheque in respect of the share sent to the address and in
               the manner provided by these articles for sending such payments has been cashed
               and no communication has been received by the Company from the member or the
               person entitled by transmission to the share;(c)
               on or after the expiry of that period of twelve years the Company has published
               an advertisement in a newspaper circulating in the area in which the address
               referred to in sub-paragraph (b) is located, giving notice of its intention to
               sell the share; and(d)
               during the period of three months following the publication of that
               advertisement and after that period until the exercise of the power to sell the
               share, the Company has not received any communication from the member or the
               person entitled by transmission to the share.(2)
          The Companys power of sale shall extend to any further share which, on or
          before the date of publication of the advertisement pursuant to
          sub-paragraph (1)(c) above, is issued in right of a share to which
          paragraph (1) applies (or in right of any share to which this paragraph applies)
          if the conditions set out in sub-paragraphs (1)(b) to (d) are satisfied in
          relation to the further share (but as if the references to a period of twelve
          years were references to a period beginning on the date of allotment of the
          further share and ending on the date of publication of the first of the
          advertisements referred to above).(3)
          To give effect to any sale, the board may authorise some person to transfer the
          share to, or in accordance with the directions of the purchaser and the new
          holder of the share shall not be bound to see to the application of the purchase
          money; nor shall his title to the share be affected by any irregularity in, or
          invalidity of, the proceedings connected with the sale.30.
          Application of proceeds of sale(1)
          The Company shall account to the person entitled to the share at the date of
          sale for a sum equal to the net proceeds of sale and shall be deemed to be his
          debtor, and not a trustee for him, in respect of them.(2)
          Pending payment of the net proceeds of sale to such person, the proceeds may
          either be employed in the business of the Company or invested in such
          investments (other than shares of the Company or its holding company, if any) as
          the board may from time to time decide.(3)
          No interest shall be payable in respect of the net proceeds and the Company
          shall not be required to account for any moneys earned on the net proceeds.TRANSFER OF SHARES


     31.
          Form of transfer(1)
          Subject to the restrictions in these articles, any member may transfer all or
          any of his shares by an instrument of transfer in any usual form or in any other
          form which the board may approve.(2)
          The instrument of transfer of a share shall be signed by or on behalf of the
          transferor and (except in the case of a fully paid share) by or on behalf of the
          transferee.(3)
          The transferor shall be deemed to remain the holder of the share until the name
          of the transferee is entered in the register in respect of the share.E-10


32.
          Right to refuse to register transfers(1)
          The board may, in its absolute discretion and without giving any reason for its
          decision, refuse to register any transfer of a share which is not fully paid up
          or on which the Company has a lien.(2)
          The board may also refuse to register any transfer unless it is:(a)
in
respect of only one class of shares;(b)
               in favour of no more than four transferees;(c)
               left at the office, or at such other place as the board may decide, for
               registration; and(d)
               accompanied by the certificate for the shares to be transferred and such other
               evidence (if any) as the board may reasonably require to prove the title of the
               intending transferor or his right to transfer the shares.(3)
          If the board refuses to register a transfer of a share, it shall, within two
          months after the date on which the transfer was lodged, send to the transferee
          notice of the refusal.33.    No fee payable


No
fee shall be charged for registration of a transfer or other document or instruction
relating to or affecting the title to any share.34.    Retention of
instruments


All
instruments of transfer which are registered may be retained by the Company, but any
instrument of transfer which the board refuses to register shall (except in any case where
fraud or any other crime involving dishonesty is suspected in relation to such transfer)
be returned to the person presenting it.35.    
          Power to suspend registration of transfers


The
registration of transfers of shares or of any class of shares may be suspended at such
times and for such periods (not exceeding thirty days in any year) as the board may
decide.36.    Renunciations


Nothing
in these articles shall preclude the board from recognising a renunciation of the
allotment of any share by the allottee in favour of some other person.TRANSMISSION OF SHARES


37.    Transmission on death


If
a member dies, the survivor, where the deceased was a joint holder, and his personal
representatives where he was a sole or the only surviving holder, shall be the only person
or persons recognised by the Company as having any title to his shares; but nothing in
these articles shall release the estate of a deceased holder from any liability in respect
of any share held by him solely or jointly.38.
          Election of person entitled by
          transmission(1)
          A person becoming entitled to a share in consequence of the death or bankruptcy
          of a member or of any other event giving rise to a transmission by operation of
          law may, on producing such evidence as the board may require and subject as
          provided in this article, elect either to be registered himself as the holder of
          the share or to have some person nominated by him registered as the holder of
          the share.(2)
          If he elects to be registered himself, he shall give to the Company a notice
          signed by him to that effect. If he elects to have another person registered, he
          shall execute a transfer of the share to that person.(3)
          All the provisions of these articles relating to the transfer of shares shall
          apply to the notice or instrument of transfer as if it were an instrument of
          transfer signed by the person from whom the title by transmission is derived and
          the event giving rise to such transmission had not occurred.E-11


39.
          Rights of person entitled by transmission(1)
          A person becoming entitled to a share in consequence of a death or bankruptcy or
          of any other event giving rise to a transmission by operation of law shall have
          the right to receive and give a discharge for any dividends or other moneys
          payable in respect of the share and shall have the same rights in relation to
          the share as he would have if he were the holder except that, until he becomes
          the holder, he shall not be entitled to attend or vote at any meeting of the
          Company or any separate general meeting of the holders of any class of shares in
          the Company.(2)
          The board may at any time give notice requiring any such person to elect either
          to be registered himself or to transfer the share and, if after ninety days the
          notice has not been complied with, the board may withhold payment of all
          dividends or other moneys payable in respect of the share until the requirements
          of the notice have been complied with.DISCLOSURE OF INTERESTS
IN SHARES


     40.
          Disclosure of interests in shares(1)
          This article applies where the Company gives to the holder of a share or to any
          person appearing to be interested in a share a notice requiring any of the
          information mentioned in section 212 of the Act (a section 212
          notice).(2)
          If a section 212 notice is given by the Company to a person appearing to be
          interested in any share, a copy shall at the same time be given to the holder,
          but the accidental omission to do so or the non-receipt of the copy by the
          holder shall not prejudice the operation of the following provisions of this
          article.(3)
          If the holder of, or any other person appearing to be interested in, any share
          has been served with a section 212 notice and, in respect of that share (a
          default share), has been in default for a period of 14 days after
          the date of service of the section 212 notice in supplying to the Company the
          information required by that notice, the board may decide that all or some of
          the restrictions referred to below shall apply in respect of the default share.
          Those restrictions shall continue until:(a)
               the date seven days after the date on which the board is satisfied that the
               default is remedied; or(b)
the
board decides to waive those restrictions, in whole or in part.(4)
          The restrictions referred to above are that the holder of a default share shall
          not be entitled, in respect of that share:(a)
               to attend or to vote, either personally or by proxy, at any general meeting or
               at any separate general meeting of the holders of any class of shares in the
               Company; or(b)
               to receive any dividend or other distribution; or(c)
               to transfer or agree to transfer that share or any rights in it.(5)
          If any dividend or other distribution is withheld under paragraph (4)(b) above,
          the member shall be entitled to receive it as soon as practicable after the
          restrictions contained in paragraph (4)(b) cease to apply.(6)
          If, while any of the restrictions referred to above apply to a share, another
share is allotted in right of it (or in right of any share to which this
paragraph applies), the same restrictions shall apply to that other share as if
it were a default share. For this purpose, shares which the Company allots, or
procures to be offered, pro rata(disregarding fractional entitlements and
shares not offered to certain members by reason of legal or practical problems
associated with issuing or offering shares outside the United Kingdom) to
holders of shares of the same class as the default share shall be treated as
shares allotted in right of existing shares from the date on which the allotment
is unconditional or, in the case of shares so offered, the date of the
acceptance of the offer.(7)
          For the purposes of this article a person shall be treated as appearing to be
          interested in any share if the Company has given to the member holding such
          share a section 212 notice and either (i) the member has named the
          person as being interested in the share or (ii) (after taking into account
          any response to any section 212 notice and any other relevant information) the
          Company knows or has reasonable cause to believe that the person in question is
          or may be interested in the share.E-12


(8)
          The provisions of this article are without prejudice to the provisions of
          section 216 of the Act and, in particular, the Company may apply to the court
          under section 216(1) whether or not these provisions apply or have been applied.GENERAL MEETINGS


41.    Annual general
meetings


The
board shall convene and the Company shall hold annual general meetings in accordance with
the requirements of the Statutes.42.    Extraordinary
general meetings


All
general meetings other than annual general meetings shall be called extraordinary general
meetings.43.
          Convening of extraordinary general meetings(1)
          The board may convene an extraordinary general meeting whenever it thinks fit.(2)
          An extraordinary general meeting may also be convened in accordance with
          article 83.(3)
          An extraordinary general meeting shall also be convened by the board on the
          requisition of members pursuant to the provisions of the Statutes or, in
          default, may be convened by such requisitionists, as provided by the Statutes.(4)
          The board shall comply with the provisions of the Statutes regarding the giving
          and the circulation, on the requisition of members, of notices of resolutions
          and of statements with respect to matters relating to any resolution to be
          proposed or business to be dealt with at any general meeting of the Company.NOTICE OF GENERAL
MEETINGS


     44.
          Length and form of notice(1)
          An annual general meeting and an extraordinary general meeting called for the
          passing of a special resolution or a resolution of which special notice is
          required by the Statutes or a resolution appointing any person (other than a
          retiring director) as a director shall be called by not less than twenty-one
          clear days notice. All other extraordinary general meetings shall be
          called by not less than fourteen clear days notice.(2)
          The notice shall specify the place, day and time of the meeting, and the general
          nature of the business to be transacted.(3)
          Notice of every general meeting shall be given to all members other than any
          who, under the provisions of these articles or the terms of issue of the shares
          they hold, are not entitled to receive such notices from the Company, and also
          to the auditors (or, if more than one, each of them) and to each director.45.
          Omission or non-receipt of noticeThe
accidental omission to give notice of a meeting to, or the non-receipt of notice by, any
person entitled to receive the notice shall not invalidate the proceedings of that
meeting.PROCEEDINGS AT GENERAL
MEETINGS


     46.
          Quorum(1)
          No business shall be transacted at any general meeting unless the requisite
          quorum is present when the meeting proceeds to business.(2)
          Except as otherwise provided by these articles two members present in person or
          by proxy shall be a quorum.(3)
          If within fifteen minutes from the time appointed for the holding of a general
          meeting a quorum is not present, the meeting, if convened on the requisition of
          members, shall be dissolved. In any other case, it shall stand adjourned to the
          same day in the next week (or, if that day is a holiday, to the next working
          day) and at the same time and place, as the original meeting, or, subject to
          article 51(4), to such other day, and at such other time and place, as the board
          may decide.(4)
          If at an adjourned meeting a quorum is not present within fifteen minutes from
          the time fixed for holding the meeting, the meeting shall be dissolved.E-13


47.
SecurityThe
board may make any security arrangements which it considers appropriate relating to the
holding of a general meeting of the Company or a separate general meeting of the holders
of any class of shares of the Company, including, without limitation, arranging for any
person attending a meeting to be searched and for items of personal property which may be
taken into a meeting to be restricted. A director or the secretary may refuse entry to a
meeting to any person who refuses to comply with any such arrangements.48.
ChairmanAt
each general meeting, the chairman of the board or, if he is absent or unwilling, the
deputy chairman (if any) of the board or (if more than one deputy chairman is present and
willing) the deputy chairman who has been longest in such office or, if no deputy chairman
is present and willing, that one of the other directors who is appointed for the purpose
by the board or (failing appointment by the board), by the members present, shall preside
as chairman of the meeting, but if no director is present within fifteen minutes after the
time fixed for holding the meeting or, if none of the directors present is willing to
preside, the members present and entitled to vote shall choose one of their number to
preside as chairman of the meeting.49.
Directors
entitled to attend and speakWhether
or not he is a member, a director shall be entitled to attend and speak at any general
meeting of the Company and at any separate general meeting of the holders of any class of
shares of the Company.50.
          Resolutions and amendments(1)
          Subject to the Statutes, a resolution may only be put to the vote at a general
          meeting if the chairman of the meeting in his absolute discretion decides that
          the resolution may properly be regarded as within the scope of the meeting.(2)
          In the case of a resolution to be proposed as a special or extraordinary
          resolution no amendment may be made, at or before the time at which the
          resolution is put to the vote, to the form of the resolution as set out in the
          notice of meeting, except to correct a patent error or as may otherwise be
          permitted by law.(3)
          In the case of a resolution to be proposed as an ordinary resolution no
          amendment may be made, at or before the time at which the resolution is put to
          the vote, unless:(a)
               in the case of an amendment to the form of the resolution as set out in the
               notice of meeting, written notice of the intention to move the amendment is
               lodged at the office no later than 48 hours before the time fixed for the
               holding of the relevant meeting; or(b)
               in any case, the chairman of the meeting in his absolute discretion otherwise
               decides that the amendment or amended resolution may properly be put to the
               vote.Thegiving
of written notice under subparagraph (a) above shall not prejudice the power of the
chairman of the meeting to rule the amendment out of order.(4)
          With the consent of the chairman of the meeting, a person who proposes an
          amendment to a resolution may withdraw it before it is put to the vote.(5)
          If the chairman of the meeting rules a resolution or an amendment to a
          resolution admissible or out of order (as the case may be), the proceedings of
          the meeting or on the resolution in question shall not be invalidated by any
          error in his ruling. Any ruling by the chairman of the meeting in relation to a
          resolution or an amendment to a resolution shall be final and conclusive.51.
          Adjournment(1)
          With the consent of any meeting at which a quorum is present the chairman of the
          meeting may (and shall if so directed by the meeting) adjourn the meeting from
          time to time and from place to place.(2)
          In addition, the chairman of the meeting may at any time without the consent of
          the meeting adjourn the meeting (whether or not it has commenced or a quorum is
          present) to another time and/or place if, in his opinion, it would facilitate
          the conduct of the business of the meeting to do so.E-14


(3)
          Nothing in this article shall limit any other power vested in the chairman to
          adjourn the meeting.(4)
          Whenever a meeting is adjourned for thirty days or more or sine
          die, at least fourteen clear days notice of the adjourned meeting
          shall be given in the same manner as in the case of the original meeting but
          otherwise no person shall be entitled to any notice of an adjourned meeting or
          of the business to be transacted at an adjourned meeting.(5)
          No business shall be transacted at any adjourned meeting other than the business
          which might have been transacted at the meeting from which the adjournment took
          place.52.
          Accommodation of persons at meetingIf
it appears to the chairman that the place of the meeting specified in the notice convening
the meeting is inadequate to accommodate all persons entitled and wishing to attend, the
meeting is duly constituted and its proceedings are valid if the chairman is satisfied
that adequate facilities are available, whether at the place of the meeting or elsewhere,
to ensure that each such person who is unable to be accommodated at the place of the
meeting is able to participate in the business for which the meeting has been convened and
to hear and see all persons present who speak, whether by the use of microphones,
loud-speakers, audio-visual communications equipment or otherwise (whether in use when
these articles are adopted or developed subsequently).53.
          Method of voting and demand for
          poll(1)
          At a general meeting a resolution put to the vote of the meeting shall be
          decided on a show of hands, unless (before, or immediately after the declaration
          of the result of, the show of hands or on the withdrawal of any other demand for
          a poll) a poll is demanded by:(a)
the
chairman of the meeting; or(b)
               at least five members present in person or by proxy having the right to vote on
               the resolution; or(c)
               a member or members present in person or by proxy representing in aggregate not
               less than one-tenth of the total voting rights of all the members having the
               right to vote on the resolution; or(d)
               a member or members present in person or by proxy holding shares conferring the
               right to vote on the resolution 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;and
a demand for a poll by a person as proxy for a member shall be as valid as if the demand
were made by the member himself.(2)
          No poll may be demanded on the appointment of a chairman of the meeting.(3)
          A demand for a poll may, before the poll is taken, be withdrawn but only with
          the consent of the chairman of the meeting and the demand so withdrawn shall not
          be taken to have invalidated the result of a show of hands declared before the
          demand was made. 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.(4)
          Unless a poll is demanded (and the demand is not withdrawn), a declaration by
          the chairman of the meeting that a resolution has been carried, or carried
          unanimously, or has been carried by a particular majority, or lost, or not
          carried by a particular majority, shall be conclusive, and an entry to that
          effect in the minutes of the meeting shall be conclusive evidence of that fact,
          without proof of the number or proportion of the votes recorded in favour of or
          against the resolution.(5)
          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 a poll has been
          demanded.E-15


54.
          How poll to be taken(1)
          If a poll is demanded (and the demand is not withdrawn), it shall be taken at
          such time (either at the meeting at which the poll is demanded or within thirty
          days after the meeting), at such place and in such manner as the chairman of the
          meeting shall direct and he may appoint scrutineers (who need not be members).(2)
          A poll demanded on a question of adjournment shall be taken at the meeting
          without adjournment.(3)
          It shall not be necessary (unless the chairman of the meeting otherwise directs)
          for notice to be given of a poll whether taken at or after the meeting at which
          it was demanded.(4)
          On a poll votes may be given either personally or by proxy and a member entitled
          to more than one vote need not use all his votes or cast all the votes he uses
          in the same way.(5)
          The result of the poll shall be deemed to be a resolution of the meeting at
          which the poll was demanded.55.
          Chairmans casting voteIn
the case of an equality of votes, either on a show of hands or on a poll, the chairman of
the meeting at which the show of hands takes place, or at which the poll is demanded, as
the case may be, shall be entitled to a further or casting vote in addition to any other
vote or votes to which he may be entitled.VOTES OF MEMBERS


56.
Voting
rightsSubject
to the provisions of these articles and to any special rights or restrictions as to voting
for the time being attached to any shares:(a)
               on a show of hands, every member who is present in person or by proxy, not being
               himself a member, shall have one vote; and(b)
               on a poll, every member who is present in person or by proxy shall have one vote
               for every share of which he is the holder.57.
Representation
of corporationsAny
corporation which is a member of the Company may, by resolution of its directors or other
governing body, authorise any person to act as its representative at any meeting of the
Company or of any class of members of the Company; and the representative shall be
entitled to exercise the same powers on behalf of the corporation which he represents as
that corporation could exercise if it were an individual member present at the meeting in
person, including (without limitation) power to vote on a show of hands or on a poll and
to demand or concur in demanding a poll. But the board or any director or the secretary
may (but shall not be bound to) require evidence of the authority of any such
representative.58.
Voting
rights of joint holdersIf
more than one of the joint holders of a share tenders a vote on the same resolution,
whether personally or by proxy, the vote of the senior who tenders a vote shall be
accepted to the exclusion of the vote(s) of the other joint holder(s); and for this
purpose seniority shall be determined by the order in which the names stand in the
register in respect of the relevant share.59.
Voting
rights of members incapable of managing their affairsA
member in respect of whom an order has been made by any court 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 bonisor other person in
the nature of a receiver or curator bonisappointed by that court, and the receiver,
curator bonisor other person may, on a poll, vote by proxy. Evidence to the satisfaction
of the board of the authority of the person claiming the right to vote shall be produced
at the office (or at such other place as may be specified for the deposit of instruments
appointing a proxy) not later than the last time by which an instrument appointing a proxy
must be deposited in order to be valid for use at the meeting or adjourned meeting or on
the holding of the poll at or on which that person proposes to vote and, in default, the
right to vote shall not be exercisable.E-16


60.    
          Voting rights suspended where sums overdue


Unless
the board otherwise decides, a member shall not be entitled to vote, either in person or
by proxy, at any general meeting or at any separate general meeting of the holders of any
class of shares in the Company in respect of any share held by him unless all calls and
other sums presently payable by him in respect of that share have been paid.61.    
          Objections to admissibility of votes


No
objection shall be raised as to the admissibility of any vote except at the meeting or
adjourned meeting or poll at which the vote objected to is or may be given or tendered,
and every vote not disallowed at such meeting or poll shall be valid for all purposes. Any
such objection made in due time shall be referred to the chairman of the meeting, whose
decision shall be final and conclusive.PROXIES


     62.
          Proxies(1)
          A proxy need not be a member of the Company and a member may appoint more than
          one proxy to attend on the same occasion.(2)
          Deposit of an instrument of proxy shall not preclude a member from attending and
          voting in person at the meeting or on the poll concerned.(3)
          No instrument of proxy shall be valid except for the meeting mentioned in it and
          any adjournment of that meeting (including on any poll demanded at the meeting
          or any adjourned meeting).63.
          Form of proxy(1)
          An instrument appointing a proxy shall be in any usual or common form or any
          other form which the board shall from time to time approve or accept.(2)
          The instrument appointing a proxy shall be in writing signed by the appointor,
          or his agent duly authorised in writing, or, if the appointor is a corporation,
          shall either be executed under its common seal or be signed by some agent or
          officer authorised for that purpose. The board may, but shall not be bound to,
          require evidence of the authority of any such agent or officer.(3)
          The signature on the instrument of proxy need not be witnessed.64.
          Deposit of proxy(1)
          The instrument appointing a proxy:(a)
               shall be deposited at the office (or at such other place as may be specified in
               the notice convening the meeting or in any instrument of proxy sent out by the
               Company in relation to the meeting) at least 48 hours before the time for
               holding the meeting at which the person named in the instrument proposes to
               vote; or(b)
               in the case of a poll taken more than 48 hours after it is demanded or in the
               case of an adjourned meeting to be held more than 48 hours after the time
               fixed for holding the original meeting, shall be deposited at the office (or at
               such other place as may be specified in the notice convening the meeting or in
               any instrument of proxy sent out by the Company in relation to the meeting) at
               least 24 hours before the time appointed for the taking of the poll or, as
               the case may be, the time fixed for holding the adjourned meeting; or(c)
               in the case of a poll which is not taken at the meeting at which it is demanded
               but is taken 48 hours or less after it is demanded, or in the case of an
               adjourned meeting to be held 48 hours or less after the time fixed for
               holding the original meeting, shall be delivered at the meeting at which the
               poll is demanded or, as the case may be, at the original meeting, to the
               chairman of the meeting or to the secretary or to any director or as directed at
               the meeting by the chairman of the meeting.(2)
          In the case of an instrument signed by an agent of a member who is not a
          corporation, there shall also be deposited, in the manner set out in
          paragraph (1) above, the authority under which the instrument is signed or
          an office copy of it or a copy of it certified in accordance with section 3
          of the Powers of Attorney Act 1971.E-17


(3)
          In the case of an instrument signed by an officer or agent of a corporation, the
          directors may also require there to be deposited, in the manner set out in
          paragraph (1) above, the authority under which the instrument is signed, or
          a notarially certified copy of it, or such other authorities or documents as
          shall be specified in the notice of the relevant meeting or in any instrument of
          proxy issued by the Company in connection with the relevant meeting.(4)
          The board may decide, either generally or in any particular case, to treat an
          instrument of proxy or any of the documents required under paragraph (2) or (3)
          above as properly deposited for the purposes of this article if a copy of the
          instrument or other document is transmitted by facsimile process. Except as
          aforesaid, if the instrument of proxy and any of the documents required under
          paragraph (2) or (3) above are not deposited in the manner required above, the
          person named in the instrument of proxy shall not be entitled to vote in respect
          of the shares in question.(5)
          If two or more valid but differing instruments of proxy are deposited in respect
          of the same share for use at the same meeting or on the same poll, the one which
          is last deposited (regardless of its date or of the date of its execution) shall
          be treated as replacing and revoking the others as regards that share and if the
          Company is unable to determine which was last deposited, none of them shall be
          treated as valid in respect of that share.65.
          Notice of revocation of proxyA
vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal, or revocation of the
proxy or the authority under which the proxy was executed or (until entered in the
register) the transfer of the share in respect of which the vote is given, provided no
intimation in writing of the death, insanity, revocation or transfer was received at the
office (or at such other place at which the instrument of proxy was duly deposited) up to
six hours before the time fixed for holding the meeting or adjourned meeting (or, in the
case of a poll, before the time appointed for the taking of the poll) at which the vote
was given.DIRECTORS


66.
Number
of directorsUnless
otherwise determined by an ordinary resolution of the Company, the directors (other than
alternate directors) shall not be subject to any maximum but shall not be less than two in
number.67.
Directors
need not be membersA director
need not be a member of the Company.68.
Age
of directorsNo
person shall be disqualified from being 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
seventy years or any other age nor shall it be necessary by reason of his age to give
special notice of any resolution.APPOINTMENT,
RETIREMENT AND REMOVAL OF DIRECTORS


     69.
          Appointment of directors by the Company(1)
          Subject to the provisions of these articles, the Company may by ordinary
          resolution appoint any person who is willing to act to be a director, either to
          fill a vacancy or as an additional director, but so that the total number of
          directors shall not exceed any maximum number fixed by or in accordance with
          these articles.(2)
          No person (other than a director retiring by rotation or otherwise) shall be
          appointed or reappointed a director at any general meeting unless:(a)
he
is recommended by the board; or(b)
               not less than seven nor more than forty-two days before the date appointed for
               the meeting there has been given to the Company, by a member (other than the
               person to be proposed) entitled to vote at the meeting, notice of his intention
               to propose a resolution for the appointment of that person, stating the
               particulars which would, if he were so appointed, be required to be included in
               the Companys register of directors and a notice executed by that person of
               his willingness to be appointed.E-18


70.
Separate
resolutions for appointment of each directorEvery
resolution of a general meeting for the appointment of a director shall relate to one
named person and a single resolution for the appointment of two or more persons shall be
void, unless a resolution that it shall be so proposed has been first agreed to by the
meeting without any vote being cast against it.71.
          Other powers to appoint directors(1)
          Either the board or the Controlling Shareholder may appoint any person who is
          willing to act to be a director, either to fill a vacancy or by way of addition
          to the number of directors but so that the total number of directors shall not
          exceed any maximum number which may be fixed by or in accordance with these
          articles. Any director so appointed by the board shall retire from office at the
          next annual general meeting of the Company, but shall then be eligible for
          re-appointment.(2)
          Any such appointment by the Controlling Shareholder shall be made in writing
          signed by the Controlling Shareholder and, in the case of a body corporate
          corporate which is a Controlling Shareholder, the signature of any officer or
          other duly appointed representative shall suffice. Any such appointment shall
          take effect when lodged at the office or produced at any meeting of the
          directors. Every director in office at the date of adoption of these articles
          shall be deemed to have been appointed pursuant to this article.72.
          Retirement of directors(1)
          At each annual general meeting any director who has been appointed by the board
          since the previous annual general meeting and any director selected to retire by
          rotation shall retire from office.(2)
          A retiring director shall be eligible for re-appointment and (unless he is
          removed from office or his office is vacated in accordance with these articles)
          shall retain office until the close of the meeting at which he retires or (if
          earlier) when a resolution is passed at that meeting not to fill the vacancy or
          to appoint another person in his place or the resolution to re-appoint him is
          put to the meeting and lost.(3)
          If at any meeting at which the appointment of a director ought to take place the
          office vacated by a retiring director is not filled up, the retiring director,
          if willing to act, shall be deemed to be re-appointed, unless at the meeting a
          resolution is passed not to fill the vacancy or to appoint another person in his
          place or unless the resolution to re-appoint him is put to the meeting and lost.73.
          Selection of directors to retire by
          rotation(1)
          Neither a director holding the office of chairman or chief executive nor a
          director appointed (or deemed to have been appointed) by a Controlling
          Shareholder under article 71 shall be subject to retirement by rotation and in
          selecting the directors who are to retire by rotation at an annual general
          meeting any such director and any director who has been appointed by the board
          since the previous annual general meeting shall be disregarded.(2)
          At each annual general meeting one-third of the directors who are subject to
          retirement by rotation or, if their number is not an integral multiple of three,
          the number nearest to one-third but not exceeding one-third, shall retire from
          office but so that if there are fewer than three directors who are subject to
          retirement by rotation, one shall retire.(3)
          The directors to retire by rotation at each annual general meeting shall include
          (so far as is necessary to obtain the number required) any director who wishes
          to retire and not to offer himself for re-election and otherwise shall be the
          directors who, at the date of the notice of the meeting, have been longest in
          office since their last appointment or re-appointment, but 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.(4)
          The names of the directors to retire by rotation shall be stated in the notice
          of the annual general meeting or in any document accompanying the notice. The
          directors to retire on each occasion (both as to number and identity) shall be
          determined by the composition of the board at the start of business on the date
          of the notice convening the annual general meeting and no director shall be
          required to retire or be relieved from retiring by reason of any change in the
          number or identity of the directors after that time but before the close of the
          meeting.74.
          Removal of directors(1)
          The Company may by extraordinary resolution, or by ordinary resolution of which
          special notice has been given in accordance with the Statutes, remove any
          director before his period of office has expired notwithstanding anything in
          these articles or in any agreement between him and the Company.E-19


(2)
          The Controlling Shareholder may also remove any director. Any such removal shall
          be made in writing signed by the Controlling Shareholder and, in the case of a
          body corporate which is a Controlling Shareholder, the signature of any officer
          or other duly appointed representative shall suffice. Any such removal shall
          take effect when lodged at the office or produced at any meeting of the
          directors.(3)
          A director may also be removed from office by the service on him of a notice to
          that effect signed by all the other directors.(4)
          Any removal of a director under this article shall be without prejudice to any
          claim which such director may have for damages for breach of any agreement
          between him and the Company.75.
          Vacation of office of directorWithout
prejudice to the provisions of these articles for retirement or removal the office of a
director shall be vacated:(a)
               if he is prohibited by law from being a director; or(b)
               if he becomes bankrupt or he makes any arrangement or composition with his
               creditors generally; or(c)
               if he is, or may be, suffering from mental disorder and in relation to that
               disorder either he is admitted to hospital for treatment or an order is made by
               a court (whether in the United Kingdom or elsewhere) for his detention or for
               the appointment of some person to exercise powers with respect to his property
               or affairs and, in either case, the board resolves that his office be vacated;
               or(d)
               if for more than six months he is absent (whether or not an alternate director
               attends in his place), without special leave of absence from the board, from
               meetings of the board held during that period and the board resolves that his
               office be vacated; or(e)
               if he serves on the Company notice of his wish to resign, in which event he
               shall vacate that office on the service of that notice on the Company or at such
               later time as is specified in the notice; or(f)
               if he is removed under article 74.76.    Executive directors


     (1)
          The board may appoint one or more directors to hold any executive office under
          the Company (including that of chairman, chief executive or managing director)
          for such period (subject to the provisions of the Statutes) and on such terms as
          it may decide and may revoke or terminate any appointment so made without
          prejudice to any claim for damages for breach of any contract of service between
          the director and the Company.(2)
          The remuneration of a director appointed to any executive office shall be fixed
          by the board and may be by way of salary, commission, participation in profits
          or otherwise and either in addition to or inclusive of his remuneration as a
          director.(3)
          A director appointed to any executive office shall automatically cease to hold
          that office if he ceases to be a director but without prejudice to any claim for
          damages for breach of any contract of service between him and the Company.ALTERNATE DIRECTORS


     77.
          Power to appoint alternate directors(1)
          Each director may appoint another director or any other person who is willing to
          act as his alternate and may remove him from that office. The appointment as an
          alternate director of any person who is not himself a director shall be subject
          to the approval of a majority of the directors or a resolution of the board.(2)
          An alternate director shall be entitled to receive notice of, and to attend and
          vote at, any meeting of the board (or of a committee of which the director
          appointing him is a member) at which the director appointing him is not
          personally present and at the meeting to exercise and discharge all the
          functions, powers and duties of his appointor as a director and for the purposes
          of the proceedings at the meeting the provisions of these articles shall apply
          as if he were a director.E-20


(3)
          Every person acting as an alternate director shall (except as regards power to
          appoint an alternate and remuneration) be subject in all respects to the
          provisions of these articles relating to directors and shall alone be
          responsible to the Company for his acts and defaults and shall not be deemed to
          be the agent of the director appointing him. An alternate director may be paid
          expenses and shall be entitled to be indemnified by the Company to the same
          extent as if he were a director but shall not be entitled to receive from the
          Company any fee in his capacity as an alternate director.(4)
          Every person acting as an alternate director shall have one vote for each
          director for whom he acts as alternate, in addition to his own vote if he is
          also a director, but he shall count as only one for the purpose of determining
          whether a quorum is present.(5)
          Any person appointed as an alternate director shall vacate his office as
          alternate director if the director by whom he has been appointed vacates his
          office as director (otherwise than by retirement at a general meeting of the
          Company at which he is re-elected) or removes him by notice to the Company or on
          the happening of any event which, if he is or were a director, causes or would
          cause him to vacate that office.(6)
          Every appointment or removal of an alternate director shall be by notice in
          writing signed by the appointor (or in any other manner approved by the board)
          and shall be effective (subject to paragraph (1) above) on delivery at the
          office, to the secretary or at a meeting of the board.REMUNERATION, EXPENSES
AND PENSIONS


78.    Remuneration of
directors


The
directors (other than any director who for the time being holds an executive office or
employment with the Company, any holding company of the Company or a subsidiary of the
Company or any such holding company or any director appointed (or deemed to have been
appointed) by a Controlling Shareholder under article 71(1)) shall be paid out of the
funds of the Company by way of remuneration for their services as directors such fees not
exceeding in aggregate US$1,000,000 per annum (or such larger sum as the Company may, by
ordinary resolution, determine) as the directors may decide, to be divided among them in
such proportion and manner as they may agree or, failing agreement, equally, except that
any director who holds office for only part of a period in respect of which such
remuneration is payable shall be entitled only to a proportion of such fees according to
that part of the period during which he held office. Any fee payable under this article
shall be distinct from any remuneration or other amounts payable to a director under other
provisions of these articles and shall accrue from day to day.79.
          Special remuneration(1)
          The board may grant special remuneration to any director who performs any
          special or extra services to or at the request of the Company.(2)
          Such special remuneration may be paid by way of lump sum, salary, commission,
          participation in profits or otherwise as the board may decide in addition to any
          remuneration provided for by or pursuant to any other article.80.
          ExpensesA
director shall be paid out of the funds of the Company all travelling, hotel and other
expenses properly incurred by him in and about the discharge of his duties, including his
expenses of travelling to and from meetings of the board, committee meetings, general
meetings and separate meetings of the holders of any class of securities of the Company.81.
Pensions
and other benefitsThe
board may exercise all the powers of the Company to pay, provide or procure the grant of
pensions or other retirement or superannuation benefits and death, disability or other
benefits, allowances or gratuities to any person who is or has been at any time a director
of the Company or in the employment or service of the Company or of any company which is
or was a subsidiary of or associated with the Company or of the predecessors in business
of the Company or any such subsidiary or associated company or the relatives or dependants
of any such person. For that purpose the board may procure the establishment and
maintenance of, or participate in, or contribute to, any non-contributory or contributory
pension or superannuation fund, scheme or arrangement and pay any insurance premiums.E-21

POWERS OF THE
BOARD


     82.
          General powers of the
          board to manage Companys business(1)
          The business of the Company shall be managed by the board which may exercise all
          the powers of the Company, subject to the provisions of the Statutes, the
          memorandum, these articles and any ordinary resolution of the Company. No
          resolution or alteration of the memorandum or these articles shall invalidate
          any prior act of the board which would have been valid if the resolution had not
          been passed or the alteration had not been made.(2)
          The powers given by this article shall not be limited by any special authority
          or power given to the board by any other article or any resolution of the
          Company.83.
          Power to act notwithstanding vacancyThe
continuing directors or the sole continuing director at any time may act notwithstanding
any vacancy in their number; but, if the number of directors is less than the minimum
number fixed by or in accordance with these articles, they or he may act for the purpose
of filling up vacancies or calling a general meeting of the Company, but not for any other
purpose. If no director is able or willing to act, then any two members may summon a
general meeting for the purpose of appointing directors.84.
Provisions
for employeesThe
board may exercise any of the powers conferred by the Statutes to make provision for the
benefit of any persons employed or formerly employed by the Company or any of its
subsidiaries in connection with the cessation or the transfer to any person of the whole
or part of the undertaking of the Company or any of its subsidiaries.85.
Power
to borrow moneyThe
board may exercise all the powers of the Company to borrow money and to mortgage or charge
all or any part of its undertaking, property and assets (both present and future) and
uncalled capital and to issue debentures and other securities, whether outright or as
collateral security for any debt, liability or obligation of the Company or of any third
party.DELEGATION OF
BOARDS POWERS


     86.    
          Delegation to individual directors


The
board may entrust to and confer upon any director any of its powers, authorities and
discretions (with power to sub-delegate) on such terms and conditions as it thinks fit and
may revoke or vary all or any of them, but no person dealing in good faith shall be
affected by any revocation or variation.87.
          Committees(1)
          The board may delegate any of its powers, authorities and discretions (with
          power to sub-delegate) to any committee consisting of such person or persons
          (whether directors or not) as it thinks fit, provided that the majority of the
          members of the committee are directors and that no meeting of the committee
          shall be quorate for the purpose of exercising any of its powers, authorities or
          discretions unless a majority of those present are directors. The board may make
          any such delegation on such terms and conditions as it thinks fit and may revoke
          or vary any such delegation and discharge any committee wholly or in part, but
          no person dealing in good faith shall be affected by any revocation or
          variation. Any committee so formed shall, in the exercise of the powers,
          authorities and discretions so delegated, conform to any regulations that may be
          imposed on it by the board.(2)
          The proceedings of a committee with two or more members shall be governed by any
          regulations imposed on it by the board and (subject to such regulations) by the
          provisions of these articles regulating the proceedings of the board so far as
          they are capable of applying.88.
          Local boards(1)
          The board may establish any local or divisional board or agency for managing any
          of the affairs of the Company whether in the United Kingdom or elsewhere and may
          appoint any persons to be members of a local or divisional board, or to be
          managers or agents, and may fix their remuneration.(2)
          The board may delegate to any local or divisional board, manager or agent any of
          its powers, authorities and discretions (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.E-22


(3)
          Any appointment or delegation under this article may be made on such terms and
          subject to such conditions as the board thinks fit and the board may remove any
          person so appointed, and may revoke or vary any delegation, but no person
          dealing in good faith shall be affected by the revocation or variation.89.    Powers of attorney


The
board may by power of attorney or otherwise appoint any person to be the agent of the
Company on such terms (including terms as to remuneration) as it may decide and may
delegate to any person so appointed any of its powers, authorities and discretions (with
power to sub-delegate). The board may remove any person appointed under this article and
may revoke or vary the delegation, but no person dealing in good faith shall be affected
by the revocation or variation.DIRECTORS INTERESTS


     90.
          Directors interests and voting(1)
          Subject to the provisions of the Statutes a director shall not be disqualified
          by his office from entering into any contract with the Company, either with
          regard to his tenure of any office or position in the management, administration
          or conduct of the business of the Company or as vendor, purchaser or otherwise.
          Subject to the interest of the director being duly declared, a contract entered
          into by or on behalf of the Company in which any director is in any way
          interested shall not be liable to be avoided, nor shall any director so
          interested be liable to account to the Company for any benefit resulting from
          the contract, by reason of the director holding that office or of the fiduciary
          relationship established by his holding that office.(2)
          A director may hold any other office or place of profit with the Company (except
          that of auditor) in conjunction with his office of director for such period
          (subject to the provisions of the Statutes) and upon such terms as the board may
          decide and may be paid such extra remuneration for so doing (whether by way of
          salary, commission, participation in profits or otherwise) as the board may
          decide, either in addition to or in lieu of any remuneration under any other
          provision of these articles.(3)
          A director may be or become a member or director of, or hold any other office or
          place of profit under, or otherwise be interested in, any other company in which
          the Company may be interested and shall not be liable to account to the Company
          for any benefit received by him as a member or director of, or holder of any
          other office or place of profit under, or his other interest in, that company.(4)
          The board may cause the voting rights conferred by the shares in any other
          company held or owned by the Company or exercisable by them as directors of that
          other company to be exercised in such manner in all respects as it thinks fit
          (including the exercise of voting rights in favour of any resolution appointing
          the directors or any of them as directors or officers of the other company or
          voting or providing for the payment of any benefit to the directors or officers
          of the other company).(5)
          A director may act by himself or his firm in a professional capacity for the
          Company (except as auditor) and he or his firm shall be entitled to remuneration
          for professional services as if he were not a director.(6)
          The board may purchase and maintain for or for the benefit of any person who
          holds or has at any time held a relevant office insurance against any liability
          incurred by him in respect of any act or omission in the actual or purported
          discharge of his duties or in the exercise or purported exercise of his powers
          or otherwise in relation to his holding of a relevant office; and for this
          purpose relevant office means that of director, officer, employee or
          auditor in relation to the Company or any company which is or was a subsidiary
          undertaking of or associated with the Company or any predecessor in business of
          the Company or any such subsidiary undertaking or associated company, or that of
          trustee of any pension fund or retirement, death or disability scheme for the
          benefit of any employee of the Company or any such subsidiary undertaking or
          associated company.(7)
          A director who to his knowledge is in any way, whether directly or indirectly,
          interested in a contract with the Company shall declare the nature of his
          interest at the meeting of the board at which the question of entering into the
          contract is first taken into consideration, if he knows his interest then
          exists, or in any other case at the first meeting of the board after he knows
          that he is or has become so interested. For the purposes of this article, a
          general notice given to the board by a director to the effect that:E-23


(a)
               he is a member of a specified company or firm and is to be regarded as
               interested in any other contract which may after the date of the notice be made
               with that company or firm; or(b)
               he is to be regarded as interested in any contract which may after the date of
               the notice be made with a specified person who is connected with him,shall
be deemed to be a sufficient declaration of interest under this article in relation to any
such contract but no such notice shall be effective unless either it is given at a meeting
of the board or the director takes reasonable steps to secure that it is brought up and
read at the next board meeting after it is given.(8)
          A director shall not vote (or be counted in the quorum at a meeting) in respect
          of any resolution concerning his own appointment (including fixing or varying
          its terms), or the termination of his own appointment, as the holder of any
          office or place of profit with the Company or any other company in which the
          Company is interested but, where proposals are under consideration concerning
          the appointment (including fixing or varying its terms), or the termination of
          the appointment, of two or more directors to offices or places of profit with
          the Company or any other company in which the Company is interested, those
          proposals may be divided and a separate resolution may be put in relation to
          each director and in that case each of the directors concerned shall be entitled
          to vote (and be counted in the quorum) in respect of each resolution unless it
          concerns his own appointment or the termination of his own appointment.(9)
          Subject to paragraph (8) above and provided that he has disclosed any interest
          of his in accordance with paragraph (7) above, a director may vote (and be
          counted in the quorum at a meeting) in relation to any resolution relating to
          any contract in which he has an interest.(10)
          In this article references to a contract include references to any proposed
          contract and to any transaction or arrangement whether or not constituting a
          contract.PROCEEDINGS OF THE BOARD


91.
Board
meetingsThe
board may meet for the despatch of business, adjourn and otherwise regulate its meetings
as it thinks fit. A director at any time may, and the secretary at the request of a
director at any time shall, summon a board meeting.92.
Notice
of board meetingsNotice
of a board meeting shall be deemed to be properly given to a director if it is given to
him personally or by word of mouth or sent in writing to him at his last known address or
any other address given by him to the Company for this purpose. A director may waive
notice of any meeting either prospectively or retrospectively.93.
QuorumThe
quorum necessary for the transaction of the business of the board may be fixed by the
board and, unless so fixed at any other number, shall be two.94.
          Chairman or deputy chairman to preside(1)
          The board may appoint a chairman and one or more deputy chairman or chairmen and
          may at any time revoke any such appointment.(2)
          The chairman, or failing him any deputy chairman (the senior in office taking
          precedence, if more than one is present), shall, if present and willing, preside
          at all meetings of the directors but, if no chairman or deputy chairman has been
          appointed, or if he is not present within five minutes after the time fixed for
          holding the meeting or is unwilling to act as chairman of the meeting, the
          directors present shall choose one of their number to act as chairman of the
          meeting.95.
          Competence of meetingsA
meeting of the board at which a quorum is present shall be competent to exercise all the
powers, authorities and discretions for the time being vested in or exercisable by the
board.96.
VotingQuestions
arising at any meeting of the board shall be determined by a majority of votes. In the
case of an equality of votes the chairman of the meeting shall have a second or casting
vote.E-24

97.    Telephone meetings


     (1)
          A meeting of the board may consist of a conference between directors some or all
          of whom are in different places provided that each director who participates is
          able:(a)
               to hear each of the other participating directors addressing the meeting; and(b)
               if he so wishes, to address all of the other participating directors
               simultaneously,whether
directly, by conference telephone or by any other form of communications equipment
(whether in use when these articles are adopted or developed subsequently) or by a
combination of such methods.(2)
          A quorum is deemed to be present if those conditions are satisfied in respect of
          at least the number of directors required to form a quorum, subject to the
          provisions of article 90(8).(3)
          A meeting held in this way is deemed to take place at the place where the
          largest group of participating directors is assembled or, if no such group is
          readily identifiable, at the place from where the chairman of the meeting
          participates.98.
          Resolutions in writingA
resolution in writing signed or approved by letter, facsimile, telegram or telex by all
the directors entitled to notice of a meeting of the directors shall be as valid and
effectual as if it had been passed at a meeting of the directors duly called and
constituted. The resolution may be contained in one document or in several documents in
like form, each signed or approved by one or more of the directors concerned. For the
purpose of this article the signature or approval of an alternate director (if any) shall
suffice in place of the signature of the director appointing him.99.    Validity
of acts of directors in spite of formal defect


All
acts bona fide done by a meeting of the board, or of a committee, or
by any person acting as a director or a member of a committee, shall, notwithstanding that
it is afterwards discovered that there was some defect in the appointment of any member of
the board or committee or of the person so acting, or that they or any of them were
disqualified or had vacated office or were not entitled to vote, be as valid as if every
such person had been duly appointed and qualified to be a director and had continued to be
a director or member of the committee and had been entitled to vote.100.
MinutesThe board
shall cause minutes to be made in books kept for the purpose:(a)
               of all appointments of officers made by the board;(b)
               of the names of all the directors present at each meeting of the board and of
               any committee; and(c)
               of all resolutions and proceedings of all meetings of the Company and of any
               class of members, and of the directors and of any committee.SECRETARY AND OTHER
OFFICERS


101.  Secretary


The
secretary shall be appointed by the board for such term, at such remuneration and on such
conditions as it thinks fit, and the board may remove from office any person so appointed
(without prejudice to any claim for damages for breach of any contract between him and the
Company).102.
          Other officers(1)
          The board may from time to time appoint any person to any honorary or executive
          office designated by it, including but not limited to the office of president,
          vice-president, chief financial officer and treasurer, for such term, at such
          remuneration (if any) and on such conditions as it thinks fit, and the board may
          remove from office any person so appointed (without prejudice to any claim for
          damages for breach of any contract between him and the Company).(2)
          A person appointed to any such office need not be a director and shall not, by
          reason of his holding that office, be deemed to be a director or other officer
          of the company for the purposes of the Statutes or any other provision of these
          articles.E-25


SEAL


     103.
          Seal(1)
          The Company may exercise the powers conferred by the Statutes with regard to
          having official seals and those powers shall be vested in the board.(2)
          The board shall provide for the safe custody of every seal of the Company.(3)
          A seal shall be used only by the authority of the board or a duly authorised
          committee but that authority may consist of an instruction or approval given by
          letter, facsimile, telegram, telex or telephone by a majority of the directors
          or of the members of a duly authorised committee.(4)
          The board may determine who shall sign any instrument to which a seal is
          applied, either generally or in relation to a particular instrument or type of
          instrument, and may also determine, either generally or in any particular case,
          that such signatures shall be dispensed with or affixed by some mechanical
          means.(5)
          Unless otherwise decided by the board:(a)
               certificates for shares, debentures or other securities of the Company issued
               under seal need not be signed; and(b)
               every other instrument to which a seal is applied shall be signed by at least
               one director and the secretary or by at least two directors.DIVIDENDS


104.  Declaration
of dividends by the Company


The
Company may, by ordinary resolution, declare a dividend to be paid to the members,
according to their respective rights and interests in the profits, and may fix the time
for payment of such dividend, but no dividend shall exceed the amount recommended by the
board.105.  Fixed
and interim dividends


The
board may pay such interim dividends as appear to the board to be justified by the
financial position of the Company and may also pay any dividend payable at a fixed rate at
intervals settled by the board whenever the financial position of the Company, in the
opinion of the board, justifies its payment. If the board acts in good faith, none of the
directors shall incur any liability to the holders of shares conferring preferred rights
for any loss they may suffer in consequence of the payment of an interim dividend on any
shares having non-preferred or deferred rights.106.
          Calculation and currency of dividends(1)
          Except insofar as the rights attaching to, or the terms of issue of, any share
          otherwise provide:(a)
               all dividends shall be declared and paid according to the amounts paid up on the
               shares in respect of which the dividend is paid, but no amount paid up on a
               share in advance of calls shall be treated for the purposes of this article as
               paid up on the share;(b)
               all dividends shall be apportioned and paid pro rata
               according to the amounts paid up on the shares during any portion or
               portions of the period in respect of which the dividend is paid; and(c)
               dividends may be declared or paid in any currency.(2)
          The board may agree with any member that dividends which may at any time or from
          time to time be declared or become due on his shares in one currency shall be
          paid or satisfied in another, and may agree the basis of conversion to be
          applied and how and when the amount to be paid in the other currency shall be
          calculated and paid and for the Company or any other person to bear any costs
          involved.107.
Method
of payment(1)
          The Company may pay any dividend or other sum payable in respect of a share in
          cash or by cheque, dividend warrant, or money order and may send the same by
          post to the registered address of the holder or in the case of joint holders to
          the registered address of that person whose name stands first in the register,
          or to such person and address as the holder or joint holders may direct in
          writing. Every cheque, warrant, or order is sent at the risk of the person or
          persons entitled to the money represented by it and shall be made payable to
          such person or persons or as he or they may direct in writing and the payment of
          the cheque, warrant or order shall be a good discharge to the Company.E-26


(2)
          In addition, any such dividend or other sum may be paid by any bank or other
          funds transfer system or by such other means and to or through such person as
          the holder or joint holders may direct in writing, and the Company shall have no
          responsibility for any sums lost or delayed in the course of any such transfer
          or when it has acted on any such direction.(3)
          Any joint holder or other person jointly entitled to any share may give an
          effective receipt for all dividends and other moneys paid in respect of the
          share.(4)
          Any dividend or other sum payable in respect of a share may be paid to a person
          or persons entitled by transmission to that share as if he or they were the
          holder or joint holders of that share and his address (or the address of the
          first named of two or more persons jointly entitled) noted in the register were
          the registered address.108.
          Dividends not to bear interestNo
dividend or other moneys payable by the Company on or in respect of any share shall bear
interest as against the Company unless otherwise provided by the rights attached to the
share.109.
Calls
or debts may be deducted from dividendsThe
board may deduct from any dividend or other moneys payable to any person (either alone or
jointly with another) on or in respect of a share all such sums as may be due from him
(either alone or jointly with another) to the Company on account of calls or otherwise in
relation to shares of the Company.110.
Unclaimed
dividends etcAll
unclaimed dividends, interest or other sums payable may be invested or otherwise made use
of by the board for the benefit of the Company until claimed. All dividends unclaimed for
a period of twelve years after having become due for payment shall be forfeited and cease
to remain owing by the Company. The payment of any unclaimed dividend, interest or other
sum payable by the Company on or in respect of any share into a separate account shall not
constitute the Company a trustee in respect of it.111.
Uncashed
dividendsIf
a cheque, warrant or order for a dividend or other sum payable in respect of a share sent
by the Company to the person entitled to it is returned to the Company or left uncashed
and, after reasonable enquiries, the Company is unable to establish any new address for
that person or if such a cheque, warrant or order is returned to the Company or left
uncashed on two consecutive occasions, the Company shall not be obliged to send any
dividends or other sums payable in respect of that share due to that person until he
notifies the Company of an address to be used for the purpose.112.
          Dividends in specie(1)
          With the sanction of an ordinary resolution of the Company and on the
          recommendation of the board payment of any dividend may be satisfied wholly or
          in part by the distribution of specific assets and in particular of paid up
          shares or debentures of any other company.(2)
          Where any difficulty arises in regard to the distribution, the board may settle
          the difficulty as it thinks fit and in particular may issue fractional
          certificates or ignore fractions, and may fix the value for distribution of the
          specific assets or any part of them, and may determine that cash payments be
          made to any members upon the footing of the value so fixed in order to secure
          equality of distribution, and may vest any of the specific assets in trustees
          upon such trusts for the persons entitled to the dividend as the board may think
          fit.113.
          Scrip dividends(1)
          The board may, if authorised by an ordinary resolution of the Company, offer any
          holders of ordinary shares the right to elect to receive further ordinary shares
          credited as fully paid, instead of cash in respect of all (or some part) of any
          dividend specified by the ordinary resolution (a scrip dividend) in
          accordance with the following provisions of this article.E-27

(2)
          So long as the ordinary shares are divided into A ordinary shares and B ordinary
          shares, the further ordinary shares offered to every A ordinary shareholder in
          respect of his holding of such shares shall be A ordinary shares and the further
          ordinary shares offered to every B ordinary shareholder in respect of his
          holding of such shares shall be B ordinary shares.(3)
          The ordinary resolution may specify a particular dividend (whether or not
          already declared) or may specify all or any dividends declared within a
          specified period.(4)
          The basis of allotment shall be decided by the board so that, as nearly as may
          be considered convenient, the value of the further ordinary shares, including
          any fractional entitlement, is equal to the amount of the cash dividend which
          would otherwise have been paid. The basis of allotment of A ordinary shares and
          B ordinary shares shall be the same.(5)
          For the purposes of paragraph (4) above the value of the further ordinary shares
          shall be calculated by reference to the closing market price for a fully paid
          ordinary share (or any certificate or depositary receipt representing or
          evidencing an entitlement to such a share), adjusted if necessary for the
          proposed dividend, on any stock exchange or other securities market on which
          those shares (or such certificates or receipts) are listed or regularly traded
          for the five business days immediately preceding or following the announcement
          of the cash dividend to which the scrip dividend relates, as the board may
          decide.(6)
          The board shall give notice to the ordinary shareholders of their rights of
          election in respect of the scrip dividend and shall specify the procedure to be
          followed in order to make an election.(7)
          The dividend or that part of it in respect of which an election for the scrip
          dividend is made shall not be paid and instead further ordinary shares shall be
          allotted in accordance with elections duly made and the board shall capitalise a
          sum equal to the aggregate nominal amount of the shares to be allotted out of
          such sums available for the purpose as the board may consider appropriate.(8)
          The further ordinary shares so allotted shall rank pari passu
          in all respects with the fully paid ordinary shares (or ordinary shares
          of the relevant class) then in issue except as regards participation in the
          relevant dividend.(9)
          The board may decide that the right to elect for any scrip dividend shall not be
          made available to shareholders resident in any territory where, in the opinion
          of the board, compliance with local laws or regulations would be unduly onerous.(10)
          The board may do all acts and things considered necessary or expedient to give
          effect to the provisions of a scrip dividend election and the issue of any
          ordinary shares in accordance with the provisions of this article, and may make
          such provisions as they think fit for the case of shares becoming distributable
          in fractions (including provisions under which, in whole or in part, the benefit
          of fractional entitlements accrues to the Company rather than to the members
          concerned). To the extent that the entitlement of any holder of ordinary shares
          in respect of any dividend is less than the value of one new ordinary share (as
          determined for the basis of any scip dividend) the board may also from time to
          time establish or vary a procedure for such entitlement to be accrued and
          aggregated with any similar entitlement for the purposes of any subsequent scrip
          dividend.(11)
          The board may from time to time establish or vary a procedure for election
          mandates, under which a holder of ordinary shares may, in respect of any future
          dividends for which a right of election pursuant to this article is offered,
          elect to receive ordinary shares in lieu of such dividend on the terms of such
          mandate.(12)
          The board shall not make a scrip dividend available unless the Company has
          sufficient unissued shares and undistributed profits or reserves to give effect
          to elections which could be made to receive that scrip dividend.CAPITALISATION OF
RESERVES


114.  Capitalisation
of reserves


     (1)
          The board may, with the authority of an ordinary resolution of the Company (but
          subject to article 3 so long as the ordinary shares are divided into A ordinary
          shares and B ordinary shares):(a)
               resolve to capitalise any sum standing to the credit of any reserve account of
               the Company (including share premium account and capital redemption reserve) or
               any sum standing to the credit of profit and loss account not required for the
               payment of any preferential dividend (whether or not it is available for
               distribution); andE-28

(b)
               appropriate that sum as capital to the ordinary shareholders in proportion to
               the nominal amount of the ordinary share capital held by them respectively and
               apply that sum on their behalf in paying up in full any unissued shares or
               debentures of the Company of a nominal amount equal to that sum and allot the
               shares or debentures credited as fully paid to those members, or as they may
               direct, in those proportions or in paying up the whole or part of any amounts
               which are unpaid in respect of any issued shares in the Company held by them
               respectively, or otherwise deal with such sum as directed by the resolution
               provided that the share premium account and the capital redemption reserve and
               any sum not available for distribution in accordance with the Statutes may only
               be applied in paying up unissued shares to be allotted credited as fully paid
               up.(2)
          Where any difficulty arises in respect of any distribution of any capitalised
          reserve or other sum, the board may settle the difficulty as it thinks fit and
          in particular may make such provisions as it thinks fit in the case of shares or
          debentures becoming distributable in fractions (including provisions under
          which, in whole or in part, the benefit of fractional entitlements accrues to
          the Company rather than the members concerned) or ignore fractions and may fix
          the value for distribution of any fully paid up shares or debentures and may
          determine that cash payments be made to any members on the footing of the value
          so fixed in order to secure equality of distribution, and may vest any shares or
          debentures in trustees upon such trusts for the persons entitled to share in the
          distribution as the board may think fit.(3)
          The board may also authorise any person to sign on behalf of the persons
          entitled to share in the distribution a contract for the acceptance by those
          persons of the shares or debentures to be allotted to them credited as fully
          paid under a capitalisation and any such contract shall be binding on all those
          persons.115.
          Capitalisation of reserves - employees share schemes(1)
          This article (which is without prejudice to the generality of the provisions of
          the immediately preceding article) applies:(a)
               where a person is granted pursuant to an employees share scheme a right to
               subscribe for shares in the Company in cash at a subscription price less than
               their nominal value; and(b)
               where, pursuant to an employees share scheme, the terms on which any
               person is entitled to subscribe in cash for shares in the Company are adjusted
               as a result of a capitalisation issue, rights issue or other variation of
               capital so that the subscription price is less than their nominal value.(2)    
          In any such case the board:


          (a)
               shall transfer to a reserve account a sum equal to the deficiency between the
               subscription price and the nominal value of the shares (the cash
               deficiency) from the profits or reserves of the Company which are
               available for distribution and not required for the payment of any preferential
               dividend; and(b)
               (subject to paragraph (4) below) shall not apply that reserve account for
               any purpose other than paying up the cash deficiency upon the allotment of those
               shares.(3)
          Whenever the Company is required to allot shares pursuant to such a right to
          subscribe, the board shall (subject to the Statutes) appropriate to capital out
          of the reserve account an amount equal to the cash deficiency applicable to
          those shares, apply that amount in paying up the deficiency on the nominal value
          of those shares and allot those shares credited as fully paid to the person
          entitled to them.(4)
          If any person ceases to be entitled to subscribe for shares as described above,
          the restrictions on the reserve account shall cease to apply in relation to such
          part of the account as is equal to the amount of the cash deficiency applicable
          to those shares.(5)
          No right shall be granted under any employees share scheme under
          paragraph (1)(a) and no adjustment shall be made as mentioned in
          paragraph (1)(b) unless there are sufficient profits or reserves of the
          Company available for distribution and not required for the payment of any
          preferential dividend to permit the transfer to a reserve account in accordance
          with this article of an amount sufficient to pay up the cash deficiency
          applicable to the shares concerned.E-29

RECORD DATES


     116. 
          Fixing of record dates


(1)

Notwithstanding
any other provision of these articles, but without prejudice to                any rights
attached to any shares, the Company or the board may fix a date as                the
record date by reference to which a dividend will be declared or paid or a
               distribution, allotment or issue made, and that date may be before, on or
after                the date on which the dividend, distribution, allotment or issue is
declared,                paid or made.(2)

In
the absence of a record date being fixed, entitlement to any dividend,
               distribution, allotment or issue shall be determined by reference to the
date on                which the dividend is declared or the distribution, allotment or
issue is made.ACCOUNTS


     117.
          Accounting records(1)
          The board shall cause accounting records of the Company to be kept in accordance
          with the provisions of the Statutes.(2)
          No member (as such) shall have any right of inspecting any account, book or
          document of the Company, except as conferred by law or authorised by the board
          or by any ordinary resolution of the Company.(3)
          The Company may send summary financial statements to members instead of copies
          of its full accounts and reports.NOTICES


     118. 
          Notices to be in writing


Any
notice to be served on or given to any person or by any person pursuant to these articles
shall be in writing except where otherwise expressly stated. The signature on any notice
given by the Company may be printed or reproduced by mechanical means.119.
          Service of notices(1)
          A notice or other document may be served by the Company on any member either
          personally or by sending it through the post addressed to the member at his
          registered address or by leaving it at that address addressed to the member or
          by any other means authorised by the member concerned.(2)
          In the case of joint holders of a share service or delivery of any notice or
          other document on or to the joint holder who is named first in the register in
          respect of the joint holders shall be sufficient service on or delivery to all
          the holders of the share.120.
          Notice by advertisementIf
at any time by reason of the suspension or curtailment of postal services within the
United Kingdom or any other territory the Company is unable effectively to convene a
general meeting by notices sent through the post, a general meeting may be convened by a
notice advertised in at least one newspaper circulating in the relevant territory. In any
such case the Company shall send confirmatory copies of the notice by post if at least six
clear days before the meeting the posting of notices to addresses throughout the United
Kingdom or other relevant territory again becomes practicable.121.
          Evidence of service(1)
          Any notice or other document, if served by first class post within the United
          Kingdom, shall be deemed to have been served on the day following that on which
          the envelope containing it is put into the post, or, if served by airmail on a
          person with an address outside the United Kingdom, shall be deemed to have been
          served on the third day following that on which the envelope containing it was
          put into the post and in proving such service it shall be sufficient to prove
          that the letter, envelope or wrapper containing the notice or document was
          properly addressed, prepaid and put into the post.(2)
          Any notice or document not sent by post but left at a registered address or
          address for service shall be deemed to have been served or delivered on the day
          it was so left.(3)
          Where notice is given by way of newspaper advertisement, such notice shall be
          deemed to have been duly served on each member or person entitled to receive it
          at noon on the day when the advertisement appears or, if it appears on different
          days, at noon on the first of the days when the advertisement appears.E-30


(4)
          A member present, either in person or by proxy, at any meeting of the Company or
          class of members of the Company shall be deemed to have received notice of the
          meeting and, where requisite, of the purposes for which the meeting was
          convened.(5)
          Every person who becomes entitled to a share shall be bound by every notice in
          respect of that share which before his name is entered in the register was given
          to the person from whom he derives his title to the share.122.
          Record date for serviceAny
notice or other document may be served or delivered by the Company by reference to the
register as it stands at any time not more than 15 days before the date of service or
delivery. No change in the register after that time shall invalidate that service or
delivery.123. 
          Service of notice on person entitled
          by transmission


Where
a person is entitled by transmission to a share, any notice or other document shall be
served upon or delivered to him, as if he were the holder of that share and his address
noted in the register were his registered address. In any other case, any notice or other
document served on or delivered to any member pursuant to these articles shall,
notwithstanding that the member is then dead or bankrupt or that any other event giving
rise to the transmission of the share by operation of law has occurred and whether or not
the Company has notice of the death, bankruptcy or other event, be deemed to have been
properly served or delivered in respect of any share registered in the name of that member
as sole or joint holder.124.  Returned notices


A
member shall not be entitled to receive any communication from the Company if two
consecutive communications addressed to him, and properly served under these articles,
have been returned to the Company undelivered but he shall again become entitled to
receive communications following written notice from him to the Company of a new or
corrected registered address. For the purposes of this article, references to a
communication include (without limitation) notices of general meetings and any cheque or
other instrument of payment; but nothing in this article shall entitle the Company to
cease sending any cheques, warrants or orders for dividends or other monies payable in
respect of shares, unless it is so entitled under article 110.DESTRUCTION OF DOCUMENTS


125.  Destruction of
documents


     (1)
          The board may authorise or arrange the destruction of documents held by the
          Company as follows:(a)
               at any time after the expiration of six years from the date of registration, all
               instruments of transfer of shares and all other documents transferring or
               purporting to transfer shares or representing or purporting to represent the
               right to be registered as the holder of shares on the faith of which entries
               have been made in the register;(b)
               at any time after the expiration of one year from the date of cancellation, all
               registered share certificates which have been cancelled;(c)
               at any time after the expiration of two years from the date of recording them,
               all dividend mandates and notifications of change of address; and(d)
               at any time after the expiration of one year from the date of actual payment,
               all paid dividend warrants and cheques.(2)    
          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 so destroyed was duly and properly
               made;(b)
               every instrument of transfer so destroyed was a valid and effective instrument
               duly and properly registered;(c)
               every share certificate so destroyed was a valid certificate duly and properly
               cancelled;E-31


(d)
               every other document mentioned in paragraph (1) above so destroyed was a valid
               and effective document in accordance with the particulars of it recorded in the
               books and records of the Company; and(e)
               every paid dividend warrant and cheque so destroyed was duly paid.(3)
          The provisions of paragraph (2) above shall apply only to the destruction
          of a document in good faith and without notice of any claim (regardless of the
          parties to it) to which the document might be relevant.(4)
          Nothing in this article shall be construed as imposing on the Company or the
          board any liability in respect of the destruction of any document earlier than
          as stated in paragraph (1) above or in any other circumstances in which
          liability would not attach to the Company or the board in the absence of this
          article.(5)
          References in this article to the destruction of any document include references
          to its disposal in any manner.WINDING UP


     126. 
          Powers to distribute in specie


If
the Company is in liquidation, the liquidator may, with the sanction of an extraordinary
resolution of the Company and any other sanction required by the Statutes:(a)
               divide among the members in specie the whole or any part of the
               assets of the Company and, for that purpose, value any assets and determine how
               the division shall be carried out as between the members or different classes of
               members; or(b)
               vest the whole or any part of the assets in trustees upon such trusts for the
               benefit of members as the liquidator, with the like sanction, shall think fit
               but no member shall be compelled to accept any assets upon which there is any
               liability.INDEMNITY


127.  Indemnity
of officers


Subject
to the provisions of and to the extent permitted by the Statutes, every director or other
officer or auditor of the Company shall be indemnified out of the assets of the Company
against all liabilities incurred by him in the actual or purported execution or discharge
of his duties or the exercise or purported exercise of his powers or otherwise in relation
to or in connection with his duties, powers or office but:(a)
               this indemnity shall not apply to any liability to the extent that it is
               recovered from any other person; and(b)
               the indemnity is subject to such officer or auditor taking all reasonable steps
               to effect such recovery, to the intent that the indemnity shall not apply where
               an alternative right of recovery is available and capable of being enforced.* * * * * *


E-32