EX-4.5



 





EXHIBIT 4.5




Company Number: 1833679




The Companies Acts 1948 to 1985




Public Company Limited by Shares




MEMORANDUM OF ASSOCIATION




OF




VODAFONE GROUP PUBLIC LIMITED COMPANY





 









 








THE COMPANIES ACTS 1948 to 1985




PUBLIC COMPANY LIMITED BY SHARES




MEMORANDUM OF ASSOCIATION OF




VODAFONE GROUP PUBLIC LIMITED COMPANY




(including all amendments as at 26 July 2005)





	1	 	1The name of the Company is “VODAFONE GROUP PUBLIC LIMITED COMPANY”.
	 
	2	 	The Company is a public company.
	 
	3	 	The registered office of the Company will be situate in England.
	 
	4	 	The objects for which the Company is established are:






	 	(1)	 	To carry on the business of a holding company in all its branches, and for that
purpose to acquire and hold for investment shares, stock, debentures and debenture
stock, bonds, notes, obligations and securities issued or guaranteed by any company,
and debentures, debenture stock, bonds, notes, obligations and securities issued or
guaranteed by a government, sovereign ruler, commissioner, public body or authority,
supreme, municipal, local or otherwise, whether at home or abroad, and to leave money
on deposit or otherwise with any bank or building society, local authority or any other
party and to act as and to perform all the functions of a holding company.






	 	(2)	 	To carry on business as dealers in, operators, manufacturers, repairers,
designers, developers, importers and exporters of electronic, electrical, mechanical
and aeronautical equipment of all types and of parts and accessories thereof and of
plant and machinery of all descriptions, and to act as engineers’ agents and merchants,
and generally to undertake and execute agencies and commissions of any kind.
	 
	 	(3)	 	To purchase, subscribe for, underwrite, take, or otherwise acquire and hold any shares, stock, bonds, options, debentures, debenture stock obligations or securities in
or of any company, corporation, public body, supreme, municipal, local or otherwise or
of any Government or State and to act as and perform all the functions of a holding
company and to carry on, acquire, undertake and execute any business, undertaking,
transaction







 




			
	1	 	17 July 1984 — Incorporated as a private
company with name “RACAL STRATEGIC RADIO LIMITED”
	 
	 	 	17 September 1985 — name changed to “RACAL TELECOMMUNICATIONS GROUP
LIMITED”
	 
	 	 	5 September 1988 — name changed to “RACAL TELECOM LIMITED”
	 
	 	 	14 September 1988 — Re-registered as a public company
	 
	 	 	16 September 1991 — name changed to “VODAFONE GROUP PUBLIC LIMITED COMPANY”
	 
	 	 	29 June 1999 — name changed to “VODAFONE AIRTOUCH PUBLIC COMPANY
LIMITED”
	 
	 	 	28 July 2000 — name changed to “ VODAFONE GROUP PUBLIC LIMITED COMPANY”




 - 1 - 









 











	 	 	 	or operation whether manufacturing, financial, mercantile, agricultural,
extractive or otherwise.
	 
	 	(4)	 	To purchase, take on lease or in exchange, hire or otherwise acquire, and
obtain options over, lands, buildings and generally any real or personal property,
rights or privileges of any kind which the Company may deem necessary or convenient for
or with reference to any of its objects, or capable of being profitably dealt with in
connections with any of its property rights for the time being.
	 
	 	(5)	 	To apply for or acquire by purchase or otherwise, whether in the United Kingdom
or elsewhere, any patents, patent rights, secret processes, trade marks, copyrights or
other rights of monopolies, licences, concessions and the like, and to use, exercise,
develop or grant licences in respect of, or otherwise turn the same to account and to
make, assist, or subsidise any experiments, researches or investigations.
	 
	 	(6)	 	To purchase or otherwise acquire, obtain options over, take over, manage,
supervise, control and undertake all or any part of the business, undertaking,
goodwill, property, assets, rights and liabilities of any person or company, or to
acquire the control of shares of any company or any interest therein and to act as a
director or manager of any company.
	 
	 	(7)	 	To improve, manage, develop, grant licences, easements and other rights over,
exchange and in any other manner deal with or dispose of the undertaking, property,
assets, rights and effects of the Company, or any part thereof, for such consideration
as may be thought fit, and in particular for stock, shares, debentures, debenture stock
or securities of any other company, whether fully or partly paid up.
	 
	 	(8)	 	To pay for any property or rights acquired by the Company and for any services
rendered or to be rendered to the Company either in cash or in fully
or partly paid shares, with or without preferred or deferred or guaranteed rights in respect of
dividend or repayment of capital or otherwise, or in any securities which the Company
has power to issue, or partly in one mode and partly in another and generally on such
terms as may seem expedient.
	 
	 	(9)	 	To lend any moneys or assets of the Company to such persons, firms or companies
and on such terms as may be considered expedient, and either with or without security,
and to invest and deal with moneys and assets of the company not immediately required
in any manner and to receive money and securities or deposit, at interest or otherwise.
	 
	 	(10)	 	To borrow or raise money and to secure or discharge any debt or obligation of
or binding on the Company in such manner as may be thought fit, and in particular
mortgages, or other charges upon the undertaking and all or any of the property and
assets (present or future) and the uncalled or unpaid capital of the Company, or by the
creation and issue on such terms and conditions as may be thought expedient of
debentures or debenture stock, perpetual or otherwise, or other securities of any
description.
	 
	 	(11)	 	To enter into any guarantee, contract of indemnity or suretyship whether by
personal covenant or by mortgage or charge on all or any part of the undertaking,
property or assets of the Company (including its uncalled capital) and in particular
(without prejudice to the generality of the foregoing) with or without consideration to
guarantee or give security as aforesaid for the payment of any principal moneys,
premiums,




 - 2 - 









 






	 	 	 	interest and other moneys secured by or payable under any obligations or
securities including particularly the obligations or securities of any company which is
(within the meaning of Section 154 of the Companies Act 1948) in relation to the
Company a holding company or a subsidiary of such holding company or of the Company or
which is otherwise associated with the Company in business.
	 
	 	(12)	 	To issue securities which the Company has power to issue by way of security and
indemnity to any person whom the Company has agreed, or is bound or willing to
indemnify, or in satisfaction of any liability undertaken or agreed to be undertaken by
the Company, and generally in every respect upon such terms and conditions and for such
consideration (if any) as the Company may think fit.
	 
	 	(13)	 	To establish or promote or concur in establishing or promoting any other
company or companies for the purpose of acquiring or undertaking all or any of the
assets and liabilities of this Company, or for any other purpose which may seem
directly or indirectly calculated to benefit this Company or to advance the objects or
interest thereof, or to take and otherwise acquire and hold or dispose of shares,
stock, debentures, debenture stock or other securities of any such company or
companies.
	 
	 	(14)	 	To amalgamate or enter into partnership with, and to co-operate in any way with
or assist or subsidise any person, firm or company carrying on any business which this
Company is authorised to carry on or possessed of property suitable for the purposes of
the Company.
	 
	 	(15)	 	To pay all expenses incident to the formation or promotion of this or any other
company, and to remunerate any person or company for services rendered or to be
rendered in placing or assisting to place or guaranteeing the placing
of any of the shares in or debentures or debenture stock or other securities of the Company, or in
or about the promotion, formation or business of the Company, or of any other company
promoted wholly or in part by this Company.
	 
	 	(16)	 	To draw, make, accept, endorse, discount, negotiate, execute and issue, and to
buy, sell and deal with bills of exchange, promissory notes and other negotiable or
transferable instruments or securities.
	 
	 	(17)	 	To grant pensions or gratuities to any employees or officers (including
Directors) or ex-employees or ex-officers (including ex-Directors) of the Company or
the relations, connections or dependants of any such persons, and to pay or contribute
to insurance schemes having such objects, and to establish or support associations,
institutions, clubs, funds and trusts which may be considered likely to benefit any
such persons or otherwise advance the interests of the Company or of its members, and
to establish or contribute to any scheme for the purchase by trustees
of fully paid shares in the Company, to be held for the benefit of employees of the Company,
including any Director holding a salaried employment or office in the Company, and to
lend money to the Company’s employees to enable them to purchase fully paid shares in
the Company, and to formulate and carry into effect any scheme for sharing the profits
of the Company with its employees or any of them.
	 
	 	(18)	 	To subscribe or guarantee money for any national, charitable, benevolent,
public, general or useful object, or for any exhibition, or for any purpose which may
seem likely directly or indirectly to further objects of the Company or the interests
of its members.




 - 3 - 









 






	 	(19)	 	To distribute among the members of the Company in specie by way of dividend or
bonus or upon a return of capital any property or assets of the Company, or any
proceeds of sale or disposal of any property or assets of the Company but so that no
distribution amounting to a reduction of capital be made except with the sanction (if
any) for the time being required by law.
	 
	 	(20)	 	To hold in the name of others any property which the Company is authorised to
acquire and to do all or any of the things and matters aforesaid in any part of the
world and either as principal, agent, contractor, trustee or otherwise, and by or
through trustees, agents, sub-contractors or otherwise, and either alone or in
conjunction with others; and to accept property on trust and to act as trustee,
executor, administrator or attorney either gratuitously or otherwise.
	 
	 	(21)	 	To procure the Company to be registered or incorporated in any part of the
world.
	 
	 	(22)	 	To do all such other things and to carry on such other business or businesses
whatsoever and wheresoever as may, in the opinion of the Company, be necessary,
incidental, conducive or convenient to the attainment of the above objects or any of
them, or calculated directly or indirectly to enhance the value of or render profitable
any
of the Company’s property, assets or rights, or otherwise likely in any respect to be
advantageous to the Company.
	 
	 	(23)	 	To purchase and maintain insurance for or for the benefit of any persons who
are or were at any time directors, officers or employees or auditors of the Company, or
of any other company which is its holding company or in which the Company or such
holding company or any of the predecessors of the Company or of such holding company
has any interest whether direct or indirect or which is in any way allied to or
associated with the Company, or of any subsidiary undertaking of the Company or of any
such other company, or who are or were at any time trustees of any pension fund in
which any employees of the Company or of any such other company or subsidiary
undertaking are interested, including (without prejudice to the generality of the
foregoing) insurance against any liability incurred by such persons in respect of any
act or omission in the actual or purported execution and or discharge of their duties
and or in the exercise or purported exercise of their powers and or otherwise in
relation to the Company or any such other company, subsidiary undertaking or pension
fund and to such extent as may be permitted by law otherwise to indemnify or to exempt
any such person against or from any such liability; for the purpose of this clause
“holding company” and “subsidiary undertaking” shall have the same meanings as in the
Companies Act 1985 as amended by the Companies Act 1989.
	 
	 	(24)	 	To provide a director with funds to meet reasonable expenditure incurred or to
be incurred by him in defending any civil or criminal proceedings, or in connection
with any application under those provisions of the Companies Act 1985 referred to in
section 337A of that Act, and to do anything to enable a director to avoid incurring
such reasonable expenditure, to the extent permitted by law.






And it is hereby declared that the word “company” in this Clause, except where used in
reference to this Company, shall be deemed to include any partnership or other body of
persons, whether incorporated or not incorporated, and whether domiciled in the United
Kingdom or elsewhere and further the intention is that the objects specified in each
paragraph of this Clause, shall except where otherwise expressed in such paragraph, be
independent main



 - 4 - 









 






	 	 	 	objects and be in no way limited or restricted by reference to or inference
from the terms of any other paragraph or the name of the Company.
	 
	 	5	 	The liability of the members is limited.
	 
	 	6	 	2The Share Capital of the Company is £50,000 and US$7,800,000,000 divided
into 78,000,000,000 ordinary shares of US$0.10 each and 50,000 fixed rate shares of £1 each.
	 
	 	 	 	WE, the several persons whose names, addresses and descriptions are subscribed, are
desirous of being formed into a company in pursuance of this Memorandum of Association and
we respectively agree to take the number of shares in the capital of the Company set
opposite our respective names.







 




			
	2	 	The Company was incorporated with an
authorised share capital of £1,000,000 divided into 1,000,000 Ordinary
Shares of £1 each.






On 14 September 1988:




(a)   each share of £1 was sub-divided into 20 shares of 5p each; and




(b)   the share capital of the Company was increased to £60,000,000 by the
creation of an additional 1,180,000,000 shares of 5p        each.




On 20 July 1994 the share capital of the Company was increased to
£200,000,000 by the creation of an additional 2,800,000,000 shares of 5p
each.




On 24 June 1999 the share capital of the Company was increased to
£200,050,000 by the creation of 50,000 7 per cent cumulative
fixed rate shares of £1 each.




On 30 June 1999 the share capital of the Company was increased to £50,000
and US$816,000,000 by the cancellation of all outstanding ordinary shares
in the Company and the creation of 8,160,000,000 ordinary shares of
US$0.10 each.




On 21 July 1999 the share capital of the Company was increased to £50,000
and US$4,080,000,000 by the creation of an additional 32,640,000,000
ordinary shares of US$0.10 each.




The share capital of the Company was increased to £50,000 and
US$7,800,000,000 by the creation of an additional 37,200,000,000 ordinary
shares of US$0.10 each with effect from 9 February 2000.



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	Names and Addresses and	 	Number of shares taken by
	Descriptions of Subscribers	 	each Subscriber (in Words)
	Brian Auld
	 	One
	Easthampstead Road
	 	 
	Bracknell
	 	 
	Berks
	 	 
	RG12 1NS
	 	 
	Solicitor

	 	 
	 
	 	 
	Brian Gilbert Guest Cowper
	 	One
	Easthampstead Road
	 	 
	Bracknell
	 	 
	Berks
	 	 
	RG12 1NS
	 	 
	 
	 	 
	Solicitor

	 	 






Dated this 13th day of June, 1984.





			
	Witness to the above Signatures:	 	Paul Lush

Easthampstead Road

Bracknell

Berks

RG12 1NS


Solicitor





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Company Number: 1833679




The Companies Acts




Public Company Limited by Shares




ARTICLES OF ASSOCIATION




OF




VODAFONE GROUP PUBLIC LIMITED COMPANY





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	Article No.	 	Page No.
	Preliminary Articles	 	 	 	 	 	 	 	 
	Table A and other standard regulations do not apply
	 	 	1	 	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	The meaning of words and phrases used in the Articles
	 	 	2	 	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	Share Capital
	 	 	 	 	 	 	 	 
	Form of the Company’s share capital
	 	 	3	 	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	Fixed Rate Shares
	 	 	 	 	 	 	 	 
	Right of Fixed Rate Shares to profits
	 	 	4	 	 	 	8	 
	Right of Fixed Rate Shares to capital
	 	 	5	 	 	 	8	 
	Voting rights of Fixed Rate Shares
	 	 	6	 	 	 	9	 
	Varying the rights of Fixed Rate Shares
	 	 	7	 	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	Changing Capital
	 	 	 	 	 	 	 	 
	The power to increase capital
	 	 	8	 	 	 	10	 
	Application of the Articles to new shares
	 	 	9	 	 	 	10	 
	The power to change capital
	 	 	10	 	 	 	10	 
	Fractions of shares
	 	 	11	 	 	 	10	 
	The power to reduce capital
	 	 	12	 	 	 	11	 
	Buying back shares
	 	 	13	 	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	Shares
	 	 	 	 	 	 	 	 
	The special rights of new shares
	 	 	14	 	 	 	11	 
	The directors’ power to deal with shares
	 	 	15	 	 	 	12	 
	The directors’ authority to allot “relevant securities” and
“equity securities”
	 	 	16	 	 	 	12	 
	Power to pay commission and brokerage
	 	 	17	 	 	 	13	 
	Renunciations of allotted but unissued shares
	 	 	18	 	 	 	14	 
	No trusts or similar interests recognised
	 	 	19	 	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	Shares in Uncertificated Form
	 	 	 	 	 	 	 	 
	Holding shares in uncertificated form and effect of the CREST
Regulations
	 	 	20	 	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	Share Certificates
	 	 	 	 	 	 	 	 
	Certificates
	 	 	21	 	 	 	15	 
	Replacement share certificates
	 	 	22	 	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	Calls on Shares
	 	 	 	 	 	 	 	 
	The directors can make calls on shares
	 	 	23	 	 	 	16	 
	The liability for calls
	 	 	24	 	 	 	17	 
	Interest and expenses on unpaid calls
	 	 	25	 	 	 	17	 






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	 	 	Article No.	 	Page No.
	Preliminary Articles	 	 	 	 	 	 	 	 
	Sums which are payable when a share is allotted are treated
as a call
	 	 	26	 	 	 	17	 
	Calls can be for different amounts
	 	 	27	 	 	 	17	 
	Paying calls early
	 	 	28	 	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	Forfeiting Shares
	 	 	 	 	 	 	 	 
	Notice following non-payment of a call
	 	 	29	 	 	 	18	 
	Contents of the notice
	 	 	30	 	 	 	18	 
	Forfeiture if the notice is not complied with
	 	 	31	 	 	 	18	 
	Forfeiture will include unpaid dividends
	 	 	32	 	 	 	18	 
	Dealing with forfeited shares
	 	 	33	 	 	 	18	 
	Cancelling forfeiture
	 	 	34	 	 	 	19	 
	The position of shareholders after forfeiture
	 	 	35	 	 	 	19	 
	 
	 	 	 	 	 	 	 	 
	Liens on Partly Paid Shares
	 	 	 	 	 	 	 	 
	The Company’s lien on shares
	 	 	36	 	 	 	19	 
	Enforcing the lien by selling the shares
	 	 	37	 	 	 	19	 
	Using the proceeds of the sale
	 	 	38	 	 	 	20	 
	Evidence of forfeiture or enforcement of lien
	 	 	39	 	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	Changing Shares Rights
	 	 	 	 	 	 	 	 
	Changing the special rights of shares
	 	 	40	 	 	 	20	 
	More about the special rights of shares
	 	 	41	 	 	 	21	 
	 
	 	 	 	 	 	 	 	 
	Transferring Shares
	 	 	 	 	 	 	 	 
	Share transfers
	 	 	42	 	 	 	21	 
	More about transfers of shares in certificated form
	 	 	43	 	 	 	21	 
	The Company can refuse to register certain transfers
	 	 	44	 	 	 	22	 
	Closing the Register
	 	 	45	 	 	 	22	 
	Overseas branch registers
	 	 	46	 	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	Persons Automatically Entitled to Shares by Law
	 	 	 	 	 	 	 	 
	When a shareholder dies
	 	 	47	 	 	 	23	 
	Registering personal representatives
	 	 	48	 	 	 	23	 
	A person who wants to be registered must give notice
	 	 	49	 	 	 	23	 
	Having another person registered
	 	 	50	 	 	 	23	 
	The rights of people automatically entitled to shares by law
	 	 	51	 	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	Shareholders Who Cannot Be Traced
	 	 	 	 	 	 	 	 
	Shareholder who cannot be traced
	 	 	52	 	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	General Meetings
	 	 	 	 	 	 	 	 
	The Annual General Meeting
	 	 	53	 	 	 	25	 
	Extraordinary General Meetings
	 	 	54	 	 	 	25	 
	Calling an Extraordinary General Meeting
	 	 	55	 	 	 	25	 
	Notice of General Meetings
	 	 	56	 	 	 	25	 






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	 	 	Article No.	 	Page No.
	Preliminary Articles	 	 	 	 	 	 	 	 
	Proceedings at General Meetings
	 	 	 	 	 	 	 	 
	The chairman of a General Meeting
	 	 	57	 	 	 	26	 
	Security, and other arrangements at General Meetings
	 	 	58	 	 	 	27	 
	Overflow meeting rooms
	 	 	59	 	 	 	27	 
	The quorum needed for General Meetings
	 	 	60	 	 	 	28	 
	The procedure if there is no quorum
	 	 	61	 	 	 	28	 
	Adjourning meetings
	 	 	62	 	 	 	28	 
	Amending Resolutions
	 	 	63	 	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	Voting Procedures
	 	 	 	 	 	 	 	 
	How votes are taken
	 	 	64	 	 	 	29	 
	How a poll is taken
	 	 	65	 	 	 	29	 
	Where there cannot be a poll
	 	 	66	 	 	 	30	 
	A General Meeting continues after a poll is demanded
	 	 	67	 	 	 	30	 
	Timing of a poll
	 	 	68	 	 	 	30	 
	The chairman’s casting vote
	 	 	69	 	 	 	30	 
	The effect of a declaration by the chairman
	 	 	70	 	 	 	30	 
	 
	 	 	 	 	 	 	 	 
	Voting Rights
	 	 	 	 	 	 	 	 
	The votes of shareholders
	 	 	71	 	 	 	31	 
	Shareholders who owe money to the Company
	 	 	72	 	 	 	31	 
	Suspension of rights on non-disclosure of interest
	 	 	73	 	 	 	31	 
	Votes of shareholders who are of unsound mind
	 	 	74	 	 	 	33	 
	The votes of joint holders
	 	 	75	 	 	 	34	 
	 
	 	 	 	 	 	 	 	 
	Proxies
	 	 	 	 	 	 	 	 
	Appointment of proxies
	 	 	76	 	 	 	34	 
	Completing proxy forms
	 	 	77	 	 	 	34	 
	Delivering proxy forms
	 	 	78	 	 	 	35	 
	Cancellation of proxy’s authority
	 	 	79	 	 	 	36	 
	Authority of proxies
	 	 	80	 	 	 	36	 
	Representatives of companies
	 	 	81	 	 	 	36	 
	Challenging votes
	 	 	82	 	 	 	37	 
	 
	 	 	 	 	 	 	 	 
	Directors
	 	 	 	 	 	 	 	 
	The number of directors
	 	 	83	 	 	 	37	 
	Qualification to be a director
	 	 	84	 	 	 	37	 
	Directors’ fees and expenses
	 	 	85	 	 	 	37	 
	Special pay
	 	 	86	 	 	 	37	 
	Directors’ expenses
	 	 	87	 	 	 	38	 
	Directors’ pensions and other benefits
	 	 	88	 	 	 	38	 
	Appointing directors to various posts
	 	 	89	 	 	 	38	 
	 
	 	 	 	 	 	 	 	 
	Changing Directors
	 	 	 	 	 	 	 	 
	Age limits
	 	 	90	 	 	 	39	 
	Retiring directors
	 	 	91	 	 	 	39	 






 - iii - 









 






	 	 	 	 	 	 	 	 	 
	 	 	Article No.	 	Page No.
	Preliminary Articles	 	 	 	 	 	 	 	 
	Eligibility for re-election
	 	 	92	 	 	 	39	 
	Re-electing a director who is retiring
	 	 	93	 	 	 	39	 
	Election of two or more directors
	 	 	94	 	 	 	39	 
	People who can be directors
	 	 	95	 	 	 	40	 
	The power to fill vacancies and appoint extra directors
	 	 	96	 	 	 	40	 
	Removing and appointing directors by an ordinary resolution
	 	 	97	 	 	 	40	 
	When directors are disqualified
	 	 	98	 	 	 	40	 
	 
	 	 	 	 	 	 	 	 
	Directors’ Meetings
	 	 	 	 	 	 	 	 
	Directors’ meetings
	 	 	99	 	 	 	41	 
	Who can call directors’ meetings
	 	 	100	 	 	 	41	 
	How directors’ meetings are called
	 	 	101	 	 	 	41	 
	Quorum
	 	 	102	 	 	 	42	 
	The Chairman of directors’ meetings
	 	 	103	 	 	 	42	 
	Voting at directors’ meetings
	 	 	104	 	 	 	42	 
	Directors can act even if there are vacancies
	 	 	105	 	 	 	42	 
	Directors’ meetings by video conference and telephone
	 	 	106	 	 	 	43	 
	Resolutions in writing
	 	 	107	 	 	 	43	 
	The validity of directors’ actions
	 	 	108	 	 	 	43	 
	 
	 	 	 	 	 	 	 	 
	Directors’ Interests
	 	 	 	 	 	 	 	 
	Directors’ interests in transactions with the Company
	 	 	109	 	 	 	44	 
	When directors can vote on things in which they are interested
	 	 	110	 	 	 	44	 
	More about directors’ interests
	 	 	111	 	 	 	46	 
	 
	 	 	 	 	 	 	 	 
	Directors’ Committees
	 	 	 	 	 	 	 	 
	Delegating powers to committees
	 	 	112	 	 	 	46	 
	Committee procedure
	 	 	113	 	 	 	46	 
	 
	 	 	 	 	 	 	 	 
	Directors’ Powers
	 	 	 	 	 	 	 	 
	The directors’ management powers
	 	 	114	 	 	 	47	 
	The power to establish local boards
	 	 	115	 	 	 	47	 
	The power to appoint attorneys
	 	 	116	 	 	 	48	 
	Borrowing powers
	 	 	117	 	 	 	48	 
	Borrowing restrictions
	 	 	118	 	 	 	48	 
	 
	 	 	 	 	 	 	 	 
	Alternate Directors
	 	 	 	 	 	 	 	 
	Alternate directors
	 	 	119	 	 	 	50	 
	 
	 	 	 	 	 	 	 	 
	The Secretary
	 	 	 	 	 	 	 	 
	The Secretary and Deputy and Assistant Secretaries
	 	 	120	 	 	 	51	 
	 
	 	 	 	 	 	 	 	 
	The Seal
	 	 	 	 	 	 	 	 
	The Seal
	 	 	121	 	 	 	51	 






 - iv - 









 






	 	 	 	 	 	 	 	 	 
	 	 	Article No.	 	Page No.
	Preliminary Articles	 	 	 	 	 	 	 	 
	Authenticating Documents
	 	 	 	 	 	 	 	 
	Establishing that documents are genuine
	 	 	122	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 
	Reserves
	 	 	 	 	 	 	 	 
	Setting up reserves
	 	 	123	 	 	 	53	 
	 
	 	 	 	 	 	 	 	 
	Dividends
	 	 	 	 	 	 	 	 
	No dividends are payable except out of profits
	 	 	124	 	 	 	53	 
	Final dividends
	 	 	125	 	 	 	53	 
	Fixed and interim dividends
	 	 	126	 	 	 	53	 
	Dividends not in cash
	 	 	127	 	 	 	53	 
	Calculation and currency of dividends
	 	 	128	 	 	 	54	 
	Deducting amounts owing from dividends and other money
	 	 	129	 	 	 	54	 
	Payments to shareholders
	 	 	130	 	 	 	54	 
	Record dates for payments and other matters
	 	 	131	 	 	 	55	 
	Dividends which are not claimed
	 	 	132	 	 	 	55	 
	Waiver of dividends
	 	 	133	 	 	 	56	 
	 
	 	 	 	 	 	 	 	 
	Capitalising Reserves
	 	 	 	 	 	 	 	 
	Capitalising reserves
	 	 	134	 	 	 	56	 
	 
	 	 	 	 	 	 	 	 
	Scrip Dividends
	 	 	 	 	 	 	 	 
	Ordinary Shareholders can be offered the right to receive
extra shares instead of cash dividends
	 	 	135	 	 	 	57	 
	 
	 	 	 	 	 	 	 	 
	Accounts
	 	 	 	 	 	 	 	 
	Accounting and other records
	 	 	136	 	 	 	59	 
	Location and inspection of records
	 	 	137	 	 	 	59	 
	Sending copies of accounts and other documents
	 	 	138	 	 	 	59	 
	 
	 	 	 	 	 	 	 	 
	Auditors
	 	 	 	 	 	 	 	 
	Actions of auditors
	 	 	139	 	 	 	60	 
	Auditors at General Meetings
	 	 	140	 	 	 	60	 
	 
	 	 	 	 	 	 	 	 
	Communications with Shareholders
	 	 	 	 	 	 	 	 
	Serving and delivering notices and other documents
	 	 	141	 	 	 	60	 
	Notices to joint holders
	 	 	142	 	 	 	61	 
	Notices for shareholders with foreign addresses
	 	 	143	 	 	 	61	 
	When notices are served
	 	 	144	 	 	 	61	 
	Serving notices and documents on shareholders who have died
or are bankrupt
	 	 	145	 	 	 	62	 
	If documents are accidentally not sent or the postal services
are suspended
	 	 	146	 	 	 	62	 
	Signature or authentication of documents
	 	 	147	 	 	 	62	 






 - v - 









 







	 	 	 	 	 	 	 	 	 
	 	 	Article No.	 	Page No.
	Preliminary Articles	 	 	 	 	 	 	 	 
	Minutes and Records
	 	 	 	 	 	 	 	 
	Minutes
	 	 	148	 	 	 	63	 
	Availability of records for inspection and notifying the
Registrar of Companies
	 	 	149	 	 	 	63	 
	 
	 	 	 	 	 	 	 	 
	Winding Up
	 	 	 	 	 	 	 	 
	Directors’ power to petition
	 	 	150	 	 	 	64	 
	Distribution of assets in kind
	 	 	151	 	 	 	64	 
	 
	 	 	 	 	 	 	 	 
	Destroying Documents
	 	 	 	 	 	 	 	 
	Destroying documents
	 	 	152	 	 	 	64	 
	 
	 	 	 	 	 	 	 	 
	Indemnity and Insurance
	 	 	 	 	 	 	 	 
	Indemnity
	 	 	153	 	 	 	65	 
	Insurance
	 	 	154	 	 	 	65	 
	 
	 	 	 	 	 	 	 	 
	Share Warrants
	 	 	 	 	 	 	 	 
	Issue of Share Warrants
	 	 	155	 	 	 	66	 
	Directors can accept a certificate instead of a Share Warrant
	 	 	156	 	 	 	66	 
	Requesting a Share Warrant
	 	 	157	 	 	 	67	 
	Replacing Share Warrants
	 	 	158	 	 	 	67	 
	Rights of the Bearer
	 	 	159	 	 	 	67	 
	Bearers of Share Warrants participating in securities offers
	 	 	160	 	 	 	68	 
	Communications with Bearers of Share Warrants
	 	 	161	 	 	 	68	 
	Issuing shares to which the Share Warrant relates
	 	 	162	 	 	 	69	 
	 
	 	 	 	 	 	 	 	 
	ADR Depositary
	 	 	 	 	 	 	 	 
	ADR Depositary can appoint proxies
	 	 	163	 	 	 	69	 
	The ADR Depositary must keep a Proxy Register
	 	 	164	 	 	 	70	 
	Appointed Proxies can only attend General Meetings if
properly appointed
	 	 	165	 	 	 	70	 
	Rights of Appointed Proxies
	 	 	166	 	 	 	70	 
	Sending information to an Appointed Proxy
	 	 	167	 	 	 	71	 
	The Company can pay dividends to an Appointed Proxy
	 	 	168	 	 	 	71	 
	The Proxy Register may be fixed at a certain date
	 	 	169	 	 	 	71	 
	The nature of an Appointed Proxy’s interest
	 	 	170	 	 	 	71	 
	Validity of the appointment of Appointed Proxies
	 	 	171	 	 	 	72	 
	 
	 	 	 	 	 	 	 	 
	Rights and Restrictions Attached to the B Shares
	 	 	 	 	 	 	 	 
	Definitions
	 	 	172	 	 	 	72	 
	Income
	 	 	173	 	 	 	73	 
	Capital
	 	 	174	 	 	 	74	 
	Redemption
	 	 	175	 	 	 	74	 
	Initial B Share Dividend
	 	 	176	 	 	 	75	 
	Voting at General Meetings
	 	 	177	 	 	 	75	 
	Purchase of Shares
	 	 	178	 	 	 	76	 






 - vi - 









 






	 	 	 	 	 	 	 	 	 
	 	 	Article No.	 	Page No.
	Preliminary Articles	 	 	 	 	 	 	 	 
	Class Rights
	 	 	179	 	 	 	76	 
	Form
	 	 	180	 	 	 	76	 
	Deletion of Articles 172 to 181 when no B Shares in existence
	 	 	181	 	 	 	76	 
	 
	 	 	 	 	 	 	 	 
	Rights and Restrictions Attached to the Deferred Shares
	 	 	 	 	 	 	 	 
	Income
	 	 	182	 	 	 	76	 
	Capital
	 	 	183	 	 	 	77	 
	Redemption
	 	 	184	 	 	 	77	 
	Attendance and Voting at General Meetings
	 	 	185	 	 	 	77	 
	Form
	 	 	186	 	 	 	77	 
	Class Rights
	 	 	187	 	 	 	77	 
	Transfer and Purchase
	 	 	188	 	 	 	78	 
	Deletion of Articles 182 to 189 when no Deferred Shares in
existence
	 	 	189	 	 	 	78	 
	 
	 	 	 	 	 	 	 	 
	Approved Depositaries
	 	 	 	 	 	 	 	 
	Appointments
	 	 	190	 	 	 	78	 
	Rights of Nominated Proxies
	 	 	191	 	 	 	79	 
	 
	 	 	 	 	 	 	 	 
	Glossary
	 	 	 	 	 	 	80	 






 - vii - 









 






Company Number: 1833679




The Companies Acts




Company Limited by Shares




ARTICLES OF ASSOCIATION




Adopted on [•] 2007 pursuant to a Special Resolution passed on [•] 2007.




of




VODAFONE GROUP PUBLIC LIMITED COMPANY




PRELIMINARY ARTICLES





	1	 	Table A and other standard regulations do not apply
	 
	 	 	The regulations in Table A of the Companies Act 1948, and any similar regulations in
the Companies Acts do not apply to the Company.
	 
	2	 	The meaning of words and phrases used in the Articles
	 
	2.1	 	The following table gives the meaning of certain words and phrases as they are used
in these Articles. However, the meaning given in the table does not apply if that is
inconsistent with the context in which a word or phrase appears. After the Articles there is a
Glossary which explains various words and phrases. The Glossary is not part of the Memorandum
or Articles, and it does not affect their meaning. Throughout the Articles, those words and
expressions explained in this Article 2.1 are printed in bold and those explained in the
Glossary are printed in italics.





	 	 	 
	Words and Phrases	 	Meaning
	Act

	 	This means any act of Parliament, enactment or statutory
legislation.
	 
	 	 
	Adjusted Total of Capital
and Reserves

	 	This is defined in Article 118.2.






 - 1 - 









 






	 	 	 
	Words and Phrases	 	Meaning
	ADR Depositary

	 	A custodian or other person or persons approved by the
directors who (a) holds shares in the Company under
arrangements where either the custodian or some other person
issues American Depositary Receipts which evidence American
Depositary Shares representing shares in the Company; and/or
(b) is appointed by or on behalf of the Company to hold Share
Warrants.
	 
	 	 
	American Depositary 

Shares

	 	These represent shares in the Company and are evidenced by
American Depositary Receipts.
	 
	 	 
	American Depositary 

Receipts

	 	These represent American Depositary Shares either physically or
in the form of Direct Registration Receipts.
	 
	 	 
	Appointed Proxy

	 	This is defined in Article 162.1.
	 
	 	 
	Appointed Number

	 	The number of Depositary Shares to which each appointment as a
Nominated Proxy relates.
	 
	 	 
	Approved Depositary

	 	This means someone appointed:
	 

	 	to hold the Company’s shares or any rights or interests in any
of the Company’s shares; and
	 

	 	to issue securities, documents of title or other documents
which evidence that the holder of them owns or is entitled to
receive the shares, rights or interests held by the Approved
Depositary.
	 

	 	A nominee acting for someone appointed to do these things will
also be treated as an Approved Depositary. But the arrangements
for the Approved Depositary to do the things described above
must be approved by the directors. The trustees of any scheme
or arrangements for or principally for the benefit of employees
of the Group will also be treated as an Approved Depositary
unless the directors decide otherwise. References in the
Articles to an Approved Depositary or to shares held by it
refer only to an Approved Depositary and to its shares held in
its capacity as an Approved Depositary.
	 
	 	 
	approved transfer

	 	This is defined in Article 73.11, for the purposes of Article
73.
	 
	 	 
	Articles

	 	The Company’s Articles of Association, including any changes
made to them.
	 
	 	 
	Bearer

	 	This is defined in Article 155.1.
	 
	 	 
	class meeting

	 	This is defined in Article 40.1.
	 
	 	 
	Common Seal

	 	Any seal which the Company may have under the Companies Acts
and which the Company may use to execute documents.






 - 2 - 









 






	 	 	 
	Words and Phrases	 	Meaning
	Companies Act 1985

	 	The Companies Act 1985, as amended by the Companies Act 1989
and the Companies Act 2006.
	 
	 	 
	Companies Act 2006

	 	The company law provisions of the Companies Act 2006 (as
defined therein), for the time being in force.
	 
	 	 
	Companies Acts

	 	The Companies Acts as defined in Section 2 of the Companies Act
2006 (where provisions are for the time being in force), the
CREST Regulations and other legislation relating to companies
and affecting the Company (including any orders, regulations or
other subordinated legislation made under them) in force from
time to time.
	 
	 	 
	Companies Communications 

Provisions

	 	The meaning of companies communications provisions is given in
the Companies Acts.
	 
	 	 
	company

	 	Includes any company, corporate body and any corporation
established anywhere in the world.
	 
	 	 
	company representative

	 	This is defined in Article 81.1.
	 
	 	 
	the Company

	 	Vodafone Group Public Limited Company.
	 
	 	 
	CREST Regulations

	 	The Uncertificated Securities Regulations 1995.
	 
	 	 
	default shares

	 	This is defined in Article 73.1, for the purposes of Article 73.
	 
	 	 
	Depositary Shares

	 	The total number of Ordinary Shares which are registered in the
name of the Approved Depositary or its nominee at that time.
	 
	 	 
	Direct Registration Receipt

	 	An American Depositary Receipt in uncertificated form, the
ownership of which is recorded in the Direct Registration
System.
	 
	 	 
	Direct Registration System

	 	The system maintained by the ADR Depositary in which the ADR
Depositary records the ownership of Direct Registration
Receipts.
	 
	 	 
	direction notice

	 	This is defined in Article 73.3 for the purposes of Article 73.
	 
	 	 
	elected shares

	 	This is defined in Article 135.10.
	 
	 	 
	equity securities

	 	The meaning of equity securities is given in Section 94
Companies Act 1985.
	 
	 	 
	equity shares

	 	Shares in the capital of the Company which are regarded as
equity share capital pursuant to Section 744 Companies Act
1985.
	 
	 	 
	Fixed Rate Shares

	 	The 7 per cent cumulative fixed rate shares of £1 each in the
Company.






 - 3 - 









 






	 	 	 
	Words and Phrases	 	Meaning
	Group

	 	This is defined in Article 118.2, for the purposes of Article
118.
	 
	 	 
	London Stock Exchange

	 	London Stock Exchange plc.
	 
	 	 
	Memorandum

	 	The Memorandum of Association of the Company.
	 
	 	 
	Nominated Proxy

	 	Each person the Approved Depositary has appointed as a proxy
under Article 190.
	 
	 	 
	Nominated Proxy Register

	 	This is defined in Article 190.2, for the purposes of Articles
190 and 191.
	 
	 	 
	non equity securities

	 	Securities which are not equity securities.
	 
	 	 
	operator

	 	CRESTCo Limited or any other operator of a relevant system
under the CREST Regulations.
	 
	 	 
	Ordinary Shareholder

	 	A holder of the Company’s Ordinary Shares.
	 
	 	 
	Ordinary Shares

	 	Ordinary shares of US$0.10 each in the Company.
	 
	 	 
	paid-up share or other 

security

	 	Includes a share or other security which is treated
(“credited”) as paid up.
	 
	 	 
	pay

	 	Includes any kind of reward or payment for services.
	 
	 	 
	prescribed period

	 	This is defined in Article 16.5, for the purposes of Article 16.
	 
	 	 
	Procedural Resolution

	 	A resolution or question put to the vote of a General Meeting
of a procedural nature (such as a resolution on a simple
clerical amendment to correct an obvious error in a Substantive
Resolution, a resolution to adjourn a General Meeting or a
resolution on the choice of chairman of a General Meeting).
	 
	 	 
	proxy form

	 	This includes any document, electronic form or website based
form which appoints a proxy.
	 
	 	 
	recognised clearing house

	 	A clearing house granted recognition under the Financial
Services Act 1986.
	 
	 	 
	recognised investment 

exchange

	 	An investment exchange granted recognition under the Financial
Services Act 1986.
	 
	 	 
	Record Date

	 	This is defined in Article 169.1, for the purposes of Article
169.
	 
	 	 
	Record Time

	 	This is defined in Article 191.4, for the purposes of Article
191.
	 
	 	 
	Register

	 	The Company’s register of members.






 - 4 - 









 






	 	 	 
	Words and Phrases	 	Meaning
	Registered Office

	 	The Company’s registered office or in the case of sending or
supplying any document or information by electronic means or by
means of a website in accordance with the Companies Acts and
these Articles, the address stated for the purpose of receiving
such document or information by electronic means or by means of
a website.
	 
	 	 
	Relevant Company

	 	This is defined in Article 154.1, for the purposes of Article
154.
	 
	 	 
	relevant securities

	 	The meaning of relevant securities is given in Section 80 of
the Companies Act 1985.
	 
	 	 
	relevant system

	 	A relevant system under the CREST Regulations whose operator
allows shares or other securities of the Company to be
transferred using that system.
	 
	 	 
	relevant value

	 	This is defined in Article 135.5, for the purposes of Article
135.
	 
	 	 
	rights of any share

	 	The rights attached to a share when it is issued, or afterwards.
	 
	 	 
	rights issue

	 	This is defined in Article 16.5, for the purposes of Article 16.
	 
	 	 
	Secretary

	 	Any person appointed by the directors to do work as the company
secretary including any assistant or deputy secretary.
	 
	 	 
	securities offer

	 	This is defined in Article 160.3, for the purposes of Article
160.
	 
	 	 
	Securities Seal

	 	An official seal kept by the Company for sealing securities
issued by the Company, or for sealing documents creating or
evidencing securities so issued, as permitted by the Companies
Acts.
	 
	 	 
	Share Warrant

	 	A share warrant to bearer issued by the Company.
	 
	 	 
	shareholder

	 	A holder of the Company’s shares.
	 
	 	 
	shareholders’ meeting

	 	A meeting of shareholders including both a General Meeting of
the Company and a class meeting.
	 
	 	 
	shares

	 	Shares which are in issue at the relevant time.
	 
	 	 
	sterling

	 	The currency of the United Kingdom.
	 
	 	 
	subsidiary

	 	A subsidiary as defined in Section 736 of the Companies Act
1985.
	 
	 	 
	subsidiary undertaking

	 	A subsidiary undertaking as defined in Section 258 of the
Companies Act 1985.
	 
	 	 
	Substantive Resolution

	 	Any resolution or question put to the vote of a General Meeting
which is not a Procedural Resolution.






 - 5 - 









 






	 	 	 
	Words and Phrases	 	Meaning
	takeover offer

	 	A takeover offer as defined in Section 974 of the Companies Act
2006.
	 
	 	 
	terms of a share

	 	The terms on which a share was issued.
	 
	 	 
	Transfer Office

	 	The place where the Register is kept or in the case of sending
or supplying any document or information by electronic means or
by means of a website in accordance with the Companies Acts and
these Articles, the address stated for the purpose of receiving
such document or information by electronic means or by means of
a website.
	 
	 	 
	UK Listing Authority

	 	The Financial Services Authority in its capacity as the
competent authority under the Financial Services Act 1986.
	 
	 	 
	United Kingdom

	 	Great Britain and Northern Ireland.
	 
	 	 
	US dollars

	 	The currency of the United States of America.
	 
	 	 
	working day

	 	A day on which banks in the United Kingdom are generally open
for business, excluding Saturdays, Sundays and public holidays.







	2.2	 	References to a debenture include debenture stock and references to a debenture
holder include a debenture stockholder.






	2.3	 	Where the Articles refer to a person who is automatically entitled to a share by
law, this includes a person who is entitled to the share as a result of the death, or
bankruptcy, of a shareholder.






	2.4	 	Words which refer to a single number also refer to plural numbers, and the other
way around.






	2.5	 	Words which refer to males also refer to females and to other persons.






	2.6	 	References to a person or people include companies, unincorporated associations and
so on.






	2.7	 	References to officers include directors, managers and the Secretary, but not the
Company’s auditors.






	2.8	 	References to the directors are to the board of directors unless the way in which
directors is used does not allow this meaning.






	2.9	 	Any headings in these Articles are only included for convenience. They do not
affect the meaning of the Articles.






	2.10	 	When an Act or the Articles are referred to, the version which is current at any
particular time will apply.






	2.11	 	Where the Articles give any power or authority to anybody, this power or authority
can be used on any number of occasions, unless the way in which the word is used does not
allow this meaning.






	2.12	 	Any word or phrase which is defined in the Companies Acts (excluding any
modification to them by a further Act which is not in force when these Articles are adopted)
means the




 - 6 - 









 






	 	 	same in the Articles, unless the Articles define it differently, or the way in which the
word or phrase is used is inconsistent with the definition given in the Companies Acts.






	2.13	 	Where the Articles say that anything can be done by passing an ordinary
resolution, this can also be done by passing a special resolution or an extraordinary
resolution.






	2.14	 	Where the Articles refer to changing the amount of shares this means doing any or
all of the following:






	 	•	 	subdividing the shares into other shares with a smaller nominal value;
	 
	 	•	 	consolidating the shares into other shares with a larger nominal value; and
	 
	 	•	 	dividing shares which have been consolidated into shares with a larger nominal value
than the original shares had.






	2.15	 	Where the Articles refer to any document being made effective this means being
signed, sealed, authenticated or executed in some other legally valid way.






	2.16	 	Where the Articles refer to months or years, these are calendar months or years.






	2.17	 	Articles which apply to fully-paid shares can also apply to stock. References in
those Articles to share or shareholder include stock or stockholder.






	2.18	 	Where the Articles refer to shares in certificated form, this means that ownership
of the shares can be transferred using a transfer document (rather than in accordance with the
CREST Regulations) and that a share certificate is usually issued to the owner.






	2.19	 	Where the Articles refer to shares in uncertificated form, this means that
ownership of the shares can be transferred in accordance with the CREST Regulations without
using a transfer document and that no share certificate is issued to the owner.






	2.20	 	Where the Articles refer to a period of clear days, the period does not include
the date the notice is delivered, or treated as being delivered, nor the date of the General
Meeting or other relevant event.






	2.21	 	The expressions “hard copy form”, “electronic form” and “electronic means” shall
have the same respective meanings as in the Company Communications Provisions.






	2.22	 	The term address when used in relation to communications via electronic means or
by means of a website includes any number or address used for the purposes of such
communication.






	2.23	 	Where the Articles refer to anything that should be in writing, this means it
should be written or produced by any substitute for writing (including anything in electronic
form) or partly one and partly another.





SHARE CAPITAL





	3	 	Form of the Company’s share capital
	 
	 	 	1The Company’s share capital at the date when these Articles are adopted is
£9,990,050,000 and U.S.$7,800,000,000. This is made up of 50,000 7 per cent. cumulative







 




			
	1	 	On 21 July 1999 the share capital of the
Company was increased to £50,000 and US$4,080,000,000 by the creation of
an additional 32,640,000,000 ordinary shares of US$0.10 each.




 - 7 - 









 









			
	 	 	fixed rate shares of £1 each 38,563,935,574 B Shares of 15 pence each, 28,036,064,426
Deferred Shares of 15 pence each and 68,250,000,000 ordinary shares of
U.S.$0.113/7 each.





FIXED RATE SHARES





	4	 	   Right of Fixed Rate Shares to profits






	4.1	 	If the Company has profits which are available for distribution and the directors
resolve that these should be distributed, the holders of the Fixed Rate Shares are entitled,
before the holders of any other class of shares, to be paid in respect of each financial year
or other accounting period of the Company a fixed cumulative preferential dividend
(“preferential dividend”) at the rate of 7 per cent. per annum on the nominal value of the
Fixed Rate Shares which is paid up or treated as paid up.






	4.2	 	Subject to Article 4.3 below, the preferential dividend will be paid yearly, on 31
March in respect of each financial year ending on or before that date. If this date is not a
working day, the payment will be made on the next working day.






	4.3	 	When the Company has to calculate a dividend on the Fixed Rate Shares for a period
other than a calendar year ending on 31 March (being another accounting period, the first
dividend period arising for the Fixed Rate Shares or otherwise), the daily dividend rate will
be worked out by dividing the yearly dividend rate by 365 days. This daily rate will then be
multiplied by the actual number of days which have passed in the relevant period, but not
including the date of payment, to give the amount payable for that period.






	4.4	 	Except as provided in this Article, the Fixed Rate Shares do not have any other
right to share in the Company’s profits.






	5   	 	Right of Fixed Rate Shares to capital






	5.1	 	If the Company is wound up (but in no other circumstances involving a repayment of
capital or distribution of assets to shareholders whether by reduction of capital, redeeming
or buying back shares or otherwise), the holders of the Fixed Rate Shares will be entitled,
before the holders of any other class of shares to:






	 	•	 	repayment of the amount paid up or treated as paid up on the nominal value of each
Fixed Rate Share;
	 
	 	•	 	the amount of any dividend which is due for payment on, or after, the date the
winding up commenced which is payable for a period ending on or before that date. This
applies even if the dividend has not been declared or earned;







 




			
	 	 	The share capital of the Company was increased to £50,000 and
US$7,800,000,000 by the creation of an additional 37,200,000,000 ordinary
shares of US$0.10 each with effect from 9 February 2000.
	 
	 	 	Following the admission to the Official List of the consolidated Ordinary
Shares, the share capital of the Company was altered to£9,990,050,000 and
US$7,800,000,000 divided into 50,000 Fixed Rate Shares of £1 each,
66,600,000,000 B Shares of 15 pence each and 68,250,000,000 Ordinary
Shares of 113/7 cents each on 31 July 2006.
	 
	 	 	On 7 August 2006, the share capital of the Company was altered following
the conversion of 28,036,064,426 B Shares of 15 pence each into 28,036,064,426
Deferred Shares of 15 pence each in accordance with the Company’s Articles of
Association.




 - 8 - 









 











	 	•	 	any arrears of dividend on any Fixed Rate Shares held by them. This applies even if
the dividend has not been declared or earned; and
	 
	 	•	 	a proportion of any dividend in respect of the financial year or other accounting
period which began before the winding up commenced but ends after that date. The
proportion will be the amount of the dividend that would otherwise have been payable
for the period which ends on that date. This applies even if the dividend has not been
declared or earned.






	5.2	 	If there is a winding up to which Article 5.1 applies, and there is not enough to
pay the amounts due on the Fixed Rate Shares, the holders of the Fixed Rate Shares will share
what is available in proportion to the amounts to which they would otherwise be entitled. The
holders of the Fixed Rate Shares will be given preference over the holders of other classes of
shares which rank behind them in sharing in the Company’s assets.






	5.3	 	Except as provided in this Article 5, the Fixed Rate Shares do not have any other
right to share in the Company’s surplus assets.






	6	 	   Voting rights of Fixed Rate Shares






	6.1	 	The holders of the Fixed Rate Shares are only entitled to receive notice of
General Meetings, or to attend, speak and vote at General Meetings, as set out below.






	 	•	 	If a resolution is to be proposed at the General Meeting to wind up the Company,
they are entitled to receive notice of the General Meeting and can attend, but are not
entitled to speak or vote.
	 
	 	•	 	If a resolution is to be proposed at the General Meeting which would vary or
abrogate the rights attached to the Fixed Rate Shares, they are entitled to receive
notice of the General Meeting and are entitled to attend, speak and vote but only in
respect of such resolution or any motion to adjourn the General Meeting before such
resolution is voted on.






	6.2	 	If the holders of the Fixed Rate Shares are entitled to vote at a General Meeting,
each holder present in person or by proxy (or, being a company, by a company representative)
has one vote on a show of hands and on a poll every holder who is present in person or by
proxy (or, being a company, by a company representative) shall have one vote in respect of
each fully paid Fixed Rate Share.






	7   	 	Varying the rights of Fixed Rate Shares
	 
	 	 	The rights of the holders of the Fixed Rate Shares will be regarded as being varied or
abrogated if any resolution is passed for the reduction of the amount of capital paid up on
the Fixed Rate Shares but not for the repayment of the Fixed Rate Shares at par.
	 
	 	 	Accordingly, this can only take place if:






	 	   •	 	holders of at least three quarters in nominal value of the Fixed Rate Shares agree
in writing; or
	 
	 	   •	 	an extraordinary resolution is passed at a separate class meeting by the holders of
the Fixed Rate Shares approving the proposal,





       in accordance with Article 40.



 - 9 - 












 





CHANGING CAPITAL





	8	 	The power to increase capital
	 
	 	 	The shareholders can increase the Company’s share capital by passing an ordinary
resolution. The resolution must fix the:






	 	•	 	amount of the increase;
	 
	 	•	 	nominal value of the new shares; and
	 
	 	•	 	currency or currencies in which the nominal value of such shares is to be expressed.






	9	 	Application of the Articles to new shares
	 
	 	 	The provisions of the Articles about allotment, payment of calls, transfers, automatic
entitlement by law, forfeiture, lien and all other things apply to new shares under Article 8
in the same way as if they were part of the Company’s existing share capital.
	 
	10	 	The power to change capital
	 
	 	 	The shareholders can pass ordinary resolutions to do any of the following:






	 	•	 	consolidate, or consolidate and then divide, all or any part of the Company’s share
capital into new shares of a larger nominal value than the existing shares;
	 
	 	•	 	cancel any shares which have not been taken, or agreed to be taken, by any person at
the date of the resolution, and reduce the amount of the Company’s share capital by the
amount of the cancelled shares;
	 
	 	•	 	divide some or all of the shares into shares which are of a smaller nominal value
than is fixed in the Memorandum. This is subject to any restrictions under the
Companies Acts. The resolution can provide that, as between the shares resulting from
such sub-division, different rights and restrictions which the Company can apply to new
shares may apply to all or any of the different divided shares.






	11	 	Fractions of shares
	 
	11.1	 	If any shares are consolidated or divided, the directors have power to deal with
any fractions of shares which result or any other difficulty that arises. If the directors
decide to sell any shares representing fractions, they must do so for the best price
reasonably obtainable and distribute the net proceeds of sale among shareholders in proportion
to their fractional entitlements in accordance with their rights and interests. The directors
can sell to any person (including the Company, if the Companies Acts allow this) and can
authorise any person to transfer those shares to the buyer or in accordance with the buyer’s
instructions. The buyer does not need to take any steps to see how any money he paid is used.
Nor will his ownership be affected if the sale was irregular or invalid in any way.





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	11.2	 	So far as the Companies Acts allow, when shares are consolidated or divided, the
directors can treat a shareholder’s shares which are held in certificated form and in
uncertificated form as separate shareholdings. The directors can also arrange for any
shares which result from a consolidation or division and which represent rights to fractions of shares to be
entered in the Register as shares in certificated form where this makes it easier to sell them.
	 
	12	 	The power to reduce capital
	 
	 	 	The Company’s shareholders can pass a special resolution to reduce in any way:






	 	•	 	the Company’s share capital; or
	 
	 	•	 	any capital redemption reserve, share premium account or other undistributable
reserve.






	 	 	This is subject to any restrictions under the Companies Acts.
	 
	13	 	Buying back shares
	 
	 	 	The Company can buy back, or agree to buy back in the future, any shares of any class
(including redeemable shares) in accordance with the Companies Acts. However, if the Company
has other shares in issue which are admitted to the official list maintained by the UK
Listing Authority and which are convertible at any time into the class of equity shares to be
repurchased, the holders of the convertible shares must first pass an extraordinary
resolution approving the buy-back at a separate class meeting. A resolution is not required,
however, if the terms on which the convertible shares were issued allow the buy-back.





SHARES





	14	 	The special rights of new shares
	 
	14.1	 	If the Company issues new shares, the new shares can have any rights or
restrictions attached to them. The rights can take priority over the rights of existing
shares, or existing shares can take priority over them, or the new shares and the existing
shares can rank equally. These rights and restrictions can apply to sharing in the Company’s
profits or assets. Other rights and restrictions can also apply, for example to the right to
vote.
	 
	14.2	 	The powers conferred by Article 14.1 are subject to the provisions of Article
14.5.
	 
	14.3	 	The rights and restrictions referred to in Article 14.1 can be decided by an
ordinary resolution passed by the shareholders. The directors can also take these decisions if
they do not conflict with any resolution passed by the shareholders.
	 
	14.4	 	If the Companies Acts allow this, the rights of any new shares can include rights
for the holder and/or the Company to have them redeemed.
	 
	14.5	 	The ability to attach particular rights and restrictions to new shares may be
restricted by special rights previously given to holders of any existing shares.





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	15	 	The directors’ power to deal with shares
	 
	15.1	 	The directors can decide how to deal with any shares which have not been issued.
The directors can:






	 	•	 	allot them on any terms, which can include the right to transfer the allotment to
another person before any person has been entered on the Register. This is known as the
right to renounce the allotment (see also Article 18);
	 
	 	•	 	grant options to give people a right to acquire shares in the future; or
	 
	 	•	 	dispose of the shares in any other way.






	15.2	 	The directors are free to decide with whom they deal, when they deal with the
shares, and the terms on which they deal.
	 
	15.3	 	For the purposes of Article 15.1, the directors must comply with:






	 	•	 	the provisions of the Companies Acts relating to authority, pre-emption rights and
other matters; and
	 
	 	•	 	any resolution of a General Meeting which is passed under the Companies Acts.






	16	 	The directors’ authority to allot “relevant securities” and “equity securities”
	 
	16.1	 	This Article regulates the authority of the directors to allot relevant securities
and their power to allot equity securities for cash.
	 
	16.2	 	The directors are authorised, generally and without conditions, under Section 80
of the Companies Act 1985, to allot relevant securities. They are authorised to allot them for
any prescribed period. The maximum amount of relevant securities which the directors can allot
in each prescribed period is the Section 80 Amount.
	 
	16.3	 	Under the directors’ general authority in Article 16.2, they have the power to
allot equity securities, entirely paid for in cash, free of the restriction in Section 89(1)
of the Companies Act 1985. They have the power to allot them for any prescribed period. There
is no maximum amount of equity securities which the directors can allot when the allotment is
in connection with a rights issue. In all other cases, the maximum amount of equity securities
which the directors can allot is the Section 89 Amount.
	 
	16.4	 	During any prescribed period, the directors can make offers and enter into
agreements which would, or might, require shares or other securities to be allotted after that
period has ended.
	 
	16.5	 	For the purposes of this Article:






	 	•	 	rights issue means an offer of equity securities which is open for a period decided
on by the directors to the people who are registered on a particular date (chosen by
the directors) as holders of:






	 	(i)	 	Ordinary Shares, in proportion to their holdings of Ordinary
Shares; and
	 
	 	(ii)	 	other classes of equity securities or non equity securities
which give them the right to receive the offer in accordance with their rights.






	 	 	 	However, the directors can do the following things (and the issue will still
be treated as a rights issue for the purpose of this Article if they do so):





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	 	•	 	sell any fractions of equity securities to which people would be entitled
and keep the net proceeds for the Company’s benefit or make other appropriate
arrangements to deal with such fractions;
	 
	 	•	 	make the rights issue subject to any limits or restrictions which the
directors think are necessary or appropriate to deal with legal or practical
problems under the laws of any territory, or under the requirements of any
recognised regulatory body, or stock exchange, in any territory or as a result
of shares being represented by American Depositary Shares; or
	 
	 	•	 	treat a shareholder’s holdings in certificated form and uncertificated form
as separate shareholdings.






	 	•	 	prescribed period means in the first instance the period ending on the date of the
Annual General Meeting in 2000 or on 24 August 2000, whichever is the earlier. After
this, the prescribed period means a period of no more than five years fixed by the
shareholders by passing a resolution at a General Meeting. The shareholders can, by
passing further resolutions, renew or extend this power (including the first prescribed
period), for periods of no more than five years each. Such resolutions can take the
form of:






	 	•	 	an ordinary resolution fixing a period under Article 16.2; or
	 
	 	•	 	a special resolution fixing a period under Article 16.3; or
	 
	 	•	 	a special resolution fixing identical periods under Article 16.2 and under
Article 16.3; or
	 
	 	•	 	a special resolution fixing different periods under Article 16.2 and under
Article 16.3.






	 	•	 	The Section 80 Amount for the first prescribed period is that fixed at the
Extraordinary General Meeting of the Company held on 24 May 1999, being
U.S.$816,000,000. For any subsequent prescribed period the Section 80 Amount is that
stated in a relevant resolution passed by the shareholders at a General Meeting.
	 
	 	•	 	The Section 89 Amount for the first prescribed period is that fixed at the
Extraordinary General Meeting of the Company held on 24 May 1999, being
U.S.$30,223,864. For any subsequent prescribed period the Section 89 Amount is that
stated in a relevant special resolution passed by the shareholders at a General
Meeting.
	 
	 	•	 	In working out any maximum amounts of securities referred to in this Article, the
nominal value of rights to subscribe for shares, or to convert any securities into
shares, will be taken as the nominal value of the shares which would be allotted if the
subscription or conversion takes place.






	17	 	Power to pay commission and brokerage
	 
	17.1	 	The Company can use all the powers given by the Companies Acts to pay commission
or brokerage to any person who:






	 	•	 	applies, or agrees to apply, for any new shares; or





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	 	•	 	gets anybody else to apply, or agree to apply for, any new shares.






	17.2	 	The rate per cent or amount of the commission paid or agreed to be paid must be
disclosed as required by the Companies Acts and must not exceed 10 per cent of the
price at which the shares in respect of which the commission is paid
are issued (or an equivalent amount).
	 
	18	 	Renunciations of allotted but unissued shares
	 
	 	 	Where a share has been allotted to a person but that person has not yet been entered on
the Register, the directors can recognise a transfer (called a renunciation) by that person
of his right to the share in favour of some other person. The ability to renounce allotments
only applies if the terms on which the share is allotted are consistent with renunciation.
The directors can impose terms and conditions regulating renunciation rights and can allow
renunciation rights to be participating securities (as defined in the CREST Regulations) in
their own right.
	 
	19	 	No trusts or similar interests recognised
	 
	19.1	 	The Company will only be affected by, or recognise, a current and absolute right
to whole shares. The fact that any share, or any part of a share, may not be owned outright by
the registered owner is not of any concern to the Company, for example if a share is held on
any kind of trust.
	 
	19.2	 	The only exception to what is said in Article 19.1 is for any right:






	 	•	 	which is expressly given by these Articles; or
	 
	 	•	 	which the Company has a legal duty to recognise.





SHARES IN UNCERTIFICATED FORM





	20	 	Holding shares in uncertificated form and effect of the CREST Regulations
	 
	20.1	 	Subject to the Articles and so far as the Companies Acts allow this, the directors
can decide that any class of shares can:






	 	•	 	be held in uncertificated form and that title to such shares can be transferred
using a relevant system; or
	 
	 	•	 	no longer be held and transferred in uncertificated form.






	20.2	 	These Articles do not apply to shares of any class which are held in
uncertificated form to the extent that the Articles are inconsistent with the:






	 	•	 	holding of shares of that class in uncertificated form;
	 
	 	•	 	transfer of title to shares of that class by means of a relevant system; or
	 
	 	•	 	CREST Regulations.





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SHARE CERTIFICATES





	21	 	Certificates
	 
	21.1	 	When a shareholder is first registered as the holder of any class of shares in
certificated form, he is entitled to receive, free of charge, one certificate for all the
shares in
certificated form of that class which he holds. If he holds shares of more than one class in
certificated form, he is entitled to receive a separate share certificate for each class.
	 
	21.2	 	The Company must also observe any requirements of the CREST Regulations when
issuing share certificates. Where the Companies Acts allow, the Company does not need to issue
share certificates.
	 
	21.3	 	If a shareholder receives more shares in certificated form of any class he is
entitled, without charge, to another certificate for the additional shares.
	 
	21.4	 	If a shareholder transfers part of his shares covered by a certificate, he is
entitled, free of charge, to a new certificate for the balance if the balance is also held in
certificated form. The old certificate will be cancelled.
	 
	21.5	 	The Company does not have to issue more than one certificate for any share in
certificated form, even if that share is held jointly.
	 
	21.6	 	When the Company delivers a certificate to one joint holder of shares in
certificated form, this is treated as delivery to all of the joint shareholders.
	 
	21.7	 	If requested in writing to do so, the Company can deliver a certificate to a
broker or agent who is acting for a person who is buying shares in certificated form, or who
is having shares transferred to him in certificated form.
	 
	21.8	 	The directors can decide how share certificates are made effective. For example,
they can be:






	 	•	 	signed by two directors or one director and the Secretary;
	 
	 	•	 	sealed with the Common Seal or the Securities Seal (or in the case of shares on a
branch Register, an official seal for use in the relevant territory); or
	 
	 	•	 	printed, in any way, with a copy of the signature of those directors and the
Secretary. The copy can be made or produced mechanically, electronically or in any
other way the directors approve.






	21.9	 	A share certificate must state the number and class of shares to which it relates
and the amount paid-up on those shares. It cannot be for shares of more than one class.
	 
	21.10	 	If all the issued shares of the Company, or a particular class of shares, are
fully paid up and rank equally with each other for all purposes, none of those shares will
(unless the directors pass a resolution to the contrary) have a distinguishing number as long
as it remains fully paid up and ranks equally for all purposes with all the shares of the same
class which are issued and fully paid up.
	 
	21.11	 	The time limit for the Company to prepare a share certificate for shares in
certificated form is:






	 	•	 	one month after the allotment of a new share;





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	 	•	 	five working days after a valid transfer of fully-paid shares is presented for
registration; or
	 
	 	•	 	two months after a valid transfer of partly-paid shares is presented for
registration.






	21.12	 	Article 21.11 only applies to the extent that the terms of issue of shares do not
provide otherwise.
	 
	21.13	 	Share certificates will also be prepared and sent earlier where either the London
Stock Exchange or the UK Listing Authority requires it.
	 
	22	 	Replacement share certificates
	 
	22.1	 	If a shareholder has four or more share certificates for shares of the same class
which are in certificated form, he can ask the Company for these to be cancelled and replaced
by a single new certificate. The Company must comply with this request, without making a
charge for doing so.
	 
	22.2	 	A shareholder can ask the Company to cancel and replace a single share certificate
with two or more certificates, for the same total number of shares. The Company, upon the
payment by the shareholder of a reasonable sum determined by the directors, must comply with
this request.
	 
	22.3	 	A shareholder can ask the Company for a new certificate if the original is:






	 	•	 	damaged or defaced; or
	 
	 	•	 	lost, stolen, or destroyed.






	22.4	 	If a certificate has been damaged or defaced, the Company can require satisfactory
evidence and for the certificate to be delivered to it before issuing a replacement. If a
certificate is lost, stolen or destroyed, the Company can require satisfactory evidence,
together with an indemnity, before issuing a replacement. In each case the directors can
impose such other terms as they think fit.
	 
	22.5	 	The directors can require the shareholder to pay the Company’s exceptional
out-of-pocket expenses for issuing any share certificates under Article 22.3.
	 
	22.6	 	Any one joint shareholder can request replacement certificates under this Article.





CALLS ON SHARES





	23	 	The directors can make calls on shares
	 
	 	 	The directors can call on shareholders to pay any money which has not yet been paid to
the Company for their shares. This includes both the nominal value of the shares and any
premium which may be payable. If the terms of issue of the shares allow this, the directors
can:






	 	•	 	make calls as often, and whenever, they think fit;
	 
	 	•	 	decide when and where the money is to be paid;
	 
	 	•	 	decide that the money can be paid by instalments; or





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	 	•	 	wholly or partly revoke or postpone any call.






	 	 	A call is treated as having been made as soon as the directors pass a resolution authorising
it.
	 
	24	 	The liability for calls
	 
	24.1	 	A shareholder who has received at least 14 days’ notice giving details of the
amount called, the time (or times) and place or address for payment must pay the call as
required
by the notice. Joint shareholders are liable jointly and severally to pay any money called
for in respect of their shares.
	 
	24.2	 	A shareholder due to pay the amount called shall still have to pay the call even
if, after the call was made, he transfers the shares to which the call related.
	 
	25	 	Interest and expenses on unpaid calls
	 
	 	 	If a call is made and the money due remains unpaid, the shareholder is liable to pay
interest on the money and any expenses incurred by the Company because of his failure to pay
the call on time. The interest will run from the day the money is due until it has actually
been paid. The yearly interest rate will be a reasonable rate fixed by the directors (or,
where they do not fix a reasonable rate, 10 per cent). The directors can decide not to charge
any or all of such expenses and interest.
	 
	26	 	Sums which are payable when a share is allotted are treated as a call
	 
	 	 	If the terms of a share require any money to be paid at the time the share is allotted,
or at any fixed date (whether in relation to the nominal value of the shares or any premium
which may apply), then the liability to pay the money will be treated in the same way as a
liability for a valid call for money on shares which is due on the same date. If this money
is not paid, everything in the Articles relating to non-payment of calls applies. This
includes Articles which allow the Company to forfeit or sell shares and to claim interest.
	 
	27	 	Calls can be for different amounts
	 
	 	 	On an issue of shares, if the terms of such shares allow, the directors can decide that
allottees or the subsequent holders of such shares can be called on to pay different amounts,
or that they can be called on at different times.
	 
	28	 	Paying calls early
	 
	28.1	 	The directors can accept payment in advance of some or all of the money due from a
shareholder before he is called on to pay the money. The directors can agree to pay interest
on money paid in advance until it would otherwise be due to the Company at a rate (up to a
maximum yearly interest rate of 10 per cent) agreed between the directors and the shareholder.
	 
	28.2	 	The money which is paid in advance in this way shall not be included in
calculating the dividend payable on the shares in respect of which the money paid in advance
has been paid.





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FORFEITING SHARES





	29	 	Notice following non-payment of a call
	 
	 	 	Articles 29 to 39 apply if a shareholder fails to pay the whole amount of a call, or an
instalment of a call, by the date on which it is due. The directors can serve a notice on him
any time after the date on which the call or the instalment is due, if the whole amount
immediately due has not been paid.






	30	 	Contents of the notice
	 
	 	 	A notice served under Article 29 must:






	 	•	 	demand payment of the amount immediately payable, plus any interest;
	 
	 	•	 	give a date by when the total must be paid, but this must be at least 14 days after
the notice is served on the shareholder;
	 
	 	•	 	state where the payment(s) must be made; and
	 
	 	•	 	state that if the full amount demanded is not paid by the time and at the place or
address stated, the Company can forfeit the shares on which the call or instalment was
due.






	31	 	Forfeiture if the notice is not complied with
	 
	 	 	If a notice served under Article 29 is not complied with, the shares to which it relates
can be forfeited at any time while any amount (including interest) is still outstanding. This
is done by the directors passing a resolution stating that the shares have been forfeited.
	 
	32	 	Forfeiture will include unpaid dividends
	 
	 	 	All dividends which are due on (and other money payable in respect of) the forfeited
shares, but not yet paid, will also be forfeited.
	 
	33	 	Dealing with forfeited shares
	 
	33.1	 	The directors can sell, dispose of or re-allot any forfeited share on any terms
and in any way that they decide. The Company may keep the consideration received from doing
this. The directors can, if necessary, authorise any person to transfer a forfeited share to
any other person and may cause such other person to be registered as the holder of the share.
	 
	33.2	 	The new shareholder’s ownership of the share will not be affected if the steps
taken to forfeit the share, or the sale or disposal of the share, were invalid or irregular,
or if anything that should have been done was not done, and the new shareholder is not obliged
to enquire as to how the purchase money (if any) is used.





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	34	 	Cancelling forfeiture
	 
	34.1	 	After a share has been forfeited, the directors can cancel the forfeiture. But
they can only do this before the share has been sold, re-allotted or disposed of. This can be
on any terms that they decide.
	 
	34.2	 	If a share has not been sold or disposed of after three years from the date of
forfeiture, the directors must cancel the share.
	 
	35	 	The position of shareholders after forfeiture
	 
	35.1	 	A shareholder loses all rights in connection with forfeited shares. If the shares
are in certificated form, he must surrender any certificate for those shares to the Company
for cancellation. A person is still liable to pay calls which have been made, but not paid,
before the forfeiture of his shares. He must also pay interest on the unpaid amount (at the
rate of interest which was payable on the unpaid amount before the forfeiture) until it is
paid. If no
interest was payable before the forfeiture on the unpaid amount, the directors can fix the
rate of interest on the unpaid amount, but it must not be more than 10 per cent a year,
until it is paid.
	 
	35.2	 	The shareholder continues to be liable for all claims and demands which the
Company could have made relating to the forfeited share. He is not entitled to any credit for
the value of the share when it was forfeited or for money received by the Company under
Article 33, unless the directors decide to allow credit for all or any of that value. The
directors may also decide to waive any payment due either completely or in part.





LIENS ON PARTLY PAID SHARES





	36	 	The Company’s lien on shares
	 
	 	 	The Company has a lien on all partly-paid shares. This lien has priority over claims of
others to the shares and extends to all dividends and other money payable on the shares or in
respect of them. This lien is for any money owed to the Company for the shares. The directors
can decide to give up any lien which has arisen or that any share for a specified period of
time be entirely or partly exempt from this Article. They can also decide to suspend any lien
which would otherwise apply to particular shares. Unless otherwise agreed, the registration
of a transfer of any share over which the Company has a lien shall operate as a waiver of
that lien.
	 
	37	 	Enforcing the lien by selling the shares
	 
	37.1	 	If the directors want to enforce the lien referred to in Article 36, they can sell
some or all of the shares in any way they decide. The directors can authorise someone to
transfer the shares sold. But they cannot sell the shares until all of the following
conditions are met:






	 	•	 	the money owed by the shareholder must be immediately payable;
	 
	 	•	 	the directors must have given a notice in writing to the shareholder. This notice
must say how much is due. It must also demand that this money is paid, and say that the
shareholder’s shares can be sold if the money is not paid;





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	 	•	 	the notice in writing must have been sent to or served on the shareholder, or on any
person who is automatically entitled to the shares by law; and
	 
	 	•	 	the money has not been paid by at least 14 days after the notice has been served.






	37.2	 	The new shareholder’s ownership of the share will not be affected if the sale or
disposal of the share was invalid or irregular, or if anything that should have been done was
not done and is not obliged to enquire as to how the purchase money (if any) is used.
	 
	38	 	Using the proceeds of the sale
	 
	 	 	If the directors sell any shares under Article 37, the net proceeds will first be used
to pay off the amount which is then payable to the Company. The directors will pay any money
left over to the former shareholder, or to any person who would otherwise be automatically
entitled to the shares by law provided that the Company’s lien will also apply to any money
left over, to cover any money still due to the Company which is not yet payable: the Company
has the same rights over this money as it had over the shares immediately before they were
sold. If the shares are in certificated form, the Company need not pay
over anything left under this Article until the certificate representing the shares sold has
been delivered to the Company for cancellation.
	 
	39	 	Evidence of forfeiture or enforcement of lien
	 
	 	 	A director, or the Secretary, can make a statutory declaration declaring:






	 	•	 	that he is a director or the Secretary of the Company;
	 
	 	•	 	that a share has been properly forfeited or sold to satisfy a lien under the
Articles; and
	 
	 	•	 	when the share was forfeited or sold.






	 	 	This will be conclusive evidence of these facts which cannot be disputed as against all
persons claiming to be entitled to the share.





CHANGING SHARE RIGHTS





	40	 	Changing the special rights of shares
	 
	40.1	 	If the Company’s share capital is split into different classes of share, and if
the Companies Acts allow this and unless the Articles or rights attached to any class of share
say otherwise, the special rights which are attached to any of these classes of share can be
varied or abrogated if this is approved by an extraordinary resolution in accordance with
Articles 40 and 41. This must be passed at a separate meeting of the holders of the relevant
class of shares. This is called a class meeting. Alternatively, the holders of at least
three-quarters of the existing shares of the relevant class (by nominal value) can give their
consent in writing.
	 
	40.2	 	The special rights of a class of shares can be varied or abrogated while the
Company is a going concern, or while the Company is being wound up, or if winding up is being
considered.





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	40.3	 	All the Articles relating to General Meetings apply, with any necessary changes,
to a class meeting, but with the following adjustments:






	 	•	 	At least two people who hold (or who act as proxies for) at least one third of the
total nominal value of the existing shares of the class are a quorum. However, if this
quorum is not present at an adjourned class meeting, one person who holds shares of the
class, or his proxy, is a quorum, regardless of the number of shares he holds.
	 
	 	•	 	Anybody who is personally present, or who is represented by a proxy, can demand a
poll.
	 
	 	•	 	On a poll, the holders of shares will have one vote for every share of the class
which they hold.






	40.4	 	This Article also applies to the variation or abrogation of special rights of
shares forming part of a class. Each part of the class which is being treated differently is
viewed as a separate class in operating this Article.
	 
	41	 	More about the special rights of shares
	 
	 	 	The special rights of shares or of any class of shares are not regarded as varied or
abrogated if:






	 	•	 	new shares are created, or issued, which rank equally with or behind those shares or
that class of shares in sharing in profits or assets of the Company;
	 
	 	•	 	the Company redeems or buys back its own shares.






	 	 	But this does not apply if the terms of the shares or class of shares expressly provide
otherwise.





TRANSFERRING SHARES





	42	 	Share transfers
	 
	42.1	 	Unless the Articles provide otherwise, any shareholder can transfer some or all of
his shares to another person.
	 
	42.2	 	Every transfer of shares in certificated form must be in writing, and either in
the usual standard form, or in any other form approved by the directors.
	 
	42.3	 	Transfers of uncertificated shares are to be carried out using a relevant system
and must comply with the CREST Regulations.
	 
	43	 	More about transfers of shares in certificated form
	 
	43.1	 	The transfer form for shares in certificated form must be delivered to the
Transfer Office (or any other place the directors may decide). The directors may refuse to
recognise a transfer unless the transfer form:





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	 	•	 	has with it the share certificate for the shares to be transferred and any other
evidence which the directors ask for to prove that the person wishing to make the
transfer is entitled to do this;
	 
	 	•	 	is properly stamped (for payment of stamp duty) where this is required;
	 
	 	•	 	is being used to transfer only one class of shares; and
	 
	 	•	 	is in favour of not more than four joint holders.






	43.2	 	However, if a transfer is by a recognised clearing house or its nominee or by a
recognised investment exchange, a share certificate is only needed if a certificate has been
issued for the shares in question.
	 
	43.3	 	If the share being transferred is a fully paid-up share, a share transfer form
must be signed by the person making the transfer. If the transfer is being made by a company,
the share transfer form does not need to be under that company’s seal.
	 
	43.4	 	If the share being transferred is not a fully paid-up share a share transfer form
must also be signed by the person to whom the share is being transferred. If the transfer is
being made to a company, the transfer form does not need to be under that company’s seal.
	 
	43.5	 	The person making a transfer of shares will be treated as continuing to be the
shareholder until the name of the person to whom a share is being transferred is put on the
Register for that share.
	 
	43.6	 	No fee is payable to the Company for transferring shares or registering changes
relating to the ownership of shares.
	 
	44	 	The Company can refuse to register certain transfers
	 
	44.1	 	The directors can refuse to register a transfer of any shares in certificated form
which are not fully paid-up. They do not have to give any reasons for refusing. But, if any of
those shares are admitted to the official list maintained by the UK Listing Authority, the
directors cannot refuse to register a transfer if this would stop dealings in the shares from
taking place on an open and proper basis.
	 
	44.2	 	If the directors decide not to register a transfer of a share, they must notify
the person to whom such share was to be transferred. This must be done no later than two
months after the Company receives the transfer (in the case of a share in certificated form).
	 
	45	 	Closing the Register
	 
	 	 	The directors can decide to suspend the registration of transfers by closing the
Register. This can be for part of a day, a day, or more than a day. Suspension periods can
vary between different classes of shares. But the Register cannot be closed for more than 30
days a year. In the case of shares in uncertificated form, the Register must not be closed
without the consent of the operator of a relevant system.





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	46	 	Overseas branch registers
	 
	 	 	The Company can use all the powers that the Companies Acts give to keep an overseas
branch register. The directors can make and change any regulations they decide on relating to
this register, as long as the Companies Acts allow this.





PERSONS AUTOMATICALLY ENTITLED TO SHARES BY LAW





	47	 	When a shareholder dies
	 
	47.1	 	When a sole shareholder dies (or a shareholder who is the last survivor of joint
shareholders dies), his legal personal representatives will be the only people whom the
Company will recognise as being entitled to his shares.
	 
	47.2	 	If a shareholder who is a joint shareholder dies, the remaining joint shareholder
or shareholders will be the only people who the Company will recognise as being entitled to
his shares.
	 
	47.3	 	This Article does not discharge the estate of any joint shareholder from any
liability.
	 
	48	 	Registering personal representatives
	 
	 	 	A person who becomes automatically entitled to a share by law can either be registered
as the shareholder, or can select some other person to whom the share is to be transferred.
The person who is automatically entitled by law must provide any evidence of his entitlement
which is reasonably required by the directors.
	 
	49	 	A person who wants to be registered must give notice
	 
	 	 	If a person who is automatically entitled to shares by law wants to be registered as a
shareholder, he must deliver or send a notice to the Company saying that he has made this
decision. He must sign or authenticate this notice in accordance with Article 147, and it
must be in the form which the directors require. This notice will be treated as a transfer
form and all of the provisions of these Articles about registering transfers of shares apply
to it. The directors have the same power to refuse to register the automatically entitled
person as they would have had in deciding whether to register a transfer by the person who
was previously entitled to the shares.
	 
	50	 	Having another person registered
	 
	 	 	If a person who is automatically entitled to a share by law wants the share to be
transferred to another person, he must do the following:






	 	•	 	for a share in certificated form sign a transfer form to the person he has selected;
and
	 
	 	•	 	for a share in uncertificated form transfer such share using a relevant system.






	 	 	The directors have the same power to refuse to register the person selected as they would
have had in deciding whether to register a transfer by the person who was previously entitled
to the shares.





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	51	 	The rights of people automatically entitled to shares by law
	 
	51.1	 	A person who is automatically entitled to a share by law is entitled to any
dividends or other money relating to the share, even though he is not registered as the holder
of that share. However, if the directors have served a notice on any such person requesting
him to choose between registering himself or transferring the share, and such person does not
comply with the notice within 90 days, the directors can withhold the dividend and other money
until the notice has been properly complied with.
	 
	51.2	 	Unless and until he is registered as a shareholder the person automatically
entitled to a share by law is not entitled:






	 	•	 	to receive notices of General Meetings, or to attend or vote at these meetings; and
	 
	 	•	 	(subject to Article 51.1) to any of the other rights and benefits of being a
shareholder,






	 	 	unless the directors decide to allow this.





SHAREHOLDERS WHO CANNOT BE TRACED





	52	 	Shareholder who cannot be traced
	 
	52.1	 	The Company can sell any shares at the best price reasonably obtainable if:






	 	•	 	during the previous 12 years, at least three dividends on the shares have been
payable and none has been claimed;
	 
	 	•	 	after this 12-year period, the Company announces that it intends to sell the shares
by placing an advertisement in a United Kingdom national newspaper and in a
newspaper appearing in the area which includes the address held by the Company for
serving notices relating to the shares; and
	 
	 	•	 	during this 12-year period, and for three months after the last advertisement
appears in the newspapers, the Company has received no indication as to the whereabouts
or existence of the shareholder or any person who is automatically entitled to the
shares by law.






	52.2	 	To sell any shares in this way, the Company can authorise any person to transfer
the shares. This transfer will be just as effective as if it had been made by the registered
holder of the shares, or by a person who is automatically entitled to the shares by law. The
ownership of the person to whom the shares are transferred will not be affected even if the
sale is irregular or invalid in any way.
	 
	52.3	 	The net sale proceeds belong to the Company until claimed under this Article, but
it must pay these to the shareholder who could not be traced, or to the person who is
automatically entitled to the shares by law, if that shareholder, or that other person, asks
for it.
	 
	52.4	 	The Company must record the name of that shareholder, or the person who was
automatically entitled to the shares by law, as a creditor for this money in its accounts. The
money is not held on trust, and no interest is payable on the money. The Company can keep any
money which it has earned on the net sale proceeds. The Company can use the money for its
business, or it can invest the money in any way that the directors decide. But 




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	 	 	the money
cannot be invested in the Company’s shares, or in the shares of any holding company of the
Company.






	52.5	 	In the case of uncertificated shares, this Article is subject to any restrictions
which apply under the CREST Regulations.





GENERAL MEETINGS





	53	 	The Annual General Meeting
	 
	 	 	Except as provided in the Companies Acts, each year the Company must hold an Annual
General Meeting, in addition to any other General Meetings which are held in the year. The
notice calling the Annual General Meeting must say that the meeting is the Annual General
Meeting. There must not be a gap of more than 15 months between one Annual General Meeting
and the next. The Annual General Meeting must be held in accordance with the Companies Acts.
The directors must decide when and where to hold the Annual General Meeting.
	 
	54	 	Extraordinary General Meetings
	 
	 	 	If a General Meeting is not an Annual General Meeting, it is called an Extraordinary
General Meeting.
	 
	55	 	Calling an Extraordinary General Meeting
	 
	 	 	The directors can decide to call an Extraordinary General Meeting at any time.
Extraordinary General Meetings must also be called promptly in response to a requisition by
shareholders under the Companies Acts. If an Extraordinary General Meeting is not called in
response to such a request by shareholders, it can be called by the shareholders who
requested the Extraordinary General Meeting in accordance with the Companies Acts. Any
Extraordinary General Meeting requisitioned in this way by shareholders shall be called in
the same manner as nearly as possible to that in which General Meetings are called by the
directors. The directors must decide when and where to hold an Extraordinary General Meeting.
	 
	56	 	Notice of General Meetings
	 
	56.1	 	At least 21 clear days’ notice in writing must be given for every Annual General
Meeting and for any other General Meeting where it is proposed to pass a special resolution or
to pass some other resolution of which special notice under the Companies Acts has been given
to the Company. For every other General Meeting at least 14 clear days’ notice in writing must
be given.
	 
	 	 	However, a shorter period of notice can be given:






	 	•	 	for an Annual General Meeting, if all the shareholders entitled to attend and vote
agree; or





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	 	•	 	for an Extraordinary General Meeting, if a majority of the shareholders entitled to
attend and vote agree and those shareholders hold at least 95 per cent by nominal value
of the shares which can be voted at the meeting.






	56.2	 	Any notice of General Meeting must state:






	 	•	 	where the General Meeting is to be held;
	 
	 	•	 	the date and time of the General Meeting;
	 
	 	•	 	the general nature of the business of the General Meeting;
	 
	 	•	 	if any resolution will be proposed as a special resolution or extraordinary
resolution; and
	 
	 	•	 	in a reasonably prominent place that a shareholder entitled to attend and
vote can appoint one or more proxies (who need not be shareholders) to attend, speak
and vote instead of that shareholder.






	56.3	 	Notices of General Meetings must be given to the shareholders, except in cases
where the Articles or the rights attached to the shares state that the holders are not
entitled to receive them from the Company. Notice must also be given to the Company’s
auditors. The day when the notice is served (see Article 144), or is treated as served, and
the day of the General Meeting do not count towards the period of notice. In relation to any
class of shares some of which are in uncertificated form the Company can decide that only
people who are entered on the Register at the close of business on a particular day are
entitled to receive such a notice. That day shall be a day chosen by the Company and falling
not more than 21 days before the notice is sent.
	 
	56.4	 	Unless the Companies Act 1985 does not require it, the Company must, on the
requisition in writing of such number of shareholders as is specified in the Companies Act
1985, send to shareholders:






	 	•	 	entitled to receive notice of the next Annual General Meeting notice of any
resolution which may properly be proposed and is intended to be proposed at that
meeting; and
	 
	 	•	 	entitled to receive notice of any General Meeting any statement of not more than one
thousand words with respect to the matter referred to in any proposed resolution or the
business to be dealt with at that meeting.






	 	 	Notice of any such resolution shall be given, and any such statement shall be circulated, to
shareholders of the Company entitled to have notice of the General Meeting sent to them. The
cost of this, unless the Company decides otherwise, must be borne by the requisitionists.





PROCEEDINGS AT GENERAL MEETINGS





	57	 	The chairman of a General Meeting
	 
	57.1	 	The Chairman of the directors will be the chairman at every General Meeting, if he
is present and willing to take the chair.





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	57.2	 	If the Company does not have a Chairman, or if the Chairman is not present and
willing to chair the General Meeting, a Deputy Chairman will chair the meeting if he is
present and willing to take the chair.
	 
	57.3	 	Where there is more than one Deputy Chairman at a General Meeting and there is
more than one present, and the Chairman is not there, the Deputy Chairman to take the chair
will be the longest serving Deputy Chairman present.
	 
	57.4	 	If the Company does not have a Chairman or a Deputy Chairman, or if neither the
Chairman or any Deputy Chairman are present and willing to chair the General Meeting, after
waiting ten minutes from the time that a meeting is due to start, the directors who are
present will choose one of themselves to act as chairman. If there is only one director
present, he will be chairman if he is willing.
	 
	57.5	 	If there is no director present and willing to be chairman, then the shareholders
who are personally present at the General Meeting and entitled to vote will decide which one
of them is to be chairman.
	 
	57.6	 	To avoid any doubt, nothing in these Articles restricts or excludes any of the
powers or rights of a chairman of a meeting which are given by the general law.
	 
	58	 	Security, and other arrangements at General Meetings
	 
	 	 	Either the chairman of a General Meeting, or the Secretary, can take any action he
considers necessary (including adjourning the General Meeting) for:






	 	•	 	the safety of people attending a General Meeting (for example, if there is not
enough room for the shareholders and proxies who want to attend the General Meeting);
or
	 
	 	•	 	proper and orderly conduct at a General Meeting (for example, where the behaviour of
someone present could prevent the business of the General Meeting being carried out in
an orderly way); or
	 
	 	•	 	any other reason to make sure that the business of the General Meeting can be
properly carried out.






	 	 	Where the chairman of a General Meeting or the Secretary decides to adjourn a General Meeting
in this way, he can adjourn the General Meeting to a time, date and place he decides (or
indefinitely). He does not need the agreement of those present at the General Meeting to do
this.






	59	 	Overflow meeting rooms
	 
	 	 	The directors can arrange for any people who they consider cannot be seated in the main
meeting room, where the chairman will be, to attend and take part in a General Meeting in an
overflow room or rooms. Any overflow room must have a live video and two way sound link with
the main room for the General Meeting, where the chairman will be. The video and sound link
must enable those in all the rooms to see and hear what is going on in the other rooms. The
notice of the General Meeting does not have to give details of any arrangements under this
Article. The directors can decide on how to divide people between the main room and any
overflow room. If any overflow room is used, the General Meeting will be treated as being
held, and taking place, in the main room.





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	60	 	The quorum needed for General Meetings
	 
	 	 	Before a General Meeting starts to conduct business, there must be a quorum present. If
there is not, the meeting cannot carry out any business. Unless other Articles say otherwise,
a quorum for all purposes is two people who are entitled to vote. They can be personally
present or proxies for shareholders or duly authorised company representatives or a
combination of shareholders, duly authorised company representatives for companies and
proxies.
	 
	61	 	The procedure if there is no quorum
	 
	61.1	 	This Article 61 applies if a quorum is not present either within 30 minutes of the
time fixed for a General Meeting to start or within any longer period (being no longer than an
hour from the time fixed for the General Meeting to start) on which the chairman may decide.
If the General Meeting was called by shareholders it is cancelled. Any other General Meeting
is adjourned to the same day in the next week (or if that day is a public holiday, then the
next day which is not a Saturday, Sunday or public holiday) at the same time and place or to
any other day and time and place which the directors decide.
	 
	61.2	 	If a quorum is not present within 15 minutes of the time fixed for the start of
the adjourned meeting, the adjourned General Meeting shall be cancelled.
	 
	62	 	Adjourning meetings
	 
	62.1	 	Subject to Article 58, the chairman of a General Meeting can adjourn a meeting
which has a quorum present, if this is agreed by those present at the General Meeting. This
can be to a time, date and place proposed by the chairman or may be an indefinite adjournment.
The chairman must adjourn the General Meeting if the General Meeting directs him to. In these
circumstances the General Meeting will decide how long the adjournment will be, and where it
will adjourn to. If a General Meeting is adjourned indefinitely, the directors will fix the
time, date and place of the adjourned General Meeting.
	 
	62.2	 	General Meetings can be adjourned more than once. But if a General Meeting is
adjourned for more than 30 days or indefinitely, at least seven days’ notice must be given of
the adjourned General Meeting in the same way as was required for the original General
Meeting. If a General Meeting is adjourned for less than 30 days, there is no need to give
notice of the adjourned General Meeting, or about the business to be considered there.
	 
	62.3	 	An adjourned General Meeting can only deal with business that could have been
dealt with at the original General Meeting before it was adjourned.
	 
	63	 	Amending Resolutions
	 
	 	 	If the chairman of a General Meeting, acting in good faith, rules an amendment to a
resolution out of order, any error in that ruling will not affect the validity of a vote on
the original resolution.





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VOTING PROCEDURES





	64	 	How votes are taken
	 
	64.1	 	All Substantive Resolutions will only be decided on a poll. All Procedural
Resolutions will be decided by a show of hands of the shareholders present in person or by
proxy, unless a poll is demanded when, or before, the result of the show of hands is declared
by the chairman. A poll can be demanded by:






	 	•	 	the chairman of the General Meeting;
	 
	 	•	 	at least two shareholders at the General Meeting (including proxies of shareholders
entitled to vote) who are entitled to vote;
	 
	 	•	 	one or more shareholders at the General Meeting who are entitled to vote (including
proxies of shareholders entitled to vote) and who have, between them, at least 10 per
cent of the total votes of all shareholders who have the right to vote at the General
Meeting; or
	 
	 	•	 	one or more shareholders who have shares which allow them to vote at the General
Meeting (including proxies of shareholders entitled to vote), where the total amount
which has been paid up on their shares is at least 10 per cent of the total sum paid up
on all shares which give the right to vote at the General Meeting.






	64.2	 	A demand for a poll can be withdrawn if the chairman agrees to this. If a poll is
demanded, and this demand is then withdrawn, any declaration by the chairman of the result of
a vote on that resolution by a show of hands, which was made before the poll was demanded,
will stand.
	 
	65	 	How a poll is taken
	 
	65.1	 	If a poll is demanded or held in the way allowed by the Articles, the chairman of
the General Meeting can decide where, when and how it will be carried out. The result is
treated as the decision of the General Meeting where the poll was demanded, even if the poll
is carried out after the General Meeting.
	 
	65.2	 	The chairman can:






	 	•	 	decide that a ballot, voting papers or tickets will be used;
	 
	 	•	 	appoint one or more scrutineers (who need not be shareholders);
	 
	 	•	 	decide to adjourn the General Meeting to such day, time and place as he decides for
the result of the poll to be declared.






	65.3	 	If a poll is called, a shareholder can vote either personally or by his proxy. If
a shareholder votes on a poll, he does not have to use all of his votes or cast all his votes
in the same way.





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	66	 	Where there cannot be a poll
	 
	 	 	Notwithstanding any other provision in these Articles, a poll is not allowed on a vote
to elect a chairman of a General Meeting, nor is a poll allowed on a vote to adjourn a
General Meeting, unless the chairman of the General Meeting demands a poll.
	 
	67	 	A General Meeting continues after a poll is demanded
	 
	 	 	A demand for a poll on a particular matter does not stop a General Meeting from
continuing and dealing with matters other than the question on which the poll was demanded.
	 
	68	 	Timing of a poll
	 
	 	 	A poll on a resolution to adjourn the General Meeting must be taken immediately at the
General Meeting. Any other poll can either be taken immediately at the General Meeting or
within 30 days from the date it was demanded and at a time and place decided on by the
chairman. No notice is required for a poll which is not taken immediately if the time and
place at which it is to be taken are announced at the General Meeting at which it is
demanded. In any other case, at least seven clear days’ notice must be given specifying the
time and place at which the poll is to be taken.
	 
	69	 	The chairman’s casting vote
	 
	 	 	If the votes are equal, either on a show of hands or on a poll, the chairman of the
General Meeting is entitled to a further, casting vote. This is in addition to any other
votes which the chairman may have as a shareholder, or as a proxy.
	 
	70	 	The effect of a declaration by the chairman
	 
	 	 	The following applies when there is a vote by a show of hands, and no poll is demanded,
or any demand for a poll is withdrawn. A corresponding entry in the minute book is conclusive
proof of the following declarations by the chairman of the General Meeting:






	 	•	 	a resolution has been carried;
	 
	 	•	 	a resolution has been carried unanimously;
	 
	 	•	 	a resolution has been carried by a particular majority;
	 
	 	•	 	a resolution has been lost; or
	 
	 	•	 	a resolution has been lost by a particular majority.






	 	 	There is no need to prove the validity, number, or proportion of votes recorded for or
against a resolution.





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VOTING RIGHTS





	71	 	The votes of shareholders
	 
	 	 	At a General Meeting, on a show of hands every shareholder who is present in person and
every person present who has been duly appointed as a proxy shall have one vote, provided
that each such person is entitled to attend and vote at that General Meeting. Where there is
a poll, a shareholder who is present in person (or by proxy) who is entitled to be present
and to vote has one vote for every share which he holds. This is subject to any special
rights or restrictions which are given to any class of shares by, or in accordance with, the
Articles.
	 
	72	 	Shareholders who owe money to the Company
	 
	 	 	Unless the Articles provide otherwise, the only people who are entitled to attend and/or
vote at General Meetings or to exercise any other right conferred by being a shareholder in
relation to General Meetings, are shareholders who have paid the Company all calls, and all
other sums, relating to their shares which are due at the time of the General Meeting. This
applies both to attending the General Meeting personally and to appointing a proxy.
	 
	73	 	Suspension of rights on non-disclosure of interest
	 
	73.1	 	This Article applies if any shareholder, or any person appearing to be interested
in shares (within the meaning of Part 22 of the Companies Act 2006) held by that shareholder,
has been properly served with a notice under Section 793 of the Companies Act 2006, requiring
information about interests in shares, and has failed for a period of 14 days from the date of
the notice to supply to the Company the information required by that notice. Then (subject to
the provisions of the Companies Acts and this Article, and unless the directors otherwise
decide) the shareholder is not (for so long as the failure continues) entitled to attend or
vote either personally or by proxy at a shareholders’ meeting or to exercise any other right
in relation to a shareholders’ meeting as holder of:






	 	•	 	the shares in relation to which the default occurred (called default shares);
	 
	 	•	 	any further shares which are issued in respect of default shares; and
	 
	 	•	 	any other shares held by the shareholder holding the default shares.






	73.2	 	Any person who acquires shares subject to restrictions under Article 73.1 is
subject to the same restrictions, unless:






	 	•	 	the transfer was an approved transfer (see Article 73.11); or
	 
	 	•	 	the transfer was by a shareholder who was not himself in default in supplying the
information required by the notice under Article 73.1 and a certificate in accordance
with Article 73.3 is provided.






	73.3	 	Where the default shares represent 0.25 per cent or more of the existing shares of
a class, the directors can in their absolute discretion by notice (a direction notice) to the
shareholder direct that:





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	 	•	 	any dividend or part of a dividend or other money which would otherwise be payable
on the default shares shall be retained by the Company (without any
liability to pay interest when that dividend or money is finally paid to the
shareholder);
	 
	 	•	 	the shareholder will not be allowed to choose to receive shares in place of
dividends in accordance with Article 135; and/or
	 
	 	•	 	subject to Article 73.4, no transfer of any of the shares held by the shareholder
will be registered unless:






	 	•	 	either the transfer is an approved transfer (see Article 73.11);
	 
	 	•	 	or the shareholder is not himself in default as regards supplying the
information required; and (in this case)






	 	•	 	the transfer is of part only of his holding; and
	 
	 	•	 	when presented for registration, the transfer is accompanied by a
certificate by the shareholder. This certificate must be in a form
satisfactory to the directors and state that after due and careful
enquiry the shareholder is satisfied that none of the shares included
in the transfer are default shares.






	73.4	 	Any direction notice can treat shares of a shareholder in certificated and
uncertificated form as separate shareholdings and either apply only to shares in certificated
form or to shares in uncertificated form or apply differently to shares in certificated and
uncertificated form. In the case of shares in uncertificated form the directors can only use
their discretion to prevent a transfer if this is allowed by the CREST Regulations.
	 
	73.5	 	The Company must send a copy of the direction notice to each other person who
appears to be interested in the shares covered by the notice, but if it fails to do so, this
does not invalidate the direction notice.
	 
	73.6	 	A direction notice has the effect which it states while the default resulting in
the notice continues. It then ceases to apply when the directors decide (which they must do
within one week of the default being cured). The Company must give the shareholder immediate
notice in writing of the directors’ decision.
	 
	73.7	 	A direction notice also ceases to apply to any shares which are transferred by a
shareholder in a transfer permitted under Article 73.3 even where a direction notice restricts
transfers.
	 
	73.8	 	Where a person who appears to be interested in shares has been served with a
notice under Section 793 of the Companies Act 2006 and the shares in which he appears to be
interested are held by an Approved Depositary, this Article shall be treated as applying only
to the shares which are held by the Approved Depositary in which that person appears to be
interested and not (so far as that person’s apparent interest is concerned) to any other
shares held by the Approved Depositary.
	 
	73.9	 	Where the shareholder on which a notice under Section 793 of the Companies Act
2006 is served is an Approved Depositary, the obligations of the Approved Depositary as a
shareholder will be limited to disclosing to the Company any information relating to any
person who appears to be interested in the shares held by it which has been recorded by 




 - 32 - 









 






	 	 	it in
accordance with the arrangement under which it was appointed as an Approved Depositary.






	73.10	 	For the purposes of this Article a person is treated as appearing to be
interested in any shares if the shareholder holding those shares has been served with a notice
under Section 793 of the Companies Act 2006 and:






	 	•	 	the shareholder has named that person as being so interested; or
	 
	 	•	 	(after taking into account the response of the shareholder to the notice and any
other relevant information) the Company knows or reasonably believes that the person in
question is or may be interested in the shares.






	73.11	 	For the purposes of this Article a transfer of shares is an approved transfer if:






	 	•	 	it is a transfer of shares to an offeror under an acceptance of a takeover offer; or
	 
	 	•	 	the directors are satisfied that the transfer is made in connection with a sale in
good faith of the whole of the beneficial ownership of the shares to a person
unconnected with the shareholder or with any person appearing to be interested in the
shares. This includes such a sale made through a recognised investment exchange or any
other stock exchange outside the United Kingdom on which the Company’s shares are
normally traded. For this purpose any associate (as that word is defined in Section 435
of the Insolvency Act 1986) is included amongst the people who are connected with the
shareholder or any person appearing to be interested in the shares.






	73.12	 	Where a person who has an interest in American Depositary Shares receives a
notice under this Article 73, that person is considered for the purposes of this Article 73 to
have an interest in the number of shares represented by those American Depositary Shares which
is specified in the notice and not in the remainder of the shares held by the ADR Depositary.
	 
	73.13	 	Where the ADR Depositary receives a notice under this Article 73, the ADR
Depositary shall only be required to supply information relating to any person who has an
interest in the shares held by the ADR Depositary which has been recorded by the ADR
Depositary under the arrangements made with the Company (including in the Proxy Register
maintained under Article 164) when it was appointed as the ADR Depositary.
	 
	73.14	 	This Article does not restrict in any way the provisions of the Companies Acts
which apply to failures to comply with notices under Section 793 of that Companies Act 2006.
	 
	74	 	Votes of shareholders who are of unsound mind
	 
	74.1	 	This Article 74 applies where a court which claims jurisdiction to protect people
who are unable to manage their own affairs has made an order detaining a shareholder or
appointing a person to manage his property or affairs.
	 
	74.2	 	The receiver or other person appointed by the court order to act for the
shareholder can vote for the shareholder on a show of hands or on a poll at General Meetings.
However, this Article only applies if the receiver or other person appointed by the court
delivers to the Transfer Office (or the place or address stated in the notice for the delivery
of the proxy form) at least 48 hours before the relevant General Meeting (or adjourned General
Meeting) such evidence as the directors may require of such person’s authority to act.





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	74.3	 	If the receiver or other person appointed by the court fails to deliver the
appropriate evidence to the Transfer Office (or the place or address stated in the proxy form)
in accordance with Article 74.2, the right to vote shall not be exercisable.
	 
	75	 	The votes of joint holders
	 
	 	 	Where a share is held by joint shareholders any one joint shareholder can vote at any
General Meeting (either personally or by proxy) in respect of such share as if he were the
only shareholder. If more than one of the joint shareholders votes (either personally or by
proxy), the only vote which will count is the vote of that one of them who is listed first on
the Register for the share.





PROXIES





	76	 	Appointment of proxies
	 
	76.1	 	Any shareholder may appoint another person, who need not be another shareholder,
as his proxy to act at a General Meeting on his behalf.
	 
	76.2	 	Proxies may also be appointed to act at General Meetings in the circumstances, and
in the manner, provided for in Articles 159.2, 163, 165, 166 and 169, and Articles 76 to 80
should be read subject to their terms.
	 
	76.3	 	A shareholder can appoint more than one proxy to attend on the same occasion.
	 
	77	 	Completing proxy forms
	 
	77.1	 	A proxy form:






	 	•	 	must be in writing; and
	 
	 	•	 	can be in any form which is commonly used, or in any other form which the directors
approve.






	77.2	 	A proxy form given by:






	 	•	 	an individual must be signed by the shareholder appointing the proxy, or by an agent
who has been properly appointed in writing or authenticated in accordance with Article
147; or
	 
	 	•	 	a company must be sealed with the company’s seal or signed by an officer who is
authorised to act on behalf of the company or authenticated in accordance with Article
147.






	 	 	Unless the contrary is shown, the directors are entitled to assume that where a proxy form
purports to have been signed or authenticated in accordance with Article 147 by an officer on
behalf of a company that such officer was duly authorised by such company without requiring
any further evidence. Signatures and authentications need not be witnessed.
	 
	77.3	 	All notices convening General Meetings which are sent to shareholders entitled to
vote at the General Meeting, must, at the expense of the Company, be accompanied by a proxy




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	 	 	form. The proxy form must make provision for two-way voting on all resolutions intended to be
proposed, other than resolutions which are merely procedural.






	77.4	 	The accidental omission to send a proxy form to a shareholder entitled to it (or
non receipt by him of the proxy form) will not invalidate any resolution passed or proceedings
at the General Meeting to which the proxy form relates.
	 
	78	 	Delivering proxy forms
	 
	78.1	 	A proxy form must be delivered to the place or address stated in the notice of the
General Meeting, or in the proxy form, or, if no place or address is stated, to the Transfer
Office or if the directors decide to accept proxies by electronic means or by means of a
website, in the way and to the address that they specify. It must be delivered at least:






	 	•	 	48 hours before a General Meeting, an adjourned General Meeting or a poll taken on
the same day as the meeting; or
	 
	 	•	 	24 hours before a poll is taken, if the poll is not taken on the same day as the
General Meeting or adjourned General Meeting.






	78.2	 	Directors can decide to accept proxies delivered by electronic means or by means
of a website, subject to any limitations, restrictions or conditions they decide to apply.
	 
	78.3	 	If a proxy form is signed or authenticated in accordance with Article 147 by an
agent, the power of attorney or other authority relied on to sign or authenticate it, or a
copy which has been certified by a notary, or certified in some other way specified by the
directors, must (if required by the Company) be delivered with the proxy form in accordance
with the instructions for delivery of proxy forms which are set out in the notice of General
Meeting or on the proxy form, unless the power of attorney or other form of authority has
already been registered with the Company.
	 
	78.4	 	If this Article 78 is not complied with, the proxy will not be able to act for the
person who appointed him.
	 
	78.5	 	A proxy form delivered by an Approved Depositary except in respect of a person
appointed in accordance with Article 191 may be delivered to the appropriate place or address
referred to in Article 78.1 by electronic means or in any other way the directors decide.
	 
	78.6	 	If a proxy form which relates to several General Meetings has been properly
delivered for one General Meeting or adjourned General Meeting, it does not need to be
delivered again for any later General Meeting which the proxy form covers.
	 
	78.7	 	Unless the proxy form says otherwise, it will be valid at an adjourned General
Meeting as well as for the original General Meeting to which it relates.
	 
	78.8	 	A shareholder can attend and vote at a General Meeting on a show of hands or on a
poll even if he has appointed a proxy to attend and vote at that meeting. However, if he votes
in person on a resolution, then as regards that resolution his appointment of a proxy will not
be valid.





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	79	 	Cancellation of proxy’s authority
	 
	79.1	 	Any vote cast in the way a proxy form authorises, or any demand for a poll made by
a proxy, will be valid even though:






	 	•	 	the shareholder who appointed the proxy has died or is of unsound mind;
	 
	 	•	 	the proxy form has been revoked; or
	 
	 	•	 	the authority of the person who signed or authenticated the proxy form for the
shareholder has been revoked.






	79.2	 	However, this does not apply if a notice in writing of the fact has been received
at the Transfer Office (or at such other place or address within the United Kingdom which is
specified for the deposit of proxy forms in accordance with these Articles) before:






	 	•	 	the General Meeting or adjourned General Meeting starts; or
	 
	 	•	 	the time fixed on a later day to take a poll,






	 	 	when the vote is taken or poll demanded.
	 
	80	 	Authority of proxies
	 
	80.1	 	A proxy is entitled to speak at a General Meeting.






	80.2	 	A proxy form gives the proxy the authority to demand a poll, or to join others in
demanding one. A demand for a poll made by a proxy for a shareholder is treated in the same
way as a demand by the shareholder himself.
	 
	80.3	 	Unless the proxy form provides otherwise, a proxy form entitles a proxy to vote on
any amendment to a resolution put to the General Meeting for which it was given as the proxy
thinks fit.
	 
	81	 	Representatives of companies
	 
	81.1	 	A company which is a shareholder can authorise any person to act as its
representative at any General Meeting which it is entitled to attend. This person is called a
company representative. The directors of that company must pass a resolution to appoint the
company representative. If the governing body of that company is not a board of directors, the
resolution can be passed by its governing body. A company representative can exercise all the
powers on behalf of the company which the company could exercise if it were an individual
shareholder present at the General Meeting in person. This includes the power to vote on a
show of hands when the company representative is present in person at a General Meeting.
	 
	81.2	 	Any vote cast by a company representative, and any demand he makes for a poll, is
valid even if he is, for any reason, no longer authorised to represent the company. However,
this does not apply if notice in writing of the fact that he is no longer authorised has been
received at the Transfer Office (or at such other place or address within the United Kingdom
which is specified for the deposit of proxy forms in accordance with these Articles) before
the deadlines which apply to notice of cancellation of proxies under Article 79.





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	82	 	Challenging votes
	 
	 	 	Any objection to the right of any person to vote or the way in which the votes have been
counted must be made at the General Meeting (or adjourned General Meeting) at which the vote
is cast. If a vote is not disallowed at the General Meeting, it is valid for all purposes.
Any such objection must be raised with the chairman of the General Meeting and will only
change the decision of the General Meeting on any resolution if the chairman of the General
Meeting decides that the vote cast may have affected the decision of the General Meeting. His
decision on matters referred to him under this Article is final.





DIRECTORS





	83	 	The number of directors
	 
	 	 	There must be at least three directors (other than alternate directors), but the
shareholders can vary the number of directors by passing an ordinary resolution.
	 
	84	 	Qualification to be a director
	 
	 	 	A director need not be a shareholder, but a director who is not a shareholder is
entitled to attend and speak at shareholders’ meetings.
	 
	85	 	Directors’ fees and expenses
	 
	85.1	 	Each of the directors shall be paid a fee for his services. The directors can
decide on the amount, timing and manner of payment of directors’ fees, but the total of the
fees paid to all of the directors (excluding amounts paid as special pay under Article 86,
amounts paid as expenses under Article 87 and any payments under Article 88) must not exceed:






	 	•	 	£1.5 million a year; or
	 
	 	•	 	any higher sum decided on by an ordinary resolution at a General Meeting.






	 	 	This remuneration shall accrue from day to day.
	 
	85.2	 	Unless an ordinary resolution is passed which provides otherwise, the fees will be
divided between some or all of the directors in the way that they decide. If they fail to
decide, the fees will be shared equally by the directors, except that any director holding
office as a director for only part of the period covered by the fee is only entitled to a pro
rata share covering that broken period.
	 
	86	 	Special pay
	 
	86.1	 	The directors can award special pay if any director performs extra or special
services of any kind including:






	 	•	 	holding any executive post;
	 
	 	•	 	acting as chairman or deputy chairman (whether or not this office is executive or
non-executive);





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	 	•	 	travelling or staying outside his main residence for any business or purposes of the
Company; and
	 
	 	•	 	serving on any committee of the directors.






	86.2	 	Special pay can take the form of salary, commission or other benefits or expenses
or more than one of such forms or can be paid in some other way. This is decided on by the
directors and may be a fixed sum or percentage of profits or otherwise. Such special pay can
be either in addition to or instead of any other fees, expenses and other benefits a director
may be entitled to receive.
	 
	87	 	Directors’ expenses
	 
	 	 	In addition to any fees and expenses paid under Articles 85 and 86, the Company will
repay to a director all expenses properly incurred in:






	 	•	 	attending and returning from shareholders’ meetings;
	 
	 	•	 	attending and returning from directors’ meetings;
	 
	 	•	 	attending and returning from meetings of committees of the directors; or
	 
	 	•	 	in or with a view to the performance of their duties.






	88	 	Directors’ pensions and other benefits
	 
	88.1	 	The directors may pay or provide:






	 	•	 	pensions;
	 
	 	•	 	annual payments;
	 
	 	•	 	gratuities; or
	 
	 	•	 	other allowances or benefits






	 	 	to any people who are, or who were, directors who had a salary or place of profit with the
Company or with any company which is or has been a subsidiary of the Company or a predecessor
in business of the Company or any such subsidiary. The directors can decide to extend these
arrangements to any member of his family (including a spouse and a former spouse) or to any
person who was or is dependent on him. The directors can also decide to contribute (before as
well as after he ceases to receive a salary or occupy a place of profit) to any scheme or
fund or to pay premiums to a third party for these purposes.
	 
	88.2	 	No director or former director is accountable to the Company or its shareholders
for a benefit of any kind given in accordance with this Article. The receipt of a benefit of
any kind given in accordance with this Article does not prevent a person from being or
becoming a director.
	 
	89	 	Appointing directors to various posts
	 
	89.1	 	The directors can appoint any director as chairman, or a deputy chairman, or to
any executive position on which they decide. So far as the Companies Acts allow, they can




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	 	 	decide on how long these appointments will be for, and on their terms. Subject to the terms of
any contract with the Company, they can also vary or end these appointments.






	89.2	 	A director will automatically stop being chairman, deputy chairman, managing
director, deputy managing director, joint managing director or assistant managing director if
he is no longer a director. Other executive appointments will only stop if the contract or
resolution appointing the director to a post says so. If a director’s appointment ends because
of this Article, this does not prejudice any claim for breach of contract against the Company
which may otherwise apply.
	 
	89.3	 	The directors can delegate to a director appointed to an executive post any of the
powers which they jointly have as directors. These powers can be delegated on such terms and
conditions as decided by the directors either in parallel with, or in place of, the powers of
the directors acting as a board. The directors can change the basis on which these powers
are given or withdraw them from the executive.





CHANGING DIRECTORS





	90	 	Age limits
	 
	 	 	Provisions of the Companies Acts which, together with these Articles, would restrict the
appointment of a director or require him to stop being a director because he has reached a
particular age do not apply to the Company. This includes restrictions and requirements
involving special formalities once an age limit is reached.
	 
	91	 	Retiring directors
	 
	 	 	At each Annual General Meeting all those directors who were elected or last re-elected
at or before the Annual General Meeting held in the third calendar year before the current
year shall automatically retire.
	 
	92	 	Eligibility for re-election
	 
	 	 	A retiring director is eligible for re-election.
93 Re-electing a director who is retiring
	 
	93.1	 	At a General Meeting at which a director retires (whether at an Annual General
Meeting or otherwise), he may be re-elected (as long as the director has not told the Company
in writing that he does not wish to be re-elected) if the shareholders pass an ordinary
resolution to re-elect him.
	 
	93.2	 	A director retiring at a General Meeting retires at the end of that meeting (or
adjourned meeting). Where a retiring director is re-elected he continues as a director without
a break.
	 
	94	 	Election of two or more directors
	 
	 	 	A single resolution for the election of two or more directors is void unless the
shareholders first approve the putting of a resolution in this form by an earlier procedural
vote taken at the General Meeting, with no votes cast against.





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	95	 	People who can be directors
	 
	95.1	 	Only the following people can be elected as directors at a General Meeting:






	 	•	 	A director who is retiring at the General Meeting;
	 
	 	•	 	A person who is recommended by the directors; and
	 
	 	•	 	A person who has been proposed by a shareholder who is entitled to attend and vote
at the General Meeting.






	95.2	 	A shareholder proposing a director in accordance with Article 95.1 must deliver to
the Registered Office at least seven days before the General Meeting, but not more than 42
days before the meeting (this period includes the date on which the notice is given):






	 	•	 	a letter stating that he intends to propose another person for election as director,
signed or authenticated in accordance with Article 147; and
	 
	 	•	 	confirmation in writing from the person to be proposed that he is willing to be
elected, signed or authenticated in accordance with Article 147 by such person;.






	96	 	The power to fill vacancies and appoint extra directors
	 
	96.1	 	The directors can appoint any person as an extra director or to fill a casual
vacancy. Any director appointed in this way automatically retires at the next General Meeting
after his appointment. At this General Meeting he can be elected by the shareholders as a
director.
	 
	96.2	 	At a General Meeting the shareholders can also pass an ordinary resolution to fill
a casual vacancy or to appoint an extra director.
	 
	96.3	 	Extra directors can only be appointed under this Article up to the limit (if any)
on the total number of directors under the Articles (or any variation of the limit approved by
the shareholders in accordance with the Articles).
	 
	97	 	Removing and appointing directors by an ordinary resolution
	 
	97.1	 	The shareholders can pass an ordinary resolution to remove a director, even though
his time in office has not ended. This applies despite anything else in the Articles, or in
any agreement between him and the Company. Special notice of the ordinary resolution must be
given to the Company as required by the Companies Acts. But if a director is removed in this
way, it will not affect any claim which he may have for damages for breach of any contract of
service between him and the Company.
	 
	97.2	 	Subject to Article 95, the shareholders can pass an ordinary resolution to elect a
person to replace a director who has been removed in the way described in Article 97.1. If no
director is appointed under this Article, the vacancy can be filled under Article 96.
	 
	97.3	 	Any person appointed under Article 97.2 will be treated, for the purpose of
determining the time at which he is to retire, as if he had become a director on the day on
which the director he replaced was last elected.
	 
	98	 	When directors are disqualified
	 
	98.1	 	Any director automatically ceases to be a director in any of the following circumstances if:





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	 	•	 	a bankruptcy order is made against him;
	 
	 	•	 	he makes any arrangement or composition with his creditors or applies for an interim
order under Section 253 of the Insolvency Act 1986 in connection with a voluntary
arrangement under that Act;
	 
	 	•	 	a court which claims jurisdiction to protect people who are unable to manage their
own affairs has made an order detaining him or appointing a person to manage his
property or affairs;
	 
	 	•	 	he has missed directors’ meetings for a continuous period of six months, without
permission from the directors, and the directors pass a resolution removing him from
office;
	 
	 	•	 	he is prohibited from being a director under the Companies Acts or any power
conferred on the directors or shareholders under these Articles;
	 
	 	•	 	except where his contract of service prevents him from resigning, he:






	 	(i)	 	delivers to the Company a resignation notice in writing, signed
or authenticated in accordance with Article 147 by him or on his behalf; or
	 
	 	(ii)	 	offers in writing to resign and the directors pass a resolution
accepting the offer;






	 	•	 	all the other directors serve a notice in writing upon him requiring him to resign.
He will cease to be a director when the notice is served on him. Such a notice can
consist of several documents in the same form signed or authenticated in accordance
with Article 147 by one or more directors.






	98.2	 	When a director stops being a director for any reason, he will also automatically
cease to be a member of any committee. Removal from office will be without prejudice to any
claim which he or the Company might bring in relation to any contract of service between him
and the Company.





DIRECTORS’ MEETINGS





	99	 	Directors’ meetings
	 
	 	 	The directors can decide when and where to have directors’ meetings and how they shall
be conducted, and on the quorum. They can also adjourn their meetings.
	 
	100	 	Who can call directors’ meetings
	 
	 	 	A directors’ meeting can be called by any director. The Secretary must also call a
directors’ meeting if a director asks him to.
	 
	101	 	How directors’ meetings are called
	 
	 	 	Directors’ meetings are called by giving notice to all the directors. This notice may be
given to a director personally, by word of mouth, by notice in writing (sent to him at his
last known address) or by electronic means (sent to him at his last known electronic address
or 




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	 	 	number). Any director can waive notice of any directors’ meeting, including one which has
already taken place.






	102	 	Quorum
	 
	102.1	 	If no other quorum is fixed by the directors, three directors are a quorum. A
directors’ meeting at which a quorum is present can exercise all the powers, authorities and
discretions of the directors whether by or under these Articles or exercisable by the
directors generally.
	 
	102.2	 	A person who holds office only as an alternate director shall, if his appointor
is not present, be counted in the quorum.
	 
	102.3	 	A director who ceases to be a director at a directors’ meeting can continue to be
present and act as a director and be counted in the quorum until the end of that meeting if no
other director objects and a quorum would not otherwise be present.
	 
	103	 	The Chairman of directors’ meetings
	 
	103.1	 	The directors can elect any director as Chairman or as one or more Deputy
Chairmen for such periods as the directors decide. If the Chairman is at a directors’ meeting,
he will chair it. In his absence, the chair will be taken by a Deputy Chairman, if one is
present. If there is no Chairman or Deputy Chairman present within five minutes of the time
when the directors’ meeting is due to start, the directors who are present can choose which
one of them will be the Chairman of the directors’ meeting.
	 
	103.2	 	Where there is more than one Deputy Chairman present at a meeting, and the
Chairman is not there, the Deputy Chairman to take the chair will be the longest serving
Deputy Chairman present.
	 
	104	 	Voting at directors’ meetings
	 
	 	 	Matters for decision which arise at a directors’ meeting will be decided by a majority
vote. The chairman of the meeting will not have a second, casting vote.
	 
	105	 	Directors can act even if there are vacancies
	 
	105.1	 	The remaining directors can continue to act even if one or more of them ceases to
be a director. But if the number of directors falls below the minimum which applies under
Article 83 (including any variation of that minimum approved by an ordinary resolution of
shareholders), the remaining director(s) can only:






	 	•	 	either appoint further directors to make up the shortfall; or
	 
	 	•	 	call a General Meeting.






	105.2	 	If no director or directors are willing or able to act under this Article, any
two shareholders can call a General Meeting to appoint extra directors.





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	106	 	Directors’ meetings by video conference and telephone
	 
	106.1	 	Any or all of the directors, or members of a committee, can take part in a
directors’ meeting of the directors or of a committee by way of a video conference or
conference telephone, or similar equipment, designed to allow everybody to take part in the
directors’ meeting.
	 
	106.2	 	Taking part in this way will be counted as being present at the directors’
meeting. A directors’ meeting which takes place by way of video conference, conference
telephone or similar equipment will be treated as taking place where most of the participants
are. If there is no largest group, directors’ meetings will be treated as taking place where
the Chairman is.
	 
	106.3	 	A directors’ meeting held in the way described in Article 106.1 will be valid as
long as in one single place, or in places connected by way of video conference, telephone
conference, or similar equipment, a quorum is present.
	 
	107	 	Resolutions in writing
	 
	107.1	 	This Article applies to a resolution in writing which is signed or authenticated
by all of the directors or members of a committee who would be entitled to vote on the
resolution at a directors’ meeting or at a committee meeting. This kind of resolution is just
as valid and
effective as a resolution passed by those directors at a directors’ meeting which is
properly called and held.
	 
	107.2	 	The resolution can be passed using several copies of a document, if each copy is
signed or authenticated by one or more directors.
	 
	107.3	 	A resolution in writing signed or authenticated by an alternate director does not
need also to be approved by his appointor. If the resolution in writing is signed or
authenticated by a director who has appointed an alternate director, it does not need to be
approved by the alternate director acting in that capacity.
	 
	107.4	 	A resolution in writing will be valid at the time it is signed or authenticated
by the last director.
	 
	108	 	The validity of directors’ actions
	 
	 	 	Everything which is done by any directors’ meeting, or by a committee of the directors,
or by a person acting as a director, or as a member of a committee, will, in favour of anyone
dealing with the Company in good faith, be valid even though it is discovered later that any
director, or person acting as a director, was not properly appointed or elected. This also
applies if it is discovered later that anyone was disqualified from being a director, or had
ceased to be a director, or was not entitled to vote. In any of these cases, in favour of
anyone dealing with the Company in good faith, anything done will be as valid as if there was
no defect or irregularity of the kind referred to in this Article.





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DIRECTORS’ INTERESTS





	109	 	Directors’ interests in transactions with the Company
	 
	109.1	 	If the Companies Acts allow, and if he has disclosed to the directors the nature
and extent of his interest, a director can, notwithstanding his being a director:






	 	(a)	 	be a party to, or otherwise interested in, any existing or proposed contract,
transaction or arrangement with the Company or in which the Company is otherwise
interested;
	 
	 	(b)	 	be a director of, or occupy an office or place of profit (other than as
auditor) in, and in any such case on terms (including pay) which the directors can
decide, or be employed by, or be a party to any existing or proposed contract,
transaction or arrangement with, or otherwise be interested in, any company promoted by
the Company or in which the Company is otherwise interested; or
	 
	 	(c)	 	alone (or any firm of which he is a partner, employee or member can) act in a
professional capacity for the Company (other than as auditor) and be paid for this.






	109.2	 	A director will not, unless he agrees otherwise, have to hand over to the Company
any benefit which he derives from any of the interests described above, and no contract,
transaction or arrangement of the type described above will be liable to be avoided on the
grounds of any director’s interest or benefit.
	 
	109.3	 	If the Company holds or owns shares in another company, the directors can
exercise votes attached to such shares or if any of the directors are directors of such other
company, they may vote as directors of that other company in such manner as they think fit.
	 
	110	 	When directors can vote on things in which they are interested
	 
	110.1	 	Unless the Articles say otherwise, a director cannot vote on a resolution about a
contract or any other kind of proposal in which he has a material interest. For this purpose,
any interest of a person who is connected with a director within the meaning of the Companies
Acts will be treated as if it were an interest of the director himself. However, the director
can vote if the interest is only an interest in the Company’s shares, debentures or other
securities. If a director cannot vote on a resolution, the director cannot be counted in the
quorum when the directors vote on that resolution.
	 
	110.2	 	However, if the Companies Acts permit, a director can (in the absence of a
material interest other than one which is listed below) vote, and be counted in the quorum, on
any resolution about any of the following matters, namely:






	 	•	 	giving him, or any other person, any guarantee, security or indemnity for any money
which he, or that other person, has lent at the request of, or for the benefit of, the
Company or any of its subsidiary undertakings;
	 
	 	•	 	giving him, or any other person, any security or an indemnity for any liability
which he, or that other person, has incurred at the request, or for the benefit of, the
Company or any of its subsidiary undertakings;





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	 	•	 	giving any guarantee, security or indemnity, to him, or any other person, for a debt
or obligation which is owed by the Company, or any of its subsidiary undertakings, if
the director has taken responsibility by giving a guarantee, indemnity or security for
some or all of that debt or obligation;
	 
	 	•	 	any proposal relating to an offer of any shares, debentures or other securities, of
or by the Company, or any of its subsidiary undertakings, if the director takes part
because he is a holder of shares, debentures or other securities, or if he takes part
in the underwriting or sub-underwriting of the offer;
	 
	 	•	 	any proposal involving any other company in which the director (together with any
person connected with the director within the meaning of the Companies Acts), has any
kind of interest (including holding any position in that company, or being a
shareholder of that company). But this exemption does not apply if he knows that he,
and any people connected with him, hold an interest in shares (as defined for Part 22
of the Companies Act 2006) representing 1 per cent or more of:






	 	•	 	any class of equity share capital of such company (or any third company
through which his interest is derived); or
	 
	 	•	 	the voting rights in that company.






	 	 	 	Any such interest of 1 per cent or more is treated for the purposes of this
Article as being material interest;
	 
	 	•	 	any proposal relating to an arrangement for the benefit of employees of the Company,
or any of its subsidiary undertakings, which only gives him benefits which are also
generally given to the employees to whom the arrangement relates;
	 
	 	•	 	any proposal relating to any insurance which the Company proposes to buy or renew
for the benefit of directors, or of a group of people which includes directors; or
	 
	 	•	 	any proposal relating to: (i) the granting of an indemnity to directors; or (ii) the
funding of reasonable expenditure by one or more directors in defending civil or
criminal proceedings, or in connection with any application under the provisions
referred to in Section 337A(2) of the Companies Act 1985; or (iii) the doing of
anything to enable such a director or directors to avoid incurring such expenditure, by
the Company or any of its subsidiary undertakings.






	110.3	 	A director cannot vote or be counted in the quorum on a resolution relating to
appointing that director to a position within the Company or any company in which the Company
has an interest or the terms and termination of the appointment.
	 
	110.4	 	This Article applies if the directors are considering proposals about appointing
two or more directors to positions with the Company or any company in which the Company has an
interest. It also applies if the directors are considering the terms or termination of such
appointments. These proposals can be split up to deal with each director separately. If this
is done, each director can vote and be included in the quorum for each resolution, except the
one concerning him. But he cannot vote if the resolution relates to appointing him to a
company in which the Company is interested in if he has an interest of 1 per cent or more in
that company of the nature described in Article 110.2.





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	110.5	 	If any question comes up at a directors’ meeting about whether a director has a
material interest, or whether he can vote or be counted in the quorum, and the director does
not agree to abstain from voting on the issue or not be counted in the quorum, the question
must be referred to the chairman of the directors’ meeting (unless the Chairman is the
director in question, in which case the other directors will choose another amongst them to
act as chairman in dealing with this question). The Chairman’s ruling about any other director
is final and conclusive, unless the nature and extent of the director’s interest has not been
fairly disclosed to the other directors.
	 
	111	 	More about directors’ interests
	 
	 	 	For the purpose of Articles 109 and 110 and this Article, a director who is in any way
interested shall state the nature of his interest at a directors’ meeting in accordance with
the Companies Acts, and:






	 	•	 	a general notice given to the directors that a director has an interest of the kind
stated in the notice in any contract, transaction or arrangement which involves any
company or person identified in the notice is treated as a standing disclosure that the
director has that interest;
	 
	 	•	 	an interest of a person who is connected with the director within the meaning of the
Companies Acts will be treated as an interest of the director;
	 
	 	•	 	interests (whether his or of any person connected with the director within the
meaning of the Companies Acts) which are unknown to the director and which it is
unreasonable to expect him to know about are ignored.





DIRECTORS’ COMMITTEES





	112	 	Delegating powers to committees
	 
	 	 	The directors can delegate any of their powers, or discretions, to committees of one or
more directors. This includes powers or discretions relating to directors’ pay or giving
benefits to
directors. If the directors have delegated any power or discretion to a committee, any
references in these Articles to using that power or discretion include its use by the
committee. Any committee must comply with any regulations laid down by the directors. These
regulations can require or allow people who are not directors to be co-opted onto the
committee, and can give voting rights to co-opted members. But:






	 	•	 	there must be more directors on a committee than co-opted members; and
	 
	 	•	 	a resolution of the committee is only effective if a majority of the members of the
committee present at the time of the resolution were directors.






	113	 	Committee procedure
	 
	 	 	If a committee includes two or more people, the Articles which regulate directors’
meetings and their procedure will also apply to committee meetings (if possible), unless
these are inconsistent with any regulations for the committee which have been laid down under
Article 112.





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DIRECTORS’ POWERS





	114	 	The directors’ management powers
	 
	114.1	 	The Company’s business will be managed by the directors. They can use all the
Company’s powers except where the Articles, or the Companies Acts, provide that powers can
only be used by the shareholders voting to do so at a General Meeting. The general management
powers under this Article are not limited in any way by specific powers given to the directors
by other Articles.
	 
	114.2	 	The directors are, however, subject to:






	 	•	 	the provisions of the Companies Acts;
	 
	 	•	 	the requirements of the Memorandum or these Articles; and
	 
	 	•	 	any other requirements (whether or not consistent with these Articles) which are
approved by the shareholders by passing a special resolution at a General Meeting.






	 	 	However, if any change is made to the Memorandum or these Articles or if the shareholders
approve a requirement relating to something which the directors have already done which was
within their powers, this will not invalidate any prior act of the directors which would
otherwise have been valid.
	 
	115	 	The power to establish local boards
	 
	115.1	 	The directors can set up local committees, local boards or local agencies to
manage any of the Company’s business. These can be either in or outside the United Kingdom.
The directors can appoint, remove and re-appoint anybody (who need not be a director) to be:






	 	•	 	members of any local committee, board or agency; or
	 
	 	•	 	managers or agents of the Company.






	115.2	 	The directors can:






	 	•	 	decide on the pay and other benefits of people appointed under this Article;
	 
	 	•	 	delegate any of their authority, powers or discretions to:






	 	(i)	 	any local board or committee; or
	 
	 	(iii)	 	any manager, or agent of the Company;






	 	•	 	allow local committees or boards, managers or agents to delegate to another person;
	 
	 	•	 	allow the members of local committees, boards or agencies to fill any vacancies on
them;
	 
	 	•	 	allow the members of local committees, boards or agencies to continue to act even
though there are vacancies on them;
	 
	 	•	 	remove any people they have appointed under this Article; and




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	 	•	 	cancel or change an appointment or delegation made under this Article, although this
will not affect anybody who acts in good faith who has not had any notice of any
cancellation or variation.






	 	 	Any appointment or delegation by the directors which is referred to in this Article can be on
any terms and conditions decided on by the directors.
	 
	115.3	 	A person who is employed by, or occupies an office with, the Company may be given
a title which includes the words “Associate Director”. This will not imply that such person is
a director of the Company or that he is entitled to act as a director or be deemed to be a
director for the purposes of these Articles.
	 
	116	 	The power to appoint attorneys
	 
	116.1	 	The directors can appoint anyone (including the members of a group which changes
over time) as the Company’s attorney or attorneys by granting a power of attorney or by
authorising him or them in some other way. The attorney or attorneys can either be appointed
directly by the directors, or the directors can give someone else the power to select
attorneys. The directors can decide on the purposes, powers, authorities and discretions of
attorneys.
	 
	116.2	 	The directors can decide for how long a power of attorney will last and they can
apply any terms and conditions to it. The power of attorney can also include any provisions
which the directors decide on for the protection and convenience of anybody dealing with the
attorney. The power of attorney can also allow the attorney to sub-delegate any or all of his
power, authority or discretion to any other person.
	 
	117	 	Borrowing powers
	 
	 	 	So far as the Companies Acts allow, the directors can exercise all the powers of the
Company to:






	 	•	 	borrow money;
	 
	 	•	 	issue (subject to the provisions of the Companies Acts regarding authority to allot
debentures convertible into shares) debentures and other securities; and
	 
	 	•	 	give any form of:






	 	•	 	guarantee; and
	 
	 	•	 	security, either outright or as collateral and over all or any of the
Company’s undertaking, property and uncalled capital,






	 	 	 	for any debt, liability or obligation of the Company or of any third party.






	118	 	Borrowing restrictions
	 
	118.1	 	The directors must:






	 	•	 	limit the Borrowings of the Company and
	 
	 	•	 	exercise all voting and other rights or powers of control exercisable by the Company
in relation to its subsidiary undertakings





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	 	•	 	to ensure that the total amount of all Borrowings by the Group outstanding at any
time will not exceed 1.5 times the Adjusted Total of Capital and Reserves at such time.






	 	 	This limitation on Borrowings will only affect subsidiary undertakings to the extent that the
directors can restrict the borrowings of the subsidiary undertakings by exercising the rights
or powers of control which the Company has over its subsidiary undertakings. The Company may
consent in advance to exceeding the borrowing limit by passing an ordinary resolution at a
General Meeting.
	 
	118.2	 	In this Article:
	 
	 	 	Group means the Company and its subsidiary undertakings for the time being;
	 
	 	 	Adjusted Total of Capital and Reserves means the aggregate of the share capital and reserves
as shown in the latest audited consolidated balance sheet of the Group (including the amount
paid up or credited as paid up on the issued share capital of the Company, the share premium
account, capital redemption reserve, profit and loss account and other reserves included
within the Group’s equity shareholders’ funds) (the “Reserves”) but:






	 	•	 	adjusted as appropriate in respect of any variation to the paid up share capital or
reserves since the date of the latest audited consolidated balance sheet as recorded
within the monthly management accounting records of the Group prepared in accordance
with the accounting bases and principles applied in the preparation of its latest
audited consolidated balance sheet;
	 
	 	•	 	adding any amount which has been deducted at any time from the Reserves of the Group
for goodwill arising on consolidation either by direct charge to Reserves or by charge
to the Group’s consolidated profit and loss account; and
	 
	 	•	 	making such other adjustments (if any) as the auditors of the Company consider
appropriate.






	 	 	Borrowings means the aggregate amount of all liabilities and obligations of the Group which
in accordance with the accounting bases and principles of the Group are treated as borrowings
in the latest audited consolidated balance sheet of the Group but:






	 	•	 	adjusted as appropriate in respect of any variation to borrowings since the date of
the latest audited consolidated balance sheet as recorded within the monthly
management accounting records of the Group prepared in accordance with the
accounting bases and principles applied in its latest audited consolidated balance
sheet;
	 
	 	•	 	excluding any borrowings under finance or structured tax lease arrangements to the
extent matched as part of those arrangements by deposits of cash or cash equivalent
investments which are treated by the creditor concerned as available to reduce its net
exposure; and
	 
	 	•	 	making such other adjustments (if any) as the auditors of the Company consider
appropriate.






	118.3	 	The determination of the Company’s auditors as to the amount of the Adjusted
Total of Capital and Reserves and the total amount of Borrowings at any time shall be
conclusive and binding on all concerned and for the purposes of their computation the
Company’s 




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	 	 	auditors may at their discretion make such further or other adjustments (if any) or
determinations as they think fit. Nevertheless the directors may act in reliance on a bona
fide estimate of the amount of the Adjusted Total of Capital and Reserves and the total amount
of Borrowings at any time and if in consequence the borrowing limit is inadvertently exceeded
an amount of borrowings equal to the excess may be disregarded until the expiration of three
months after the date on which by reason of a determination of the Company’s auditors or
otherwise the directors became aware that such a situation has or may have arisen.






	118.4	 	No lender or other person dealing with the Group need be concerned whether the
borrowing limit is observed. No debt incurred or security given in breach of the borrowing
limit will be invalid or ineffective unless the lender or the recipient of the security had
express notice at the time when the debt was incurred or security given, that the limit had
been or would as a result be breached.





ALTERNATE DIRECTORS





	119	 	Alternate directors
	 
	119.1	 	Any director may appoint any person (including another director) to act in his
place (such person is called an alternate director). Such appointment requires the approval of
the directors, unless the proposed alternate director is another director. A director appoints
an alternate director by delivering an appointment notice signed or authenticated in
accordance with Article 147 by him (or in any other manner which has been approved by the
directors) to the Registered Office. An alternate director need not be a shareholder.
	 
	119.2	 	The appointment of an alternate director ends if the director appointing him
ceases to be a director, unless that director retires at a General Meeting at which he is
re-elected under Article 93.1. A director can also remove his alternate by delivering a notice
signed or authenticated in accordance with Article 147 by him (or doing something else which
has been approved by the directors) delivered to the Registered Office. An alternate director
can also be removed as an alternate by a resolution of the directors.
	 
	119.3	 	An alternate director is entitled to receive notices of directors’ meetings once
he has given the Company an address to which notices may be served on him. He is entitled to
attend and vote as a director at any such meeting at which the director appointing him is not
personally present and generally at such meeting to perform all functions of the director
appointing him as a director. If he is himself a director or attends any such meeting as an
alternate for more than one director, he will have one vote for each director for whom he
acts as an alternate, in addition to his own vote as a director. However, he may not be
counted more than once for the purposes of the quorum. If his appointor is temporarily
unable to act through ill health or disability his signature of or authentication of any
resolution in writing of the directors is as effective as the signature or authentication of
his appointor.
	 
	119.4	 	If the directors decide to allow this, Article 119.3 also applies in a similar
fashion to any meeting of a committee of which his appointor is a member.
	 
	119.5	 	An alternate director shall be an officer of the Company and shall alone be
responsible to the Company for his own actions and mistakes. Except as said in this Article
119, an alternate director:





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	 	•	 	does not have power to act as a director;
	 
	 	•	 	is not considered to be a director for the purposes of the Articles;
	 
	 	•	 	is not considered to be the agent of his appointor; and
	 
	 	•	 	cannot appoint an alternate director.






	119.6	 	Subject to the Companies Acts, an alternate director is entitled to contract and
be interested in and benefit from contracts or arrangements or transactions and to be repaid
expenses and to be indemnified to the same extent as if he were a director. However, he is not
entitled to receive from the Company as alternate director any pay, except only such part (if
any) of the pay otherwise payable to his appointor as such appointor may direct the Company in
writing to pay to his alternate.





THE SECRETARY





	120	 	The Secretary and Deputy and Assistant Secretaries
	 
	120.1	 	The Secretary is appointed by the directors. The directors decide on the terms
and period of his appointment so long as allowed to do so by the Companies Acts. The directors
can also remove the Secretary, but this does not affect any claim for damages against the
Company for breach of any contract between him and the Company.
	 
	120.2	 	The directors can also appoint one or more people to be deputy or assistant
secretary. Anything which the Companies Acts allow to be done by or to the Secretary can, if
there is no Secretary, or he is for any reason not capable of doing what is required of him,
also be done by or to any deputy or assistant secretary. If there is no deputy or assistant
secretary capable of acting, the directors can appoint any officer to do what would be
required of the deputy or assistant secretary.
	 
	120.3	 	Anything which the Companies Acts allow to be done by or to a director and the
Secretary, cannot be done by or to one person acting as both a director and a Secretary.





THE SEAL





	121	 	The Seal
	 
	121.1	 	The directors are responsible for arranging for the Common Seal and any
Securities Seal to be kept safely. The Common Seal and any Securities Seal can only be used
with the authority of the directors or of a committee authorised by the directors to use it.
The Securities Seal can be used only for sealing securities issued by the Company in
certificated form and sealing documents creating or evidencing securities issued by the
Company.
	 
	121.2	 	Subject to the provisions of these Articles which relate to share certificates,
every document which is sealed using the Common Seal must be signed personally by:






	 	•	 	one director and the Secretary; or
	 
	 	•	 	two directors; or





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	 	•	 	any other persons who are authorised to do so by the directors.






	121.3	 	Where a signature is required to witness the Common Seal, the directors may
decide that the individual need not sign the document personally but that his signature may be
printed on it mechanically, electronically or in any other way the directors approve.
	 
	121.4	 	Securities and documents which have the Securities Seal stamped on them do not
need to be signed unless the directors or the Companies Acts require this.
	 
	121.5	 	The directors can use all the powers given by the Companies Acts relating to
official seals for use abroad.
	 
	121.6	 	Certificates for debentures or other securities of the Company may be printed in
any way and may be sealed and/or signed for in any manner allowed by these Articles.
	 
	121.7	 	As long as it is allowed by the Companies Acts, any document signed by one
director and the Secretary or by two directors and expressed to be entered into by the Company
shall have the same effect as if it had been made effective by using the Common Seal. However
no document which states that it is intended to have effect as a deed shall be signed in this
way without the authority of the directors or of a committee authorised by the directors to
give such authority.





AUTHENTICATING DOCUMENTS





	122	 	Establishing that documents are genuine
	 
	122.1	 	Any director, or the Secretary, has power to identify as genuine any of the
following and to certify copies or extracts from them as true copies or extracts:






	 	•	 	any documents relating to the Company’s constitution;
	 
	 	•	 	any resolutions passed by the shareholders or any class of shareholders, or by the
directors or by a committee of the directors; and
	 
	 	•	 	any books, documents, records or accounts which relate to the Company’s business.






	 	 	The directors can also delegate this power to other people.
	 
	122.2	 	When any books, documents, records or accounts are not kept at the Registered
Office, the officer of the Company who has custody of them is treated as a person who has been
authorised by the directors to identify them as genuine and to provide certified copies or
extracts from them.
	 
	122.3	 	A document which appears to be a copy of a resolution or an extract from the
minutes of any meeting, and which is certified as a copy or extract as described in Article
122.1 or 122.2 is conclusive evidence for anyone who deals with the Company on the strength of
the document that:






	 	•	 	the resolution has been properly passed; or
	 
	 	•	 	the extract is a true and accurate record of the proceedings of a valid meeting.





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RESERVES





	123	 	Setting up reserves
	 
	 	 	The directors can, before recommending any dividend, set aside any profits of the
Company and hold them in a reserve. The directors can decide to use these sums for any
purpose for which the profits of the Company can lawfully be used. Sums held in a reserve can
either be employed in the business of the Company or be invested. The directors can divide
the reserve into separate funds for particular purposes and alter the funds into which the
reserve is divided. The directors can also carry forward any profits without holding them in
a reserve.





DIVIDENDS





	124	 	No dividends are payable except out of profits
	 
	124.1	 	No dividend can be paid otherwise than out of profits available for distribution
under the Companies Acts.
	 
	124.2	 	The profits of the Company which are determined to be distributed will be used in
the payment of dividends to shareholders in accordance with their respective rights and
priorities.
	 
	125	 	Final dividends
	 
	 	 	The directors may recommend the amount of any final dividend. The shareholders can then
declare dividends by passing an ordinary resolution, but the amount declared cannot exceed
the amount recommended by the directors.
	 
	126	 	Fixed and interim dividends
	 
	126.1	 	If the directors consider that the profits of the Company justify such payments,
they can pay:






	 	•	 	fixed dividends on any class of shares carrying a fixed dividend on the dates fixed
for the payment of those dividends; and
	 
	 	•	 	interim dividends on shares of any class of any amounts and on any dates and for any
period which they decide.






	126.2	 	If the directors act in good faith, they are not liable to any shareholders for
any loss they may suffer because a lawful dividend has been paid under this Article on other
shares which rank equally with or behind their shares.
	 
	127	 	Dividends not in cash
	 
	 	 	If the directors recommend this, shareholders can pass an ordinary resolution to direct
all or part of a dividend to be paid by distributing specific assets (and in particular
paid-up shares or debentures of any other company) rather than cash. The directors must give




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	 	 	effect to that resolution. Where any difficulty arises on the distribution and valuation of
the assets, the directors can settle it as they decide. In particular, they can:






	 	•	 	issue fractional certificates;
	 
	 	•	 	value assets for distribution purposes;
	 
	 	•	 	pay cash of a similar value to adjust the rights of persons entitled to the
dividend; and/or
	 
	 	•	 	transfer any assets to trustees for persons entitled to the dividend.






	128	 	Calculation and currency of dividends
	 
	128.1	 	All dividends will be divided and paid in proportions based on the amounts which
have been paid-up on the shares during any period for which the dividend is paid. Sums which
have been paid-up in advance of calls do not count in calculating the amount of a dividend to
be paid on a share. If the terms on which any share is issued provide that such share will be
entitled to a dividend as if it were a fully paid-up, or partly paid-up, share from a
particular date (in the past or the future), it will be entitled to a dividend on this basis.
This Article applies unless the rights attached to any shares, or the terms of any shares,
provide otherwise.
	 
	128.2	 	Unless the rights attached to any shares, or the terms of any shares, or the
Articles provide otherwise, a dividend, or any other money payable in respect of any share,
can be paid to a shareholder in whatever currency the directors decide, using an appropriate
exchange rate selected by the directors for any currency conversions which are required.
	 
	128.3	 	The directors can decide that a particular Approved Depositary should be able to
receive dividends in a currency other than the currency in which it is declared and can make
arrangements accordingly. In particular, if an Approved Depositary has chosen or agreed to
receive dividends in another currency, the directors can make arrangements with the Approved
Depositary for payment to be made to the Approved Depositary for value on the date on which
the relevant dividend is paid, or a later date decided on by the directors.
	 
	129	 	Deducting amounts owing from dividends and other money
	 
	 	 	If a shareholder owes any money for calls on shares, or money relating in any other way
to shares, the directors can deduct any of this money (as long as it is immediately payable)
from:






	 	•	 	any dividend on any shares held by the shareholder; or
	 
	 	•	 	any other money payable by the Company in connection with the shares.






	 	 	Money deducted in this way can be used to pay amounts owed to the Company in connection with
the shares.
	 
	130	 	Payments to shareholders
	 
	130.1	 	Any dividend or other money payable in cash (whether in sterling or foreign
currency) relating to a share can be paid:





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	 	•	 	by cheque or warrant or any other similar financial instrument made payable to the
shareholder who is entitled to it and sent direct to his registered address or, in the
case of joint shareholders, to the shareholder who is first named in the Register and
sent direct to his registered address, or to someone else named in an instruction in
writing from the shareholder (or from all joint shareholders);
	 
	 	•	 	in the case of shares in uncertificated form, by the use of a relevant system;
	 
	 	•	 	by inter-bank transfer, electronic form, electronic means or by means of a website
to an account named in an instruction in writing from the person receiving the payment;
and/or
	 
	 	•	 	in some other way agreed between the shareholder (or all joint shareholders) and the
Company.






	130.2	 	For joint shareholders, the Company can rely on a receipt for a dividend or other
money paid on shares from any one of them.
	 
	130.3	 	Cheques and warrants are sent, and payment in any other way is made, at the risk
of the people who are entitled to the money. The Company is treated as having paid a dividend
if such a cheque or warrant is cleared or if a payment using a relevant system, bank transfer,
electronic form, electronic means or by means of a website is made in accordance with
instructions given by the Company. The Company will not be responsible for a payment which is
lost or delayed.
	 
	130.4	 	The Company will not pay interest on any dividend or other money due to a
shareholder in respect of his shares, unless the rights of the shares provide otherwise.
	 
	131	 	Record dates for payments and other matters
	 
	 	 	Any dividend or distribution on shares of any class can be paid to the holder or holders
of the shares shown on the Register, at the close of business on whatever day may be provided
in the resolution declaring the dividend or providing for the distribution. The dividend or
distribution will be based on the number of shares registered on that day. This Article
applies whether what is being done is the result of a resolution of the directors or a
resolution passed at a General Meeting. The date can be before any relevant resolution was
passed. This Article does not affect the rights to the dividend or distribution as between
past and present shareholders.
	 
	132	 	Dividends which are not claimed
	 
	132.1	 	If a dividend has not been claimed for one year after the passing of either the
resolution passed at a General Meeting declaring that dividend or the resolution of the
directors providing for payment of that dividend, the directors may invest the dividend or use
it in some other way for the benefit of the Company until the dividend is claimed. If the
directors pay unclaimed dividends into a separate account, the Company will not be a
trustee of the money and will not be liable to pay any interest on it. If a dividend has not
been claimed for 12 years after either the passing of the relevant resolution either
declaring that dividend or providing for payment of that dividend, it will be forfeited and
belong to the Company again.





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	132.2	 	The Company can stop paying dividends by cheque, warrant or other payment order
if cheques, warrants or other payment orders for two dividends in a row are sent back or not
cashed. The Company must start paying dividends in this way again if the shareholder or a
person automatically entitled to the shares by law:






	 	•	 	claims those dividends in writing (before they are forfeited under Article 132.1); and
	 
	 	•	 	does not tell the Company to start paying future dividends in some other way.






	133	 	Waiver of dividends
	 
	 	 	Where a shareholder wants to waive his entitlement to all or any part of a dividend, he
may do so by delivering a notice in writing to that effect, signed or authenticated in
accordance with Article 147 by him, to the Company. If appropriate, the notice in writing may
be signed or authenticated in accordance with Article 147 by whoever has become automatically
entitled to the shares by law. For the waiver to be effective, the Company must accept the
notice in writing and act on it. The Company may, however, decline to act on the notice in
writing and continue to pay dividends to the shareholder accordingly.





CAPITALISING RESERVES





	134	 	Capitalising reserves
	 
	134.1	 	Subject to any special rights attaching to any class of shares, the shareholders
can pass an ordinary resolution to allow the directors to change into capital any sum which:






	 	•	 	is part of any of the Company’s reserves (including premiums received when any
shares were issued, capital redemption reserves or other undistributable reserves); or
	 
	 	•	 	the Company is holding as undistributed profits.






	134.2	 	Unless the ordinary resolution states otherwise the directors will use the sum
which is changed into capital for the Ordinary Shareholders on the Register at the close of
business on the day the resolution is passed (or another date stated in the resolution or
fixed as stated in the resolution). The sum set aside must be used to pay up in full shares of
the Company and to allot such shares and distribute them to holders of Ordinary Shares as
bonus shares in proportion to their holdings of Ordinary Shares at the time. The shares can be
Ordinary Shares or, if the rights of other existing shares allow this, shares of some other
class.
	 
	134.3	 	If any difficulty arises in operating this Article, the directors can resolve it
in any way which they decide. For example they can deal with entitlements to fractions of a
share. They can decide that the benefit of fractions of a share belongs to the Company or that
fractions of a share are ignored or deal with fractions of a share in some other way.
	 
	134.4	 	The directors can appoint any person to sign any contract with the Company on
behalf of those who are entitled to shares under the resolution. Such a contract is binding on
all concerned.






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SCRIP DIVIDENDS





	135	 	Ordinary Shareholders can be offered the right to receive extra shares instead of cash
dividends






	135.1	 	The directors can offer Ordinary Shareholders the right to choose to receive
extra Ordinary Shares, which are credited as fully paid-up, instead of some or all of their
cash dividend. Before they can do this, the shareholders must have passed an ordinary
resolution authorising the directors to make this offer.






	135.2	 	The ordinary resolution can apply to a particular dividend or dividends (whether
declared or not). Alternatively, it can apply to some or all of the dividends which may be
declared or paid in a specified period. The specified period must end no later than five years
after the ordinary resolution is passed.






	135.3	 	The directors can offer Ordinary Shareholders or persons automatically entitled
by operation of law the right to request new Ordinary Shares instead of cash for:






	 	•	 	the next dividend; or
	 
	 	•	 	all future dividends (if shares are made available as an alternative to a cash
dividend), until they tell the Company that they no longer wish to receive new Ordinary
Shares.






The directors can also allow Ordinary Shareholders to choose between these alternatives.




	135.4	 	An Ordinary Shareholder opting for new shares is entitled to Ordinary Shares
whose total relevant value is as near as possible to the cash dividend (disregarding any tax
credit) he would have received, but no greater than such cash dividend.






	135.5	 	The relevant value of an Ordinary Share is a value calculated in the manner set
out in the ordinary resolution or, if the ordinary resolution does not set out how the
relevant value of an Ordinary Share is to be calculated, then the relevant value of an
Ordinary Share is the average value of the Ordinary Shares for the five dealing days starting
from, and including, the day when the shares are first quoted “ex dividend ”. This average
value is worked out from the average middle market quotations for the Ordinary Shares on the
London Stock Exchange, as published in its Daily Official List. A certificate or report from
the Company’s auditors as to the amount of the relevant value will be conclusive evidence of
that amount.






	135.6	 	After the directors have decided to apply this Article to a dividend, they must
notify eligible Ordinary Shareholders in writing of their right to choose new Ordinary Shares.
This notice should also set out the procedure by which the Ordinary Shareholders must notify
the Company if they wish to receive new Ordinary Shares. Where Ordinary Shareholders have
already chosen to receive new Ordinary Shares in place of all cash future dividends, if new
Ordinary Shares are available, the Company will not notify them of a right to receive new
Ordinary Shares. Instead, the Company will remind them that they have already chosen to
receive new Ordinary Shares and explain to them how to tell the Company if they wish to start
receiving cash dividends again.






	135.7	 	The directors can set a minimum number of Ordinary Shares in respect of which the
right to choose new Ordinary Shares can be exercised. No Ordinary Shareholder or person




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who is
automatically entitled to an Ordinary Share by law will receive a fraction of a share. The
directors can decide how to deal with any fractions left over and the Company can, if the
directors decide, receive the benefit of any or all of these.




	135.8	 	The directors can exclude or restrict the right to choose new Ordinary Shares, or
make any other arrangements where they decide that:






	 	•	 	this is necessary or convenient to deal with any legal or practical problems in
relation to holders of Ordinary Shares with registered addresses in any particular
territory under the laws of any territory, or requirements of any recognised regulatory
body or stock exchange in any territory; or
	 
	 	•	 	special formalities would otherwise apply in connection with the offer of new
Ordinary Shares (including Ordinary Shares being represented by American Depositary
Shares); or
	 
	 	•	 	it would be impractical or unduly onerous to give the right to any Ordinary
Shareholder or that for some other reason the offer should not be made to them.






	135.9	 	The directors can exclude or restrict the right to choose new Ordinary Shares in
the case of any shareholder who is an Approved Depositary or a nominee for an Approved
Depositary. They can do this if the offer or exercise of the right to or by the people on
whose behalf the Approved Depositary holds the shares would suffer from legal or practical
problems of the kind mentioned in Article 135.8. If other Ordinary Shareholders (other than
those excluded under Article 135.8) have the right to choose new Ordinary Shares, the
directors must be satisfied that an appropriate dividend reinvestment plan or similar
arrangement is available to a substantial majority of the people on whose behalf the Approved
Depositary holds shares or that such arrangements will be available promptly. The first
sentence of this Article 135.9 does not apply until the directors are satisfied of this.






	135.10	 	If an Ordinary Shareholder chooses to receive new Ordinary Shares, no dividend
on the Ordinary Shares for which he has chosen to receive new Ordinary Shares (which are
called the elected shares), will be declared or payable. Instead, new Ordinary Shares will be
allotted on the basis set out earlier in this Article. To do this the directors will convert
into capital a sum equal to the total nominal value of the new Ordinary Shares to be allotted.
They will use this sum to pay up in full the appropriate number of new Ordinary Shares. These
will then be allotted and distributed to the holders of the elected shares as set out above.
The sum to be converted into capital can be taken from any amount which is then in any reserve
or fund (including the share premium account, any capital redemption reserve and the profit
and loss account). Article 134 applies to this process, so far as it is consistent with this
Article 135.






	135.11	 	The new Ordinary Shares rank equally in all respects with the existing fully
paid-up Ordinary Shares at the time the new Ordinary Shares are allotted. The new Ordinary
Shares are not entitled to share in the dividend from which they arose or any other dividend
or distribution or other entitlement which has been declared, made or paid or is payable by
reference to such record date or earlier record date.






	135.12	 	Unless the directors decide otherwise or the CREST Regulations or the rules of a
relevant system require otherwise, any new Ordinary Shares which an Ordinary Shareholder has
chosen to receive instead of some or all of his cash dividend will be:






	 	•	 	shares in uncertificated form if the corresponding elected shares were
uncertificated shares on the record date for that dividend; and




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	 	•	 	shares in certificated form if the corresponding elected shares were shares in
certificated form on the record date for that dividend.






	135.13	 	The directors can decide that new Ordinary Shares will not be available in place
of any cash dividend. They can decide this at any time before new Ordinary Shares are allotted
in place of such dividend, whether before or after Ordinary Shareholders have chosen to
receive new Ordinary Shares.






	135.14	 	The directors have the power to do all acts and things they consider necessary
to give effect to this Article.





ACCOUNTS





	136	 	Accounting and other records






	136.1	 	The directors must make sure that proper accounting records that comply with the
Companies Acts are kept. These records must explain the Company’s transactions and show its
financial position at any time with reasonable accuracy.






	136.2	 	The directors must, in accordance with the Companies Acts, ensure that the profit
and loss accounts, balance sheets, group accounts (if any) and reports specified in the
Companies Acts are prepared and laid before the Company at a General Meeting.






	136.3	 	The auditors’ report must be laid before the Company in General Meeting and must
be open for inspection as required by the Companies Acts.





137      Location and inspection of records





	137.1	 	The accounting records must be kept:






	 	•	 	at the Registered Office; or
	 
	 	•	 	at any other place which the Companies Acts allow and the directors decide on.






	137.2	 	The Company’s officers always have the right to inspect the accounting records.






	137.3	 	No shareholder (other than a shareholder who is also an officer) has any right to
inspect any books or papers of the Company unless:






	 	•	 	the Companies Acts or a proper court order give him that right; or
	 
	 	•	 	the directors authorise him to do so; or
	 
	 	•	 	he is authorised by an ordinary resolution to do so.





138      Sending copies of accounts and other documents





	138.1	 	This Article applies to every directors’ and auditors’ report and balance sheet
and profit and loss account to be laid before the shareholders at a General Meeting with any
other document which the Companies Acts requires to be attached to these.






	138.2	 	Copies of the documents set out in Article 138.1 must be delivered or sent to the
shareholders and debenture holders at their registered addresses and to all other people to
whom the Articles, or the Companies Acts or the requirements of the UK Listing




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Authority or
the London Stock Exchange (or of any other stock exchange on which all or any of the shares of
the Company have been admitted for listing) require the Company to send them. This must be
done at least 21 days before the relevant General Meeting. However, the Company need not send
these documents to shareholders who are sent summary financial statements in accordance with
the Companies Acts.




	138.3	 	Shareholders or debenture holders who are not sent copies of the above documents
in Article 138.2 can receive a copy free of charge by applying to the Company at the
Registered Office.





AUDITORS





	139	 	Actions of auditors






The directors must appoint auditors for the Company. The duties of the auditors will be
regulated in accordance with the Companies Acts. So far as the Companies Acts allow, the
actions of a person acting as an auditor are valid in favour of anyone dealing with the
Company in good faith, even if there was some defect in the person’s appointment or
qualification to act as an auditor.



140      Auditors at General Meetings





The Company’s auditor can attend any General Meeting. He can speak at General Meetings
on any business which is relevant to him as auditor.



COMMUNICATIONS WITH SHAREHOLDERS





	141	 	Serving and delivering notices and other documents






	141.1	 	To the extent permitted and unless required otherwise by the Companies Acts, any
other Act applying to the Company or these Articles, the Company can send, serve, supply or
deliver any offer, notice, information or any other document, including a share certificate,
on or to a shareholder:






	 	•	 	personally;
	 
	 	•	 	by posting it in a letter (with postage paid) to the shareholder’s registered
address or by causing it to be left at that address in some other way; or
	 
	 	•	 	by electronic means and/or by making such offers, notices, information or documents
available on a website.






	141.2	 	The Company Communication Provisions have effect for the purposes of any
provisions of the Companies Acts or these Articles that authorise or requires offers, notices,
information or any other documents to be sent, served, supplied or delivered by or to the
Company.






	141.3	 	Articles 141 to 147 do not affect any provision of the Companies Acts requiring
offers, notices, information or documents to be sent, served, supplied or delivered in a
particular way.




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	142	 	Notices to joint holders






	142.1	 	Anything which needs to be agreed or specified by the joint holders of a share
shall for all purposes be taken to be agreed or specified by all the joint holders where it
has been agreed or specified by the joint holder whose name stands first in the Register in
respect of the share.






	142.2	 	Any offer, notice, information or any other document which is authorised or
required to be sent or supplied to joint holders of a share may be sent or supplied to the
joint holder whose name stands first in the Register in respect of the share, to the exclusion
of the other joint holders. For such purpose, a joint holder having no registered address in
the United Kingdom and not having supplied an address within the United Kingdom for the
service of notices may, subject to any Act applying to the Company, be disregarded.






	142.3	 	The provisions of this Article shall have effect, subject to the Companies Acts,
in place of the Company Communications Provisions regarding notices to joint holders.






	143	 	Notices for shareholders with foreign addresses






Subject to the Companies Acts and any other Act applying to the Company, the Company
shall not be required to send offers, notices, information or any other documents to a
shareholder who (having no registered address within the United Kingdom) has not supplied to
the Company a postal address within the United Kingdom for the service of notices.




	144	 	When notices are served






	144.1	 	If an offer, notice, information or any other document is delivered or served by
hand, it is treated as being delivered or served at the time it is handed to the shareholder
or left at his registered address.






	144.2	 	If an offer, notice, information or any other document (including a share
certificate) is sent or supplied by the Company in hard copy form, or in electronic form, but
to be delivered other than by electronic means, and which is sent by pre-paid post and
properly addressed shall be deemed to have been received by the intended recipient at the
expiration of 24 hours after the time it was posted, and in proving such receipt it shall be
sufficient to show that such offer, notice, information or other document was properly
addressed, pre-paid and posted.






	144.3	 	If an offer, notice, information or any other document is sent or supplied by the
Company by electronic means it shall be deemed to have been received by the intended recipient
2 hours after it was transmitted, and in proving such receipt it shall be sufficient to show
that such offer, notice, information or other document was properly addressed.






	144.4	 	If an offer, notice, information or any other document is sent or supplied by the
Company by means of a website it shall be deemed to have been received when the material was
first made available on the website or, if later, when the recipient received (or is deemed
to have received) notice of the fact that the material was available on the website.






	144.5	 	This Article shall have effect, subject to any mandatory provision of the
Companies Acts and any other Act applying to the Company, in place of the Company
Communications




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Provisions relating to when offers, notices, information or any other documents
are deemed delivered.




	145	 	Serving notices and documents on shareholders who have died or are bankrupt






	145.1	 	A person who claims to be entitled to a share in consequence of the death or
bankruptcy of a shareholder or otherwise by operation of law shall supply to the Company:






	 	•	 	such evidence as the Directors may reasonably require to show his title to the
share; and
	 
	 	•	 	an address within the United Kingdom for the service of notices,






whereupon he shall be entitled to have served upon or delivered to him at such address any
offer, notice, information or any other document to which the said shareholder would have
been entitled, and such service or delivery shall for all purposes be deemed a sufficient
service or delivery of such offer, notice, information or any other document on all persons
interested (whether jointly with or claiming through or under him) in the share.




	145.2	 	Save as provided by paragraph 145.1, any offer, notice, information or any other
document delivered or sent to the address of any shareholder in pursuance of these Articles
shall, notwithstanding that such shareholder be then dead or bankrupt or in liquidation, and
whether or not the Company has notice of his death or bankruptcy or liquidation, be deemed to
have been duly delivered or sent in respect of any share registered in the name of such
shareholder as sole or first-named joint holder.






	145.3	 	The provisions of this Article shall have effect in place of the Company
Communications Provisions regarding the death or bankruptcy of a holder of shares in the
Company.






	146	 	If documents are accidentally not sent or the postal services are suspended






	146.1	 	The accidental failure to send, or the non-receipt by any person entitled to any
offer, notice, information or any other document relating to any meeting or other proceeding
shall not invalidate the meeting or other proceeding.






	146.2	 	If at any time by reason of the suspension or curtailment of postal services
within the United Kingdom the Company is unable to give notice by post in hard copy form of a
shareholders’ meeting, such notice shall be deemed to have been given to all shareholders
entitled to receive such notice in hard copy form if such notice is advertised in at least one
national newspaper and such notice shall be deemed to have been given on the day when the
advertisement appears. In any such case, the Company shall (i) make such notice available on
its website from the date of such advertisement until the conclusion of the meeting or any
adjournment thereof and (ii) send confirmatory copies of the notice by post to such
shareholders if at least seven days prior to the meeting the posting of notices again becomes
practicable.






	147	 	Signature or authentication of documents






	147.1	 	Where these Articles require an offer, notice, information or any other document
to be signed or authenticated by a shareholder or any other person then any such offer, notice
or other document sent or supplied in electronic form or by means of a website shall be




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sufficiently authenticated in any manner authorised by the Company Communications Provisions
or in such other manner approved by the Directors.




	147.2	 	The Directors may determine procedures for validating offers, notices,
information or any other documents sent or supplied in electronic form or by means of a
website, and any offer, notice, information or any other document, not validated in accordance
with such procedures shall be deemed not to have been received by the Company.





MINUTES AND RECORDS




148      Minutes





	148.1	 	The directors must ensure that minutes are entered in books kept for the purpose of:






	 	•	 	all appointments of officers made by the directors;
	 
	 	•	 	the names of the directors present at each directors’ meeting and of any committee
of the directors;
	 
	 	•	 	all resolutions and proceedings at all General Meetings of the Company, the holders
of any class of shares in the Company, the directors and any committees of the
directors;






and every director present at any directors’ meeting or committee meeting must sign his name
in a book to be kept for that purpose.




	148.2	 	If any such minute purports to be signed or authenticated by the chairman of the
meeting at which the proceedings took place or by the chairman of the next succeeding meeting
this shall be conclusive evidence of the proceedings.






	149	 	Availability of records for inspection and notifying the Registrar of Companies






	149.1	 	The Company must keep and make available for inspection as required by the
Companies Acts:






	 	•	 	a register of the directors and Secretary which must include all information
required by the Companies Acts (and from time to time the Company must notify the
registrar of companies of changes to the register and the date of the change in the
manner required by the Companies Acts);
	 
	 	•	 	copies and memoranda of directors’ service contracts with the Company and any of its
subsidiaries;
	 
	 	•	 	a register of directors’ interests in shares or debentures of the Company or any
other body corporate, being the Company’s subsidiary or holding company or a subsidiary
of the Company’s holding company. This register must be produced and remain open at
each Annual General Meeting; and
	 
	 	•	 	a register for recording information relating to interests in the share capital of
the Company.




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	149.2	 	The directors must ensure that a register is kept in accordance with the
Companies Acts of all charges specifically affecting property of the Company and of all
floating charges relating to assets or property of the Company, and the directors must comply
with the Companies Acts in relation to registration of charges.





WINDING UP





	150	 	Directors’ power to petition






The directors can present a petition to the Court in the name and on behalf of the
Company for the Company to be wound up.




	151	 	Distribution of assets in kind






If the Company is wound up (whether the liquidation is voluntary, under supervision of
the Court, or by the Court) the liquidator can, with the authority of an extraordinary
resolution passed by the shareholders and any other sanction required by the Companies Acts,
divide among the shareholders the whole or any part of the assets of the Company. This
applies whether the assets consist of property of one kind or different kinds. For this
purpose, the liquidator can place whatever value he considers fair upon any property and
decide how the division is carried out as between shareholders or different classes of
shareholders. The liquidator can also, with the authority of an extraordinary resolution
passed by the shareholders and any other sanction required by the Companies Acts, transfer
any part of the assets to trustees upon any trusts for the benefit of shareholders which the
liquidator decides. However no past or present shareholder can be compelled to accept any
shares or other securities under this Article which carry a liability.



DESTROYING DOCUMENTS





	152	 	Destroying documents






	152.1	 	The Company can destroy all:






	 	•	 	forms of transfer of shares, and documents sent to support a transfer, and any other
documents which were the basis for making an entry on the Register, after six years
from the date of registration;
	 
	 	•	 	dividend payment instructions and notifications of a change of address or name,
after two years from the date these were registered; and
	 
	 	•	 	cancelled share certificates, one year after the date they were cancelled.






	152.2	 	A document destroyed in accordance with Article 152.1 is conclusively treated as
having been a valid and effective document in accordance with the Company’s records relating
to the document. Any action of the Company in dealing with the document in accordance with its
terms before it was destroyed is conclusively treated as properly taken.






	152.3	 	Articles 152.1 and 152.2 only apply to documents which are destroyed in good
faith and if the Company has not been informed that keeping the documents is relevant to any
claim.




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	152.4	 	For documents relating to shares in uncertificated form, the Company must also
comply with any rules (as defined in the CREST Regulations) which limit its ability to destroy
these documents.






	152.5	 	This Article does not make the Company liable if it:






	 	•	 	destroys a document earlier than referred to in Article 152.1; or
	 
	 	•	 	would not be liable if this Article did not exist.






	152.6	 	This Article applies whether a document is destroyed or disposed of in any other manner.





INDEMNITY AND INSURANCE





	153	 	Indemnity






	153.1	 	So far as the Companies Acts allow, every director, Secretary or other officer of
the Company shall be indemnified by the Company out of its own funds against all costs,
charges, losses, expenses and liabilities incurred by him:






	 	•	 	in performing or omitting to perform his duties; and/or
	 
	 	•	 	in exercising or omitting to exercise his powers; and/or
	 
	 	•	 	in purporting to do any of these things; and/or
	 
	 	•	 	otherwise in relation to or in connection with his duties, powers or office.






	153.2	 	So far as the Companies Acts allow, the Secretary and other officers of the
Company are exempted from any liability to the Company where that liability would be covered
by the indemnity in Article 153.1.






	153.3	 	So far as the Companies Acts allow, the Company or any of its subsidiary
undertakings may: (i) provide a director with funds to meet expenditure incurred or to be
incurred by him in defending any civil or criminal proceedings, or in connection with any
application under the provisions of the Companies Act 1985 referred to in Section 337A(2) of
the Companies Act 1985; and (ii) do anything to enable a director to avoid incurring such
expenditure, but so that the terms set out in Section 337A(4) of the Companies Act 1985 shall
apply to any such provision of funds or other things done.






	154	 	Insurance






	154.1	 	For the purpose of this Article each of the following is a Relevant Company:






	 	•	 	the Company;
	 
	 	•	 	any holding company of the Company;
	 
	 	•	 	any company in which the Company or its holding company or any of the predecessors
of the Company or of its holding company has or had any interest, whether direct or
indirect; and
	 
	 	•	 	any company which is in any way allied to or associated with the Company, or any
subsidiary undertaking of the Company or such other company.




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	154.2	 	Without limiting Article 153 in any way, the directors can arrange for the
Company to purchase and maintain insurance for or for the benefit of any persons who are or
were at any time:






	 	•	 	directors, officers or employees of any Relevant Company; or
	 
	 	•	 	trustees of any pension fund or employees’ share scheme in which employees of any
Relevant Company are interested.






This includes, for example, insurance against any liability incurred by them for any act or
omission:




	 	•	 	in performing or omitting to perform their duties; and/or
	 
	 	•	 	in exercising or omitting to exercise their powers; and/or
	 
	 	•	 	in claiming to do any of these things; and/or
	 
	 	•	 	otherwise in relation to their duties, powers or offices.





SHARE WARRANTS





	155	 	Issue of Share Warrants






	155.1	 	The Company can issue Share Warrants which state that the bearer of the Share
Warrant (“Bearer”) is entitled to the shares specified in the Share Warrant. The Company can
only do this in a way which is allowed under the Companies Acts and in Articles 155 to 162.
Share Warrants can provide for the payment of future dividends and other distributions
relating to the shares. Payment can be made by exchanging coupons which can be attached to the
Share Warrants, or in any other way which the directors determine.






	155.2	 	The Bearer of a Share Warrant is entitled to the number of shares which are
specified in it. These shares can be transferred by one person delivering the Share Warrant to
another.






	155.3	 	Subject to Article 155.2, the provisions of the Articles relating to share
certificates and transferring shares do not apply to Share Warrants.





155.4   Each Share Warrant must be issued under the Seal.




	155.5	 	The directors can decide on the language and form of, and the number of shares
represented by, each Share Warrant.





156      Directors can accept a certificate instead of a Share Warrant





	156.1	 	The directors can accept a certificate from the persons referred to in Article
156.2 stating that they hold Share Warrants on behalf of someone named in the certificate as
proof of matters set out in such certificate. The certificate will be in such form as the
directors decide (including details of the number of shares to which the Share Warrant
relates).






	156.2	 	The only people who may deliver a certificate to the Company are the ADR
Depositary or any bank or agent which has been appointed by the Company. For the purposes of




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Articles 155 to 161, the Company can treat the deposit of the certificate as though the Share
Warrant itself had been deposited at the Transfer Office.




	156.3	 	As long as the certificate is in a form agreed by the directors, the Company does
not need to make any further enquiry into the accuracy of the information contained in the
certificate.






	157	 	Requesting a Share Warrant






	157.1	 	A Share Warrant will only be issued if a shareholder requests in writing that a
Share Warrant is issued for some or all of the shares which are registered in his name.






	157.2	 	The request must be addressed to the directors at the Transfer Office. The
directors can specify the form of the request, and can require that evidence is sent with the
request to prove the identity of the person making the request and his right to the shares.
The directors do not have to agree to this request.






	157.3	 	Where a shareholder requests that Share Warrants are issued in relation to shares
registered in his name, and there are share certificates in respect of those shares, a Share
Warrant will only be issued once the share certificates have been delivered to the Transfer
Office for cancellation.






	157.4	 	A person who requests a Share Warrant (including a person requesting a Share
Warrant in the circumstances described in Article 158) is responsible (and will re-imburse the
Company) for all and any stamp duties, stamp duty reserve tax, bearer instrument duty, taxes,
charges, fees, interest and penalties payable in connection with the issue of the Share
Warrants. This Article 157.4 applies unless the person requesting the Share Warrant agrees
otherwise with the Company.






	158	 	Replacing Share Warrants






	158.1	 	If a Share Warrant is damaged or defaced, the Bearer can request a new one, once
he returns the damaged or defaced Share Warrant to the directors at the Transfer Office. Once
any payments of the types described in Article 157.4 are made (if any), a new Share Warrant
will be issued.






	158.2	 	If a Share Warrant is said to have been lost, stolen or destroyed, the directors
can issue a replacement (although they do not have to do so). The directors can require
satisfactory evidence of the loss, theft or destruction, an indemnity, the payment of any
exceptional out of pocket expenses, and payments of the types described in Article 157.4
before issuing a replacement.






	158.3	 	The Bearer can ask the directors to cancel his existing Share Warrant and replace
it with two (or more) Share Warrants which together represent the same number of shares which
the original single Share Warrant represented. The directors do not have to comply with this
request. If they do, the Bearer will have to surrender his original Share Warrant and can be
required by the directors to make any payments of the types described in Article 157.4 before
the new Share Warrants are issued.





159      Rights of the Bearer





	159.1	 	The Bearer (or a person who has deposited his Share Warrant in accordance with
Article 159.2 or if the directors so decide, Article 156.2) shall be entitled to the same
rights and be




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subject to the same obligations as those to which he would be entitled or
subject if he were the registered holder of the shares to which the Share Warrant relates.
This is subject to the provisions of Articles 155 to 162.




	159.2	 	Where a Bearer deposits his Share Warrant, together with a declaration in writing
giving his name and address, at the Transfer Office (or some other place specified by the
directors) he has certain rights at any General Meeting provided that such Share Warrant is
deposited at least 48 hours in advance of such meeting. For as long as the Share Warrant
remains so deposited, the person who deposited it will have the following rights as if he were
the registered holder from the time of deposit of the shares specified in the Share Warrant at
a General Meeting:






	 	•	 	the right to sign a form requiring a General Meeting;
	 
	 	•	 	the right to give notice of his intention to submit a resolution at a General Meeting;
	 
	 	•	 	the right to attend, speak and vote, appoint a proxy and exercise the other rights
of a shareholder at a General Meeting.






	159.3	 	Any Share Warrant which is deposited in accordance with Article 159.2 must remain
deposited until the end of the General Meeting at which the person who deposited the Share
Warrant desires to attend or be represented.






	159.4	 	If a person presents a Share Warrant at the Transfer Office, the Company is
entitled to assume that this person is the owner of the Share Warrant. The Company can pay
dividends or moneys relating to the shares specified in the Share Warrant which are due to
this person either to such person or to an account specified by him. If the Company does this,
it shall have performed its obligation to pay that dividend or those moneys.






	160	 	Bearers of Share Warrants participating in securities offers






	160.1	 	In the case of a securities offer, there is no need to contact any Bearer
individually. Instead, all the Company need do is advertise the details of the securities
offer in a leading United Kingdom national daily newspaper (and any other newspapers the
directors decide on).






	160.2	 	If, following the publication of the advertisement referred to above, the Bearer
deposits the Share Warrant (or, if appropriate, the coupon attached to the Share Warrant) at
the Transfer Office (or some other place mentioned in the advertisement), within the time
limit set out in the securities offer, he shall have the same right to participate in the
securities offer as if he were the registered holder of the shares specified in the Share
Warrant.






	160.3	 	For the purposes of this Article, a securities offer means an offer of shares,
securities or debentures to shareholders or any class of shareholders, or a proposed issue of
shares pursuant to Article 134.






	161	 	Communications with Bearers of Share Warrants






	161.1	 	In the case of any communication (for example, a notice of General Meeting, a
circular or annual report) with shareholders, there is no need for the Company to contact any
Bearer individually. Instead, all the Company need do is advertise the communication in a
leading United Kingdom national daily newspaper (and any other newspapers the




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directors decide
on), giving an address where copies of the communication may be obtained by the Bearer.




	161.2	 	The Company must communicate with the Bearer in a different way, if the London
Stock Exchange requires this.






	162	 	Issuing shares to which the Share Warrant relates






	162.1	 	The Bearer can ask to be registered as a shareholder (or that another person be
so registered) in respect of all or any of the shares specified in the Share Warrant. In order
to do so he must deposit at the Transfer Office (or another place specified by the directors):






	 	•	 	the Share Warrant; and
	 
	 	•	 	a signed declaration in a form agreed by the directors which sets out the names and
addresses of the persons, and the numbers of shares, in whose name he wishes such
shares to be registered.






	162.2	 	The Company will comply with a request made in accordance with Article 162.1 only
upon the payment (or reimbursement) by the Bearer of all and any stamp duties, stamp duty
reserve tax, bearer instrument duty, taxes, charges, fees, interest and penalties payable in
connection with the issue of the shares. The Company may, however, agree that any such taxes
or costs do not have to be paid by the Bearer.






	162.3	 	If the Company complies with a request made in accordance with Article 162.1, the
person named in the declaration will be entitled to have his name entered as a member in the
Register in respect of the shares specified in the declaration and to receive a share
certificate for them.






	162.4	 	If the declaration does not deal with all the shares to which the Share Warrant
relates, a new Share Warrant for the remaining shares will be issued, without charge, to the
person who deposited the old Share Warrant. The new Share Warrant will only be issued upon the
cancellation of the old Share Warrant.





ADR DEPOSITARY





	163	 	ADR Depositary can appoint proxies






	163.1	 	The ADR Depositary can appoint more than one person to be its proxy. As long as
the appointment complies with the requirements in Article 163.2, the appointment can be made
in any way and on any terms which the ADR Depositary thinks fit. Each person appointed in this
way is called an Appointed Proxy.






	163.2	 	The appointment must set out the number of shares in relation to which an
Appointed Proxy is appointed. This number is called the Appointed Number. The Appointed
Numbers of all Appointed Proxies appointed by the ADR Depositary, when added together, must
not be more than the number of Depositary Shares (as calculated in Article 163.3).






	163.3	 	The Depositary Shares attributable to the ADR Depositary consist of the total of
the number of shares:




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	 	•	 	registered in the name of the ADR Depositary;
	 
	 	•	 	represented by Share Warrants which have been deposited by the ADR Depositary with
the Company in accordance with Article 159; and
	 
	 	•	 	represented by Share Warrants which are set out in a certificate from the ADR
Depositary accepted by the directors in accordance with Article 156.






	164	 	The ADR Depositary must keep a Proxy Register






	164.1	 	The ADR Depositary must keep a register of the names and addresses of all the
Appointed Proxies. This is called the Proxy Register. The Proxy Register will also set out the
Appointed Number of shares of each Appointed Proxy. This can be shown by setting out the
number of American Depositary Receipts which each Appointed Proxy holds and stating that the
Appointed Number of shares can be ascertained by multiplying the said number of American
Depositary Receipts by such number which for the time being is equal to the number of shares
which any one American Depositary Receipt represents.






	164.2	 	The ADR Depositary must let anyone whom the directors nominate inspect the Proxy
Register during usual business hours on a working day. The ADR Depositary must also provide,
as soon as possible, any information contained in the Proxy Register if it is demanded by the
Company or its agents.






	165	 	Appointed Proxies can only attend General Meetings if properly appointed





An Appointed Proxy may only attend a General Meeting if he provides the Company with
evidence in writing of his appointment by the ADR Depositary for that General Meeting. This
must be in a form agreed between the directors and the ADR Depositary.




	166	 	Rights of Appointed Proxies






Subject to the Companies Acts and these Articles and so long as the Depositary Shares
are sufficient to include an Appointed Proxy’s Appointed Number:




	 	•	 	at a General Meeting which an Appointed Proxy is entitled to attend, he is entitled
to the same rights and has the same obligations in relation to his Appointed Number of
shares as if the ADR Depositary was the registered holder of such shares and he had
been validly appointed in accordance with Articles 76, 77 and 78 by the ADR Depositary
as its proxy in relation to those shares; and
	 
	 	•	 	an Appointed Proxy can himself appoint another person to be his proxy in relation to
his Appointed Number of shares, as long as the appointment is made and deposited in
accordance with Articles 76, 77 and 78 and, if it is, the provisions of these Articles
will apply to such an appointment as though the Appointed Proxy
was the registered holder of such shares and the appointment was made by him in that
capacity.




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	167	 	Sending information to an Appointed Proxy






The Company can send to an Appointed Proxy at his address in the Proxy Register all the
same documents which are sent to shareholders.




	168	 	The Company can pay dividends to an Appointed Proxy






The Company can pay to an Appointed Proxy at his address in the Proxy Register all
dividends or other moneys relating to the Appointed Proxy’s Appointed Number of shares
instead of paying this amount to the ADR Depositary. If the Company does this, it will not
have any obligation to make this payment to the ADR Depositary as well.



169    The Proxy Register may be fixed at a certain date





	169.1	  In order to determine which persons are entitled as Appointed Proxies to:






	 	•	 	exercise the rights conferred by Article 166;
	 
	 	•	 	receive documents sent pursuant to Article 167; and
	 
	 	•	 	be paid dividends pursuant to Article 168






and the Appointed Number of shares in respect of which a person is to be treated as having
been appointed as an Appointed Proxy for such purpose, the ADR Depositary may determine that
the Appointed Proxies who are entitled are the persons entered in the Proxy Register at the
close of business on a date (a “Record Date”) determined by the ADR Depositary in
consultation with the Company.




	169.2	 	When a Record Date is determined for a particular purpose:






	 	•	 	the Appointed Number of shares in respect of an Appointed Proxy will be treated as
the number appearing against his name in the Proxy Register as at the close of business
on the Record Date;
	 
	 	•	 	this can be shown by setting out the number of American Depositary Receipts which
each Appointed Proxy holds and stating that the number of shares can be ascertained by
multiplying the said number of American Depositary Receipts by such number which for
the time being is equal to the number of shares which any one American Depositary
Receipt represents; and
	 
	 	•	 	changes to entries in the Proxy Register after the close of business on the Record
Date will be ignored in determining the entitlement of any person for the purpose
concerned.






	170	 	The nature of an Appointed Proxy’s interest






Except as required by the Companies Acts, no Appointed Proxy will be recognised by the
Company as holding any interest in shares upon any trust. Except for recognising the rights
given in relation to General Meetings by appointments made by Appointed Proxies
pursuant to Article 166, the Company is entitled to treat any person entered in the Proxy
Register as an Appointed Proxy as the only person (other than the ADR Depositary) who has
any interest in the shares in respect of which the Appointed Proxy has been appointed.



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	171	 	Validity of the appointment of Appointed Proxies






	171.1	 	If any question arises as to whether any particular person or persons has or have
been validly appointed to vote (or exercise any other right) in respect of any shares (for
example because the total number of shares in respect of which appointments are recorded in
the Proxy Register is more than the number of Depositary Shares) this question will, if it
arises at or in relation to a General Meeting be determined by the chairman of the General
Meeting. His decision (which can include declining to recognise a particular appointment or
appointments as valid) will, if made in good faith, be final and binding on all persons
interested.






	171.2	 	If a question of the type described in Article 171.1 arises in any circumstances
other than at or in relation to a General Meeting, the question will be determined by the
directors. Their decision (which can include declining to recognise a particular appointment
or appointments as valid) will also, if made in good faith, be final and binding on all
persons interested.





Rights and Restrictions Attached to the B Shares





	172	 	Definitions






The following definitions will apply solely in Articles 172 to 189:




	 	•	 	B Share Continuing Dividend means the non-cumulative preferential dividend payable
on a Dividend Payment Date in relation to each B Share at the rate (on the nominal
value thereof) of 75 per cent. of Sterling LIBOR calculated in accordance with these
Articles;
	 
	 	•	 	B Share Dividend Calculation Period means each 6 month period within the Future
Redemption Period ending on either 4 February or 4 August used for the calculation of
the B Share Continuing Dividend on the B Shares, the first such period commencing on 5
August 2006 and ending on 4 February 2007 provided that B Shares which are redeemed on
the First Redemption Date or converted into Deferred Shares on 7 August 2006 will not
qualify for the payment of any B Share Continuing Dividend;
	 
	 	•	 	B Shares means redeemable non-cumulative preference shares of 15 pence each in the
capital of the Company;
	 
	 	•	 	Business Day means a day (other than a Saturday, Sunday or public holiday) on which
pounds sterling deposits may be dealt in on the London inter-bank market and commercial
banks are open for general business in London;
	 
	 	•	 	CREST means the relevant system (as defined in the Uncertificated Securities
Regulations 2001) in respect of which CRESTCo Limited is the Operator (as defined in
such regulations);
	 
	 	•	 	Deferred Shares means the unlisted deferred shares of 15 pence each, the rights and
restrictions attached to which are set out in Articles 182 to 188;
	 
	 	•	 	Dividend Payment Dates means 5 February and 5 August in each year within the Future
Redemption Period (or, if not a Business Day, the next Business Day




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(without any
interest or payment in respect of the delay)) and Dividend Payment Date will be
construed accordingly;




	 	•	 	Election means an election by shareholders in relation to their B Shares to (i)
accept an initial redemption of the B Shares; (ii) receive an initial dividend on the B
Shares; or (iii) accept a future redemption of the B Shares, either by completing,
signing and returning the election form which was enclosed with the circular to
shareholders dated 13 June 2006, or by submitting an Unmatched Stock Event instruction
through CREST;
	 
	 	•	 	First Redemption Date means 4 August 2006;
	 
	 	•	 	Future Redemption Date means 5 February and/or 5 August in any calendar year within
the Future Redemption Period;
	 
	 	•	 	Future Redemption Form means the form, printed on the reverse of each B Share
certificate, by means of which shareholders holding their B Shares in certificated form
may elect to have their B Shares redeemed on a Future Redemption Date;
	 
	 	•	 	Future Redemption Period means the period beginning on 5 August 2006 and ending on 4
August 2008;
	 
	 	•	 	Sterling LIBOR means the rate for 6–month deposits in pounds sterling for a period
of designated maturity which appears on the Reuters screen ISDA page (or such other
page or service as may replace it for the purpose of displaying London inter-bank
offered rates of leading banks for pounds sterling deposits as determined by the
Company) as at 11.00 a.m. on the first Business Day of each B Share Dividend
Calculation Period;
	 
	 	•	 	US Shareholders means shareholders (beneficial or otherwise) who have an address in
the United States on the Company’s register of members or who are physically located in
the United States.






	173	 	Income






	173.1	 	If the Company has profits which are available for distribution and the Directors
resolve that these should be distributed, the holders of the B Shares will be entitled, before
the payment of dividends or other distributions to the holders of Ordinary Shares but after
the payment of the preferential dividend on the Fixed Rate Shares, to be paid the B Share
Continuing Dividend. The B Share Continuing Dividend will be paid at the rate (on the nominal
value of the B Shares which is paid up or treated as paid up) of 75 per cent. of Sterling
LIBOR, in arrears half yearly on the Dividend Payment Dates. The first Dividend Payment Date
will be 5 February 2007 which will cover the period from 5 August 2006 to 4 February 2007. B
Shares which are redeemed on the First Redemption Date or which are converted into Deferred
Shares will not qualify for the payment of any B Share Continuing Dividend.






	173.2	 	Payments of B Share Continuing Dividends will be made to holders of B Shares
whose names appear on the relevant register of members of the Company, if the relevant
Dividend Payment Date is 5 February at the close of business on 21 January in the same
calendar year and if the relevant Dividend Payment Date is 5 August at the close of business
on 21 July in the same calendar year. The aggregate entitlement on a Dividend




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s










Payment Date of
each holder of B Shares in respect of the B Share Continuing Dividend on all B Shares held by
him will be rounded down to the nearest whole penny.




	173.3	 	The B Shares will not confer any other right to share in the Company’s profits.






	174	 	Capital






	174.1	 	If the Company is wound up (but in no other circumstances involving a repayment
of capital or distribution of assets to shareholders whether by reduction of capital,
redeeming or buying back shares or otherwise), the holders of B Shares will be entitled,
before any payment to the holders of Ordinary Shares but after any payment to the holders of
Fixed Rate Shares, to repayment of the amount paid up or treated as paid up on the nominal
value of each B Share, together with any outstanding entitlement to the B Share Continuing
Dividend up to the Dividend Payment Date immediately before the winding-up. The aggregate
entitlement of each holder of B Shares on a winding-up in respect of all of the B Shares held
by him will be rounded down to the nearest whole penny.






	174.2	 	The holders of B Shares will not have any other right to share in the Company’s
surplus assets. If there is a winding-up to which Article 174.1 applies and there is not
enough to pay the amounts due on the B Shares, the holders of the B Shares will share what is
available in proportion to the amounts to which they would otherwise be entitled.






	175	 	Redemption






The Company may (in accordance with the Companies Acts and the provisions of these
Articles) redeem the B Shares in accordance with the following provisions:




	175.1	 	Unless redeemed earlier, on 5 August 2008.






	175.2	 	Holders of B Shares who have made an Election by 3.00 p.m. on 3 August 2006 (or
any later date the Directors may decide) to have some or all of their B Shares redeemed will
be able to have that number of B Shares redeemed on the First Redemption Date.






	175.3	 	After the First Redemption Date, holders of B Shares will be able to elect to
have any outstanding B Shares redeemed on a Future Redemption Date (or, if not a Business Day,
the next Business Day (without any interest or payment in respect of the delay)) by returning
a Future Redemption Form or submitting an Unmatched Stock Event instruction, as applicable. If
a Future Redemption Form or an Unmatched Stock Event instruction is returned for settlement
for all or part of their B Shares then in issue by:






	 	•	 	5.00 p.m. on 21 January (or any later date the Directors may decide) in the calendar
years 2007 and/or 2008, the relevant B Shares will be redeemed on 5 February (or, if
not a Business Day, the next Business Day (without any interest or payment for the
delay)) in such calendar year; and
	 
	 	•	 	5.00 p.m. on 21 July (or any later date the Directors may decide) in the calendar
years 2007 and/or 2008, the relevant B Shares will be redeemed on 5 August (or,
if not a Business Day, the next Business Day (without any interest or payment for
the delay)) in such calendar year.






	175.4	 	Each holder of a B Share that is redeemed (excluding B Shares that are redeemed
on the First Redemption Date), will be paid a sum equal to the nominal value of that B Share,
plus the B Share Continuing Dividend for the relevant B Share Dividend Calculation




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Period.
Each holder of a B Share that is redeemed on the First Redemption Date will be paid a sum
equal to the nominal value of that B Share but no B Share Continuing Dividend will be payable
on such B Share. The total entitlement of a holder of B Shares to the nominal value of the B
Shares being redeemed, plus any B Share Continuing Dividend payable on those B Shares, will be
rounded down to the nearest whole penny.




	175.5	 	On or after the redemption of any B Shares (in accordance with these Articles),
the Directors may (in accordance with the Companies Acts) consolidate and/or subdivide and/or
convert and/or reclassify the authorised B Share capital of the Company (including any
unissued authorised B Share capital) (i) into shares of another class (provided the authorised
share capital of the Company now or at that time includes shares of that class) and/or (ii)
into unclassified shares.






	175.6	 	US Shareholders and holders of American Depositary Receipts are not eligible to
participate in any redemption of the B Shares. Any purported Elections to redeem B Shares by
US Shareholders or holders of American Depositary Receipts will be treated as invalid and
disregarded.






	176	 	Initial B Share Dividend






	176.1	 	The holders of B Shares will be entitled to a dividend of 15 pence per B Share
(the Initial B Share Dividend) provided their names are entered on the register of members of
the Company on issue of the B Shares and they have notified the Company’s registrar by validly
making an Election on or before 3.00 p.m. on 3 August 2006 (or any later date the Directors
may decide) indicating that they wish to receive the Initial B Share Dividend. Each B Share,
in respect of which the Initial B Share Dividend is payable, will at 9.00 a.m. on 7 August
2006 (or any other date the Directors may decide) be converted into a Deferred Share of 15
pence nominal value. The rights and restrictions attaching to the Deferred Shares are set out
in Articles 182 to 188.






	176.2	 	US Shareholders and holders of American Depositary Receipts will automatically
receive the Initial B Share Dividend without making an Election.






	177	 	Voting at General Meetings






	177.1	 	The holders of B Shares will only receive notice of general meetings of the
Company and will only be able to attend, speak and vote at such general meetings if a
resolution is to be proposed at the general meeting to wind up the Company, in which case the
holders of B Shares will receive notice of the general meeting and will have the right to
attend, speak and vote on that resolution only.






	177.2	 	If the holders of the B Shares are entitled to vote at a general meeting of the
Company, each holder present in person or by proxy (or, being a company, by representative)
will have one vote on a show of hands, and on a poll every holder who is present in person or
by proxy (or, being a company, by a company
representative) will have one vote for each
fully paid B Share.




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178       Purchase of Shares





The Company will not require the sanction or the consent of the holders of B Shares for
the purchase or redemption of shares of any class in the Company (including, without
limitation, Fixed Rate Shares, Ordinary Shares and/or B Shares).




	179	 	Class Rights






	179.1	 	The Company may from time to time issue new shares which have rights or
restrictions attaching to them. The rights of the new shares can take priority over the rights
of the B Shares. The issue of any such new shares will be in accordance with the rights
attaching to the B Shares and will not involve a variation of those rights or require the
consent of holders of the B Shares.






	179.2	 	The Company may reduce the share capital paid up or treated as paid up on the B
Shares in any way (in accordance with the Companies Acts). Any such reduction will be in
accordance with the rights attaching to the B Shares and will not involve a variation of those
rights. The Company can reduce its capital (in accordance with the Companies Acts) at any time
without the consent of the holders of the B Shares including by paying to the holders of B
Shares the preferential amounts they are entitled to as set out in Article 174.






	180	 	Form






The holders of B Shares cannot renounce their B Shares. Any transfer of B Shares must
be effected in writing and either in the usual or standard form or in any other form
approved by the Directors. Every transfer of uncertificated B Shares must be carried out
using a relevant system (e.g. CREST). For the avoidance of doubt B Shares will be redeemed
in accordance with Article 175.



181      Deletion of Articles 172 to 181 when no B Shares in existence





	181.1	 	Articles 172 to 181 shall remain in force until there are no longer any B Shares
in existence whether by way of conversion into Deferred Shares or redemption and cancellation
or until 31 December 2008, whichever is earlier, notwithstanding any provision in these
Articles to the contrary. Thereafter Articles 172 to 181 shall be and shall be deemed to be of
no effect (save to the extent that the provisions of 172 to 181 are referred to in other
Articles) and shall be deleted and replaced with the wording “Articles 172 to 181 have been
deleted”, and the separate register for the holders of B Shares shall no longer be required to
be maintained by the Company; but the validity of anything done under Articles 172 to 181
before that date shall not otherwise be affected and any actions taken under Articles 172 to
181 before that date shall be conclusive and shall not be open to challenge on any grounds
whatsoever.





Rights and Restrictions Attached to the Deferred Shares





	182	 	Income






The Deferred Shares will confer no right to share in the Company’s profits.



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	183	 	   Capital






	183.1	 	If the Company is wound up (but in no other circumstances involving a repayment
of capital or distribution of assets to shareholders whether by reduction of capital,
redeeming or buying back shares or otherwise), the holders of Deferred Shares will be entitled
to the amount paid up or treated as paid up on the nominal value of each Deferred Share after:






	 	•	 	first, paying to the holders of Fixed Rate Shares the amount paid up or treated as
paid up on the nominal value of each Fixed Rate Share, together with any dividend,
arrears of dividend or proportion of any dividend to which they are entitled under
these Articles;
	 
	 	•	 	secondly, paying to the holders of B Shares the amount paid up or treated as paid up
on the nominal value of each B Share together with any outstanding entitlement to the B
Share Continuing Dividend up to the Dividend Payment Date immediately before the
winding-up; and
	 
	 	•	 	thirdly, paying to the holders of Ordinary Shares the amount paid up or treated as
paid up on the nominal value of each Ordinary Share together with the sum of £1,000 on
each Ordinary Share.






	183.2	 	The holders of Deferred Shares have no further right to share in the Company’s
surplus assets.






	184	 	   Redemption






	184.1	 	The Company may, at any time (in accordance with the Companies Acts and the
provisions of these Articles) without prior notice, redeem all Deferred Shares for a total
price of not more than one penny for all Deferred Shares redeemed.






	185	 	   Attendance and voting at general meetings






The holders of the Deferred Shares will not receive notice of any general meeting of
the Company or be able to attend, speak or vote at any general meeting.




	186	 	   Form






The Deferred Shares will not be listed on any stock exchange and no share certificates
will be issued for the Deferred Shares. The Deferred Shares will not be transferable except
in accordance with Article 188 or with the consent in writing of the Directors.




	187	 	   Class rights






	187.1	 	The Company may from time to time issue new shares which have rights or
restrictions attaching to them. The rights of the new shares can take priority over the rights
of the Deferred Shares. The issue of any such new shares will be in accordance with the rights
attaching to the Deferred Shares and will not involve a variation of those rights or require
the consent of the holders of the Deferred Shares.






	187.2	 	The Company may reduce the share capital paid up or treated as paid up on the
Deferred Shares in any way (in accordance with the Companies Acts). Any such reduction will be
in accordance with the rights attaching to the Deferred Shares and will not involve a




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variation of those rights. The Company can reduce its capital (in accordance with the
Companies Acts) at any time without the consent of the holders of the Deferred Shares.




	188	 	Transfer and purchase






The Company can at any time (in accordance with the Companies Acts) without the consent
of the holders of the Deferred Shares:




	 	•	 	appoint any person to sign (on behalf of the holders of the Deferred Shares) a
transfer of all or any part of their holding to the Company or any other person the
Directors decide (whether or not an officer of the Company), for a total price of not
more than one penny for all Deferred Shares transferred; and
	 
	 	•	 	cancel all the Deferred Shares purchased by the Company (in accordance with the
Companies Acts).






	189	 	Deletion of Article 182 to 189 when no Deferred Shares in existence






Articles 182 to 189 shall remain in force until there are no longer any Deferred Shares
in existence or until 31 December 2008, whichever is earlier, notwithstanding any provision
in these Articles to the contrary. Thereafter Articles 182 to 189 shall be and shall be
deemed to be of no effect (save to the extent that the provisions of Articles 182 to 189 are
referred to in other Articles) and shall be deleted and replaced with the wording “Articles
182 to 189 have been deleted”, and the separate register for the holders of Deferred Shares
shall no longer be required to be maintained by the Company; but the validity of anything
done under Articles 182 to 189 before that date shall not otherwise be affected and any
actions taken under Articles 182 to 189 before that date shall be conclusive and shall not
be open to challenge on any grounds whatsoever.



Approved Depositaries





	190	 	Appointments






	190.1	 	Subject to these Articles and the relevant Act or Acts, an Approved Depositary
can appoint as its proxy or proxies in relation to any Ordinary Shares which it holds, anyone
it thinks fit and can decide how and on what terms to appoint them. Each appointment must
state the number of Ordinary Shares it relates to and the total number of Ordinary Shares in
respect of which appointments exist at any time must not be more than the total
number of Depositary Shares which are registered in the name of the Approved Depositary or
its nominee at that time.






	190.2	 	The Approved Depositary must keep a register (the Nominated Proxy Register) of
each person it has appointed as a Nominated Proxy under Article 190.1 and the Appointed
Number. The directors will decide what information about each Nominated Proxy is to be
recorded in the Nominated Proxy Register. Any person authorised by the Company may inspect the
Nominated Proxy Register during usual business hours and the Approved Depositary will give
such person any information which he requests as to the contents of the Nominated Proxy
Register.




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	191	 	Rights of Nominated Proxies






	191.1	 	A Nominated Proxy may only attend a General Meeting if he provides the Company
with evidence in writing of his appointment as such. This must be in a form agreed between the
directors and the Approved Depositary.






	191.2	 	Subject to these Articles and the relevant Act or Acts, and so long as the
Approved Depositary or a nominee of the Approved Depositary holds at least his Appointed
Number of Ordinary Shares, a Nominated Proxy is entitled to attend a General Meeting which
holders of Ordinary Shares are entitled to attend, and he is entitled to the same rights, and
subject to the same obligations, in relation to his Appointed Number of Depositary Shares as
if he had been validly appointed in accordance with Articles 76 to 80 by the registered holder
of these shares as its proxy in relation to those shares.






	191.3	 	A Nominated Proxy may appoint another person as his proxy for his Appointed
Number of Depositary Shares, as long as the appointment is made and deposited in accordance
with Articles 76 to 82, and these Articles apply to that appointment and to the person so
appointed as though those Depositary Shares were registered in the name of the Nominated Proxy
and the appointment was made by him in that capacity. The directors may require such evidence
as they think appropriate to decide that such appointment is effective.






	191.4	 	For the purposes of determining who is entitled as a Nominated Proxy to exercise
the rights conferred by Articles 191.2 and 191.3 and the number of Depositary Shares in
respect of which a person is to be treated as having been appointed as a Nominated Proxy for
these purposes, the Approved Depositary can decide that the Nominated Proxies who are so
entitled are the people entered in the Nominated Proxy Register at a time and on a date (a
Record Time) agreed between the Approved Depositary and the Company.






	191.5	 	When a Record Time is decided for a particular purpose:-






	 	•	 	a Nominated Proxy is to be treated as having been appointed for that purpose for the
number of shares appearing against his name in the Nominated Proxy Register as at the
Record Time; and
	 
	 	•	 	changes to entries in the Nominated Proxy Register after the Record Time will be
ignored for this purpose.






	191.6	 	Except for recognising the rights given in relation to General Meetings by
appointments made by Nominated Proxies pursuant to Article 191.3, the Company is entitled to
treat any person entered in the Nominated Proxy Register as a Nominated Proxy as the only
person (other than the Approved Depositary) who has any interest in the Depositary Shares in
respect of which the Nominated Proxy has been appointed.






	191.7	 	At a General Meeting the Chairman has the final decision as to whether any person
has the right to vote or exercise any other right relating to any Depositary Shares. In any
other situation, the Directors have the final decision as to whether any person has the right
to exercise any right relating to any Depositary Shares.




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Glossary





	About the glossary




This glossary is to help readers understand the Company’s Articles of Association. Words are
explained as they are used in the Articles - they might mean different things in other documents.
The glossary is not legally part of the Articles, and it does not affect their meaning. The
definitions are intended to be a general guide — they are not precise.



abrogate If the special rights of a share are abrogated, they are cancelled or withdrawn.



accrue If interest is accruing, it is running or mounting up, day by day.



adjourned In relation to a shareholders’ meeting, means that the meeting has come to an end for
the time being, to be continued at a later time or day, at the same or a different place and
adjourned and adjourn shall be construed accordingly.



agent A person who has been appointed to act for another person.



allot When new shares are allotted, they are set aside for the person they are intended for. This
will normally be after the person has agreed to pay for a new share, or has become entitled to a
new share for any other reason. As soon as a share is allotted, that person gets the right to have
his name put on the register of shareholders. When he has been registered, the share has also been
issued.



allottee A person to whom a share is allotted (see renunciation).



asset Any property of any description which is of any value to its owner.



attorney An attorney is a person who has been appointed to act for another person in a particular
way. The person is appointed by a formal document, called a power of attorney.



automatically entitled to a share by law In some situations, a person will be entitled to have
shares which are registered in somebody else’s name registered in his own name. Or he can require
the shares to be transferred to another person. When a shareholder dies, or the sole survivor of
joint shareholders dies, his personal representatives have this right. If a shareholder is made
bankrupt, his trustee in bankruptcy has the right.



beneficial interest A person on whose behalf or for whose benefit a trustee holds shares has a
beneficial interest in those shares.



brokerage Commission which is paid to a broker by a company issuing shares, where the broker’s
clients have applied for shares.



call A call to pay money which is due on shares which has not yet been paid. This happens if the
Company issues shares which are partly paid, where money remains to be paid to the Company for the
shares. The money which has not been paid can be “called” for. If all the money to be paid on a
share has been paid, the share is called a fully paid share.



capitalise To convert some or all of the reserves of a company into capital (such as shares).



capital redemption reserve A reserve of funds which a company may have to set up to ensure that
the Company’s capital base remains the same when shares are redeemed or bought back. It is
equivalent to the amount by which the Company’s issued share capital is reduced by the redemption
or purchase.




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casual vacancy A vacancy amongst the directors which occurs by reason of the death, resignation or
disqualification of a director, or from the failure of an elected director to accept his
appointment, or for any other reason except the retirement of a director in accordance with the
Articles.



charge See lien and charge.



company representative If a company owns shares, it can appoint a company representative to attend
a shareholders’ meeting to speak and vote for it.



consolidate When shares are consolidated, they are combined with other shares. For example, every
three £1 shares might be consolidated into one new £3 share.



cumulative dividends If a dividend which is cumulative cannot be paid in one year because the
company does not have enough profits to cover the payment, the shareholder has the right to receive
the dividend in a future year, when the company has enough profits to pay the dividend. Compare
this with a non-cumulative dividend.



debenture A typical debenture is a type of long-term borrowing by a company. The loan usually has
to be repaid at a fixed date in the future, and carries a fixed rate of interest.



declare Generally, when a final dividend is declared, it becomes due to be paid.



dividend arrears Any dividend arrears. This includes any dividends on shares with cumulative
rights which could not be paid, but which have been carried forward.



dividend warrant A dividend warrant is similar to a cheque for a dividend.



documents of title The documents which show that a person owns something (for example, a share
certificate).



ex-dividend When a share goes “ex-dividend”, a person who buys it will not be entitled to the
dividend which has been declared shortly before he bought it. When a share has gone “ex-dividend”,
the seller is entitled to this dividend, even though it will be paid after he has sold his share.



executed A document is executed when it is signed, authenticated or sealed or made valid in some
other way.



exercise When a power is exercised, it is put to use.



extraordinary resolution A decision reached by a majority of at least 75 per cent. of votes cast.
The Companies Acts requires extraordinary resolutions to be passed in certain situations.



forfeit When a share is forfeited it is taken away from the shareholder and becomes the property
of the Company which can do with it as it likes. This process is called “forfeiture”. This can
happen if a call on a partly-paid share is not paid on time.



fully-paid shares When all of the money which is due to the Company for a share has been paid, a
share is called a fully paid share.



good title If a person has good title to a share, he owns it outright.



holding Company A company which controls another company (for example by owning a majority of its
shares) is called the holding company of that other company. The other company is the subsidiary of
the holding company.




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indemnity If a person gives another person an indemnity, he promises to make good any losses or
damage which the other might suffer. The person who gives the indemnity is said to “indemnify” the
other person.



in issue See issue.



instruments Formal legal documents.



issue When a share has been issued, everything has been done to make the shareholder the owner of
the share. In particular, the shareholder’s name has been put on the Register of shareholders.
Existing shares which have been issued are “in issue”.



liabilities Debts and other obligations.



liable jointly and severally Where more than one person is liable jointly and severally it means
that any one of them may be sued, or they can all be sued together.



lien and charge Where the Company has a lien and charge over shares, it can take the dividends,
and any other payments relating to the shares which it has a charge over, or it can sell the
shares, to repay the debt and so on.



members means shareholders.



negotiable instrument A document such as a cheque, which can be freely transferred from one person
to another.



nominal value The nominal value of the share. The nominal value of the US$0.10 Ordinary Shares is
US$0.10. This value is shown on the share certificate for a share, if there is one. When the
Company issues new shares this can be for a price which is at a premium to the nominal value. When
shares are bought and sold on the stock market this can be for more, or less, than the nominal
value. The nominal value is sometimes also called the “par value”.



non-cumulative dividends If a dividend which is non-cumulative cannot be paid in one year because
the Company does not have enough profits available to cover the payment, the shareholder does not
have the right to receive the dividend in a future year. This is the opposite to a cumulative
dividend.



objects of a Company The business activities that the Company is authorised to carry on. The
Company’s objects are set out in Clause 4 of its Memorandum.



office copy An exact copy of an official document, supplied by the office which holds, or issued,
the original.



ordinary resolution A decision reached by a simple majority of votes — that is by more than 50 per
cent. of the votes cast.



par value See nominal value.



partly paid shares If any money remains to be paid on a share, it is said to be partly paid. The
unpaid money can be “called” for.



personal representatives A person who is entitled to deal with the property (“the estate”) of a
person who has died. If the person who has died left a valid will, the will appoints “executors”
who are personal representatives. If the person died without a will, the courts will appoint one or
more “administrators” to be the personal representatives.



poll A poll vote is usually a card vote but to the extent permitted by the Companies Acts may be
an electronic vote. On a poll vote, the number of votes which a shareholder has will depend on




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the number of shares which he owns. An Ordinary Shareholder has one vote for each share he owns. A
poll vote is different to a show of hands vote, where each person who is entitled to vote has just
one vote, however many shares he owns.



power of attorney A formal document which legally appoints one or more persons to act on behalf of
another person.



pre-emption rights The right of some shareholders which is given by the Companies Acts to be
offered a proportion of certain classes of newly issued shares and other securities before they are
offered to anyone else. This offer must be made on terms which are at least as favourable as the
terms offered to anyone else.



premium If the Company issues a new share for more than its nominal value (for example because the
market value is more than the nominal value), the amount above the nominal value is the premium.



proxy A proxy is a person who is appointed by a shareholder to attend a shareholders’ meeting and
vote for that shareholder. A proxy is appointed by using a proxy form. A proxy does not have to be
a shareholder. At a shareholders’ meeting a proxy can vote on a poll and, if the Articles permit,
he can also vote on a show of hands and speak.



proxy form A form which a shareholder uses to appoint a proxy to attend a shareholders’ meeting
and vote for him. The proxy form must be delivered to the Company before the meeting to which it
relates.



quorum The minimum number of shareholders or directors who must be present before a meeting can
start. When this number is reached, the meeting is said to be “quorate”.



rank & ranking When either capital or income is distributed to shareholders, it is paid out
according to the rank (or ranking) of the shares. For example, a share which ranks before (or ahead
of) another share in sharing in the Company’s income is entitled to have its dividends paid first,
before any dividends are paid on shares which rank behind (or after) it. If there is not enough
income to pay dividends on all shares, the available income must be used first to pay dividends on
shares which rank ahead, and then to shares which rank behind. The same applies for repayments of
capital. Capital must be paid first to shares which rank ahead in sharing in the Company’s capital,
and then to shares which rank behind. The Company’s Fixed Rate Shares rank ahead of its Ordinary
Shares. Where certain shares rank equally with other shares, both types of shares have the same
rights as each other.



recognised clearing house A “clearing house” which has been authorised to carry on business by the
UK authorities. A clearing house is a central computer system for settling transactions between
members of the clearing house.



recognised investment exchange An “investment exchange” which has been officially recognised by
the UK authorities. An investment exchange is a place where investments, such as shares, are
traded. The London Stock Exchange is a recognised investment exchange.



redeem and redemption When a share is redeemed, it is effectively bought back by the Company in
return for a sum of money (the “redemption price”) which was fixed before the share was issued.
This process is called redemption. A share which can be redeemed is called a “redeemable” share.



relevant system This is a term used in the CREST Regulations for a computer-based system which
allows shares without share certificates to be transferred without using transfer forms. The CREST
system for paperless share dealing is a “relevant system”.




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renunciation Where a share has been allotted, but no one has been entered on the share register as
the holder of the share, it can be renounced by the allottee to another person. This transfers the
right to be registered as the holder of the share to another person. This process is called
renunciation.



requisition a meeting A formal process which shareholders can use to call a shareholders’ meeting.
Generally speaking the shareholders who want to call a meeting must hold at least 10 per cent of
the issued shares.



reserve fund or reserves A fund which has been set aside in the accounts of a company. Profits
which are not paid out to shareholders as dividends, or used up in some other way, are held in a
reserve fund by the company. The capital redemption reserve and share premium account are also
reserve funds.



revoke To withdraw, or cancel.



rights issue A way by which companies raise extra share capital. Usually the existing shareholders
will be offered the chance to buy a certain number of new shares, depending on how many they
already have. For example, shareholders may be offered the chance to buy one new share for every
four they already have.



securities All shares, bonds and other investment instruments issued by a company which entitle the
holder to a share in the profits or assets of that company, to receive a cash payment from a
company or to subscribe for such a security.



securities seal A seal used to stamp the Company’s securities as evidence that the Company has
issued them. The Company’s Securities Seal is like the Company’s Common Seal but with the addition
of the word “securities”.



share premium account If a new share is issued by the Company for more than its nominal value
(generally because the market value is more than the nominal value) then the amount above the
nominal value is the premium, and the total of these premiums is held in a reserve fund (which
cannot be used to pay dividends) called the share premium account.



show of hands A shareholder raises his hand to vote at a shareholders’ meeting (unless there is a
poll). Each person who is entitled to vote has just one vote, however many shares he holds.



special notice This term is defined in Companies Acts. Broadly, if special notice of a resolution
is required by the Companies Acts, the resolution is not valid unless the Company has been told
about the intention to propose it at least 28 days before the shareholders’ meeting at which it is
proposed (although in certain circumstances the meeting can be on a date less than 28 days from the
date of the notice).



special resolution A decision reached by a majority of at least 75 per cent of votes cast.
Shareholders must be given at least 21 days’ notice of any special resolution.



special rights These are the rights of a particular class of shares, as distinct from rights which
apply to all shares generally. Typical examples of special rights are where the shares rank, their
rights to sharing in income and assets and voting rights.



statutory declaration A formal way of declaring something in writing. Particular words and
formalities must be used — these are laid down by the Statutory Declarations Act of 1835.



stock When shares are converted into stock the holder’s interest in the Company is expressed by
reference to a sum of money divided into transferable units. For example, the interest of a




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shareholder with one hundred £1 shares might be converted into £100 worth of stock transferable in
units of £1 each.



subdividing shares When shares are subdivided they are split into shares which have a smaller
nominal value. For example, a £1 share might be subdivided into two 50p shares.



subject to Means that something else has priority, or prevails, or must be taken into account.
When a statement is subject to another statement this means that the first statement must be read
in the light of the other statement, which will prevail if there is any conflict.



subordinate Where a right or interest is subordinated to something else, it ranks behind it.



subscribe for shares To agree to take new shares in a company (usually for a cash payment).



subscribers to shares The people who first acquire the shares.



subsidiary A company which is controlled by another company (for example because the other Company
owns a majority of its shares) is called a subsidiary of that company.



subsidiary undertaking This is a term used by the Companies Acts. It is a wider definition than
subsidiary. Generally speaking it is a company which is controlled by another company because the
other company:





	•	 	has a majority of the votes in the company either alone, or acting with others;






	•	 	is a shareholder who can appoint or remove a majority of the directors; or






	•	 	can exercise dominant influence over the company because of anything in the Company’s Memorandum or Articles, or
because of a certain kind of contract.




trustees People who hold property of any kind for the benefit of one or more other people under a
kind of arrangement which the law treats as a “trust”. The people whose property is held by the
trustees are called the beneficiary.



underwrite A person who agrees to buy new shares if they are not bought by other people
underwrites the share offer.



unincorporated associations Associations, partnerships, societies and other bodies which the law
does not treat as a separate legal person to their members.



warrant See the definition of dividend warrant.



wider-range investments The law restricts the investments which some trustees can invest in. Where
this restriction applies, the trustees can invest up to three quarters of their funds in
wider-range investments. These are, generally speaking, shares which are quoted on the London Stock
Exchange, and which are earning dividends.



wind up The formal process to put an end to a company. When a company is wound up its assets are
distributed. The assets go first to creditors, and then to shareholders. Shares which rank first in
sharing in the Company’s assets will receive any funds which are left over before any shares which
rank after (or behind) them.





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