Exhibit
       1

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No. 4551498



The Companies
    Act 1985
Company Limited by Shares



MITCHELLS & BUTLERS
PLC





MEMORANDUM 
and 
NEW
ARTICLES OF ASSOCIATION







One Silk Street
London EC2Y 8HQ

Telephone (44-20) 7456 2000
Facsimile (44-20) 7456 2222

Ref JLF/DYT

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COMPANY NUMBER 4551498

THE COMPANIES ACT 1985 AND 1989



COMPANY
    LIMITED BY SHARES


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RESOLUTION

OF

MITCHELLS & BUTLERS
PLC

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PASSED
26 JANUARY 2005

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AT an ANNUAL GENERAL MEETING of Mitchells & Butlers
plc, duly convened and held on 26 January 2005, the following Special Resolution
was duly passed:-

RESOLUTION

THAT,

| | during
      the period ending on the date of the Annual General Meeting in 2006 or
      on 26 April 2006, whichever is the earlier, the directors be and are hereby
      empowered to allot equity securities wholly for cash pursuant to any authority
      for the time being in force under Section 80 of the Companies Act 1985
      and within the terms of Article 14 of the Articles of Association of the
    Company:
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| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                               

B Kennedy 
Secretary

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COMPANY NUMBER 4551498

THE COMPANIES ACT 1985 AND 1989COMPANY LIMITED
BY SHARES

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RESOLUTION

OFMITCHELLS & BUTLERS
PLC

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PASSED
  26 JANUARY 2005  
 AT an ANNUAL GENERAL MEETING of Mitchells & Butlers plc, duly convened and held on 26 January 2005, the following Special Resolution was duly passed:- RESOLUTION THAT, subject
      to and in accordance with Article 11 of the Companys Articles of
      Association, the Company is hereby generally and unconditionally authorised
      to make market purchases (within the meaning of Section 163(3) of the Companies
      Act 1985) of ordinary shares of 7 1/12p
    each in the capital of the Company (ordinary shares), provided that:(i)
  The maximum
      aggregate number of ordinary shares hereby authorised to be purchased is
    52,389,740.(ii)
  The minimum
      price which may be paid for each ordinary share is 7 1/12p
    per share;(iii)
   The
       maximum price which may be paid for each ordinary share is an amount equal
       to 105 per cent of the average middle market quotations for an ordinary
       share, as derived from the London Stock Exchange Daily Official List,
       for the five business days before the day on which such share is contracted
    to be purchased; and COMPANY NUMBER 4551498 (iv)
    The
          authority hereby conferred shall expire at the conclusion of the next
          Annual General Meeting of the Company or on 26 April 2006, whichever
          is earlier (except in relation to the purchase of ordinary shares the
          contract for which was concluded before such date and which is executed
          wholly or partly after such date), unless such authority is renewed
    prior to such time. B Kennedy
Secretary


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THE COMPANIES ACT 1985

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

MITCHELLS & BUTLERS
PLC

|* | 1. | The name of the
    Company is Mitchells & Butlers PLC.                  
|- | -- | ---------------------------------------------------------------------------
|  |    |                                                                            
|  | 2. | The Company is to be a public company.                                     
|  |    |                                                                            
|  | 3. | The registered office of the Company is to be situate in England and Wales.
|  |    |                                                                            
|  | 4. | The objects for which the Company is established are:-                     

|  |                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                    | (A) | To acquire, purchase
        and take over for the purpose of amalgamation shares in Six Continents
        Retail Limited and Standard Commercial Property Development Limited,
        and their subsidiaries and subsidiary undertakings and to carry on business
        as an investment holding company and to control and co-ordinate the business
    of any companies in which the Company is for the time being interested.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                    | (B) | To acquire (whether
        by original subscription, tender, purchase, exchange, underwriting or
        otherwise and whether conditionally or otherwise) shares or stocks, debentures,
        debenture stock, bonds, obligations or any other securities issued or
        guaranteed by any other corporation constituted or carrying on business
        in any part of the world and whether or not engaged or concerned in the
        same or similar trades or occupations as those carried on by the Company
        or its subsidiaries and the debentures, debenture stock, bonds, obligations
        or any other security issued or guaranteed by any government, sovereign
        ruler, commissioner, public body or authority, whether supreme, local
        or otherwise in any part of the world and whether such shares, stocks,
        debentures, debenture stocks, bonds, obligations or securities are or
        are not fully paid up and to make payments thereon as called up or in
        advance of calls or otherwise and to hold the same with a view to investment
    or to sell, exchange or otherwise dispose of the same.
|  |                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                    | (C) | To carry on all
        or any of the businesses of licensed victuallers, hotel keepers, innkeepers,
        beer-house keepers, restaurant keepers, lodging-house keepers, ice manufacturers
        and merchants, caterers and purveyors of refreshments, refreshment contractors,
        refreshment room proprietors, sugar and sweetmeat merchants, tobacconists,
        farmers, dairymen, yeast dealers, grain sellers, and dryers, timber merchants,
        brick makers, finings merchants and isinglass merchants, and leisure
        retailing business of all kinds, including carrying on the business of
        ten-pin
bowling alleys.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                    | (D) | To carry on
          the business or businesses of brewers and maltsters in all its branches,
          distillers and importers and exporters of and merchants and wholesale
          and retail dealers in and bottlers of beer, ale, porter, stout, cider,
          perry, wines, spirits and liquors of every description; and to manufacture,
          buy, sell, improve, treat, preserve, fine, aerate, mineralise, bottle
          and otherwise deal in minerals and aerated waters and other liquids
          of every description; and to produce, buy, sell and deal in malt, hops,
          grain, meal, yeast and all other materials and things capable of being
          used in connection with any such business aforesaid; and to manufacture,
          buy, sell and deal in casks, kegs, bottles and other containers of
          all kinds and plant, machines, apparatus and appliances capable of
    being used in connection with any such business as aforesaid.                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| 
|* | The Company was
        incorporated on 2 October 2002, under the name Hackplimco (No. 111) public
        limited company. The name was changed to Mitchells & Butlers PLC
        on 4 February 2003, pursuant to a Special Resolution passed on that date
    pursuant to Section 28 of the Companies Act 1985.



1

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (E) | To
      grow, manufacture, buy, sell, manipulate, and deal both wholesale and retail
      in commodities, articles and things of all kinds which can conveniently
      be dealt in by the Company in connection with any of its objects.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (F) | To
      carry on any other business which may seem to the Company capable of being
      conveniently carried on in connection with any of the above businesses or
      objects, or calculated directly or indirectly to enhance the value of or
      render profitable any of the Companys property or rights for the time
      being.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (G) | To
      carry on any of its business by or through a subsidiary or subsidiaries
      and to form or establish in any part of the world any company or companies
      for the purpose of carrying on as principal or as agent for the Company
      any business herein authorised or which may seem conducive to the Companys
      interests and to subscribe for, hold and deal with the shares of any company
      that may be so formed or established and to guarantee the due performance
      of its obligations and to transfer to any such company any part or branch
      of its business.                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (H) | To
      carry on the business of a property investment company in all its branches
      and to purchase, acquire (by purchase, lease, concession, grant, licence
      or otherwise), rent, build, construct, equip, execute, carry out, improve,
      work, develop, administer, maintain, manage or control any freehold, leasehold
      or other property and, in particular, breweries, hotels, restaurants, licensed
      premises, cafes, bars or refreshment saloons and the goodwill of any business
      carried on therein and the stock-in-trade, plant, machinery or effects thereof
      or thereupon, whether the same be required for the purposes of the Company
      or for sale or hire to or in return for any consideration from any other
      company or persons and to contribute to or assist in the carrying out or
      establishment, construction, maintenance, improvement, management, working,
      control or superintendence thereof respectively.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (I) | To
      purchase or otherwise acquire for any estate or interest any property or
      assets or any concessions, licences, grants, patents, trade marks or other
      exclusive or non-exclusive rights of any kind which may appear to be necessary
      or convenient for any business of the Company, and to develop and turn to
      account and deal with the same in such manner as may be thought expedient,
      and to make experiments and tests and to carry on all kinds of research
      work.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (J) | To
      borrow and 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 by mortgages and charges upon the undertaking and all or any
      of the property and assets (present and future) and the uncalled capital
      of the Company, or by the creation and issue on such terms and conditions
      as may be thought expedient of debentures, debenture stock or other securities
      of any description.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (K) | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (L) | To
        amalgamate or enter into partnership or any joint purpose or profit/loss-sharing
        arrangement with and to co-operate in any way with or assist or subsidise
        any company, firm or person, and to purchase or otherwise acquire and
        undertake
      all or any part of the business,
      property and liabilities of any person, body or company carrying on any
        business which this Company is authorised to carry on or possessed of
        any
      property suitable for the purposes of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                         

2

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| | (M) | To
      promote or concur in the promotion of any company, the promotion of which
      shall be considered desirable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (N) | To
      pay all preliminary expenses of the Company and any company promoted by
      the Company or any company in which this Company is or may contemplate being
      interested, including in such preliminary expenses all or any part of the
      costs and expenses of owners of any business or property acquired by the
      Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (O) | To
      advance, lend or deposit money or give credit to or with any company, firm
      or person on such terms as may be thought fit and with or without security.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (P) | To
      issue any securities which the Company has power to issue for any other
      purpose by way of security or indemnity or in satisfaction of any liability
      undertaken or agreed to be undertaken by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (Q) | To
      lend money and to guarantee or provide security (whether by personal covenant
      or by mortgage or charge) for the performance of the contracts or obligations
      of any company, firm or person, and the payment and repayment of the capital
      and principal of, and dividends, interest or premiums payable on, any stock,
      shares and securities of any company, whether having objects similar to
      those of the Company or not, and to give all kinds of indemnities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (R) | To
      sell, lease, grant licenses, easements and other rights over, 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 stocks, shares or securities
      of any other company whether fully or partly paid up.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (S) | To
      procure the registration or incorporation of the Company in or under the
      laws of any place outside England.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (T) | 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 be considered likely directly or indirectly to further the objects
      of the Company or the interest of its members.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (U) | To
      grant pensions or gratuities to any employees or ex-employees and to officers
      and ex-officers (including Directors and ex-Directors) of the Company or
      its predecessors in business, or the relations, connections or dependants
      of any such persons, and to establish or support associations, institutions,
      clubs, funds and trusts which may be considered calculated to benefit any
      such persons or otherwise advance the interests of the Company or of its
      members, and to establish and contribute to any scheme for the purchase
      by trustees of shares in the Company to be held for the benefit of the Companys
      employees, and to lend money to the Companys employees to enable them
      to purchase shares of 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (V) | (i)
        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 (ii) 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 purposes of this clause holding company and subsidiary
      undertaking shall have the same meanings as in the Companies Act
      1985.

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|                                                                                                                                                                                                                                                                                                                                                                                                                                          | (W)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | To
      distribute among members of the Companyin
      specieor otherwise,
      by way of dividend or bonus or by way of reduction of capital, all or any
      of the property or assets of the Company, or any proceeds of sale or other
      disposal of any property or assets of the Company, with and subject to any
      incident authorised and consent required by law.
|                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                          | (X)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | To
        do all or any of the things and matters aforesaid in any part of the
        world, and either as principals, agents, contractors, trustees or otherwise,
      and either alone or in conjunction with others.                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                          | (Y)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | To
      do all such other things as may be considered to be incidental or conducive
      to the above objects or any of them.                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      
|And
      it is hereby declared that the objects of the Company as specified in each
      of the foregoing paragraphs of this clause (except only if and so far as
      otherwise expressly provided in any paragraph) shall be separate and distinct
      objects of the Company and shall not be in anywise limited by reference
      to any other paragraph or the order in which the same occur or the name
      of the Company.
|                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      
|5.                                                                                                                                                                                                                                                                                                                                                                                                                                        | The
      liability of the members is limited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      
|6.                                                                                                                                                                                                                                                                                                                                                                                                                                        | The
      share capital of the Company is £50,000 divided into 50,000 shares
      of £1 each.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      
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|1                                                                                                                                                                                                                                                                                                                                                                                                                                         | By
      Ordinary and Special Resolutions passed on 6 February 2003 the existing
      authorised share capital of the Company was subdivided into 5,000,000 shares
      of 1 penny each and the share capital of the Company was increased to £10,000,050,000
      divided into 999,999,999,998 Ordinary Shares of 1 penny each, 2 Redeemable
      Shares of 1 penny each and 1 Redeemable Preference Share of £50,000.                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                          | By
        Ordinary and Special Resolutions passed on 9 April 2003 the existing
        authorised share capital of the Company was further increased to £10,000,088,384.02
        by the creation of an additional 3,838,402 Ordinary Shares of 1 penny
        each and all issued and unissued Ordinary Shares of 1 penny each were
        subsequently consolidated into Ordinary Shares of £4.20 each, resulting
        in an existing authorised share capital of £10,000,088,384.02,
        divided into 2 Redeemable Deferred Shares of 1 penny each, 1 Redeemable
        Preference Share of £50,000 and 2,380,961,520 Ordinary Shares of £4.20
      each.
|                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                          | By
        Special Resolution passed on 9 April 2003 each issued and unissued authorised
        ordinary share in the capital of the Company at 12.01 a.m. on 13 April
        2003 was sub-divided into 4,200 Ordinary Shares of 0.1 penny each and
        every 4,956 such Ordinary Shares of 0.1 penny each were then consolidated
        into 1 Ordinary Share of £4.956 each, resulting in an authorised
        share capital of £10,000,088,384.02 divided into 2 Redeemable Deferred
        Shares of 1 penny each, 1 Redeemable Preference Share of £50,000
      and 2,017,764,000 Ordinary Shares of £4.956 each.                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                          | By
        Order of the High Court of Justice dated 14 April 2003 the capital of
        the Company was reduced to £100,938,200.02 divided into 2 Redeemable
        Deferred Shares of 1 penny each, 1 Redeemable Preference Share of £50,000
      and 2,017,764,000 Ordinary Shares of 5 pence each.                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                          | By
        Ordinary Resolution passed on 10 December 2003, the existing share capital
        was subdivided into 121,065,840,000 shares of 1/12 of 1 penny.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                          | By
        Ordinary Resolution passed on 1 December 2003, the 121,065,840,000 ordinary
        shares of 1/12 of 1 penny were consolidated into 1,424,304,000 ordinary shares of 7 1/12p resulting in total authorised
      share capital of £100,938,200.02 being 1,424,304,000 ordinary shares
      of 7 1/12p, one redeemable preference share of
      £50,000 and two redeemable deferred shares of 1p each.                                                                                                                                                                                                                                                      

4

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We,
  the Subscribers to this Memorandum of Association wish to be formed into a Company
  pursuant to this Memorandum; and we agree to take the number of Shares shown
  opposite our respective names.

|  |                                          |  |                                                
|- | ---------------------------------------- |  | -----------------------------------------------
|  | Names
      and Addresses of Subscribers |  | Number
      of Shares taken by each Subscriber
|  |                                          |  |                                                
|1 | Hackwood
      Directors Limited         |  | One                                            
|  | One
      Silk Street                    |  |                                                
|  | London                                   |  |                                                
|  | EC2Y
      8HQ                           |  |                                                
|  |                                          |  |                                                
|  |                                          |  |                                                
|  | Mark
      Jackson                       |  |                                                
|  |                                          |  |                                                
|  | For and on behalf
      of               |  |                                                
|  | Hackwood Directors
      Limited         |  |                                                
|  |                                          |  |                                                
|2 | Hackwood Secretaries
      Limited       |  | One                                            
|  | One Silk Street                          |  |                                                
|  | London                                   |  |                                                
|  | EC2Y 8HQ                                 |  |                                                
|  |                                          |  |                                                
|  |                                          |  |                                                
|  | Mark
      Jackson                       |  |                                                
|  |                                          |  |                                                
|  | For and on behalf
      of               |  |                                                
|  | Hackwood Secretaries
      Limited       |  |                                                
|  |                                          |  |                                                
|  | Total
      Shares Taken:                |  | Two                                            
|  |                                          |  |                                                

DATED: 30 September 2002

Witnessto
  the above Signatures:-

J. DAVIES

One Silk Street
  London
  EC2Y 8HQ

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Back to Index

The
  Companies Act 1985

COMPANY
  LIMITED BY SHARES

Articles
  of Association

Adopted
  by Special Resolution passed on 9 April 2003.

of

MITCHELLS & BUTLERS
  PLC*

Preliminary

|1 | The
      regulations in Table A in The Companies (Tables A to F) Regulations 1985
      and in any Table A applicable to the Company under any former enactment
      relating to companies shall not apply to the Company.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                             
|2 | In
      these Articles (if not inconsistent with the subject or context) the words
      and expressions set out in the first column below shall bear the meanings
      set opposite to them respectively:                
|  |                                                                                                                                                                                                                             
|  | The
      Act means
      The Companies Act 1985 as amended by the Companies Act 1989.                                                                                                                                    
|  |                                                                                                                                                                                                                             
|  | These
      Articles
      means these Articles of Association as from time to time altered.                                                                                                                              
|  |                                                                                                                                                                                                                             
|  | The
      Auditors
      means the auditors for the time being of the Company.                                                                                                                                            
|  |                                                                                                                                                                                                                             
|  | London
      Stock Exchange
      means London Stock Exchange plc.                                                                                                                                                        
|  |                                                                                                                                                                                                                             
|  | Month
      means calendar month.                                                                                                                                                                                         
|  |                                                                                                                                                                                                                             
|  | Office
      means the registered office of the Company for the time being.                                                                                                                                               
|  |                                                                                                                                                                                                                             
|  | Operator
      means CRESTCo Limited or such other person as may for the time being be
      approved by H.M. Treasury as Operator under the Regulations.                                                                 
|  |                                                                                                                                                                                                                             
|  | Operator-instruction
      means a properly authenticated dematerialised instruction attributable to
      the Operator.                                                                                                  
|  |                                                                                                                                                                                                                             
|  | paid
      means paid or credited as paid.                                                                                                                                                                                
|  |                                                                                                                                                                                                                             
|  | participating
      security
      means a security title to units of which is permitted by the Operator to
      be transferred by means of a relevant system.                                                           
|  |                                                                                                                                                                                                                             
|  | Register
      means the register of members of the Company.                                                                                                                                                              
|  |                                                                                                                                                                                                                             
|  | The
      Regulations
      means the Uncertificated Securities Regulations 2001.                                                                                                                                         
|  |                                                                                                                                                                                                                             
|  | relevant
      system means
      a computer-based system, and procedures, which enable title to units of
      a security to be evidenced and transferred without a written instrument
      pursuant to the Regulations.
|  |                                                                                                                                                                                                                             
| 
|* | The
      name of the Company was changed from Hackplimco (No. 111) public limited
      company to Mitchells & Butlers PLC on 4 February 2003, pursuant to a
      Special Resolution passed on that date.                 

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| | Seal
      means the Common Seal of the Company.                                                                                                                                                                                                                                                                                                                                                                             
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Securities
      Seal
      means the official seal kept by the Company by virtue of Section 40 of the
      Act.                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Statutes
      means the Act, the Regulations and every other statute for the time being
      in force concerning companies and affecting the Company.                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Transfer
      Office
      means the place where the Register is situated for the time being.                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | The
      United Kingdom
      means Great Britain and Northern Ireland.                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | UK
      Listing Authority
      means the Financial Services Authority in its capacity as competent authority
      under the Financial Services and Markets Act 2000.                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | in
      writing
      means written or produced by any substitute for writing or partly one and
      partly another.                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Year
      means calendar year.                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | The
      expression address
      shall include, in relation to electronic communication, any number or address
      (including in the use of any Uncertificated Proxy Instruction permitted
      under Article 78, an identification number of a participant in the relevant
      system) used for the purpose of such communication.                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | The
      expressions communication
      and electronic
      communication
      shall have the same respective meanings as in the Electronic Communications
      Act 2000, the latter including, without limitation, e-mail, facsimile, CD-Rom,
      audio tape and telephone transmission and (in the case of electronic communication
      by the Company in accordance with Article 67) publication on a web site.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Consent
      in relation to the holders of any particular class of shares shall mean
      the consent or sanction of such holders given in accordance with the provisions
      of Article 6 of these presents relating to Variation of Rights.                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | The
      expressions debenture
      and debenture
      holder
      shall respectively include debenture
      stock
      and debenture
      stockholder.                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | The
      expression Director
      shall include all the directors of the Company.                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | The
      expression Group
      in relation to moneys borrowed means the Company and its subsidiary undertakings
      for the time being.                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Moneys
      borrowed
      shall be deemed to include (to the extent that the same would not otherwise
      fall to be taken into account):                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (i)                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                          

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| |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (iv)                                      | the
      nominal amount of any paid-up share capital, except ordinary share capital,
      of a subsidiary which is not for the time being beneficially owned by the
      Company or a subsidiary;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (v)                                       | the
      aggregate amount owing by any member of the Group under finance leases (as
      determined in accordance with any then current Financial Reporting Standard
      or otherwise in accordance with United Kingdom generally accepted accounting
      principles but excluding leaseholds of immovable property);                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (vi)                                      | the
      principal amount of any book debts of any member of the Group which have
      been sold or agreed to be sold, to the extent that any member of the Group
      is for the time being liable to indemnify or reimburse the purchaser in
      respect of any non-payment in respect of such book debts; and                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (vii)                                     | any
      part of the purchase price of any movable or immovable assets acquired by
      any member of the Group, the payment of which is deferred beyond the date
      of completion of the conveyance, assignment or transfer of the legal estate
      to such assets or, if no such conveyance, assignment or transfer is to take
      place within six months after the date on which the contract for such purchase
      is entered into or (if later) becomes unconditional, beyond that date;                                                                                                                                                                                                                               
| |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | but
      shall be deemed not to include:
| |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (viii)                                    | a proportion
      of the moneys borrowed by any partly-owned subsidiary otherwise than from
      the Company or a subsidiary equal to the proportion of its ordinary share
      capital not directly or indirectly attributable to the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (ix)                                      | amounts
      borrowed and falling to be taken into account as moneys borrowed pending
      their application for the purpose of repaying the whole or any part of the
      other moneys borrowed provided that they are so applied within six months
      of being so borrowed;                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (x)                                       | amounts
      borrowed by the Company or any subsidiary to finance any contract for the
      sale of goods in respect of which any part of the price receivable is guaranteed
      by the Export Credit Guarantee Department of the Board of Trade or any institution
      carrying on similar business to the extent of that part of the contract
      price guaranteed notwithstanding that such amount is secured by a pledge
      or charge on the interest in such contract or the underlying goods or bills
      of exchange or the negotiable instruments drawn or made in connection therewith
      or the interest in any letters of credit issued or guarantee or indemnity
      or security held in relation thereto;
| |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (xi)                                      | all
      sums (whether or not carrying interest) deposited with the Company or with
      any subsidiary by tenants or managers of premises owned by any such company
      by way of earnest or security for the performance by such tenants or managers
      of their obligations or by loan clubs or by similar associations;                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                           | and
      so that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (xii)                                     | no amount
      shall be taken into account more than once in the same calculation but subject
      thereto (i) to (xii) above shall be read cumulatively;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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| | (xiii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | moneys borrowed shall
      be offset by cash and cash equivalence as determined in accordance with
      any then current Financial Reporting Standards or otherwise in accordance
      with United Kingdom generally accepted accounting principles; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (xiv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | in determining the
      amount of any debentures or other moneys borrowed or of any share capital
      for the purpose of this paragraph there shall be taken into account the
      nominal or principal amount thereof (or, in the case of partly-paid debentures
      or shares, the amount for the time being paid up thereon) together with
      any fixed or minimum premium payable on final redemption or repayment Provided
      that if moneys are borrowed or shares are issued on terms that they may
      be repayable or redeemable (or that any member of the Group may be required
      to purchase them) earlier than their final maturity date (whether by exercise
      of an option on the part of the issuer or the creditor (or a trustee for
      the creditor) or the shareholder, by reason of a default or for any other
      reason) at a premium or discount to their nominal or principal amount then
      there shall be taken into account the amount (or the greater or greatest
      of two or more alternative amounts) which would, if those circumstances
      occurred, be payable on such repayment, redemption or purchase at the date
      as at which the calculation is being made.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | The
      expression officer
      shall include a Director, manager and the Secretary, but shall not include
      an auditor.                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | The
      expressions recognised
      clearing house
      and recognised
      investment exchange
      shall mean any clearing house or investment exchange (as the case may be)
      granted recognition under the Financial Services and Markets Act 2000.                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | The
      expression Secretary
      shall include any person appointed by the Directors to perform any of the
      duties of the Secretary including, but not limited to, a joint, assistant
      or deputy Secretary.                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Share
      capital and consolidated reserves
      shall mean at any time a sum equal to the aggregate of reserves, as shown
      by the relevant balance sheet, of the amount paid up on the issued or allotted
      share capital of the Company and the amount standing to the credit of the
      reserves (including the profit and loss account and any share premium account
      or capital redemption reserve) of the Company and its subsidiary undertakings
      included in the consolidation in the relevant balance sheet but after:
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | adding back any debit
      balance on profit and loss account or on any other reserve;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | excluding any amount
      taken directly to reserves for taxation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | making such adjustments
      as may be appropriate in respect of any variation in the amount of such
      paid up share capital and/or any such reserves (other than profit and loss
      account) subsequent to the date of the relevant balance sheet and so that
      for this purpose if any issue or proposed issue of shares by the Company
      for cash has been underwritten then such shares shall be deemed to have
      been issued and the amount (including any premium) of the subscription moneys
      payable in respect thereof (not being moneys payable later than six months
      after the date of allotment) shall to the extent so underwritten be deemed
      to have been paid up on the date when the issue of such shares was underwritten
      (or, if such underwriting was conditional, on the date when it became unconditional);                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | making such adjustments
        as may be appropriate in respect of any distribution declared, recommended
        or made by the Company or its subsidiary undertakings (to
      the extent not attributable directly or indirectly to the Company) out
        of profits earned up to and including the date of the relevant balance
        sheet
      to the extent that such distribution is not provided for in such balance
      sheet;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                       | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | making
      such adjustments as may be appropriate in respect of any variation in the
      interests of the Company in its subsidiary undertakings (including a variation
      whereby an undertaking becomes or ceases to be a subsidiary undertaking)
      since the date of the relevant balance sheet;                             
|                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                       | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | if the
      calculation is required for the purposes of or in connection with a transaction
      under or in connection with which any undertaking is to become or cease
      to be a subsidiary undertaking of the Company, making all such adjustments
      as would be appropriate if such transaction had been carried into effect;
|                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                       | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | excluding
      minority interests in subsidiary undertakings to the extent not already
      excluded.                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                       | For
      the purpose of this definition, the relevant
      balance sheet
      means, as at the date of the adoption of these Articles, the latest audited
      consolidated balance sheet of Six Continents PLC and its subsidiary undertakings,
      until the audited accounts for the Company and its subsidiary undertakings
      for the period ended 30 September 2003 are published, and from that date
      the relevant balance sheet shall be the latest audited consolidated balance
      sheet dealing with the state of affairs of the Company and (with or without
      exceptions) its subsidiary undertakings.
|                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                            
|The
      expression shareholders
      meeting
      shall include both a General Meeting and a meeting of the holders of any
      class of shares of the Company.                                                                                                                               
|                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                            
|For
      the purposes of this definition:                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                            
|(i)                                                                                                                                                                                                                                                                                                    | capital
      allotted shall be treated as issued and any capital already called up or
      payable at any fixed future date shall be treated as already paid up, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                            
|(ii)                                                                                                                                                                                                                                                                                                   | any
      company which it is proposed shall become a subsidiary shall be treated
      as if it had already become a subsidiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                            
|All
      such provisions of these Articles as are applicable to paid-up shares shall
      apply to stock, and the words share
      and shareholder
      shall be construed accordingly.                                                                                                       
|                                                                                                                                                                                                                                                                                                      
|Words
      denoting the singular shall include the plural and vice versa. Words denoting
      the masculine shall include the feminine. Words denoting persons shall include
      bodies corporate and unincorporated associations.                                                                
|                                                                                                                                                                                                                                                                                                      
|References
      to any statute or statutory provision shall be construed as relating to
      any statutory modification or re-enactment thereof for the time being in
      force.                                                                                                                  
|                                                                                                                                                                                                                                                                                                      
|Subject
      as aforesaid any words or expressions defined in the Act or the Regulations
      shall (if not inconsistent with the subject or context) bear the same meanings
      in these Articles.                                                                                               
|                                                                                                                                                                                                                                                                                                      
|A
      Special or Extraordinary Resolution shall be effective for any purpose for
      which an Ordinary Resolution is expressed to be required under any provision
      of these Articles.                                                                                                        
|                                                                                                                                                                                                                                                                                                      
|References
      herein to a share (or to a holding of shares) being in uncertificated form
      or in certificated form are references, respectively, to that share being
      an uncertificated unit of a security or a certificated unit of a security
      for the purposes of the Regulations.

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Share
  Capital

|3   | Amount
      of Share Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The share
      capital of the Company at the date of adoption of these Articles is £10,000,088,384.02
      divided into 2,380,961,520 ordinary shares of £4.20 each (Ordinary
      Shares),
      two Redeemable Deferred Shares of 1 penny each (Redeemable
      Deferred Shares)and
      one Redeemable Preference Share of £50,000 (Redeemable
      Preference Share
	  ).1The Ordinary
      Shares will have attached thereto the rights and privileges and be subject
      to the limitations and restrictions specified in this Article 3. The Redeemable
      Deferred Shares will have attached thereto the rights and privileges and
      be subject to the limitations and restrictions specified in Article 4. The
      Redeemable Preference Share will have attached thereto the rights and privileges
      and be subject to the limitations and restrictions specified in Article
      5.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.1 | Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Subject
      to the rights attached to any other share or class of share, the holders
      of Ordinary Shares shall be entitled to be paid any profits of the Company
      available for distribution and determined to be paid by the Directors rateably
      according to the amounts paid up on such shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.2 | Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On a
      return of capital on winding up or otherwise (except on redemption in accordance
      with the terms of issue of any share, or purchase by the Company of any
      share or on a capitalisation issue and subject to the rights of any other
      class of shares that may be issued) after paying such sums as may be due
      in priority to holders of any other class of shares in the capital of the
      Company, any further such amount shall be paid to the holders of the Ordinary
      Shares rateably according to the amounts paid up or credited as paid up
      in respect of each Ordinary Share.                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.3 | Voting
      at General Meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The holders
      of Ordinary Shares shall be entitled, in respect of their holdings of such
      shares, to receive notice of general meetings and to attend, speak and vote
      at such meetings in accordance with these Articles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4   | Redeemable
      Deferred Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The rights
      attaching to the Redeemable Deferred Shares shall be as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.1 | the holders
      of Redeemable Deferred Shares shall not by virtue of or in respect of their
      holdings of Redeemable Deferred Shares have the rights to receive notice
      of any general meetings of the Company nor the right to attend, speak or
      vote any such general meeting;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|1 | By Special
      Resolution passed on 9 April 2003 each issued and unissued authorised ordinary
      share in the capital of the Company at 12.01 a.m. on 13 April 2003 was sub-divided
      into 4,200 Ordinary Shares of 0.1 penny each and every 4,956 such Ordinary
      Shares of 0.1 penny each were then consolidated into 1 Ordinary Share of
      £4.956 each, resulting in an authorised share capital of £10,000,088,384.02
      divided into 2 Redeemable Deferred Shares of 1 penny each, 1 Redeemable
      Preference Share of £50,000 and 2,017,764,000 Ordinary Shares of £4.956
      each.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  | By Order
      of the High Court of Justice dated 14 April 2003 the capital of the Company
      was reduced to £100,938,200.02 divided into 2 Redeemable Deferred
      Shares of 1 penny each, 1 Redeemable Preference Share of £50,000 and
      2,017,764,000 Ordinary Shares of 5 pence each.                                                                                                                                                                                                                                                                                                                

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|4.2 | the
        Redeemable Deferred Shares shall not entitle their holders to receive
        any dividends or other distribution or to participate in any way in the
    income or profits of the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.3 | the Redeemable
        Deferred Shares shall on the return of assets in a winding up entitle
        the holders only to the repayment of the amount that is paid up on such
        shares
after repayment of the capital paid on Ordinary Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.4 | save as aforesaid,
        the holders of the Redeemable Deferred Shares shall have no interest
    or right to participate in the assets of the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.5 | the Company shall
        have an irrevocable authority at any time after the adoption of this
        Article, subject to the provisions of the Act, to redeem the Redeemable
        Deferred Shares at their nominal amount at any time specified by either
        the Directors or the holders of the Redeemable Deferred Shares provided
        always that if the Company shall at any time be unable in compliance
        with the provisions of the Act to redeem the Redeemable Deferred Shares
        on the date specified by the Directors of the Company or by the holders
        of the Redeemable Deferred Shares then the Company shall redeem such
        shares as soon as it is able to comply with such provisions of the Act;
    and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.6 | subject to the
        provisions of the Act, any notice of redemption served shall specify
        the date fixed for redemption and upon such date the holders of the Redeemable
        Deferred Shares shall be bound to present the certificate in respect
        thereof in order that the same may be cancelled. Upon such delivery the
        Company shall pay to such holders the amount due to them in respect of
    such redemption.                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5   | Redeemable
    Preference Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The rights attaching
    to the Redeemable Preference Share shall be as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.1 | the Redeemable
        Preference Share shall carry no rights to receive any of the profits
    of the Company available for distribution by way of dividend or otherwise;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.2 | if there is a
        return of capital on winding-up or otherwise the assets of the Company
        available for distribution among the members shall be applied first in
        repaying in full the holder of the Redeemable Preference Share the amount
    paid up on such share;                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.3 | except as provided
        above the Redeemable Preference Share shall not carry any right to participate
    in profits or assets of the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.4 | subject to the
        provisions of the Act, the Company may redeem the Redeemable Preference
        Share at its nominal amount at any time specified by either the Directors
        or the holder of the Redeemable Preference Share provided always that
        if the Company shall at any time be unable in compliance with the provisions
        of the Act to redeem the Redeemable Preference Share on the date specified
        by the Directors of the Company or by the holder of the Redeemable Preference
        Share then the Company shall redeem such share as soon as it is able
    to comply with such provisions of the Act;                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.5 | subject to the
        provisions of the Act, any notice of redemption served shall specify
        the date fixed for redemption and upon such date the holder of the Redeemable
        Preference Share shall be bound to present the certificate in respect
        thereof in order that the same may be cancelled. Upon such delivery the
        Company shall pay to such holder the amount due to him in respect of
    such redemption;                                                                                                                                                                                                                                                                                                               

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|5.6 | the
        holder of the Redeemable Preference Share shall not be entitled to receive
        notice of or attend and vote at any General Meeting of the Company unless
    a resolution is to be proposed:
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                             
|    | 5.6.1                                                                                                                                                                                                       
|    |                                                                                                                                                                                                             
|    | 5.6.2                                                                                                                                                                                                       

|                       
|-----------------------
|Variation
    of Rights
|                       
|6                      
|                       
|                       
|                       
|7                      
|                       
|                       
|                       
|                       
|                       
|8                      
|                       
|                       
|                       
|9                      
|                       
|                       
|                       

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|9.1 | Consolidate and
        divide all or any of its share capital into shares of larger amount than
    its existing shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9.2 | Cancel any shares
        which, at the date of the passing of the resolution, have not been taken,
        or agreed to be taken, by any person and diminish the amount of its capital
    by the amount of the shares so cancelled;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9.3 | Sub-divide its
        shares, or any of them, into shares of smaller amount than is fixed by
        the Memorandum of Association (subject, nevertheless, to the provisions
        of the Statutes), and so that the resolution whereby any share is sub-divided
        may determine that, as between the holders of the shares resulting from
        such subdivision, one or more of the shares may, as compared with the
        others, have any such preferred, deferred or other special rights, or
        be subject to any such restrictions, as the Company has power to attach
    to unissued or new shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10  | Proceeds
    of consolidation and subdivision                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Whenever as a
        result of a consolidation or subdivision of shares any members would
        become entitled to fractions of a share, the Directors may, on behalf
        of those members, sell the shares representing the fractions for the
        best price reasonably obtainable to any person (including, subject to
        the provisions of the Act, the Company) and distribute the net proceeds
        of sale in due proportion among those members, and the Directors may
        authorise some person to transfer the shares to, or in accordance with
        the directions of, the purchaser. The transferee shall not be bound to
        see to the application of the purchase money nor shall his title to the
        shares be affected by any irregularity in or invalidity of the proceedings
        in reference to the sale. So far as the Statutes allow, the Directors
        may treat shares of a member in certificated form and in uncertificated
        form as separate holdings in giving effect to subdivisions and/or consolidations
        and may cause any shares arising on consolidation or subdivision and
        representing fractional entitlements to be entered in the Register as
        shares in certificated form where this is desirable to facilitate the
    sale thereof.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|11  | Purchase
    of own shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Subject
        to the provisions of the Statutes, the Company may purchase, or may enter
        into a contract under which it will or may purchase, any of its own shares
        (including any redeemable shares). Every contract for the purchase by
        the Company of, or under which it may become entitled or obliged to purchase,
        its own shares shall, in addition to such authorisation as may be required
        by the Statutes, be sanctioned by an Extraordinary Resolution passed
        at a separate General Meeting of the holders of each class of shares
    in issue convertible into equity share capital of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|12  | Reduction
    of capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Company
        may reduce its share capital or any capital redemption reserve, share
        premium account or other undistributable reserve in any manner and with
    and subject to any incident authorised and consent required by law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|Shares
|------
|      
|13    
|      
|      
|      
|14    
|      
|14.1  
|      
|14.2  
|      
|14.3  
|      
|      
|      
|      
|      
|      
|      
|14.4  
|      
|14.5  
|      
|      

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|     | 14.5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Allotment
            Period means
            the period ending at the conclusion of the next Annual General Meeting
            or 15 months from the date of passing the resolution, whichever is
            the earlier, or any other period (not exceeding five years on any
            occasion) for which the authority conferred by this Article 14 is
            renewed or extended by Resolution of the Company in General Meeting
    stating the Section 80 Amount for such period;
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | 14.5.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Section
            80 Amount shall
            for the first Allotment Period be an aggregate nominal amount not
            exceeding an amount equal to one third of the Ordinary Shares in
            issue at the beginning of
the Allotment Period;                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | 14.5.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the nominal amount
        of any securities shall be taken to be, in the case of rights to subscribe
        for or to convert any securities into shares of the Company, the nominal
    amount of such shares which may be allotted pursuant to such rights.                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|15   | Commission
    on issue of shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | The
        Company may exercise the powers of paying commissions conferred by the
        Statutes to the full extent thereby permitted. The Company may also on
    any issue of shares pay such brokerage as may be lawful.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|16   | Renunciation
    of allotment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | The
        Directors may at any time after the allotment of any share but before
    any person has been entered in the Register as the holder:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|16.1 | recognise
        a renunciation thereof by the allottee in favour of some other person
        and may accord to any allottee of a share a right to effect such renunciation;
    and/or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|16.2 | allow
        the rights represented thereby to be one or more participating securities,
        in each case upon and subject to such terms and conditions as the Directors
    may think fit to impose.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|17   | Trust
    etc. interests not recognised                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | Except
        as required by law, no person shall be recognised by the Company as holding
        any share upon any trust, and the Company shall not be bound by or compelled
        in any way to recognise any equitable, contingent, future or partial
        interest in any share, or any interest in any fractional part of a share,
        or (except only as by these Articles or by law otherwise provided) any
        other right in respect of any share, except an absolute right to the
    entirety thereof in the registered holder.                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|18   | Right
    to refuse registration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | The
          Directors may in their absolute discretion and without assigning any
          reason therefor refuse
        to register any transfer of shares (not being fully-paid shares) provided
        that, where any such shares are admitted to the Official List maintained
        by the UK Listing Authority, such discretion may not be exercised in
        such a way as to prevent dealings in the shares of that class from taking
        place on an open and proper basis. The Directors may also refuse to register
        an allotment or transfer of shares (whether fully-paid or not) in favour
        of more than four persons jointly. If the Directors refuse to register
    an allotment or transfer they shallwithin
    two months after the date on which the letter of allotment or transfer was
    lodged with the Company send to the allottee or transferee notice of the
    refusal.

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Evidence
    of Title to Securities                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                
|19 | Nothing in these
        Articles shall require title to any securities of the Company to be evidenced
        or transferred by a written instrument, the regulations from time to
        time made under the Statutes so permitting. The Directors shall have
        power to implement any arrangements which they may think fit for such
    evidencing and transfer which accord with those regulations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Share
    Certificates                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                

|20   | Issue
    of share certificate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | Every share certificate shall be executed by the Company in such manner as the Directors may decide (which may include use of the Seal or the Securities Seal (or, in the case of shares on a branch register, an official seal for use in the relevant territory) and/or manual or facsimile signatures by one or more Directors) and shall specify the number and class of shares to which it relates and the amount paid up thereon. No certificate shall be issued representing shares of more than one class. No certificate shall normally be issued in respect of shares held by a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|21   | Joint
    Holder                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | In the case of a share held jointly by several persons in certificated form the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of the joint holders shall be sufficient delivery to all.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|22   | Timing
    of issue of share certificate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | Any person (subject as aforesaid) whose name is entered in the Register in respect of any shares in certificated form of any one class upon the issue or transfer thereof shall be entitled without payment to a certificate therefor (in the case of issue) within one month (or such longer period as the terms of issue shall provide) after allotment or (in the case of a transfer of fully-paid shares) within 14 days after lodgment of a transfer or (in the case of a transfer of partly-paid shares) within two months after lodgment of a transfer.                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|23   | Balance
    certificate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | Where some only of the shares comprised in a share certificate are transferred, the old certificate shall be cancelled and, to the extent that the balance is to be held in certificated form, a new certificate for the balance of such shares issued in lieu without charge.                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|24   | Replacement of share certificates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|24.1 | Any two
      or more certificates representing shares of any one class held by any member
      may at his request be cancelled and a single new certificate for such shares
    issued in lieu without charge.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|24.2 | If
        any member shall surrender for cancellation a share certificate representing
        shares held by him and request the Company to issue in lieu two or more
        share certificates representing such shares in such proportions as he
        may specify, the Directors may, if they think fit, comply with such request.                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|24.3 | If
        a share certificate shall be damaged or defaced or alleged to have been
        lost, stolen or destroyed, a new certificate representing the same shares
        may be issued to the holder upon request subject to delivery up of the
        old certificate or (if alleged to have been lost, stolen or destroyed)
        compliance with such conditions as to evidence and indemnity and the
        payment of any exceptional out-of-pocket expenses of the Company in connection
        with the request as the Directors may think fit.                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|24.4 | In the
      case of shares held jointly by several persons any such request may be
    made by any one of the joint holders.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | Calls
    on Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|25   | Power
    to make calls                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | The Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or, when permitted, by way of premium) but subject always to the terms of allotment of such shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|26   | Liability
    for calls                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | Each member shall (subject to receiving at least 14 days notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified, the amount called on his shares. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. A call may be revoked or postponed as the Directors may determine.                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|27   | Interest
    on overdue amounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding 3 per cent per annum above the base rate for the time being of Barclays Bank PLC on the date on which payments are made to the Company) as the Directors determine but the Directors shall be at liberty in any case or cases to waive payment of such interest wholly or in part.                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|28   | Other
    sums due on shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of allotment of a share becomes payable upon allotment or at any fixed date shall for all the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of allotment the same becomes payable. In case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

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|29   | Power
    to differentiate between holders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | The Directors may on the allotment of shares differentiate between the holders as to the amount of calls to be paid and the times of payment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|30   | Payment
    of calls in advance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | The Directors may if they think fit receive from any member willing to advance the same all or any part of the moneys (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by him and such payment in advance of calls shall extinguishpro tantothe liability upon the shares in respect of which it is made and upon the money so received (until and to the extent that the same would but for such advance become payable) the Company may pay interest at such rate (not exceeding 3 per cent per annum above the base rate for the time being of Barclays Bank PLC on the date on which payments are made to the Company) as the member paying such sum and the Directors may agree.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Forfeiture
    and Lien                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|31   | Notice
    on failure to pay a call                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|31.1 | If a
      member fails to pay in full any call or instalment of a call on or before
      the due date for payment thereof, the Directors may at any time thereafter
      serve a notice on him requiring payment of so much of the call or instalment
      as is unpaid together with any interest which may have accrued thereon
    and any expenses incurred by the Company by reason of such non-payment.                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|31.2 | The notice
      shall name a further day (not being less than seven days from the date
      of service of the notice) on or before which and the place where the payment
      required by the notice is to be made, and shall state that in the event
      of non-payment in accordance therewith the shares on which the call has
    been made will be liable to be forfeited.                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

|32 | Forfeiture
    for non-compliance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest and expenses due in respect thereof has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|33 | Disposal
    of forfeited share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | A share so forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Directors shall think fit and at any time before a sale, re-allotment or disposal the forfeiture or surrender may be cancelled on such terms as the Directors think fit. The Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such other person as aforesaid.

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|34 | Holder
    to remain liable despite forfeiture                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | A member whose shares have been forfeited or surrendered shall cease to be a member in respect of the shares (and shall, in the case of shares held in certificated form, surrender to the Company for cancellation the certificate for such shares) but shall notwithstanding the forfeiture or surrender remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of the shares with interest thereon at 3 per cent per annum above the base rate for the time being of Barclays Bank PLC on the date on which payments are made to the Company (or such lower rate as the Directors may determine) from the date of forfeiture or surrender until payment and the Directors may at their absolute discretion enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender or for any consideration received on their disposal or waive payment in whole or in part.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|35 | Lien
    on partly-paid shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company shall have a first and paramount lien on every share (not being a fully-paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such share and the Directors may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt wholly or partially from the provisions of this Article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|36 | Sale
    of shares subject to lien                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company may sell in such manner as the Directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of 14 days after a notice in writing stating and demanding payment of the sum presently payable and giving notice of intention to sell in default shall have been given to the holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy or otherwise by operation of law.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|37 | Proceeds
    of sale subject to lien                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The net proceeds of such sale after payment of the costs of such sale shall be applied in or towards payment or satisfaction of the amount in respect whereof the lien exists so far as the same is then payable and any residue shall, upon surrender (in the case of shares held in certificated form) to the Company for cancellation of the certificate for the shares sold and subject to a like lien for sums not presently payable as existed upon the shares prior to the sale, be paid to the person entitled to the shares at the time of the sale. For the purpose of giving effect to any such sale the Directors may authorise some person to transfer the shares sold to, or in accordance with the directions of, the purchaser.                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|38 | Evidence
    of forfeiture                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | A statutory
       declaration in writing that the declarant is a Director or the Secretary
       of the Company and that a share has been duly forfeited or surrendered
       or sold to satisfy a lien of the Company on a date stated in the declaration
       shall be conclusive evidence of the facts therein stated as against all
       persons claiming to be entitled to the share. Such declaration shall (subject
       to the making of a transfer if the same be required) constitute a good
       title to the share and the person to whom the share is sold, re-allotted
       or disposed of shall not be bound to see to the application of the consideration
       (if any) nor
      shall his title to the share be affected by any irregularity or invalidity
      in the proceedings relating to the forfeiture, surrender, sale, re-allotment
    or disposal of the share.                                                                                                

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Transfer
    of Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|39   | Form
    of transfer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|39.1 | Subject
      to the provisions of Article 19, all transfers of shares which are in certificated
      form may be effected by transfer in writing in any usual or common form
      or in any other form acceptable to the Directors and may be under hand
      only. The instrument of transfer shall be signed by or on behalf of the
      transferor and (except in the case of fully-paid shares) by or on behalf
      of the transferee. The transferor shall remain the holder of the shares
      concerned until the name of the transferee is entered in the Register in
    respect thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|39.2 | All transfers
      of shares which are in uncertificated form may, unless the Regulations
    otherwise provide, be effected by means of a relevant system.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|40   | Closure
    of Register                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|40.1 | The
        registration of transfers may be suspended at such times and for such
        periods as the Directors may from time to time determine and either generally
        or in respect of any class of shares except that, in respect of any shares
        which are participating securities, the Register shall not be closed
        without the consent of the Operator. The Register shall not be closed
        for more than 30 days in any year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|41   | Right
    to refuse registration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|41.1 | The Directors
      may decline to recognise any instrument of transfer relating to shares
      in certificated form unless the instrument of transfer is in respect of
      only one class of share and is lodged at the Transfer Office accompanied
      by the relevant share certificate(s) and such other evidence as the Directors
      may reasonably require to show the right of the transferor to make the
      transfer (and, if the instrument of transfer is executed by some other
      person on his behalf, the authority of that person so to do), provided
      that, where any such shares are admitted to the official list maintained
      by the UK Listing Authority, such discretion may not be exercised in such
      a way as to prevent dealings in the shares of that class from taking place
      on an open and proper basis. In the case of a transfer of shares in certificated
      form by a recognised clearing house or a nominee of a recognised clearing
      house or of a recognised investment exchange the lodgment of share certificates
      will only be necessary if and to the extent that certificates have been
    issued in respect of the shares in question.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|42   | Instruments
    of transfer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | All instruments of transfer which are registered may be retained by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|43   | No
    fee on registration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | No fee will be charged
    by the Company in respect of the registration of any transfer or any document
    relating to or affecting the title to any shares or otherwise for making
    any entry in the Register affecting the title to any shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|44                           | Destruction
      of documents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                             | Subject
      to compliance with the rules (as defined in the Regulations) applicable
      to shares of the Company in uncertificated form, the Company shall be entitled
      to destroy or delete all instruments of transfer or other documents (whether
      in hard copy or electronic form) which have been registered or on the basis
      of which registration was made at any time after the expiration of six years
      from the date of registration thereof and all dividend mandates and notifications
      of change of address at any time after the expiration of two years from
      the date of recording thereof and all share certificates which have been
      cancelled at any time after the expiration of one year from the date of
      the cancellation thereof and it shall conclusively be presumed in favour
      of the Company that every entry in the Register purporting to have been
      made on the basis of an instrument of transfer or other document so destroyed
      or deleted was duly and properly made and every instrument of transfer so
      destroyed or deleted was a valid and effective instrument duly and properly
      registered and every share certificate so destroyed was a valid and effective
      certificate duly and properly cancelled and every other document hereinbefore
      mentioned so destroyed or deleted was a valid and effective document in
      accordance with the recorded particulars thereof in the books or records
      of the Company. Provided always that:
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|44.1                         | The provisions
      aforesaid shall apply only to the destruction or deletion of a document
      in good faith and without notice of any claim (regardless of the parties
      thereto) to which the document might be relevant;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|44.2                         | Nothing
      herein contained shall be construed as imposing upon the Company any liability
      in respect of the destruction or deletion of any such document earlier than
      as aforesaid or in any other circumstances which would not attach to the
      Company in the absence of this Article;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|44.3                         | References
      herein to the destruction or deletion of any document include references
      to the disposal thereof in any manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|45                           | Further
      provisions on shares in uncertificated form                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|45.1                         | Subject
      to the Statutes and the rules (as defined in the Regulations), the Directors
      may determine that any class of shares may be held in uncertificated form
      and that title to such shares may be transferred by means of a relevant
      system or that shares of any class should cease to be held and transferred
      as aforesaid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|45.2                         | The provisions
      of these Articles shall not apply to shares of any class which are in uncertificated
      form to the extent that such Articles are inconsistent with:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                             | 45.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                             | 45.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|                             | 45.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Transmission
      of Shares
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|45                           | Persons
      entitled on death                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                             | In case
        of the death of a shareholder, the survivors or survivor where the deceased
        was a joint holder, and the executors or administrators of the deceased
        where he was a sole or only surviving holder, shall be the only persons
        recognised by the Company as having any title to his interest
      in the shares, but nothing in this Article shall release the estate of
        a deceased holder (whether sole or joint) from any liability in respect
        of
      any share held by him.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|47                          | Election
      by persons entitled by transmission                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                            | Any person becoming
      entitled to a share in consequence of the death or bankruptcy of a member
      or otherwise by operation of law may (subject as hereinafter provided) upon
      supplying to the Company such evidence as the Directors may reasonably require
      to show his title to the share either be registered himself as holder of
      the share upon giving to the Company notice in writing of such his desire
      or transfer such share to some other person. All the limitations, restrictions
      and provisions of these Articles relating to the right to transfer and the
      registration of transfers of shares shall be applicable to any such notice
      or transfer as aforesaid as if the notice or transfer were a transfer made
      by the member registered as the holder of any such share.                       
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|48                          | Rights of
      persons entitled by transmission                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                            | Save as otherwise
      provided by or in accordance with these Articles, a person becoming entitled
      to a share in consequence of the death or bankruptcy of a member or otherwise
      by operation of law (upon supplying to the Company such evidence as the
      Directors may reasonably require to show his title to the share) shall be
      entitled to the same dividends and other advantages as those to which he
      would be entitled if he were the registered holder of the share except that
      he shall not be entitled in respect thereof (except with the authority of
      the Directors) to exercise any right conferred by membership in relation
      to meetings of the Company until he shall have been registered as a member
      in respect of the share.                                                                  
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Untraced
      Shareholders
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|49                          | Untraced
      shareholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                            | The Company shall
      be entitled to sell at the best price reasonably obtainable at the time
      of sale the shares of a member or the shares to which a person is entitled
      by virtue of transmission on death or bankruptcy or otherwise by operation
      of law if and provided that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|49.1                        | during the period
      of six years prior to the date of the publication of the advertisements
      referred to in Article 50 below (or, if published on different dates, the
      first thereof) no communication has been received by the Company from the
      member or the person entitled by transmission and no cheque or warrant sent
      by the Company through the post in a pre-paid letter addressed to the member
      or to the person entitled by transmission to the shares at his address on
      the Register or the last known address given by the member or the person
      entitled by transmission to which cheques and warrants are to be sent has
      been cashed and at least three dividends in respect of the shares in question
      have become payable and no dividend in respect of those shares has been
      claimed; and
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|49.2                        | the Company shall
      on expiry of the said period of six years have inserted advertisements in
      both a leading national daily newspaper and in a newspaper circulating in
      the area in which the address referred to in Article 49.1 above is located
      giving notice of its intention to sell the said shares; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|49.3                             | during the said period
      of six years and the period of three months following the publication of
      the said advertisements the Company shall have received no communication
      from such member or person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|50                               | Executor
      and proceeds                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                 | To give effect to
      any such sale the Company may appoint any person to execute as transferor
      an instrument of transfer of the said shares and such instrument of transfer
      shall be as effective as if it had been executed by the registered holder
      of or person entitled by transmission to such shares and the title of the
      transferee shall not be affected by any irregularity or invalidity in the
      proceedings relating thereto. The net proceeds of sale shall belong to the
      Company which shall be obliged to account to the former member or other
      person previously entitled as aforesaid for an amount equal to such proceeds
      and shall enter the name of such former member or other person in the books
      of the Company as a creditor for such amount which shall be a permanent
      debt of the Company. No trust shall be created in respect of the debt, no
      interest shall be payable in respect of the same and the Company shall not
      be required to account for any money earned on the net proceeds, which may
      be employed in the business of the Company or invested in such investments
      (other than shares of the Company or its holding company if any) as the
      Directors may from time to time think fit.                                                                                                                                                                                                                                                                                                                                                                                                    
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|51                               | Uncertificated
      shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                 | In the case of shares
      in uncertificated form, the foregoing provisions of this Article are subject
      to any restrictions applicable under the Regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|General
      Meetings          
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|52                               | Annual and
      Extraordinary General Meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                 | An Annual General
      Meeting shall be held not more than 18 months after the incorporation of
      the Company and subsequently once in every year, at such time (within a
      period of not more than 15 months after the holding of the last preceding
      Annual General Meeting) and place as may be determined by the Directors.
      All other General Meetings shall be called Extraordinary General Meetings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|53                               | Convening
      of General Meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                 | The Directors may
      whenever they think fit, and shall on requisition in accordance with the
      Statutes, proceed with proper expedition to convene an Extraordinary General
      Meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Notice
      of General Meetings
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|54                               | Notice of
      General Meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                 | An Annual General
        Meeting and any Extraordinary General Meeting at which it is proposed
        to pass a Special Resolution or (save as provided by the Statutes) a
        resolution of which special notice has been given to the Company, shall
        be called by 21 clear days notice in writing (including, subject
        to the provision of the Statutes and regulations of the London Stock
        Exchange, electronic mail), as further described in Article 152 at the
        least and any other Extraordinary General Meeting by 14 clear days notice
        in writing (including, subject to the provision of the Statutes and regulations
        of the London Stock Exchange, electronic mail), as further described
        in Article 152 at the least. The period of notice shall in each case
        be exclusive of the day on which it is served or deemed to be served
        and of the day on which the meeting is to be held and shall be given
        in manner hereinafter mentioned to all members other than such as are
        not under the provisions of these Articles entitled to receive such notices
        from the Company: Provided that the Company may determine that only those
        persons entered on the Register at the close of business on a day determined
        by the Company, such day being no more than 21 days before the day that
        notice of the meeting is sent, shall be entitled to receive such a notice
        and Provided also that a General Meeting notwithstanding that it has
        been called by a shorter notice than that specified above shall be deemed
    to have been duly called if it is so agreed:

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|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|54.1                               | in the case of an
      Annual General Meeting by all the members entitled to attend and vote thereat;
      and                                                                                                                                                                                                                                                                                                                                                                                                             
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|54.2                               | in the case of an
      Extraordinary General Meeting by a majority in number of the members having
      a right to attend and vote thereat, being a majority together holding not
      less than 95 per cent in nominal value of the shares giving that right.                                                                                                                                                                                                                                                            
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|55                                 | Contents
      of notice of General Meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|55.1                               | Every notice calling
      a General Meeting shall specify the place and the day and hour of the meeting,
      and there shall appear with reasonable prominence in every such notice a
      statement that a member entitled to attend and vote is entitled to appoint
      a proxy to attend and vote instead of him and that a proxy need not be a
      member of the Company.                                                                                                                                        
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|55.2                               | In the case of an
      Annual General Meeting, the notice shall also specify the meeting as such.                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|55.3                               | The notice shall
      specify the general nature of the business to be transacted; if any resolution
      is to be proposed as an Extraordinary Resolution or as a Special Resolution,
      the notice shall contain a statement to that effect.                                                                                                                                                                                                                                                                          
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|55.4                               | For the purposes
      of determining which persons are entitled to attend or vote at a meeting
      and how many votes such person may cast, the Company may specify in the
      notice of the meeting a time, not more than 48 hours before the time fixed
      for the meeting, by which a person must be entered on the Register in order
      to have the right to attend or vote at the meeting.                                                                                                                   
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Overflow
      of General Meetings
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|56                                 | The Board may, notwithstanding
      that the notice of any General Meeting may specify the place of the meeting
      (the Principal Place), at which the chairman of the meeting
      shall preside, make arrangements for simultaneous attendance and participation
      at other places by members and proxies entitled to attend the General Meeting
      but unable to do so at the Principal Place.                                                                                                              
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|57                                 | Such arrangements
      for simultaneous attendance at the meeting may include arrangements regarding
      the level of attendance as aforesaid at the other places provided that they
      shall operate so that any members and proxies excluded from attendance at
      the Principal Place are able to attend at one or more of the other places.
      For the purpose of all other provisions
      of these Articles any such meeting shall be treated as being held and taking
      place at the Principal Place.

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|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|58                                    | The Board may, for
      the purpose of facilitating the organisation and administration of any General
      Meeting to which such arrangements apply, from time to time make arrangements,
      whether involving the issue of tickets (on a basis intended to afford all
      members and proxies entitled to attend the meeting an equal opportunity
      of being admitted to the Principal Place) or the imposition of some random
      means of selection or otherwise as it shall in its absolute discretion consider
      to be appropriate, and may from time to time vary any such arrangements
      or make new arrangements in their place and the entitlement of any member
      or proxy to attend a General Meeting at the Principal Place shall be subject
      to the arrangements as may be for the time being in force whether stated
      in the notice of meeting to apply to that meeting or notified to the members
      concerned subsequent to the provision of the notice of the meeting.
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Proceedings
      at General Meetings
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|59                                    | Chairman                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                      | The Chairman of the
      Directors, failing whom a Deputy Chairman, shall preside as chairman at
      a General Meeting. If there be no such Chairman or Deputy Chairman, or if
      at any meeting neither be present within five minutes after the time appointed
      for holding the meeting and willing to act, the Directors present shall
      choose one of their number (or, if no Director be present or if all the
      Directors present decline to take the chair, the members present shall choose
      one of their number) to be chairman of the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|60                                    | Quorum                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                      | No business other
      than the appointment of a chairman shall be transacted at any General Meeting
      unless a quorum is present at the time when the meeting proceeds to business.
      Three members present in person or by proxy and entitled to vote shall be
      a quorum for all purposes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|61                                    | Lack of quorum                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                      | If within five minutes
      from the time appointed for a General Meeting (or such longer interval as
      the chairman of the meeting may think fit to allow) a quorum is not present,
      the meeting, if convened on the requisition of members, shall be dissolved.
      In any other case it shall stand adjourned to such other day and such time
      and place as may have been specified for the purpose in the notice convening
      the meeting or (if not so specified) as the chairman of the meeting may
      determine and in the latter case not less than seven days notice of
      the adjourned meeting shall be given in like manner as in the case of the
      original meeting. At the adjourned meeting two members present in person
      or by proxy and entitled to vote shall be a quorum for all purposes.                                                                                                                                                                            
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|62                                    | Adjournment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                      | The chairman of
        any  General Meeting at which a quorum is present may with the consent
        of the
      meeting (and shall if so directed by the meeting) adjourn the meeting from
         time to time (orsine
          die)
          and from place to place, but no business shall be transacted at any
          adjourned
      meeting except business which might lawfully have been transacted at the
          meeting from which the adjournment took place. Where a meeting is adjournedsine
      die, the
      time and place for the adjourned meeting shall be fixed by the Directors.
      When a meeting is adjourned for 30 days or more orsine
      die, not
      less than seven days notice of the adjourned meeting shall be given
      in like manner as in the case of the original meeting.                                                                                                                                                                                     

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|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|63   | Notice
    of adjourned meeting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Save as hereinbefore expressly provided, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|64   | Amendments
    to resolutions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the chairman of the meeting the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a Special or Extraordinary Resolution no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|65   | Polls                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|65.1 | the chairman
    of the meeting; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|65.2 | not less
    than five members present in person or by proxy and entitled to vote; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|65.3 | a member
      or members present in person or by proxy and representing not less than
      one-tenth of the total voting rights of all the members having the right
    to vote at the meeting; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|65.4 | a member
      or members present in person or by proxy and holding shares in the Company
      conferring a right to vote at the meeting being shares on which an aggregate
      sum has been paid up equal to not less than one-tenth of the total sum
    paid up on all the shares conferring that right.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|66   | Demand
    for poll                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | A demand
      for a poll may be withdrawn only with the approval of the chairman of the
      meeting. Unless a poll is demanded a declaration by the chairman that a
      resolution has been carried, or carried unanimously, or by a particular
      majority, or lost, and an entry to that effect in the minute book, shall
      be conclusive evidence of that fact without proof of the number or proportion
      of the votes recorded for or against such resolution. If a poll is demanded,
      it shall be taken in such manner (including the use of ballot or voting
      papers or tickets) as the chairman of the meeting may direct, and the result
      of the poll shall be deemed to be the resolution of the meeting at which
      the poll was demanded. The chairman of the meeting may (and if so directed
      by the meeting shall) appoint scrutineers and may fix a place and time
      for the purpose of declaring the result of the poll. The result of the
      poll shall be deemed to be the resolution of the meeting at which the poll
    was demanded.

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|67 | Voting
    on a poll                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On a poll votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. Unless his appointment otherwise provides, the proxy may vote or abstain at his discretion on any matter coming before the meeting on which proxies are entitled to vote.                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|68 | Chairmans
    casting vote                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a casting vote in addition to any other vote he may have.                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|69 | Timing
    of poll                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | A poll demanded on the choice of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either immediately or at such subsequent time (not being more than 30 days from the date of the meeting) and place as the chairman may direct. No notice need be given of a poll not taken immediately. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.

Votes of Members

|70 | Votes
    attaching to shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Subject to Article 55.4 and to any special rights or restrictions as to voting attached by or in accordance with these Articles to any class of shares, on a show of hands every member who is present in person or by proxy shall have one vote and on a poll every member who is present in person or by proxy shall have one vote for every share of which he is the holder.                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|71 | Votes
    of joint holders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the share.                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|72 | Voting
    by guardian                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Where in England or elsewhere a receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Directors may in their absolute discretion, upon or subject to production of such evidence of the appointment as the Directors may require, permit such receiver or other person on behalf of such member to vote in person or by proxy at any General Meeting or to exercise any other right conferred by membership in relation to meetings of the Company.

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|73   | Restrictions
    on voting if holding unpaid shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | No member shall, unless the Directors otherwise determine, be entitled in respect of any share held by him to vote either personally or by proxy at a General Meeting or a meeting of the holders of any class of shares of the Company or to exercise any other right conferred by membership in relation to General Meetings of the Company or meetings of the holders of any class of shares of the Company if any call or other sum presently payable by him to the Company in respect of that share remains unpaid.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|74   | Restrictions
    on voting in particular circumstances                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|74.1 | If any
       member, or any other person appearing to be interested in shares held
       by such member, has been duly served with a notice under Section 212 of
       the Act and is in default for the prescribed period in supplying to the
       Company the information thereby required, then (unless the Directors otherwise
    determine) in respect of:                                                                                                                                                   

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                      
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 74.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the shares comprising
        the shareholding account in the Register which comprises or includes
        the shares in relation to which the default occurred (all or the relevant
        number as appropriate of such shares being the default shares which
        expression shall include any further shares which are issued in respect
        of such
shares); and
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                      
|     | 74.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | any other shares
    held by the member,                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                      
|     | the member shall
        (for so long as the default continues) not, nor shall any transferee
        to which any of such shares are transferred other than pursuant to an
        approved transfer or pursuant to paragraph 74.2.2 below, be entitled
        to vote either personally or by proxy at a General Meeting of the Company
        or a meeting of the holders of any class of shares of the Company or
        to exercise any other right conferred by membership in relation to General
        Meetings of the Company or meetings of the holders of any class of shares
    of the Company.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                      
|74.2 | Where the default
        shares represent at least 0.25 per cent of the issued shares of the class
        in question, the Directors may in their absolute discretion by notice
        (a direction
        notice)
    to such member direct that:                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                      
|     | 74.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | any dividend or
        part thereof or other money which would otherwise be payable in respect
        of the default shares shall be retained by the Company without any liability
        to pay interest thereon when such money is finally paid to the member;
    and/or                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                      
|     | 74.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | no transfer of any
        of the shares held by such member shall be registered unless the transfer
    is an approved transfer or:                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (i)                                                                                                                                                                                                                                                                                                                                                                             | the member is not
        himself in default as regards supplying the information required;
and                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (ii)                                                                                                                                                                                                                                                                                                                                                                            | the transfer is
        of part only of the members holding and, when presented for registration,
        is accompanied by a certificate by the member in a form satisfactory
        to the Directors to the effect that after due and careful enquiry the
        member is satisfied that none of the shares the subject of the transfer
    are default shares,
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                      
|     | provided that, in
        the case of shares in uncertificated form, the Directors may only exercise
        their discretion not to register a transfer if permitted to do so by
    the Regulations.                                                                                                                                                                                                                                                                                                                                                                                                          

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|     | Any direction notice
        may treat shares of a member in certificated and uncertificated form
        as separate holdings and either apply only to the former or to the latter
    or make different provision for the former and the latter.                        
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                           
|     | Upon the giving
    of a direction notice its terms shall apply accordingly.                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                           
|74.3 | The Company shall
        send to each other person appearing to be interested in the shares which
        are the subject of any direction notice a copy of the notice, but the
        failure or omission by the Company to do so shall not invalidate such
    notice.
|     |                                                                                                                                                                                                                                                                           
|74.4 |                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                           
|     | 74.4.1                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                           
|     | 74.4.2                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                           
|74.5 | For the purposes
    of this Article:                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                           
|     | 74.5.1                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                           
|     | 74.5.2                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                           
|     | 74.5.3                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                           
|74.6 | The provisions of
        this Article are in addition and without prejudice to the provisions
    of the Act.                                                                                                                                                            

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|75 | Validity
    and result of vote                                                                                                                                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                              
|   | No objection shall
        be raised as to the admissibility of any vote except at the meeting or
        adjourned meeting at which the vote objected to is or may be given or
        tendered and every vote not disallowed at such meeting shall be valid
        for all purposes. Any such objection shall be referred to the chairman
    of the meeting whose decision shall be final and conclusive.

Proxies

|76   | Proxy
    need not be a member                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | A proxy need not be a member of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|77   | Form
    of proxy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | Subject to Article 78.1, an instrument appointing a proxy shall be in writing in any usual or common form or in any other form which the Directors may approve and:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|77.1 | in the
      case of an individual shall be signed by the appointor or his attorney;
    and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|77.2 | in the
      case of a corporation shall be either given under its common seal or signed
    on its behalf by an attorney or a duly authorised officer of the corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | The signature
      on such instrument need not be witnessed. Where an instrument appointing
      a proxy is signed on behalf of the appointor by an attorney, the letter
      or power of attorney or a duly certified copy thereof must (failing previous
      registration with the Company) be lodged with the instrument of proxy pursuant
      to the next following Article, failing which the instrument may be treated
    as invalid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|78   | Deposit
    of form of proxy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|78.1 | An instrument
      appointing a proxy must be received by the Company at such place or one
      of such places (if any) as may be specified for that purpose in or by way
      of note to or in any document accompanying the notice convening the meeting
      (or, if no place is so specified, at the Transfer Office) not less than
      forty-eight hours before the time appointed for the holding of the meeting
      or adjourned meeting or (in the case of a poll taken otherwise than at
      or on the same day as the meeting or adjourned meeting) for the taking
      of the poll at which it is to be used, and in default shall not be treated
      as valid. The instrument shall, unless the contrary is stated thereon,
      be valid as well for any adjournment of the meeting as for the meeting
    to which it relates.                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|78.2 | Without
      limiting the foregoing, in relation to any shares in uncertificated form
      the Directors may permit a proxy to be appointed by means of an electronic
      communication in the form of an Uncertificated Proxy Instruction (that
      is, a properly authenticated dematerialised instruction, and/or other instruction
      or notification, sent by means of a relevant system to such participant
      in that system acting on behalf of the Company as the Directors may prescribe,
      in such form and subject to such terms and conditions as may from time
      to time be prescribed by the Directors (subject always to the facilities
      and requirements of the relevant system)); and may permit any supplement
      to, or amendment or revocation of, any such Uncertificated Proxy Instruction
      to be made by a further Uncertificated Proxy Instruction. The Directors
      may in addition prescribe the method of determining the time at which any
      such instruction or notification purporting or expressed to be sent on
    behalf of a holder
    of a share as sufficient evidence of the authority of the person sending
    the instruction to send it on behalf of that holder.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|-------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|79                                           | Differing
      proxy appointments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                             | When
      two or more valid but differing proxy appointments are delivered in respect
      of the same share for use at the same meeting, the one which is last delivered
      (regardless of its date or the date of its execution (if relevant)) shall
      be treated as replacing and revoking the others as regards that share and
      if the Company is unable to determine which was last delivered none of them
      shall be treated as valid in respect of that share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|80                                           | Rights
      of proxy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                             | An
      instrument appointing a proxy shall be deemed to include the right to demand
      or join in demanding a poll but shall not confer any further right to speak
      at the meeting, except with the permission of the chairman of the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|81                                           | Revocation
      of proxy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                             | A vote
      cast by proxy shall not be invalidated by the previous death or insanity
      of the principal or by the revocation of the appointment of the proxy or
      of the authority under which the appointment was made provided that no intimation
      in writing, or electronically or by telephone of such death, insanity or
      revocation shall have been received by the Company at the address or one
      of the addresses specified under Article 78 (subject to any conditions attached
      to the use of a particular address imposed under that Article) or, if no
      address was specified, at the Transfer Office 48 hours or such lesser time
      as the Directors may determine before the commencement of the meeting or
      adjourned meeting or (in the case of a poll taken otherwise than at or on
      the same day as the meeting or adjourned meeting) the time appointed for
      the taking of the poll at which the vote is cast. The Directors may establish
      such procedures as they deem appropriate to receive and verify the validity
      and acceptance of the revocation of proxy.
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Corporations
      Acting by Representatives
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|82                                           | Any
      corporation which is a member of the Company may by resolution of its directors
      or other governing body authorise such person as it thinks fit to act as
      its representative at any meeting of the Company or of any class of members
      of the Company. The person so authorised shall be entitled to exercise the
      same powers on behalf of such corporation as the corporation could exercise
      if it were an individual member of the Company and such corporation shall
      for the purposes of these Articles be deemed to be present in person at
      any such meeting if a person so authorised is present thereat.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Directors                                   
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|83                                           | Number
      of Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                             | Subject
      as hereinafter provided the Directors shall not be less than five nor more
      than 18 in number. The Company may by Ordinary Resolution from time to time
      vary the minimum number and/or maximum number of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|84                                           | Share
      qualification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                             | A
        Director shall not be required to hold any shares of the Company by way
        of qualification. A Director who is not a member of the Company shall
        nevertheless be entitled to receive notice of, attend and speak at General
    Meetings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|85 | Directors
      fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Each
      of the Directors, other than those who hold executive office or are employees
      of the Company or any subsidiary, shall be paid a fee (which shall accrue
      from day to day) at such rate as may from time to time be determined by
      the Directors, provided that the aggregate of all such fees shall not in
      respect of any year exceed £550,000 or such other sum as shall be
      determined by Ordinary Resolution of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|86 | Other
      remuneration of Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Any
      Director who holds any executive office (including for this purpose the
      office of Chairman or Deputy Chairman or Vice Chairman whether or not such
      office is held in an executive capacity), or who serves on any committee
      of the Directors, or who otherwise performs services which in the opinion
      of the Directors are outside the scope of the ordinary duties of a Director,
      may be paid such extra remuneration by way of salary, commission or otherwise
      or may receive such benefits as the Directors may determine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|87 | Directors
      expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The
      Directors may repay to any Director all such reasonable expenses as he may
      incur in attending and returning from meetings of the Directors or of any
      committee of the Directors or General Meetings or otherwise in connection
      with the business of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|88 | Directors
      pensions and other benefits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The
      Directors shall have power to pay and agree to pay gratuities, pensions
      or other retirement, superannuation, death or disability benefits to (or
      to any person in respect of) any Director or ex-Director of the Company
      or any of its subsidiaries and for the purpose of providing any such gratuities,
      pensions or other benefits to contribute to any scheme or fund or to pay
      premiums.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|89 | Directors
      insurance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Without
      prejudice to the provisions of Article 162 the Directors shall have the
      power 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 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 or employees share scheme
      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 or employees share
      scheme.

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|90                                            | Directors
      interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                              | Subject
      to the provisions of the Statutes, and provided that he has disclosed to
      the Directors the nature and extent of any interest of his, a Director or
      alternate Director may be party to or in any way interested in any contract
      or arrangement or transaction to which the Company is a party or in which
      the Company is in any way interested and he may hold and be remunerated
      in respect of any office or place of profit (other than the office of Auditor
      of the Company or any subsidiary thereof) under the Company or any other
      company in which the Company is in any way interested and he (or any firm
      of which he is a member) may act in a professional capacity for the Company
      or any such other company and be remunerated therefor and in any such case
      as aforesaid (save as otherwise agreed by him) he may retain for his own
      absolute use and benefit all profits and advantages accruing to him thereunder
      or in consequence thereof.
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|91                                            | Appointment
      of executive Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|91.1                                          | The
      Directors may from time to time appoint one or more of their body to be
      the holder of any executive office (including, where considered appropriate,
      the office of Chairman, Deputy Chairman, Vice Chairman or Group Chief Executive)
      on such terms and for such period as they may (subject to the provisions
      of the Statutes) determine and, without prejudice to the terms of any contract
      entered into in any particular case, may at any time revoke or vary the
      terms of any such appointment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|91.2                                          | The
      appointment of any Director to the office of Chairman, Deputy Chairman,
      Vice Chairman or Group Chief Executive or Managing or Joint Managing or
      Deputy or Assistant Managing Director shall automatically determine if he
      ceases to be a Director but without prejudice to any claim for damages for
      breach of any contract of service between him and the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|91.3                                          | The
      appointment of any Director to any other executive office shall not automatically
      determine if he ceases from any cause to be a Director, unless the contract
      or resolution under which he holds office shall expressly state otherwise,
      in which event such determination shall be without prejudice to any claim
      for damages for breach of any contract of service between him and the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|92                                            | Powers
      of executive Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|92.1                                          | The
      Directors may entrust to and confer upon any Director holding any executive
      office any of the powers exercisable by them as Directors upon such terms
      and conditions and with such restrictions as they think fit, and either
      collaterally with or to the exclusion of their own powers, and may from
      time to time revoke, withdraw, alter or vary all or any of such powers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Appointment
      and Retirement of Directors
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|93                                            | Election
      or appointment of additional director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                              | The
        Company may by Ordinary Resolution appoint any person to be a Director
        either
      to fill a casual vacancy or as an additional Director. Without prejudice
        thereto the Directors shall have power at any time so to do, but so that
        the total number of Directors shall not thereby exceed the maximum number
        (if any) fixed by or in accordance with these Articles. Any person so
        appointed
      by the Directors shall hold office only until the next Annual General Meeting
        and shall then be eligible for re-appointment, but shall not be taken
        into
      account in determining the number of Directors who are to retire by rotation
      at such meeting.                                                                                                                                                                                                                                                                                                     

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|94   | Vacation
      of office                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | The
      office of a Director shall be vacated in any of the following events, namely:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|94.1 | If
      he shall become prohibited by law from acting as a Director;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|94.2 | If
      he shall resign by writing under his hand left at the Office or if he shall
      in writing offer to resign and the Directors shall resolve to accept such
      offer;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|94.3 | If
      he shall have a bankruptcy order made against him or shall compound with
      his creditors generally or shall apply to the court for an interim order
      under Section 253 of the Insolvency Act 1986 in connection with a voluntary
      arrangement under that Act;                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|94.4 | If
      in England or elsewhere an order shall be made by any court claiming jurisdiction
      in that behalf on the ground (however formulated) of mental disorder for
      his detention or for the appointment of a guardian or for the appointment
      of a receiver or other person (by whatever name called) to exercise powers
      with respect to his property or affairs;                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|94.5 | If
      he shall be absent from meetings of the Directors for six months without
      leave and the Directors shall resolve that his office be vacated; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|94.6 | If
      he shall be removed from office by notice in writing served upon him signed
      by at least 75 per cent of his co-Directors, but so that if he holds an
      appointment to an executive office which thereby automatically determines
      such removal shall be deemed an act of the Company and shall have effect
      without prejudice to any claim for damages for breach of any contract of
      service between him and the Company.                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|95   | Retirement
      by rotation at Annual General Meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | At each
      Annual General Meeting:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|95.1 | any
      Director who was elected or last re-elected a Director at or before the
      Annual General Meeting held in the third calendar year before the current
      year shall retire by rotation; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|95.2 | such
      further Directors (if any) shall retire by rotation as would bring the number
      retiring by rotation up to one-third of the number of Directors in office
      at the date of the notice of meeting (or, if their number is not a multiple
      of three, the number nearest to but not greater than one-third).                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|96   | Other
      Directors retiring by rotation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | The
      Directors to retire by rotation shall include (so far as necessary to obtain
      the number required) any Director who wishes to retire and not to offer
      himself for re-appointment. Any further Directors so to retire shall be
      those of the other Directors subject to retirement by rotation who have
      been longest in office since their last re-appointment or appointment and
      so that as between persons who became or were last re-appointed Directors
      on the same day those to retire shall (unless they otherwise agree among
      themselves) be determined by lot. A retiring Director shall be eligible
      for re-appointment.

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|97   | Re-election
      of retiring Director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | The
      Company at the meeting at which a Director retires under any provision of
      these Articles may by Ordinary Resolution fill the office being vacated
      by appointing thereto the retiring Director or some other person eligible
      for appointment. In default the retiring Director shall be deemed to have
      been re-appointed except in any of the following cases:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|97.1 | Where
      at such meeting it is expressly resolved not to fill such office or a resolution
      for the re-appointment of such Director is put to the meeting and lost;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|97.2 | Where
      such Director has given notice in writing to the Company that he is unwilling
      to be re-appointed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|97.3 | Where
      the default is due to the moving of a resolution in contravention of the
      next following Article;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|97.4 | Where
      such Director has attained any retiring age applicable to him as Director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | The
      retirement shall not have effect until the conclusion of the meeting except
      where a resolution is passed to appoint some other person in the place of
      the retiring Director or a resolution for his re-appointment is put to the
      meeting and lost and accordingly a retiring Director who is re-appointed
      or deemed to have been re-appointed will continue in office without a break.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|98   | Election
      of two or more Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | A resolution
      for the appointment of two or more persons as Directors by a single resolution
      shall not be moved at any General Meeting unless a resolution that it shall
      be so moved has first been agreed to by the meeting without any vote being
      given against it; and any resolution moved in contravention of this provision
      shall be void.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|99   | Nomination
      of Directors for election                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | No
      person other than a Director retiring at the meeting shall, unless recommended
      by the Directors for appointment, be eligible for appointment as a Director
      at any General Meeting unless not less than seven nor more than 42 days
      (inclusive of the date on which the notice is given) before the date appointed
      for the meeting there shall have been lodged at the Office notice in writing
      signed by some member (other than the person to be proposed) duly qualified
      to attend and vote at the meeting for which such notice is given of his
      intention to propose such person for appointment and also notice in writing
      signed by the person to be proposed of his willingness to be appointed.                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|100  | Power to remove Director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | The
      Company may in accordance with and subject to the provisions of the Statutes
      by Ordinary Resolution of which special notice has been given remove any
      Director from office (notwithstanding any provision of these Articles or
      of any agreement between the Company and such Director, but without prejudice
      to any claim he may have for damages for breach of any such agreement) and
      appoint another person in place of a Director so removed from office and
      any person so appointed shall be treated for the purpose of determining
      the time at which he or any other Director is to retire by rotation as if
      he had become a Director on the day on which the Director in whose place
      he is appointed was last
      appointed a Director. In default of such appointment the vacancy arising
      upon the removal of a Director from office may be filled as a casual vacancy.

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|101 | Age Limit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Any provision of
        the Statutes which, subject to the provisions of these Articles, would
        have the effect of rendering any person ineligible for appointment as
        a Director or liable to vacate office as a Director on account of his
        having reached any specified age or of requiring special notice or any
        other special formality in connection with the appointment of any Director
    over a specified age, shall not apply to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|102 | Retirement
    age                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | A Director shall
        vacate his office at the conclusion of the Annual General Meeting commencing
        next after he attains the age of 67. Such a retiring Director shall be
        eligible for re-appointment. Any person who has attained the age of 67
        and is appointed or reappointed by the Company as a Director shall hold
        office only until the next Annual General Meeting and shall then be eligible
        for re-appointment. Such a Director shall not be taken into account in
    determining the number of Directors who are to retire by rotation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Alternate
    Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|103 | Any Director may
        at any time by writing under his hand and deposited at the Office, or
        delivered at a meeting of the Directors, appoint any person (including
        another Director) to be his alternate Director and may in like manner
    at any time terminate such appointment. Such appointment, unless previously
        approved by the Directors, shall have effect only upon and subject to
    being so approved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|104 | The appointment
        of an alternate Director shall determine on the happening of any event
        which if he were a Director would cause him to vacate such office or
    if his appointor ceases to be a Director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|105 | An alternate Director
        shall (except when absent from the United Kingdom) be entitled to receive
        notices of meetings of the Directors and shall be 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 his appointor as a Director and for the purposes of
        the proceedings at such meeting the provisions of these Articles shall
        apply as if he (instead of his appointor) were a Director. If he shall
        be himself a Director or shall attend any such meeting as an alternate
        for more than one Director, his voting rights shall be cumulative but
        he shall count as only one for the purpose of determining whether a quorum
        is present. If his appointor is for the time being absent from the United
        Kingdom or temporarily unable to act through ill health or disability
        his signature to any resolution in writing of the Directors shall be
        as effective as the signature of his appointor. To such extent as the
        Directors may from time to time determine in relation to any committees
        of the Directors the foregoing provisions of this paragraph shall also
        applymutatis
        mutandisto
        any meeting of any such committee of which his appointor is a member.
        An alternate Director shall not (save as aforesaid) have power to act
        as a Director nor shall he be deemed to be a Director for the purposes
    of these Articles.

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|106   | An alternate Director
        shall be 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 extentmutatis
        mutandisas
        if he were a Director but he shall not be entitled to receive from the
        Company in respect of his appointment as alternate Director any remuneration
        except only such part (if any) of the remuneration otherwise payable
        to his appointor as such appointor may by notice in writing to the Company
    from time to time direct.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | Meetings
    and Proceedings of Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|107   | Governing
          of meetings
of Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|107.1 | Subject to the provisions
        of these Articles the Directors may meet together for the despatch of
        business, adjourn and otherwise regulate their meetings as they think
        fit. At any time any Director may, and the Secretary on the requisition
        of a Director shall, summon a meeting of the Directors. Any Director
    may waive notice of any meeting and any such waiver may be retroactive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|107.2 | A notice of a meeting
        of directors convened in accordance with Article 107.1, or a copy of
        the text of any resolution proposed to be passed in accordance with Article
        114, (each a Communication)
        shall be provided to each Director at their last known address, fax number
        or electronic mail address in the United Kingdom or to such temporary
        address, fax number or electronic mail address as may be notified to
        the Secretary from time to time. It shall not be necessary to give notice
        of a meeting of Directors to any Director for the time being absent from
        the United Kingdom. Any such Communication may be delivered by hand or
        sent by courier, fax, electronic mail or prepaid first class post. If
        sent by fax or electronic mail such Communication shall conclusively
        be deemed to have been given or served at the time of despatch. If sent
        by post or courier such Communication shall conclusively be deemed to
        have been received 24 hours from the time of posting or despatch, in
    the case of inland mail and couriers in the United Kingdom.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|107.3 | A Communication
        shall be deemed duly served under Article 107.2 if sent to the address,
        fax number or electronic mail address last provided by each Director
        to the Secretary. The non-receipt by any Director of any Communication
        served in accordance with the provisions of this Article 107 shall not
        invalidate any meeting of directors, or any written resolution signed
        in accordance with Article 114, to which the Communication relates if
        such meeting or resolution is otherwise held or signed in accordance
    with the provisions of these Articles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|108   | Quorum                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | The quorum necessary
        for the transaction of business of the Directors may be fixed from time
        to time by the Directors and unless so fixed at any other number shall
        be three. A meeting of the Directors at which a quorum is present shall
        be competent to exercise all powers and discretions for the time being
        exercisable by the Directors. For the purposes of these Articles any
        Director who is able (directly or by telephonic communication) to speak
        and be heard by each of the other Directors present or deemed to be present
        at any meeting of the Directors, shall be deemed to be present in person
        at such meeting and shall be entitled to vote or be counted in the quorum
        accordingly. Such meeting shall be deemed to take place where the largest
    group of those participating is assembled, or, if there is no such
        group, where the chairman of the meeting then is, and the word meeting shall
    be construed accordingly.                                                                                                                                              

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|109   | Casting
    vote                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | Questions
        arising at any meeting of the Directors shall be determined by a majority
        of votes. In case of an equality of votes the chairman of the meeting
    shall have a second or casting vote.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|110   | Directors interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | Save
        as herein provided, a Director shall not vote in respect of any contract
        or arrangement or any other proposal whatsoever in which he together
        with any person connected with him within the meaning of Section 346
        of the Act has any material interest (having previously disclosed to
        the Directors the nature and extent of any interest) otherwise than by
        virtue of his interests in shares or debentures or other securities of
        or otherwise in or through the Company. A Director shall not be counted
        in the quorum at a meeting in relation to any resolution on which he
    is debarred from voting.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|111   | Directors
          may have
interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|111.1 | Subject to the provisions
        of the Statutes, a Director shall (in the absence of some other material
        interest than is indicated below) be entitled to vote (and be counted
        in the quorum) in respect of any resolution concerning any of the following
    matters, namely:                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | 111.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | 111.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | 111.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | 111.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | 111.1.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|      | 111.1.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Any proposal concerning
        any insurance which the Company is empowered to purchase and/or maintain
        for or for the benefit of any Directors of the Company or for persons
        who include Directors of the Company provided that for the purposes of
        this sub-paragraph insurance shall mean only insurance against liability
        incurred by a Director in respect of any act or omission by him referred
        to in Article 89 or any other insurance which the Company is empowered
        to purchase and/or maintain for or for the benefit of any groups of persons
    consisting of or including Directors of the Company.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|111.2 | Where
        proposals are under consideration concerning the appointment (including
        fixing or varying the terms of appointment) of two or more Directors
        to offices or employments with the Company or any company in which the
        Company is interested, such proposals may be divided and considered in
        relation to each Director separately and in such case each of the Directors
        concerned (if not debarred from voting under paragraph 111.1.4 of this
        Article) shall be entitled to vote (and be counted in the quorum) in
    respect of each resolution except that concerning his own appointment.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|111.3 | If any
        question shall arise at any time as to the materiality of a Directors
        interest or as to the entitlement of any Director to vote and such question
        is not resolved by his voluntarily agreeing to abstain from voting, such
        question shall be referred to the chairman of the meeting and his ruling
        in relation to any other Director shall be final and conclusive except
        in a case where the nature or extent of the interest of such Director
    has not been fairly disclosed.                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|111.4 | The
        Company may by Ordinary Resolution suspend or relax the provisions of
        this Article to any extent or ratify any transaction not duly authorised
    by reason of a contravention of this Article.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|111.5 | For
        the purposes of this Article 111 an interest of a person who is connected
        (within the meaning of Section 346 of the Act) with a Director shall
    be treated as an interest of the Director.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|112   | Number of
          Directors
below minimum                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | The
        continuing Directors may act notwithstanding any vacancies, but if and
        so long as the number of Directors is reduced below the minimum number
        fixed by or in accordance with these Articles the continuing Directors
        or Director may act for the purpose of filling such vacancies or of summoning
        General Meetings, but not for any other purpose. If there be no Directors
        or Director able or willing to act, then any two members may summon a
    General Meeting for the purpose of appointing Directors.                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|113   | Chairman                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|113.1 | The
        Directors may elect from their number a Chairman, a Deputy Chairman and/or
        a Vice Chairman (or two or more Deputy Chairmen and/or Vice Chairmen)
        and determine the period for which each is to hold office. If no Chairman,
        Deputy Chairman or Vice Chairman shall have been appointed or if at any
        meeting of the Directors no Chairman, Deputy Chairman or Vice Chairman
        shall be present within five minutes after the time appointed for holding
        the meeting, the Directors present may choose one of their number to
    be chairman of the meeting.                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|113.2 | If at
        any time there is more than one Deputy Chairman and/or Vice Chairman
        the right in the absence of the Chairman to preside at a meeting of the
    Directors or of the Company shall be determined
        as between the Deputy Chairmen and/or Vice Chairmen present (if more
        than one) by seniority in length of appointment or otherwise as resolved
    by the Directors.                                                                                                                                                                                                                                                 

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|114   | Written
    resolutions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | A resolution in
        writing signed by 70 per cent of the Directors for the time being in
        the United Kingdom and entitled to vote thereon (being not less in number
        than a quorum for the meetings of Directors) shall be as effective as
        a resolution duly passed at a meeting of the Directors and may consist
        of several documents in the like form each signed by one or more Directors.
        The documents may be facsimile or electronic copies of the resolution.
        A resolution in writing shall be effective upon receipt by the Secretary
    of resolutions signed by the requisite number of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|115   | Appointment
          and
constitution of committees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|115.1 | The Directors may
        delegate any of their powers or discretions (including without prejudice
        to the generality of the foregoing all powers and discretions whose exercise
        involves or may involve the payment of remuneration to or the conferring
        of any other benefit on all or any of the Directors) to committees. Any
        such committee shall, unless the Directors otherwise resolve, have power
        to sub-delegate to sub-committees any of the powers or discretions delegated
        to it. Any such committee or sub-committee shall consist of one or more
        Directors and (if thought fit) one or more other persons co-opted as
        hereinafter provided. Insofar as any such power or discretion is delegated
        to a committee or subcommittee any reference in these Articles to the
        exercise by the Directors of the power or discretion so delegated shall
        be read and construed as if it were a reference to the exercise by such
        committee or sub-committee. Any committee or sub-committee so formed
        shall in the exercise of the powers so delegated conform to any regulations
        which may from time to time be imposed by the Directors. Any such regulations
        may provide for or authorise the co-option to the committee or sub-committee
        of persons other than Directors and for such co-opted members to have
        voting rights as members of the committee or subcommittee. Any such meeting
    of the committee or sub-committee shall be chaired by a Director.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|115.2 | The meetings and
        proceedings of any such committee or sub-committee consisting of two
        or more members shall be governedmutatis
        mutandisby
        the provisions of these Articles regulating the meetings and proceedings
        of the Directors, so far as the same are not superseded by any regulations
    made by the Directors under the last preceding Article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|115.3 | All acts done by
        any meeting of Directors, or of any such committee or sub-committee,
        or by any person acting as a Director or as a member of any such committee
        or subcommittee, shall as regards all persons dealing in good faith with
        the Company, notwithstanding that there was some defect in the appointment
        of any of the persons acting as aforesaid, or that any such persons were
        disqualified or had vacated office, or were not entitled to vote, be
        as valid as if every such person had been duly appointed and was qualified
        and had continued to be a Director or member of the committee or subcommittee
    and had been entitled to vote.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|Borrowing
      Powers           
|---------------------------------
|                                 
|116                              
|                                 
|                                 
|                                 
|117                              
|                                 
|117.1                            
|                                 
|117.2                            
|                                 
|General
      Powers of Directors
|                                 
|118                              
|                                 
|118.1                            
|                                 
|119                              
|                                 
|                                 

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|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|120                                               | Appointment
      of attorney                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                  | The Directors may
      from time to time and at any time by power of attorney or otherwise appoint
      any company, firm or person or any fluctuating body of persons, whether
      nominated directly or indirectly by the Directors, to be the attorney or
      attorneys of the Company for such purposes and with such powers, authorities
      and discretions (not exceeding those vested in or exercisable by the Directors
      under these Articles) and for such period and subject to such conditions
      as they may think fit, and any such appointment may contain such provisions
      for the protection and convenience of persons dealing with any such attorney
      as the Directors may think fit, and may also authorise any such attorney
      to sub-delegate all or any of the powers, authorities and discretions vested
      in him.
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|121                                               | Register
      of members in territories                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                  | Subject to and to
      the extent permitted by the Statutes, the Company, or the Directors on behalf
      of the Company, may cause to be kept in any territory a branch register
      of members resident in such territory, and the Directors may make and vary
      such regulations as they may think fit respecting the keeping of any such
      register.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|122                                               | Signature
      on cheques etc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                  | All cheques, promissory
      notes, drafts, bills of exchange, and other negotiable or transferable instruments,
      and all receipts for moneys paid to the Company, shall be signed, drawn,
      accepted, endorsed, or otherwise executed, as the case may be, in such manner
      as the Directors shall from time to time by resolution determine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                 
|President                                        
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|123                                               | The Directors
      may from time to time elect a President of the Company and may determine
      the period for which he shall hold office. Such President may be either
      honorary or paid such remuneration as the Directors in their discretion
      shall think fit, and need not be a Director but shall, if not a Director,
      be entitled to receive notice of and attend and speak, but not to vote,
      at meetings of the Board of Directors only if so invited by the Directors.
      The President (unless he is a Director) shall not be an officer of the Company
      for the purposes of the Act.                                                                                                                                                                                                                                             
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Departmental,
      Divisional or Local Directors
|                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|124                                               | The Directors
      may from time to time appoint any person to be a Departmental, Divisional
      or Local Director and define, limit or restrict his powers and duties and
      determine his remuneration and the designation of his office and may at
      any time remove any such person from such office. A Departmental, Divisional
      or Local Director (notwithstanding that the designation of his office may
      include the word Director) shall not by virtue of such office
      be or have power in any respect to act as a Director of the Company nor
      be entitled to
      receive notice of or attend or vote at meetings of the Directors nor be
      deemed to be a Director for any of the purposes of these presents.                                                                                                              

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|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Secretary                        
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|125                               | The Secretary
      shall be appointed by the Directors on such terms and for such period as
      they may think fit. Any Secretary so appointed may at any time be removed
      from office by the Directors, but without prejudice to any claim for damages
      for breach of any contract of service between him and the Company. If thought
      fit two or more persons may be appointed as Joint Secretaries. The Directors
      may also appoint from time to time on such terms as they may think fit one
      or more Deputy and/or Assistant Secretaries.                                                                                                                                                                                                                                                                                                                                                                               
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|The
      Seal                   
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|126                               | The Directors
      shall provide for the safe custody of the Seal which shall not be used without
      the authority of the Directors or of a committee authorised by the Directors
      in that behalf.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                  | Every instrument
      to which the Seal shall be affixed shall be signed autographically by one
      Director and the Secretary or Deputy or Assistant Secretary or by two Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|127                               | Where the
      Statutes so permit, any instrument signed by one Director and the Secretary
      or by two Directors and expressed to be executed by the Company shall have
      the same effect as if executed under the Seal, provided that no instrument
      shall be so signed which makes it clear on its face that it is intended
      to have effect as a deed without the authority of the Directors or of a
      committee authorised by the Directors in that behalf.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|128                               | The Company
      may exercise the powers conferred by the Statutes with regard to having
      an official seal for use abroad and such powers shall be vested in the Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Record
      Date                
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|129                               | Notwithstanding
      any other provision of these Articles but subject always to the Statutes
      the Company or the Directors may by resolution specify any date (the record
      date) as the date at the close of business (or such other time as
      the Directors may determine) on which persons registered as the holders
      of shares or other securities shall be entitled to receipt of any dividend,
      distribution, interest, allotment, issue, notice, information, document
      or circular and such record date may be on or at any time before the date
      on which the same is paid or made or (in the case of any dividend, distribution,
      interest, allotment or issue) at any time after the same is recommended,
      resolved, declared or announced but without prejudice to the rightsinter
      sein respect
      of the same of transferors and transferees of any such shares or other securities.
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Authentication
      of Documents
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|130 | Any Director
        or the Secretary or any person appointed by the Directors for the purpose
        shall have power to authenticate any documents affecting the constitution
        of the Company and any resolutions passed by the Company or the Directors
        or any committee, and any books, records, documents and accounts relating
        to the business of the Company, and to certify copies thereof or extracts
        therefrom as true copies or extracts; and where any books, records, documents
        or accounts are elsewhere than at the Office the local manager or other
        officer of the Company having the custody thereof shall be deemed to
        be
      a person appointed by the Directors as aforesaid. A document purporting
        to be a copy of a resolution, or an extract from the minutes of a meeting,
        of the Company or of the Directors or any committee which is certified
        as
      aforesaid shall be conclusive evidence in favour of all persons dealing
        with the Company upon the faith thereof that such resolution has been
        duly
      passed or, as the case may be, that any minute so extracted is a true and
      accurate record of proceedings at a duly constituted meeting.
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|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Reserves 
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|131       | The Directors
      may from time to time set aside out of the profits of the Company and carry
      to reserve such sums as they think proper which, at the discretion of the
      Directors, shall be applicable for any purpose to which the profits of the
      Company may properly be applied and pending such application may either
      be employed in the business of the Company or be invested. The Directors
      may divide the reserve into such special funds as they think fit and may
      consolidate into one fund any special funds or any parts of any special
      funds into which the reserve may have been divided. The Directors may also
      without placing the same to reserve carry forward any profits. In carrying
      sums to reserve and in applying the same the Directors shall comply with
      the provisions of the Statutes.
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Dividends
|132       | Final dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|          | The Company may
      by Ordinary Resolution declare dividends but no such dividend shall exceed
      the amount recommended by the Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|133       | Fixed and
      interim dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|          | If and so far as
      in the opinion of the Directors the profits of the Company justify such
      payments, the Directors may pay the fixed dividends on any class of shares
      carrying a fixed dividend expressed to be payable on fixed dates on the
      half-yearly or other dates prescribed for the payment thereof and may also
      from time to time pay interim dividends on shares of any class of such amounts
      and on such dates and in respect of such periods as they think fit. Provided
      the Directors act in good faith they shall not incur any liability to the
      holders of any shares for any loss they may suffer by the lawful payment,
      on any other class of shares having rights ranking after orpari
      passuwith
      those shares, of any such fixed or interim dividend as aforesaid.                             
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|134       | Ranking
      of shares for dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|          | Unless and to the
      extent that the rights attached to any shares or the terms of issue thereof
      otherwise provide, all dividends shall (as regards any shares not fully
      paid throughout the period in respect of which the dividend is paid) be
      apportioned and paid pro rata according to the amounts paid on the shares
      during any portion or portions of the period in respect of which the dividend
      is paid. For the purposes of this Article no amount paid on a share in advance
      of calls shall be treated as paid on the share.                                                                                                                                                                                                                                                                                                   

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|135   | No dividend
      except out of profits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | No dividend shall
      be paid otherwise than out of profits available for distribution under the
      provisions of the Statutes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|136   | Treatment
      of dividend                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | Subject to the provisions
      of the Statutes, where any asset, business or property is bought by the
      Company as from a past date the profits and losses thereof as from such
      date may at the discretion of the Directors in whole or in part be carried
      to revenue account and treated for all purposes as profits or losses of
      the Company. Subject as aforesaid, if any shares or securities are purchased
      cum dividend or interest, such dividend or interest may at the discretion
      of the Directors be treated as revenue, and it shall not be obligatory to
      capitalise the same or any part thereof.                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|137   | No interest
      on dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | No dividend or other
      moneys payable on or in respect of a share shall bear interest as against
      the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|138   | Retention
      of dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|138.1 | The Directors
      may retain any dividend or other moneys payable on or in respect of a share
      on which the Company has a Iien and may apply the same in or towards satisfaction
      of the moneys payable to the Company in respect of that share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|138.2 | The Directors
      may retain the dividends payable upon shares in respect of which any person
      is under the provisions as to the transmission of shares hereinbefore contained
      entitled to become a member, or which any person is under those provisions
      entitled to transfer, until such person shall become a member in respect
      of such shares or shall transfer the same.                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|139   | Waiver
      of dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | The waiver in whole
      or in part of any dividend on any share by any document (whether or not
      executed as a Deed) shall be effective only if such document is signed by
      the shareholder (or the person entitled to the share in consequence of the
      death or bankruptcy of the holder or otherwise by operation of law) and
      delivered to the Company and if or to the extent that the same is accepted
      as such or acted upon by the Company.                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|140   | Unclaimed
      dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | The payment by the
      Directors of any unclaimed dividend or other moneys payable on or in respect
      of a share into a separate account shall not constitute the Company a trustee
      in respect thereof, no interest shall be payable in respect of the same
      and the Company shall not be required to account for any money earned on
      the net proceeds, which may be employed in the business of the Company or
      invested in such investments (other than shares of the Company or its holding
      company if any) as the Directors may from time to time think fit. Any dividend
      unclaimed after a period of six years from the date of declaration of such
      dividend shall be forfeited and shall revert to the Company.

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|141   | Distributionin
      specie                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | The Company may
      upon the recommendation of the Directors by Ordinary Resolution direct payment
      of a dividend in whole or in part by the distribution of specific assets
      (and in particular of paid-up shares or debentures of any other company)
      and the Directors shall give effect to such resolution. Where any difficulty
      arises in regard to such distribution, the Directors may settle the same
      as they think expedient and in particular may issue fractional certificates,
      may fix the value for distribution of such specific assets or any part thereof,
      may determine that cash payments shall be made to any members upon the footing
      of the value so fixed in order to adjust the rights of all parties and may
      vest any such specific assets in trustees as may seem expedient to the Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|142   | Manner
      of payment of dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|142.1 | Any dividend or other
      moneys payable on or in respect of a share may be paid by cheque, warrant
      or financial instrument, or by other means sent direct, to the registered
      address of the member or person entitled thereto (or, if two or more persons
      are registered as joint holders of the share or are entitled thereto in
      consequence of the death or bankruptcy of the holder or otherwise by operation
      of law, to any one of such persons) or to such person and such address as
      such member or person or persons may by writing direct. Such dividend or
      other moneys may be paid (i) by cheque sent by post to the payee or, where
      there is more than one payee, to any one of them, or (ii) by inter-bank
      transfer to such account as the payee or payees shall in writing direct,
      or (iii) using the facilities of a relevant system, or (iv) by such other
      method of payment as the member (or in the case of joint holders of a share,
      all of them) may agree to. Every such cheque, warrant, financial instrument
      or other form of payment shall be made payable to the order of the person
      to whom it is sent or such other person as the holder, or joint holders
      or person or persons entitled to the share in consequence of the death or
      bankruptcy of the holder or otherwise by operation of law may direct, and
      payment of the cheque, warrant, instrument or other form of payment shall
      be a good discharge to the Company. Every such payment shall be sent at
      the risk of the person entitled to the money represented thereby and payment
      of a cheque by the banker upon whom it is drawn, and any transfer or payment
      within (ii) or (iii) above, shall be a good discharge to the Company.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|142.2 | Subject to
      the provisions of these Articles and to the rights attaching to any shares,
      any dividend or other moneys payable on or in respect of a share may be
      paid in such currency as the Directors may determine, using such exchange
      rate for currency conversions as the Directors may select.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|142.3 | The Company
      may cease to send any cheque, warrant or order by post for any dividend
      on any shares which is normally paid in that manner if in respect of at
      least three consecutive dividends payable on those shares the cheque, warrant
      or order has been returned undelivered or remains uncashed but, subject
      to the provisions of these Articles, shall recommence sending cheques, warrants
      or orders in respect of the dividends payable on those shares if the holder
      or person entitled by transmission claims the arrears of dividend and does
      not instruct the Company to pay future dividends in some other way.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|143   | Joint holders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | If two or more
        persons are registered as joint holders of any share, or are entitled
        jointly to
      a share in consequence of the death or bankruptcy of the holder or otherwise
        by operation of law, any one of
      them may give effectual receipts for any dividend or other moneys payable
      or property distributable on or in respect of the share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|144   | Record
      date for dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | Any resolution for
      the declaration or payment of a dividend on shares of any class, whether
      a resolution of the Company in General Meeting or a resolution of the Directors,
      may specify that the same shall be payable to the persons registered as
      the holders of such shares at the close of business on a particular date,
      notwithstanding that it may be a date prior to that on which the resolution
      is passed, and thereupon the dividend shall be payable to them in accordance
      with their respective holdings so registered, but without prejudice to the
      rightsinter
      sein respect
      of such dividend or transferors and transferees of any such shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | Capitalisation
      of Profits and Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|145   | The Directors
      may, with the sanction of an Ordinary Resolution of the Company, capitalise
      any sum standing to the credit of any of the Companys reserve accounts
      (including any share premium account, capital redemption reserve or other
      undistributable reserve) or any sum standing to the credit of profit and
      loss account by appropriating such sum to the holders of Ordinary Shares
      on the Register at the close of business on the date of the Resolution (or
      such other date as may be specified therein or determined as therein provided)
      in proportion to their then holdings of Ordinary Shares and applying such
      sum on their behalf in paying up in full unissued Ordinary Shares (or, subject
      to any special rights previously conferred on any shares or class of shares
      for the time being issued, unissued shares of any other class) for allotment
      and distribution credited as fully paid up to and amongst them as bonus
      shares in the proportion aforesaid. The Directors may do all acts and things
      considered necessary or expedient to give effect to any such capitalisation
      with full power to the Directors to make such provisions as they think fit
      for any fractional entitlements which would arise on the basis aforesaid
      (including provisions whereby fractional entitlements are disregarded or
      the benefit thereof accrues to the Company rather than to the members concerned).
      The Directors may authorise any person to enter on behalf of all the members
      interested into an agreement with the Company providing for any such capitalisation
      and matters incidental thereto and any agreement made under such authority
      shall be effective and binding on all concerned.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|146   | Scrip dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|146.1 | Subject as
      hereinafter provided, the Directors may offer to ordinary shareholders the
      right to receive, in lieu of dividend (or part thereof), an allotment of
      new Ordinary Shares credited as fully paid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|146.2 | The Directors
      shall not make such an offer unless so authorised by an Ordinary Resolution
      passed at any General Meeting, which authority may extend to dividends declared
      or paid prior to the Annual General Meeting of the Company occurring thereafter,
      but no further Provided that this Article shall, without the need for any
      further Ordinary Resolution, authorise the Directors to offer rights of
      election in respect of any dividend declared or proposed after the date
      of the adoption of these Articles and at or prior to the Annual General
      Meeting which is held in the fifth year after the Ordinary Resolution is
      passed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|146.3  | The Directors
      may either offer such rights of election in respect of the next dividend
      (or part thereof) proposed to be paid; or may offer such rights of election
      in respect of that dividend and all subsequent dividends, until such time
      as the election is revoked; or may allow shareholders to make an election
      in either form.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|146.4  | The basis
      of allotment on each occasion shall be determined by the Directors so that,
      as nearly as may be considered convenient, the value of the Ordinary Shares
      to be allotted in lieu of any amount of dividend shall equal such amount.
      For such purpose the value of an Ordinary Share shall be either (i) the
      average of the middle market quotations of an Ordinary Share on the London
      Stock Exchange, as derived from the Daily Official List, on each of the
      first five business days on which the Ordinary Shares are quoted ex
      the relevant dividend; or (ii) established in such other manner as may be
      determined by the Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|146.5  | If the Directors
      determine to offer such right of election on any occasion they shall give
      notice in writing to the ordinary shareholders of such right and shall issue
      forms of election and shall specify the procedures to be followed in order
      to exercise such right Provided that they need not give such notice to a
      shareholder who has previously made, and has not revoked, an earlier election
      to receive Ordinary Shares in lieu of all future dividends, but instead
      shall send him a reminder that he has made such an election, indicating
      how that election may be revoked in time for the next dividend proposed
      to be paid.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|146.6  | On each occasion
      the dividend (or that part of the dividend in respect of which a right of
      election has been accorded) shall not be payable on Ordinary Shares in respect
      whereof the share election has been duly exercised and has not been revoked
      (the elected
      Ordinary Shares),
      and in lieu thereof additional shares (but not any fraction of a share)
      shall be allotted to the holders of the elected Ordinary Shares on the basis
      of allotment determined as aforesaid. For such purpose the Directors shall
      capitalise, out of such of the sums standing to the credit of reserves (including
      any share premium account or capital redemption reserve) or profit and loss
      account as the Directors may determine, a sum equal to the aggregate nominal
      amount of additional Ordinary Shares to be allotted on that occasion on
      such basis and shall apply the same in paying up in full the appropriate
      number of unissued Ordinary Shares for allotment and distribution to and
      amongst the holders of the elected Ordinary Shares on such basis.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|146.7  | The additional
      Ordinary Shares so allotted on any occasion shall rankpari
      passuin
      all respects with the fully-paid Ordinary Shares then in issue save only
      as regards participation in the relevant dividend.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|146.8  | Article 145
      shall apply (mutatis
      mutandis)
      to any capitalisation made pursuant to this Article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|146.9  | No fraction
      of an Ordinary Share shall be allotted. The Directors may make such provision
      as they think fit for any fractional entitlements including, without limitation,
      provision whereby, in whole or in part, the benefit thereof accrues to the
      Company and/or fractional entitlements are accrued and/or retained and in
      either case accumulated on behalf of any ordinary shareholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|146.10 | The Directors
      may on any occasion determine that rights of election shall not be made
      available to any ordinary shareholders with registered addresses in any
      territory where in the absence of a registration statement or other special
      formalities the circulation of an offer of rights of election would or might
      be unlawful, and in such event the provisions aforesaid shall be read and
      construed subject to such determination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|146.11 | In relation
      to any particular proposed dividend the Directors may in their absolute
      discretion decide (i) that shareholders shall not be entitled to make any
      election in respect thereof and that any election previously made shall
      not extend to such dividend or (ii) at any time prior to the allotment of
      the Ordinary Shares which would otherwise be allotted in lieu thereof, that
      all elections to take shares in lieu of such dividend shall be treated as
      not applying to that dividend, and if so the dividend shall be paid in cash
      as if no elections had been made in respect of it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | Minutes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|147    | The Directors
      shall cause Minutes to be made in books to be provided for the purpose:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|147.1  | Of all appointments
      of officers made by the Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|147.2  | Of the names of the
      Directors present at each meeting of Directors and of any committee of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|147.3  | Of all resolutions
      and proceedings at all meetings of the Company and of any class of members
      of the Company and of the Directors and of committees of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | Accounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|148    | Accounting
      records                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | Accounting records
      sufficient to show and explain the Companys transactions and otherwise
      complying with the Statutes shall be kept at the Office, or at such other
      place as the Directors think fit, and shall always be open to inspection
      by the officers of the Company. Subject as aforesaid no member of the Company
      or other person shall have any right of inspecting any account or book or
      document of the Company except as conferred by statute or ordered by a court
      of competent jurisdiction or authorised by the Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|149    | Copies
      of accounts for members                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | A copy of every
      balance sheet and profit and loss account which is to be laid before a General
      Meeting of the Company (including every document required by law to be comprised
      therein or attached or annexed thereto) shall not less than 21 days before
      the date of the meeting be sent to every member of, and every holder of
      debentures of, the Company and to every other person who is entitled to
      receive notices of meetings from the Company under the provisions of the
      Statutes or of these Articles. Provided that this Article shall not require
      a copy of these documents to be sent to any member to whom a summary financial
      statement is sent in accordance with the Statutes and provided further that
      this Article shall not require a copy of these documents to be sent to more
      than one of joint holders or to any person of whose address the Company
      is not aware, but any member or holder of debentures to whom a copy of these
      documents has not been sent shall be entitled to receive a copy free of
      charge on application at the Office.

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|      | Auditors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|150   | Validity
      of Auditors acts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | Subject to the provisions
      of the Statutes, all acts done by any person acting as an Auditor shall,
      as regards all persons dealing in good faith with the Company, be valid,
      notwithstanding that there was some defect in his appointment or that he
      was at the time of his appointment not qualified for appointment or subsequently
      became disqualified.                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|151   | Auditors
      rights to attend General Meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | An Auditor shall
      be entitled to attend any General Meeting and to receive all notices of
      and other communications relating to any General Meeting which any member
      is entitled to receive and to be heard at any General Meeting on any part
      of the business of the meeting which concerns him as Auditor.                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | Notices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|152   | Service
      of notice                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|152.1 | Any notice
      to be given to or by any person pursuant to these Articles shall be in writing,
      except that a notice calling a meeting of the directors need not be in writing.                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|152.2 | Any notice
      or document (including a share certificate) may be served on or delivered
      to any member by the Company either personally or by sending it through
      the post in a prepaid cover addressed to such member at his registered address,
      or (if he has no registered address within the United Kingdom) to the address,
      if any, within the United Kingdom supplied by him to the Company as his
      address for the service of notices, or by delivering it to such address
      addressed as aforesaid.                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|152.3 | Any document
      or notice (excluding a share certificate) which, in accordance with these
      Articles, may be sent by the Company by electronic communication shall,
      if so sent, be deemed to be received at the expiration of 24 hours after
      the time it was sent. Proof (in accordance with the formal recommendations
      of best practice contained in the guidance issued by the Institute of Chartered
      Secretaries and Administrators) that an electronic communication was sent
      by the Company shall be conclusive evidence of such sending.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|152.4 | Where a notice
      or other document is served or sent by post, service or delivery shall be
      deemed to be effected at the expiration of 24 hours (or, where second-class
      mail is employed, 48 hours) after the time when the cover containing the
      same is posted and in proving such service or delivery it shall be sufficient
      to prove that such cover was properly addressed, stamped and posted.                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|152.5 | The accidental
      failure to send, or the non-receipt by any person entitled to, any notice
      of or other document relating to any meeting or other proceeding shall not
      invalidate the relevant meeting or other proceeding.                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|153   | Joint holders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | Any notice given
      to that one of the joint holders of a share whose name stands first in the
      Register in respect of the share shall be sufficient notice to all the joint
      holders in their capacity as such. 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 shall be disregarded.                                                                                                                                   

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|154 | Deceased
      and bankrupt members                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | A person entitled
        to a share in consequence of the death or bankruptcy of a member or otherwise
        by operation of law upon supplying to the Company such evidence as the
        Directors may reasonably require to show his title to the share, and upon
        supplying also an address within the United Kingdom for the service of
        notices, shall be entitled to have served upon or delivered to him at
        such address any notice or document to which the said member would have
        been entitled, and such service or delivery shall for all purposes be
        deemed a sufficient service or delivery of such notice or document on
        all persons interested (whether jointly with or as claiming through or
        under him) in the share. Save as aforesaid any notice or document delivered
        or sent by post to or left at the address of any member in pursuance of
        these Articles shall, notwithstanding that such member be then dead or
        bankrupt or in liquidation, and whether or not the Company have notice
        of his death or bankruptcy or liquidation, be deemed to have been duly
        served or delivered in respect of any share registered in the name of
        such member as sole or first-named joint holder.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|155 | Overseas
      members                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | A member who (having
      no registered address within the United Kingdom) has not supplied to the
      Company an address within the United Kingdom for the service of notices
      shall not be entitled to receive notices from the Company. If on three consecutive
      occasions notices have been sent through the post to any member at his registered
      address or his address for the service of notices but have been returned
      undelivered, such member shall not thereafter be entitled to receive notices
      from the Company until he shall have communicated with the Company and supplied
      in writing to the Transfer Office a new registered address within the United
      Kingdom for the service of notices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|156 | Suspension
      of postal services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | If at any time
        by reason of the suspension or curtailment of postal services within the
        United Kingdom the Company is unable effectively to convene a General
        Meeting by notices sent through the post, a General Meeting may be convened
        by a notice advertised on the same date in at least two national daily
        newspapers with appropriate circulation and such notice shall be deemed
        to have been duly served on all members entitled thereto on the day when
        the advertisement appears. In any such case the Company shall send confirmatory
        copies of the notice by post if at least seven days prior to the meeting
        the posting of notices to addresses throughout the United Kingdom again
        becomes practicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|157 | Statutory
      requirements as to notices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Nothing in any of the
        preceding five Articles shall affect any requirement of the Statutes that
        any particular offer, notice or other document be served in any particular
        manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|158   | Signature
      of documents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | Where under these
        Articles a document requires to be signed by a member or other person
        then, if in the form of an electronic communication, it must to be valid
        incorporate the electronic signature or personal identification details
        (which may be details previously allocated by the Company) of that member
        or other person, in such form as the Directors may approve, or be accompanied
        by such other evidence (including evidence in accordance with the last
        sentence of Article 78.2) as the Directors may require to satisfy themselves
        that the document is genuine. The Company may designate mechanisms for
        validating any such document, and any such document not so validated by
        use of such mechanisms shall be deemed not to have been received by the
        Company.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|159   | Electronic
      communication                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | Any member may notify
      the Company of an address for the purpose of his receiving electronic communications
      from the Company, and having done so shall be deemed to have agreed to receive
      notices and other documents from the Company by electronic communication
      of the kind to which the address relates. In addition, if a member notifies
      the Company of his e-mail address, the Company may satisfy its obligation
      to send him any notice or other document by:                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|159.1 | publishing such notice
      or document on a web site; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|159.2 | notifying
      him by e-mail to that e-mail address that such notice or document has been
      so published, specifying the address of the web site on which it has been
      published, the place on the web site where it may be accessed, how it may
      be accessed and (if it is a notice relating to a shareholders meeting)
      stating (i) that the notice concerns a notice of a company meeting served
      in accordance with the Act, (ii) the place, date and time of the meeting,
      (iii) whether the meeting is to be an annual or extraordinary general meeting
      and (iv) such other information as the Statutes may prescribe.                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | Any amendment or
      revocation of a notification given to the Company under this Article shall
      only take effect if in writing, signed by the member and on actual receipt
      by the Company thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | An electronic communication
      shall not be treated as received by the Company if it is rejected by computer
      virus protection arrangements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

Winding
  Up

|160 | Directors
      powers to petition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The Directors shall
      have power in the name and on behalf of the Company to present a petition
      to the Court for the Company to be wound up                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|161 | Distribution
      of assetsin
      specie                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | If the Company
           shall be wound up (whether the (liquidation is voluntary, under supervision,

        or by the Court) the Liquidator may, with the authority of an Extraordinary
           Resolution, divide among the membersin
            specieor kind the whole or any part of the assets of the Company and whether
        or not the assets shall consist of property of one kind or shall consist
        of properties of different kinds, and may for such purpose set such value
        as he deems fair upon any one or more class or classes of property and
        may determine how such division shall
        be carried out as between the members or different classes of members.
        The Liquidator may, with the like authority, vest any part of the assets
        in trustees upon such trusts for the benefit of members as the Liquidator
        with the like authority shall think fit, and the liquidation of the Company
        may be closed and the Company dissolved but so that no contributory shall
        be compelled to accept any shares or other property in respect of which
    there is a liability.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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| | 
| | 

Indemnity

|162 | Subject
        to the provisions of and so far as may be consistent with the Statutes,
        every Director, Secretary or other officer of the Company shall be indemnified
        by the Company out of its own funds against and/or exempted by the Company
        from all costs, charges, losses, expenses and liabilities incurred by
        him in actual or purported execution and/or discharge of his duties and/or
        the exercise or purported exercise of his powers and/or otherwise in
        relation to or in connection with his duties, powers or office including
        (without prejudice to the generality of the foregoing) any liability
        incurred by him in defending any proceedings, civil or criminal, which
        relate to anything done or omitted or alleged to have been done or omitted
        by him as an officer or employee of the Company and in which judgment
        is given in his favour (or the proceedings are otherwise disposed of
        without any finding or admission of any material breach of duty on his
        part) or in which he is acquitted or in connection with any application
        under any statute for relief from liability in respect of any such act
    or omission in which relief is granted to him by the Court.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Overriding Provisions

|163.1 | Scheme                                                                                                                                                                                                                                                                                                               
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                      
|      | Holders of shares
        of the Company allotted and issued pursuant to the Scheme shall be bound
        by any Special Resolution to reduce or approve the reduction of the capital
        of the Company in any way duly passed at any extraordinary general meeting
    prior to the Scheme becoming effective.
|      |                                                                                                                                                                                                                                                                                                                      
|163.2 | Overseas
    shareholders                                                                                                                                                                                                                                                                                            

| |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 163.2.1 | If, in respect
        of any former holder of Scheme Shares who has a registered address in
        a jurisdiction outside the United Kingdom, or whom the Company reasonably
        believes to be a citizen, resident or national of a jurisdiction outside
        the United Kingdom, the Company is advised that the allotment and issue
        of IHG Shares pursuant to the Separation would or might infringe the
        laws of any jurisdiction outside the United Kingdom or would or might
        require the Company or IHG to observe any governmental or other consent
        or any registration, filing or other formality with which the Company
        or IHG cannot comply or compliance with which the Company or IHG considers
        unduly onerous, the Company shall (unless such shareholder satisfies
        the Company that no such infringement or requirement would apply) be
        entitled to appoint any person to execute as transferor an instrument
        of transfer of Shares, transferring such Shares to a nominee appointed
        by the Company, as trustee for such holder, prior to the Separation Record
        Time on terms that the nominee shall, as soon as practicable following
        the Separation Effective Time, sell Shares and the IHG Shares, if any,
        that it receives in respect of such Shares under the Separation at the
        best price which can reasonably be obtained at the time of sale and that
    the proceeds of such sale (net of the expenses of sale including
    commissions and value added tax) shall be paid to such shareholder by delivering
    a cheque to, or crediting the CREST account of such shareholder in accordance
    with the provisions set out in Part II, Clauses 3.1 and 3.2 of the Circular
    relating to the Scheme sent to shareholders of Six Continents on 17 February
    2003.

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| |         |                                                                                                                                                                                                                                                                                                                                                                     
| | ------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                                                                                                                                                                                                                                     
| | 163.2.2 | The instrument
        of transfer executed by such appointee of the Company shall be as effective
        as if it had been executed by the registered holder of or person entitled
        by transmission to such Shares and the title of the transferee shall
        not be affected by any irregularity or invalidity in the proceedings
    relating thereto.
| |         |                                                                                                                                                                                                                                                                                                                                                                     
| | 163.2.3 | In the absence
        of bad faith or wilful default, none of the Company, IHG or any nominee
        so appointed shall be responsible for any loss or damage to any person
        arising from any transaction pursuant to this Article or for any alleged
    insufficiencies of the terms or the timing of such sale.                                         
| |         |                                                                                                                                                                                                                                                                                                                                                                     
| | 163.2.4 | Any sale
        pursuant to this Article will be delayed until after the admission of
        the IHG Shares
        to the Official List of the Financial Services Authority acting in its
        capacity as United Kingdom Listing Authority and to trading on the London
        Stock Exchange plcs market
for listed securities.                           
| |         |                                                                                                                                                                                                                                                                                                                                                                     
| | 163.2.5 | In the case
        of Shares held in uncertificated form through CREST, the provisions of
        this Article shall be subject to any restrictions applicable under the
    Uncertificated Securities Regulations 2001.                                                                                                                                           
| |         |                                                                                                                                                                                                                                                                                                                                                                     
| |         | For the purposes
        of this Article 163 above the words and expressions set out below shall
    bear the meanings set opposite them respectively.                                                                                                                                                                                                              
| |         |                                                                                                                                                                                                                                                                                                                                                                     
| |         | Court means
    the High Court of Justice in England and Wales.                                                                                                                                                                                                                                                                                                   
| |         |                                                                                                                                                                                                                                                                                                                                                                     
| |         | Court
          Meeting means
          the meeting of shareholders of Six Continents convened by order of
          the Court, notice of which is set out in Part VI in the Circular relating
    to the Scheme, held on 12 March 2002;                                                                                                                          
| |         |                                                                                                                                                                                                                                                                                                                                                                     
| |         | IHG means
        InterContinental Hotels Group PLC, a public company incorporated in England
    and Wales with registered number 4551528;                                                                                                                                                                                                                       
| |         |                                                                                                                                                                                                                                                                                                                                                                     
| |         | IHG
          Shares means
    ordinary shares of £1 each in the capital of IHG;                                                                                                                                                                                                                                                                                  
| |         |                                                                                                                                                                                                                                                                                                                                                                     
| |         | Scheme means
        the scheme of arrangement dated 17 February 2003 between Six Continents
        and the Scheme Shareholders proposed by Six Continents under section
        425 of the Companies Act in its original form or with or subject to any
    modification, addition or condition approved or imposed by the Court;                               
| |         |                                                                                                                                                                                                                                                                                                                                                                     
| |         | Scheme
          Shareholders means
    a holder of Scheme Shares as at the Scheme Record Time;                                                                                                                                                                                                                                                                   
| |         |                                                                                                                                                                                                                                                                                                                                                                     

| |  | Scheme
    Shares means: | (i)   | the Six Continents
    Shares to be in issue at 17 February 2003;                                                                                                                                                                                                                                                                                                                                   
| |  | -------------------------- | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                            |       |                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |                            | (ii)  | any Six Continents
        Shares issued after 17 February 2003 and prior to 6.00 p.m. (London time)
    on 10 March 2003; and                                                                                                                                                                                                                                                                      
| |  |                            |       |                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |                            | (iii) | any Six Continents
        Shares issued at or after the passing of the Special Resolution and prior
    to 6.00 p.m. (London
        time) on the day two business days prior to the confirmation by the Court
        of the reduction of capital in respect of which the original or any subsequent
        holders shall be bound or shall have agreed in writing to be bound by
    the Scheme;

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| |  |  |  | 
| |  |  |  | 

| |  |                                                                                                                                                                                                                                                                                           
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Separation means
        the proposed reduction of the capital of the Company under section 135
        of the Companies Act, as described in Part II of the Circular relating
        to the Scheme sent to shareholders of Six Continents on 17 February 2003,
    becoming effective;
| |  |                                                                                                                                                                                                                                                                                           
| |  | Separation
          Effective Time means
    the time at which the Separation becomes effective;                                                                                                                                                                                       
| |  |                                                                                                                                                                                                                                                                                           
| |  | Separation
          Record Time means
          6.00 a.m. (London time) on the day on which the Separation becomes
    effective;                                                                                                                                                      
| |  |                                                                                                                                                                                                                                                                                           
| |  | Shares means
        ordinary shares in the capital of the Company with the nominal value
        that each such ordinary share shall have as at 6.00 a.m. on 14 April
    2003;                                                                                                        
| |  |                                                                                                                                                                                                                                                                                           
| |  | Six
          Continents means
    Six Continents PLC (registered number 913450); and                                                                                                                                                                                                   
| |  |                                                                                                                                                                                                                                                                                           
| |  | Six
          Continents Shares means
    ordinary shares of 28 pence each in the capital of Six Continents.                                                                                                                                                                            

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|Index                                       
|--------------------------------------------
|                                            
|                                            
|Accounts                                    
|Auditors                                    
|Authentication of
      Documents           
|Borrowing Powers                            
|Capitalisation of
      Profits and Shares  
|Corporations acting
      by Representatives
|Directors                                   
|Alternate                                   
|Appointment
      and Retirement of         
|Departmental,
      Divisional or Local     
|General
      Powers of                     
|Meetings
      and Proceedings of           
|Dividends                                   
|Evidence of Title
      to Securities       
|Forfeiture and Lien                         
|General Meetings                            
|Notice
      of                             
|Overflow
      of                           
|Proceedings at                              
|Indemnity                                   
|Minutes                                     
|Notices                                     
|Overriding Provisions                       
|Overseas
      Shareholders                 
|Preliminary                                 
|President                                   
|Proxies                                     
|Record Date                                 
|Reserves                                    
|Seal                                        
|Secretary                                   
|Share Capital                               

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|                          | Article
      No. |  | Page
      No. | 
|------------------------- | ----------------- |  | -------------- | 
|Alteration
      of       | 8-12              |  | 8-9            | 
|Variation
      of Rights | 6-7               |  | 8              | 
|Share Certificates        | 20-24             |  | 12-13          | 
|Shares                    | 13-18             |  | 10-11          | 
|Calls
      on            | 25-30             |  | 13-14          | 
|Transfer
      of         | 39-45             |  | 16-17          | 
|Transmission
      of     | 46-48             |  | 17-18          | 
|Untraced Shareholders     | 49-51             |  | 18-19          | 
|Votes of Members          | 70-75             |  | 23-26          | 
|Winding Up                | 160-161           |  | 48-49          | 

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