Exhibit
      1

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No. 4551498

The Companies Act 1985

Company Limited by Shares



MITCHELLS & BUTLERS
PLC





MEMORANDUM
and
ARTICLES OF ASSOCIATION

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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)                                                                            
|   |                                                                                
|   | (b)                                                                            
|   |                                                                                
|   | (c)                                                                            
|   |                                                                                
|   | (d)                                                                            
|   |                                                                                
|  

|* | 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.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| 

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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.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (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 beinginterested, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|

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| | (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 dependents 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 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 relating 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 identify 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 Company in specie or 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 word 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|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 share in the
      capital of the Company at 12.01 am 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 an Ordinary
        resolution passed on 1 December 2003, the authorised ordinary share capital
        of the
      Company was converted into 1,424,304,000 new ordinary shares of 71/12  pence
    each.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | By Special
        Resolution passed on 2 February 2006 the unissued share capital divided
        into 2 Redeemable
      Deferred Shares of 1 penny each and 1 Redeemable Preference Share of £50,000
      was converted into ordinary shares of 71/12  pence
    each and the authorised share capital was amended accordingly.                                                                                                                                                                                                                                                                                                              

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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 Ltd             |  | 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        
|                                         
|Witness
        to the above Signatures:-
|                                         
|J.
        DAVIES                        
|                                         
|One
        Silk Street                  
|London                                   
|EC2Y
        8HQ                         



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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.                                                                                                                                    
|  |                                                                                                                                                                                                            
| 
|* | 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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| | 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.                                                                                                                                                                                                   
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | 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 76, 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 65) 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 4 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)                                                                                                                                                                                                                                                                                                                                                                                                                                     

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| | (iii)                                   | the nominal amount of any share capital and the principal amount of any other debentures or other borrowed moneys (together with any fixed premium payable on final redemption or repayment) the
redemption or repayment of which is guaranteed (or is the subject of an indemnity granted) by the Company or a subsidiary, save to the extent that the amount guaranteed otherwise falls to be included as moneys borrowed;                                                                                                                                                                                                                                                                                                          
| | --------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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| | (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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (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);                                                                                                                                                                                                                                                                  

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|                                                                                                                                                                                                                                       | (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;
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                       | (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;                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                       | (viii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | excluding the effect on the reserves of the Company of any retirement benefits scheme surplus or deficit (net of related deferred tax) which would otherwise be reflected in accordance with any
applicable accounting standard.                                                                                                                                                                
|                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                       | 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.                                 

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|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.
|                                                                                                                                                                                                                                                                                                          
|Share
    Capital                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                          
|3                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                          
|3.1                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                          
|3.2                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                          
|3.3                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                          

|2 | 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 an Ordinary resolution
      passed on 1 December 2003, the authorised ordinary share capital of the
      Company
was converted into
1,424,304,000 new ordinary shares of 71/12pence each.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  | By Special Resolution
        passed on 2 February 2006 the unissued share capital divided into 2 Redeemable
        Deferred Shares of 1 penny each and 1 Redeemable Preference Share of £50,000
        was converted
into ordinary shares of 71/12pence
each and the authorised ordinary share capital was amended
accordingly.                                                                                                                                                                                                                                                                                                    

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|Variation
    of Rights        
|-------------------------------
|                               
|4                              
|                               
|                               
|                               
|5                              
|                               
|                               
|                               
|Alteration of
    Share Capital
|                               
|6                              
|                               
|                               
|                               
|7                              
|                               
|                               
|                               
|                               
|7.1                            

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|7.2 | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|7.3 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|8   | 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.
|   
|9   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|10  | 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
|------
|      
|11    
|      
|      
|      
|12    
|      
|12.1  
|      
|12.2  
|      
|12.3  
|      
|      
|      
|      
|      
|      
|      
|12.4  
|      
|12.5  
|      
|      

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|     | 12.5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 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 12 is
renewed or extended by Resolution of the Company in General Meeting stating the Section 80 Amount for such period;
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | 12.5.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 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;                                                                                                                                                                                                             
|    
|     | 12.5.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 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.                                                                                                                                                                              
|    
|13   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|14   | 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|14.1 | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|14.2 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|15   | 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.                                                                                                                                                                                                                                                                                                                                  
|    
|16   | 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 shall within 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
|-----------------------------------
|                                   
|17                                 
|                                   
|Share
    Certificates             
|                                   
|18                                 
|                                   
|                                   
|                                   
|19                                 
|                                   
|                                   
|                                   
|20                                 
|                                   
|                                   
|                                   
|21                                 
|                                   
|                                   

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|22                  | Replacement of share certificates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|22.1                | 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.                                                                                                                                                                                                                                                                                                                                                                                                             
|                   
|22.2                | 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.                                                                                                                                                                                                                                                                                                   
|                   
|22.3                | 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.                                                                                                      
|                   
|22.4                | 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
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|23                  | 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.                                                                                                                               
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|24                  | 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.                                                                                                                                                                                  
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|25                  | 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.

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|26                      | 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.                                                                                                                                                                      
|                       
|27                      | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                       
|28                      | 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
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|29                      | Notice on
    failure to pay a call                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|29.1                    | 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.                                                                                                                                                                                                                                                                                                                                         
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|29.2                    | 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.                                                                                                                                                                                                                                                                                                                                                                      
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|30                      | 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.                                                                                                                                                                 

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|31 | 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.                                                                                                                                                                                                                                                                                                                                                                      
|  
|  
|32 | 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.
|  
|33 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|34 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|35 | 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.                                                                                                                                                                                                            

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|36   | 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.                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | Transfer of Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|37   | Form of
    transfer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|37.1 | Subject to the
        provisions of Article 17, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|37.2 | All transfers of
        shares which are in uncertificated form may, unless the Regulations otherwise
    provide, be effected by means of a relevant system.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|38   | Closure
    of Register                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|38.1 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|39   | Right to
    refuse registration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|39.1 | 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.

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|40   | Instruments
    of transfer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | All instruments of
    transfer which are registered may be retained by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|41   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|42   | 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:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|42.1 | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|42.2 | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|42.3 | References herein
      to the destruction or deletion of any document include references to the
    disposal thereof in any manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|43                               | Further provisions on shares in uncertificated form                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|43.1                             | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|43.2                             | 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                 | 43.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                 | 43.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                 | 43.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Transmission of
          Shares
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|44                               | 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.                                                                                                                                                                                                                                                                                                                                       
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|45                               | 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.
|                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|46                               | 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.                                               

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|Untraced Shareholders
|---------------------
|                     
|47                   
|                     
|                     
|                     
|47.1                 
|                     
|47.2                 
|                     
|47.3                 
|                     
|48                   
|                     
|                     
|                     
|49                   
|                     
|                     

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|General Meetings              
|------------------------------
|                              
|50                            
|                              
|                              
|                              
|51                            
|                              
|                              
|                              
|Notice of General
    Meetings
|                              
|52                            
|                              
|                              
|                              
|52.1                          
|                              
|52.2                          
|                              
|53                            
|                              
|53.1                          

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|53.2 | In the case of an Annual General Meeting, the notice shall also specify the meeting as such.                                                                                                                                                                                                                                                                                
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                             
|53.3 | 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.                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                             
|53.4 | 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.



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|Overflow of General
    Meetings
|--------------------------------
|                                
|54                              
|                                
|55                              
|                                
|56                              
|                                



|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Proceedings at General
    Meetings
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|57                                  | 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.
|                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|58                                  | 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.                                                                                                                                                                                                                                                    



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|59   | 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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|60   | 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.                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|61   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|62   | 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.                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|63   | 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|63.1 | the chairman of the meeting; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|63.2 | not less than five members present in person or by proxy and entitled to vote; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|63.3 | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



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|63.4 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|64   | Demand for poll                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | A
demand for a poll may be withdrawn only with the approval of the chairman of themeeting. 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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|65   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|66   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|67   | 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


|   |                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                
|68 | Votes attaching
to shares                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Subject
        to Article 53.4 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.



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|69   | 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.                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|70   | 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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|71   | 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.                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|72   | Restrictions on voting in particular circumstances                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|72.1 | 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:                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | 72.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | 72.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | 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.                                                                                                  



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|72.2 | 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:
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | 72.2.1                                                                                                                                                                                                              
|    
|     | 72.2.2                                                                                                                                                                                                              
|    
|     |                                                                                                                                                                                                                     
|    
|     |                                                                                                                                                                                                                     
|    

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.

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.

|72.3 | 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.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|72.4 |                                                                                                                                                                                                                                               
|    
|     | 72.4.1                                                                                                                                                                                                                                        
|    
|     | 72.4.2                                                                                                                                                                                                                                        
|    
|72.5 | For the purposes of this Article:                                                                                                                                                                                                             
|    
|     | 72.5.1                                                                                                                                                                                                                                        

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|     | 72.5.2 | the prescribed period is 14 days from the date of service of the notice under the said Section 212; and                                                                                                                                                                                                                                                                  
|---- | ------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | 72.5.3 | a transfer of shares is an approved transfer if:                                                                                                                                                                                                                                                                                                                         
|    
|     |        | (i)                                                                                                                                                                                                                                                                                                                                                                      
|    
|     |        | (ii)                                                                                                                                                                                                                                                                                                                                                                     
|    
|72.6 |        | The provisions of this Article are in addition and without prejudice to the provisions of the Act.                                                                                                                                                                                                                                                                       
|    
|73   |        | 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

|74   | Proxy need not be a member                                                                                                                                                                                                                                                                                                                                                                                       
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | A proxy need not be a member of the Company.                                                                                                                                                                                                                                                                                                                                                                     
|    
|75   | Form of proxy                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|     | Subject to Article 76.1, 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:                                                                                                                                                                                                                                              
|    
|75.1 | in the case of an individual shall be signed by the appointor or his attorney; and                                                                                                                                                                                                                                                                                                                               
|    
|75.2 | 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) belodged with the instrument
of proxy pursuant to the next following Article, failing which the instrument
may be treated as invalid.

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|76   | Deposit of form of proxy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|76.1 | 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.                                                                                                                                                                                                                                                                                                                                                                 
|    
|76.2 | 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.
|    
|77   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|78   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|79   | 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 76 (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.                                                                                          

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Corporations Acting by Representatives

|80 | 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

|81 | 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.                                                                                                                                                                                                                                                                                                      
|  
|82 | 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 receivenotice of, attend and speak
at General Meetings.                                                                                                                                                                                                                                                                                              
|  
|83 | 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.                                                                                               
|  
|84 | 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 theordinary 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.

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|85 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|86 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|87 | Directors insurance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   | Without prejudice to the provisions of Article 160 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.
|  
|88 | 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.                                                                                                                                                                                                                                                                                          

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|89                                            | Appointment
      of executive Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                             
|89.1                                          | 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.
|                                             
|89.2                                          | 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.                                                                                                                                             
|                                             
|89.3                                          | 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.                                                                                                               
|                                             
|90                                            | Powers of
      executive Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                             
|90.1                                          | 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
|                                             

|91   | 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.
|    
|92   | Vacation
      of office                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|     | The office of a
      Director shall be vacated in any of the following events, namely:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|92.1 | If he shall become
      prohibited by law from acting as a Director;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|92.2 | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    

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|92.3 | 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;                                                                                                                                                                                                                                                                                                                                                                                             
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|92.4 | 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;                                                                                                                                                                                                                                                                                        
|    
|92.5 | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|92.6 | 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.                                                                                                                                                                                                                            
|    
|93   | Retirement
      by rotation at Annual General Meetings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     | At each Annual General
      Meeting:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|93.1 | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|93.2 | 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).                                                                                                                                                                                                                                                                                                                                                
|    
|94   | 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.
|    
|95   | 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:                                                                                                                                                                                                                                                                                  
|    
|95.1 | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|95.2 | Where such Director
      has given notice in writing to the Company that he is unwilling to be re-appointed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    

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|95.3 | Where the default
      is due to the moving of a resolution in contravention of the next following
      Article;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|95.4 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|96   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    
|97   | 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.                                                                                                                                                                                  
|    
|98   | 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.
|    
|99   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    

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|100                       | 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
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|101                       | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                         
|102                       | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                         
|103                       | 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.
|                         
|104                       | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                         

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|Meetings
      and Proceedings of Directors
|-------------------------------------------
|                                           
|105                                        
|                                           
|105.1                                      
|                                           
|105.2                                      
|                                           
|105.3                                      
|                                           
|106                                        
|                                           
|                                           
|                                           
|107                                        
|                                           
|                                           
|                                           

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|108   | 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.
|     
|109   | Directors may have interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     
|109.1 | 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:                                                                                                                                                                                                                                                                                                                                           
|     
|      | 109.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     
|      | 109.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     
|      | 109.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     
|      | 109.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     
|      | 109.1.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     
|      | 109.1.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|109.2 | 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 109.1.4
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.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|109.3 | 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.                                                                                                         
|     
|109.4 | 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.                                                                                                                                                                                                                                                                                                                                                                                                
|     
|109.5 | For the purposes of this Article 109 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.                                                                                                                                                                                                                                                                                                                                                                                                   
|     
|110   | 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.                                                                                 
|     
|111   | Chairman                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     
|111.1 | 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.                                       
|     
|111.2 | 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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|112              | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                
|113              | Appointment and constitution of committees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                
|113.1            | 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 sub- committee 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 sub- committee. Any such meeting of the committee or sub-committee shall be chaired by a
Director.
|                
|113.2            | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                
|113.3            | 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 sub-committee, 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 sub-committee
and had been entitled to vote.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Borrowing Powers
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|114              | Borrowing
    Powers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                 | Subject as hereinafter
      provided and to the provisions of the Statutes, the Directors may exercise
      all the powers of the Company to borrow money, and to mortgage or charge
    its
      undertaking, property
      and uncalled capital and to issue debentures and other securities, whether
      outright or as collateral security for any debt, liability or obligation
      of the Company or of any
third party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|115                             | Borrowing Restrictions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                               
|115.1                           | The Directors shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary companies (if any)
so as to secure (so far, as regards subsidiaries, as by such exercise they can secure) that the aggregate amount for the time being remaining outstanding of all moneys borrowed by the Group (which expression in this Article means and includes the
Company and its subsidiaries for the time being) and for the time being owing to persons outside the Group shall not at any time without the previous sanction of an Ordinary Resolution of the Company exceed an amount equal to three times the share
capital and consolidated reserves.
|                               
|115.2                           | No person dealing with the Company or any of its subsidiaries shall by reason of the foregoing provision be concerned to see or enquire whether the said limit is observed and no debt incurred or
security given in excess of such limit shall be invalid or ineffectual unless the lender or the recipient of the security had, at the time when the debt was incurred or security given, express notice that the said limit had been or would thereby be
exceeded.                                                                                                                                                                                                                                                                                 
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|General
    Powers of Directors

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|116   | General Powers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     
|116.1 | The business and affairs of the Company shall be managed by the Directors, who may exercise all such powers of the Company as are not by the Statutes or by these Articles required to be exercised
by the Company in General Meeting subject nevertheless to any regulations of these Articles; to the provisions of the Statutes and to such regulations, whether or not consistent with these Articles, as may be prescribed by Special Resolution of the
Company, but no regulation so made by the Company shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made. The general powers given by this Article shall not be limited or restricted by any
special authority or power given to the Directors by any other Article.                                                                                                                                            
|     
|117   | Local boards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     
|      | The Directors may establish any local boards or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be members of
such local boards, or any managers or agents, and may fix their remuneration, and may delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the Directors, with power to sub-delegate, and may authorise
the members of any local boards, or any of them, to fill any vacancies therein, and to act notwithstanding vacancies, and any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit,
and the Directors may remove any person so appointed, and may annul or vary any suchdelegation, but no person
dealing in good faith and without notice of any such annulment or variation shall
be affected thereby.

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|118                                             | 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.
|                                               
|119                                             | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                               
|120                                             | 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                                      
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|121                                             | 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
|                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|122                                             | 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
|---------
|         
|123      

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|The
      Seal                   
|---------------------------------
|                                 
|124                              
|                                 
|125                              
|                                 
|126                              
|                                 
|Record
      Date                
|                                 
|127                              
|                                 
|Authentication
      of Documents
|                                 
|128                              

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|Reserves 
|---------
|         
|129      
|         
|Dividends
|         
|130      
|         
|         
|         
|131      
|         
|         
|         
|132      
|         
|         
|         
|133      
|         
|         

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|134   | 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.                                                                                                                                                                                                                            
|     
|135   | No interest
      on dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     
|      | No dividend or other
      moneys payable on or in respect of a share shall bear interest as against
      the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     
|136   | Retention
      of dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     
|136.1 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     
|136.2 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     
|137   | 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.                                                                                                                                                                                                                                                                                                                                                                                                     
|     
|138   | 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.                                                                                                               
|     
|139   | 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.

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|140   | Manner of
      payment of dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|140.1 | 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.
|     
|140.2 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     
|140.3 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     
|141   | 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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|142                                      | 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
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|143                                      | 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.
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|144                                      | Scrip dividends                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|144.1                                    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|144.2                                    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|144.3                                    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|144.4  | 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.                                                                                                                                                                                                                                                                                                                                                                                                          
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|144.5  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                
|      
|144.6  | 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.
|      
|144.7  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      
|144.8  | Article 143 shall apply (mutatis mutandis) to any
capitalisation made pursuant to this Article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      
|144.9  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      
|144.10 | 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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|144.11   | 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 
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|145      | The Directors shall
    cause Minutes to be made in books to be provided for the purpose:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|145.1    | Of all appointments
    of officers made by the Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|145.2    | Of the names of the
      Directors present at each meeting of Directors and of any committee of
    Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|145.3    | 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
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|146      | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|147      | 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
|--------
|        
|148     
|        
|        
|        
|149     
|        
|        
|        
|Notices 
|        
|150     
|        
|150.1   
|        
|150.2   
|        
|150.3   
|        
|150.4   
|        
|150.5   
|        

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|151 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|152 | Deceased and bankrupt members                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | A person
entitled to a share in consequence of the death or bankruptcy of a member orotherwise
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.
|   
|153 | 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 havecommunicated
with the Company and supplied in writing to the Transfer Office a new registered
address within
the United Kingdom for the service of notices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|154 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   

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|155   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     
|156   | 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 76.2) 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.
|     
|157   | 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:                                                                                                                                                                                                                                                                                                               
|     
|157.1 | publishing such notice or document on a web site; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     
|157.2 | 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

|158 | 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.

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|159 | 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.

Indemnity



|160 | Except to the extent prohibited or restricted by the Statutes, but without prejudice to any indemnity to which a Director, the Secretary or any officer may otherwise be entitled, every Director,
the Secretary or other officer (excluding an auditor) of the Company may be indemnified out of the assets of the Company against all liabilities incurred by him in the actual or purported execution or discharge of his duties or the exercise or
purported exercise of his powers or otherwise in relation to or in connection with his duties, powers or office.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Sale of Share of Relevant
  US Holders


|161   | Sale of Shares of Relevant US Holders
|----- | -------------------------------------
|     
|161.1 | Purpose and interpretation           
|     
|      | 161.1.1                              
|     
|      | 161.1.2                              
|     

| |  | (a) | interest in relation to shares, means any interest which would
be taken into account in determining for the purposes of Part VI of the Act whether a person has a notifiable interest in a share (including any interest which he would be taken as having for those purposes) and applying Section 212(5) of the Act
and interested shall be construed accordingly;
| |  | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | (b) | Register of Relevant US Holders means the register of Relevant
US Holders to be maintained in accordance with article 161.4;                                                                                                                                                                                                                                          

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|      |                    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Relevant
      Nominee US Holder means
      (a) a person who holds
shares in the Company and all or part of whose holding is held as nominee for
      or on behalf of a person resident in the US in any manner described in
      Rule 12g3-2(a)(1) under the Exchange Act or in any amendment to such rule
      or equivalent rule promulgated by the SEC under the Exchange Act, provided
      that the number of shares so held as nominee does not exceed 20,000 and
      (b) a person who appears, at any time, to the Directors to fall within
      subparagraph
(a);
|----- | ------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      |                    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Relevant Registered US Holder means (a) a person resident
in the US and who holds no more than 20,000 shares in the Company in any manner described in Rule 12g 3-2(a)(1) under the Exchange Act or in any amendment to such rule or equivalent rule promulgated by the SEC under the Exchange Act and (b) a person
who appears, at any time, to the Directors to fall within subparagraph (a);                                                                                                                                                                                   
|     
|      |                    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Relevant Shares means shares in the Company which are held
by Relevant US Holders in any manner described in Rule 12g 3-2(a)(1) under the Exchange Act of 1934 or in any amendment to such rule or equivalent rule promulgated by the SEC under the Exchange Act or which are deemed pursuant to this article to be
so held;                                                                                                                                                                                                                                                      
|     
|      |                    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Relevant US Holders means Relevant Registered US Holders
and Relevant Nominee US Holders;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     
|      |                    | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Required Disposal means in relation to any Relevant Shares
a disposal or disposals of such shares or interests therein which will result in such shares ceasing to be Relevant Shares;                                                                                                                                                                                                                                                                                                                                                                                            
|     
|      |                    | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | SEC means the US Securities and Exchange Commission;
and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     
|      |                    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | US means the United States of America, its territories and
possessions, any state of the United States of America, and the District of Columbia.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     
|161.2 | Disclosure notices
|     
|      | 161.2.1            | The Directors may by notice in writing require any member or other person appearing to be interested or appearing to have been interested in shares in the Company to disclose to the Company in
writing such information as the Directors shall require relating to the ownership of or interests in the shares in question as lies within the knowledge of such member or other person (supported if the Directors so require by a statutory declaration
and/or by independent evidence) including (without prejudice to the generality of the foregoing) any information which the Company is entitled to seek pursuant to section 212 of the Act and any information which the Directors shall deem necessary or
desirable in order to determine whether any shares are Relevant Shares.                                                                                                                                                                                              
|     
|      | 161.2.2            | Whether or not a notice pursuant to article 161.2.1 has been given, the Directors may by notice in writing require any member or other person appearing to be interested or appearing to have been
interested in shares in the Company to show to the satisfaction of the Directors that the shares in question are not Relevant Shares. Any person on whom such a notice has been served and any other person who is interested in such shares may within
14 days of such notice (or such longer period as the Directors may consider reasonable) make representations to the Directors as to why such shares should not be treated as Relevant Shares but if, after considering any such representations and such
other information as seems
to them relevant, the Directors
believe such shares to be Relevant Shares, the Directors may determine that such
shares shall be deemed to be Relevant Shares and they shall thereupon be treated
as
such for all purposes of this article.

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|      | 161.2.3                                                                                                                                                                                        | The Directors may give a notice pursuant to article 161.2.1 or 161.2.2 or both of them at any time and the Directors may give one or more than one such notice to the same member or other person in
respect of the same shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      | 161.2.4                                                                                                                                                                                        | Article 72 [(Restrictions on voting in particular circumstances)] shall have effect for the purposes of this article 161.2 as if any reference in that article to a notice under Section 212 of the
Act were also a reference to a notice under article 161.2.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     
|      | 161.2.5                                                                                                                                                                                        | Nothing contained in this article 161.2 shall limit the power of the Directors under Section 216 of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     
|161.3 | Notification obligation                                                                                                                                                                       
|     
|      | Each member shall notify the Company immediately upon becoming aware that any shares in which he is interested (a) is or has become a Relevant Share or (b) has ceased to be a Relevant
Share.
|     
|161.4 | Register of Relevant US Holders                                                                                                                                                               
|     
|      | 161.4.1                                                                                                                                                                                        | The Directors shall maintain, in addition to the register, a register of Relevant US Holders, in which there shall be entered particulars of any shares which are or have been deemed to be Relevant
Shares. The particulars entered in the register of Relevant US Holders in respect of any Relevant Share shall comprise, in addition to the name of the holder, the name of any Relevant US Holder or any other person resident in the US interested or
who appears to the Directors to be interested in such share and such information as has been supplied to the Directors pursuant to article 161.2.1 or 161.2.2 or otherwise or, if no such information has been supplied, such information as the
Directors consider appropriate.
|     
|      | 161.4.2                                                                                                                                                                                        | The Directors shall remove from the Register of Relevant US Holders particulars of any share if there has been furnished to them a declaration (in such form as the Directors may from time to time
prescribe) by the holder of such share, together with such other evidence as the Directors may require, that satisfies the Directors that such share is no longer a Relevant Share.                                                                                                                                                                                                                                                                                                                                                     
|     
|161.5 | Required Disposal                                                                                                                                                                             
|     
|      | 161.5.1                                                                                                                                                                                        | The Directors may give notice to a Relevant US Holder calling for a Required Disposal of some or all of the Relevant Shares to be made within 21 days or such longer period as the Directors
consider reasonable. The Directors may extend the period in which any such notice is required to be complied with and may withdraw any such notice (whether before or after the expiration of the period referred to) if it appears to them that the
shares to which the notice relates are not or are no longer Relevant Shares or in any other circumstances whatsoever, in each case in their absolute discretion.                                                                                                                          

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| | 161.5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | If
a notice given under article 161.5.1 above has not been complied with in all
respects to the satisfaction of the Directors or withdrawn, the Directors shall,
so far as they are able, arrange for a Required Disposal of those shares and shall give written notice of such disposal to those persons on whom such notice was served. The holder of the shares duly
disposed of and all other persons interested in such shares shall be deemed irrevocably and unconditionally to have authorised the Directors to make such Required Disposal. The manner, timing and terms of any such Required Disposal made or sought to
be made by the Directors (including but not limited to the price or prices at which the same is made and the extent to which assurance is obtained that no transferee is or would become a Relevant US Holder) shall be such as the Directors determine
(based on advice from bankers, brokers, or other persons the Directors consider appropriate to be consulted by it for the purpose) to be reasonably obtainable having regard to all the circumstances, including but not limited to the number of shares
to be disposed of; and the Directors shall not be liable to any person (whether or not a Relevant US Holder) for any of the consequences of reliance on such advice.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 161.5.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | For the purpose of effecting any Required Disposal, the Directors may:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | and may enter the
      name of the transferee in the register in respect of the transferred shares
      notwithstanding the absence of any share certificate and may issue a new
      certificate to the transferee, and an instrument of transfer executed by
      any officer or employee of the Company so authorised by the Directors shall
      be as effective as if it had been executed by the holder of the transferred
      shares and the title of the transferee to the transferred shares shall
      not be affected by any irregularity or invalidity in the proceedings relating
      to the sale of such shares. The proceeds of the Required Disposal shall
      be received by the Company or by any person nominated by the Company whose
      receipt shall be a good discharge for the purchase money and shall be paid
      (together with interest at such rate as the Directors deem appropriate)
      to the former holder (or, in the case of joint holders, the first of them
      named in the register) upon surrender by him or on his behalf to the Company
    for cancellation of any certificate in respect of the transferred shares.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

|161.6 | Miscellaneous
|----- | -------------
|     
|      | 161.6.1      
|     
|      | 161.6.2      

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| |         | failure to give any notice to any person to whom notice is required to be given under this article shall not prevent the implementation of, or invalidate, any procedure under this
article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 161.6.3 | Save as otherwise provided in this article, the provisions of these articles applying to the giving of notice of meetings to members shall apply to the giving of any notice required by this
article. Any notice required by this article to be given to a person who is not a member, or who is a member whose registered address is not within the United Kingdom and who has not given to the Company an address within the United Kingdom at which
notices may be given to him, shall be deemed validly served if it is sent through the post in a prepaid cover addressed to that person at the address (or, if more than one, at one of the addresses), if any, at which the Directors believe him to be
resident or carrying on business or to his last known address as shown in the register. Service or delivery of such notice shall be deemed to be effected at the expiration of 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.
|
| | 161.6.4 | Any resolution or determination of, or decision or exercise of any discretion or power by, the Directors or any of them or by the chairman of any meeting under or pursuant to the provisions of
this article (including without prejudice to the generality of the foregoing as to what constitutes enquiries made in good faith or as to the manner, timing and terms of any Required Disposal made by the Directors under article 161.5 above) shall be
final and conclusive; and any disposal or transfer made, or other thing done, by or on behalf of, or on the authority of, the Directors or any of them pursuant to the foregoing provisions of this article shall be conclusive and binding on all
persons concerned and shall not be open to challenge, whether as to its validity or otherwise on any ground whatsoever. The Directors shall not be required to give any reasons for any decision, determination or declaration taken or made in
accordance with this article.                                                                                                            
|
| | 161.6.5 | Nothing in this article 161 shall constitute the Relevant US Holders as a separate class.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | 161.6.6 | None of the Company, any director, any officer or employee appointed by the Directors to effect any Required Disposal and any of the Company's other officers and employees, advisers and agents
shall have any liability in connection with any Required Disposal, including without limitation in relation to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|

| |  |                                                                                                                                                                                                 | (i)   | his or her exercise
        of discretion as to whether or not to sell or transfer the Relevant Shares;                          
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ---------------------------------------------------------------------------------------------------------------------------------
|
| |  |                                                                                                                                                                                                 | (ii)  | the timing of any
        such sale or transfer and the manner in which such Relevant Shares are
        sold or transferred; and
|
| |  |                                                                                                                                                                                                 | (iii) | the price obtained
        for the sale or transfer of such Relevant Shares,                                                     
|
| |  | provided
        that nothing in this article 161.6.6 shall exclude any liability that
        any such person may have for fraud or any other matter that cannot be
        lawfully excluded.
|

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| | 161.6.7 | The Company may by ordinary resolution determine that the definitions of Relevant Nominee US Holder and Relevant Registered US Holder shall take effect as if the number of shares in the
Company referred to therein is a number other than 20,000 and following the passing of any such ordinary resolution, this article 161 shall take effect accordingly.
| | ------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 161.6.8 | This article shall apply notwithstanding any provision in any other of these articles which is inconsistent with or contrary to it.                                                                                                                                                                                                                               
|

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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                               
|Preliminary                           
|President                             
|Proxies                               
|Record Date                           
|Reserves                              
|Seal                                  
|Secretary                             
|Share Capital                         
|Alteration of                         

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|                      | Article No. |  | Page No. | 
|--------------------- | ----------- |  | -------- | 
|Variation of Rights   | 4-5         |  | 7        | 
|Share Certificates    | 18-22       |  | 11-12    | 
|Shares                | 11-16       |  | 9-10     | 
|Calls on              | 23-28       |  | 12-13    | 
|Transfer of           | 37-43       |  | 15-16    | 
|Transmission of       | 44-46       |  | 17       | 
|Untraced Shareholders | 47-49       |  | 18       | 
|Votes of Members      | 68-73       |  | 23-26    | 
|Winding Up            | 158-159     |  | 50-51    | 

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