EX-4.5






EXHIBIT 4.5




Company Number: 1833679




The Companies Acts 1948 to 1985




Public Company Limited by Shares




MEMORANDUM OF ASSOCIATION




OF




VODAFONE GROUP PUBLIC LIMITED COMPANY





 









 








THE COMPANIES ACTS 1948 to 1985




PUBLIC COMPANY LIMITED BY SHARES




MEMORANDUM OF ASSOCIATION OF




VODAFONE GROUP PUBLIC LIMITED COMPANY




(including all amendments as at 26 July 2005)





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






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






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







 




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




 - 1 - 









 











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




 - 2 - 









 






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




 - 3 - 









 






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






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



 - 4 - 









 






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







 




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






On 14 September 1988:




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




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




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




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




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




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




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



 - 5 - 









 





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

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

	 	 






Dated this 13th day of June, 1984.





			
	Witness to the above Signatures:	 	Paul Lush

Easthampstead Road

Bracknell

Berks

RG12 1NS


Solicitor





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Company Number: 1833679




The Companies Acts




Public Company Limited by Shares




ARTICLES OF ASSOCIATION




OF




VODAFONE GROUP PUBLIC LIMITED COMPANY















 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	Article No.	 	Page No.
	Preliminary Articles
	 	 	 	 	 	 	 	 
	Table A and other standard regulations do not apply

	 	 	1	 	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	The meaning of words and phrases used in the Articles

	 	 	2	 	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	Share Capital
	 	 	 	 	 	 	 	 
	Form of the Company’s share capital

	 	 	3	 	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	Fixed Rate Shares
	 	 	 	 	 	 	 	 
	Right of Fixed Rate Shares to profits

	 	 	4	 	 	 	8	 
	Right of Fixed Rate Shares to capital

	 	 	5	 	 	 	8	 
	Voting rights of Fixed Rate Shares

	 	 	6	 	 	 	9	 
	Varying the rights of Fixed Rate Shares

	 	 	7	 	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	Changing Capital
	 	 	 	 	 	 	 	 
	The power to increase capital

	 	 	8	 	 	 	10	 
	Application of the Articles to new shares

	 	 	9	 	 	 	10	 
	The power to change capital

	 	 	10	 	 	 	10	 
	Fractions of shares

	 	 	11	 	 	 	10	 
	The power to reduce capital

	 	 	12	 	 	 	11	 
	Buying back shares

	 	 	13	 	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	Shares
	 	 	 	 	 	 	 	 
	The special rights of new shares

	 	 	14	 	 	 	11	 
	The directors’ power to deal with shares

	 	 	15	 	 	 	12	 
	The directors’ authority to allot “relevant securities” and
“equity securities”

	 	 	16	 	 	 	12	 
	Power to pay commission and brokerage

	 	 	17	 	 	 	13	 
	Renunciations of allotted but unissued shares

	 	 	18	 	 	 	14	 
	No trusts or similar interests recognised

	 	 	19	 	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	Shares in Uncertificated Form
	 	 	 	 	 	 	 	 
	Holding shares in uncertificated form and effect of the CREST
Regulations

	 	 	20	 	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	Share Certificates
	 	 	 	 	 	 	 	 
	Certificates

	 	 	21	 	 	 	15	 
	Replacement share certificates

	 	 	22	 	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	Calls on Shares
	 	 	 	 	 	 	 	 
	The directors can make calls on shares

	 	 	23	 	 	 	16	 
	The liability for calls

	 	 	24	 	 	 	17	 
	Interest and expenses on unpaid calls

	 	 	25	 	 	 	17	 






- i -









 






	 	 	 	 	 	 	 	 	 
	 	 	Article No.	 	Page No.
	Sums which are payable when a share is allotted are treated
as a call

	 	 	26	 	 	 	17	 
	Calls can be for different amounts

	 	 	27	 	 	 	17	 
	Paying calls early

	 	 	28	 	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	Forfeiting Shares
	 	 	 	 	 	 	 	 
	Notice following non-payment of a call

	 	 	29	 	 	 	18	 
	Contents of the notice

	 	 	30	 	 	 	18	 
	Forfeiture if the notice is not complied with

	 	 	31	 	 	 	18	 
	Forfeiture will include unpaid dividends

	 	 	32	 	 	 	18	 
	Dealing with forfeited shares

	 	 	33	 	 	 	18	 
	Cancelling forfeiture

	 	 	34	 	 	 	19	 
	The position of shareholders after forfeiture

	 	 	35	 	 	 	19	 
	 
	 	 	 	 	 	 	 	 
	Liens on Partly Paid Shares
	 	 	 	 	 	 	 	 
	The Company’s lien on shares

	 	 	36	 	 	 	19	 
	Enforcing the lien by selling the shares

	 	 	37	 	 	 	19	 
	Using the proceeds of the sale

	 	 	38	 	 	 	20	 
	Evidence of forfeiture or enforcement of lien

	 	 	39	 	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	Changing Shares Rights
	 	 	 	 	 	 	 	 
	Changing the special rights of shares

	 	 	40	 	 	 	20	 
	More about the special rights of shares

	 	 	41	 	 	 	21	 
	 
	 	 	 	 	 	 	 	 
	Transferring Shares
	 	 	 	 	 	 	 	 
	Share transfers

	 	 	42	 	 	 	21	 
	More about transfers of shares in certificated form

	 	 	43	 	 	 	21	 
	The Company can refuse to register certain transfers

	 	 	44	 	 	 	22	 
	Closing the Register

	 	 	45	 	 	 	22	 
	Overseas branch registers

	 	 	46	 	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	Persons Automatically Entitled to Shares by Law
	 	 	 	 	 	 	 	 
	When a shareholder dies

	 	 	47	 	 	 	23	 
	Registering personal representatives

	 	 	48	 	 	 	23	 
	A person who wants to be registered must give notice

	 	 	49	 	 	 	23	 
	Having another person registered

	 	 	50	 	 	 	23	 
	The rights of people automatically entitled to shares by law

	 	 	51	 	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	Shareholders Who Cannot Be Traced
	 	 	 	 	 	 	 	 
	Shareholder who cannot be traced

	 	 	52	 	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	General Meetings
	 	 	 	 	 	 	 	 
	The Annual General Meeting

	 	 	53	 	 	 	25	 
	 
	Calling a General Meeting

	 	 	54	 	 	 	25	 
	Notice of General Meetings

	 	 	55	 	 	 	25	 






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	 	 	Article No.	 	Page No.
	Proceedings at General Meetings
	 	 	 	 	 	 	 	 
	The chairman of a General Meeting

	 	 	56	 	 	 	26	 
	Security, and other arrangements at General Meetings

	 	 	57	 	 	 	27	 
	Overflow meeting rooms

	 	 	58	 	 	 	27	 
	The quorum needed for General Meetings

	 	 	59	 	 	 	27	 
	The procedure if there is no quorum

	 	 	60	 	 	 	28	 
	Adjourning meetings

	 	 	61	 	 	 	28	 
	Amending resolutions

	 	 	62	 	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	Voting Procedures
	 	 	 	 	 	 	 	 
	How votes are taken

	 	 	63	 	 	 	28	 
	How a poll is taken

	 	 	64	 	 	 	29	 
	Where there cannot be a poll

	 	 	65	 	 	 	29	 
	A General Meeting continues after a poll is demanded

	 	 	66	 	 	 	29	 
	Timing of a poll

	 	 	67	 	 	 	29	 
	The chairman’s casting vote

	 	 	68	 	 	 	30	 
	The effect of a declaration by the chairman

	 	 	69	 	 	 	30	 
	 
	 	 	 	 	 	 	 	 
	Voting Rights
	 	 	 	 	 	 	 	 
	The votes of shareholders

	 	 	70	 	 	 	30	 
	Shareholders who owe money to the Company

	 	 	71	 	 	 	30	 
	Suspension of rights on non-disclosure of interest

	 	 	72	 	 	 	31	 
	Votes of shareholders who are of unsound mind

	 	 	73	 	 	 	33	 
	The votes of joint holders

	 	 	74	 	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	Proxies
	 	 	 	 	 	 	 	 
	Appointment of proxies

	 	 	75	 	 	 	34	 
	Completing proxy forms

	 	 	76	 	 	 	34	 
	Delivering proxy forms

	 	 	77	 	 	 	35	 
	Cancellation of proxy’s authority

	 	 	78	 	 	 	36	 
	Authority of proxies

	 	 	79	 	 	 	36	 
	Representatives of companies

	 	 	80	 	 	 	36	 
	Challenging votes

	 	 	81	 	 	 	36	 
	 
	 	 	 	 	 	 	 	 
	Directors
	 	 	 	 	 	 	 	 
	The number of directors

	 	 	82	 	 	 	37	 
	Qualification to be a director

	 	 	83	 	 	 	37	 
	Directors’ fees and expenses

	 	 	84	 	 	 	37	 
	Special pay

	 	 	85	 	 	 	37	 
	Directors’ expenses

	 	 	86	 	 	 	38	 
	Directors’ pensions and other benefits

	 	 	87	 	 	 	38	 
	Appointing directors to various posts

	 	 	88	 	 	 	38	 
	 
	 	 	 	 	 	 	 	 
	Changing Directors
	 	 	 	 	 	 	 	 
	 
	Retiring directors

	 	 	89	 	 	 	39	 






- iii -









 






	 	 	 	 	 	 	 	 	 
	 	 	Article No.	 	Page No.
	Eligibility for re-election

	 	 	90	 	 	 	39	 
	Re-electing a director who is retiring

	 	 	91	 	 	 	39	 
	Election of two or more directors

	 	 	92	 	 	 	39	 
	People who can be directors

	 	 	93	 	 	 	39	 
	The power to fill vacancies and appoint extra directors

	 	 	94	 	 	 	40	 
	Removing and appointing directors by an ordinary resolution

	 	 	95	 	 	 	40	 
	When directors are disqualified

	 	 	96	 	 	 	40	 
	 
	 	 	 	 	 	 	 	 
	Directors’ Meetings
	 	 	 	 	 	 	 	 
	Directors’ meetings

	 	 	97	 	 	 	41	 
	Who can call directors’ meetings

	 	 	98	 	 	 	41	 
	How directors’ meetings are called

	 	 	99	 	 	 	41	 
	Quorum

	 	 	100	 	 	 	41	 
	The Chairman of directors’ meetings

	 	 	101	 	 	 	42	 
	Voting at directors’ meetings

	 	 	102	 	 	 	42	 
	Directors can act even if there are vacancies

	 	 	103	 	 	 	42	 
	Directors’ meetings by video conference and telephone

	 	 	104	 	 	 	42	 
	Directors’ written resolutions

	 	 	105	 	 	 	43	 
	The validity of directors’ actions

	 	 	106	 	 	 	43	 
	 
	 	 	 	 	 	 	 	 
	Directors’ Interests
	 	 	 	 	 	 	 	 
	Directors’ interests in transactions with the Company

	 	 	107	 	 	 	43	 
	When directors can vote on things in which they are interested

	 	 	108	 	 	 	44	 
	More about directors’ interests

	 	 	109	 	 	 	45	 
	 
	 	 	 	 	 	 	 	 
	Directors’ Committees
	 	 	 	 	 	 	 	 
	Delegating powers to committees

	 	 	110	 	 	 	46	 
	Committee procedure

	 	 	111	 	 	 	46	 
	 
	 	 	 	 	 	 	 	 
	Directors’ Powers
	 	 	 	 	 	 	 	 
	The directors’ management powers

	 	 	112	 	 	 	46	 
	The power to establish local boards

	 	 	113	 	 	 	47	 
	The power to appoint attorneys

	 	 	114	 	 	 	47	 
	Borrowing powers

	 	 	115	 	 	 	48	 
	Borrowing restrictions

	 	 	116	 	 	 	48	 
	 
	 	 	 	 	 	 	 	 
	Alternate Directors
	 	 	 	 	 	 	 	 
	Alternate directors

	 	 	117	 	 	 	50	 
	 
	 	 	 	 	 	 	 	 
	The Secretary
	 	 	 	 	 	 	 	 
	The Secretary and Deputy and Assistant Secretaries

	 	 	118	 	 	 	51	 
	 
	 	 	 	 	 	 	 	 
	The Seal
	 	 	 	 	 	 	 	 
	The Seal

	 	 	119	 	 	 	51	 






- iv -









 






	 	 	 	 	 	 	 	 	 
	 	 	Article No.	 	Page No.
	Authenticating Documents
	 	 	 	 	 	 	 	 
	Establishing that documents are genuine

	 	 	120	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 
	Reserves
	 	 	 	 	 	 	 	 
	Setting up reserves

	 	 	121	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 
	Dividends
	 	 	 	 	 	 	 	 
	No dividends are payable except out of profits

	 	 	122	 	 	 	53	 
	Final dividends

	 	 	123	 	 	 	53	 
	Fixed and interim dividends

	 	 	124	 	 	 	53	 
	Dividends not in cash

	 	 	125	 	 	 	53	 
	Calculation and currency of dividends

	 	 	126	 	 	 	54	 
	Deducting amounts owing from dividends and other money

	 	 	127	 	 	 	54	 
	Payments to shareholders

	 	 	128	 	 	 	54	 
	Record dates for payments and other matters

	 	 	129	 	 	 	55	 
	Dividends which are not claimed

	 	 	130	 	 	 	55	 
	Waiver of dividends

	 	 	131	 	 	 	55	 
	 
	 	 	 	 	 	 	 	 
	Capitalising Reserves
	 	 	 	 	 	 	 	 
	Capitalising reserves

	 	 	132	 	 	 	56	 
	 
	 	 	 	 	 	 	 	 
	Scrip Dividends
	 	 	 	 	 	 	 	 
	Ordinary Shareholders can be offered the right to receive
extra shares instead of cash dividends

	 	 	133	 	 	 	56	 
	 
	 	 	 	 	 	 	 	 
	Accounts
	 	 	 	 	 	 	 	 
	Accounting and other records

	 	 	134	 	 	 	59	 
	Location and inspection of records

	 	 	135	 	 	 	59	 
	Sending copies of accounts and other documents

	 	 	136	 	 	 	59	 
	 
	 	 	 	 	 	 	 	 
	Auditors
	 	 	 	 	 	 	 	 
	Actions of auditors

	 	 	137	 	 	 	60	 
	Auditors at General Meetings

	 	 	138	 	 	 	60	 
	 
	 	 	 	 	 	 	 	 
	Communications with Shareholders
	 	 	 	 	 	 	 	 
	Serving and delivering notices and other documents

	 	 	139	 	 	 	60	 
	Notices to joint holders

	 	 	140	 	 	 	60	 
	Notices for shareholders with foreign addresses

	 	 	141	 	 	 	61	 
	When notices are served

	 	 	142	 	 	 	61	 
	Serving notices and documents on shareholders who have died
or are bankrupt

	 	 	143	 	 	 	61	 
	If documents are accidentally not sent or the postal services
are suspended

	 	 	144	 	 	 	62	 
	Signature or authentication of documents

	 	 	145	 	 	 	62	 






- v -









 






	 	 	 	 	 	 	 	 	 
	 	 	Article No.	 	Page No.
	Minutes and Records
	 	 	 	 	 	 	 	 
	Minutes

	 	 	146	 	 	 	63	 
	Availability of records for inspection and notifying the
Registrar of Companies

	 	 	147	 	 	 	63	 
	 
	 	 	 	 	 	 	 	 
	Winding Up
	 	 	 	 	 	 	 	 
	Directors’ power to petition

	 	 	148	 	 	 	63	 
	Distribution of assets in kind

	 	 	149	 	 	 	64	 
	 
	 	 	 	 	 	 	 	 
	Destroying Documents
	 	 	 	 	 	 	 	 
	Destroying documents

	 	 	150	 	 	 	64	 
	 
	 	 	 	 	 	 	 	 
	Directors’ Liabilities
	 	 	 	 	 	 	 	 
	Indemnity

	 	 	151	 	 	 	65	 
	Insurance and Defence funding

	 	 	152	 	 	 	66	 
	 
	 	 	 	 	 	 	 	 
	Share Warrants
	 	 	 	 	 	 	 	 
	Issue of Share Warrants

	 	 	153	 	 	 	67	 
	Directors can accept a certificate instead of a Share Warrant

	 	 	154	 	 	 	67	 
	Requesting a Share Warrant

	 	 	155	 	 	 	68	 
	Replacing Share Warrants

	 	 	156	 	 	 	68	 
	Rights of the Bearer

	 	 	157	 	 	 	68	 
	Bearers of Share Warrants participating in securities offers

	 	 	158	 	 	 	69	 
	Communications with Bearers of Share Warrants

	 	 	159	 	 	 	69	 
	Issuing shares to which the Share Warrant relates

	 	 	160	 	 	 	70	 
	 
	 	 	 	 	 	 	 	 
	ADR Depositary
	 	 	 	 	 	 	 	 
	ADR Depositary can appoint proxies

	 	 	161	 	 	 	70	 
	The ADR Depositary must keep a Proxy Register

	 	 	162	 	 	 	71	 
	Appointed Proxies can only attend General Meetings if
properly appointed

	 	 	163	 	 	 	71	 
	Rights of Appointed Proxies

	 	 	164	 	 	 	71	 
	Sending information to an Appointed Proxy

	 	 	165	 	 	 	71	 
	The Company can pay dividends to an Appointed Proxy

	 	 	166	 	 	 	72	 
	The Proxy Register may be fixed at a certain date

	 	 	167	 	 	 	72	 
	The nature of an Appointed Proxy’s interest

	 	 	168	 	 	 	72	 
	Validity of the appointment of Appointed Proxies

	 	 	169	 	 	 	72	 
	 
	 	 	 	 	 	 	 	 
	Rights and Restrictions Attached to the B Shares
	 	 	 	 	 	 	 	 
	Definitions

	 	 	170	 	 	 	73	 
	Income

	 	 	171	 	 	 	74	 
	Capital

	 	 	172	 	 	 	75	 
	Redemption

	 	 	173	 	 	 	75	 
	Initial B Share Dividend

	 	 	174	 	 	 	76	 
	Voting at General Meetings

	 	 	175	 	 	 	76	 
	Purchase of Shares

	 	 	176	 	 	 	76	 






- vi -









 






	 	 	 	 	 	 	 	 	 
	 	 	Article No.	 	Page No.
	Class Rights

	 	 	177	 	 	 	77	 
	Form

	 	 	178	 	 	 	77	 
	Deletion of Articles 170 to 179 when no B Shares in existence

	 	 	179	 	 	 	77	 
	 
	 	 	 	 	 	 	 	 
	Rights and Restrictions Attached to the Deferred Shares
	 	 	 	 	 	 	 	 
	Income

	 	 	180	 	 	 	77	 
	Capital

	 	 	181	 	 	 	77	 
	Redemption

	 	 	182	 	 	 	78	 
	Attendance and Voting at General Meetings

	 	 	183	 	 	 	78	 
	Form

	 	 	184	 	 	 	78	 
	Class Rights

	 	 	185	 	 	 	78	 
	Transfer and Purchase

	 	 	186	 	 	 	79	 
	Deletion of Articles 180 to 187 when no Deferred Shares in
existence

	 	 	187	 	 	 	79	 
	 
	 	 	 	 	 	 	 	 
	Approved Depositaries
	 	 	 	 	 	 	 	 
	Appointments

	 	 	188	 	 	 	79	 
	Rights of Nominated Proxies

	 	 	189	 	 	 	80	 
	 
	 	 	 	 	 	 	 	 
	Glossary

	 	 	 	 	 	 	81	 






- vii -









 





Company Number: 1833679




The Companies Acts




Company Limited by Shares




ARTICLES OF ASSOCIATION


Adopted on 29 July 2008 pursuant to a Special Resolution passed on 29 July 2008.




of


VODAFONE GROUP PUBLIC LIMITED COMPANY




PRELIMINARY ARTICLES





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





	 	 	 
	Words and Phrases	 	Meaning
	Act

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

	 	This is defined in Article 116.2.






- 1 -









 






	 	 	 
	Words and Phrases	 	Meaning
	ADR Depositary

	 	A custodian or other person or persons approved by the

directors who:
	 
	 	 
	 

	 	holds shares in the Company under arrangements where either the
custodian or some other person issues American Depositary
Receipts which evidence American Depositary Shares representing
shares in the Company; and/or
	 
	 	 
	 

	 	is appointed by or on behalf of the Company to hold Share
Warrants.
	 
	 	 
	alternate director

	 	This is defined in Article 117.1.
	 
	 	 
	American Depositary
Shares

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

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

	 	This is defined in Article 161.1.
	 
	 	 
	Appointed Number

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

	 	This means someone appointed:
	 
	 	 
	 

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

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

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

	 	This is defined in Article 72.11, for the purposes of Article
72.
	 
	 	 
	Articles

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

	 	This is defined in Article 152.6.
	 
	 	 
	Bearer

	 	This is defined in Article 153.1.






- 2 -









 






	 	 	 
	Words and Phrases	 	Meaning
	Borrowings

	 	This is defined in Article 116.2.
	 
	 	 
	class meeting

	 	This is defined in Article 40.1.
	 
	 	 
	Common Seal

	 	Any seal which the Company may have under the Companies Acts
and which the Company may use to execute documents.
	 
	 	 
	Companies Act 1985

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

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

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

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

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

	 	This is defined in Article 80.
	 
	 	 
	the Company

	 	Vodafone Group Public Limited Company.
	 
	 	 
	CREST Regulations

	 	The Uncertificated Securities Regulations 2001.
	 
	 	 
	default shares

	 	This is defined in Article 72.1, for the purposes of Article 72.
	 
	 	 
	Depositary Shares

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

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

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

	 	This is defined in Article 72.3 for the purposes of Article 72.
	 
	 	 
	elected shares

	 	This is defined in Article 133.10.
	 
	 	 
	equity securities

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

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






- 3 -









 






	 	 	 
	Words and Phrases	 	Meaning
	Fixed Rate Shares

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

	 	This is defined in Article 116.2, for the purposes of Article
116.
	 
	 	 
	London Stock Exchange

	 	London Stock Exchange plc.
	 
	 	 
	Memorandum

	 	The Memorandum of Association of the Company.
	 
	 	 
	Nominated Proxy

	 	Each person the Approved Depositary has appointed as a proxy
under Article 188.1.
	 
	 	 
	Nominated Proxy Register

	 	This is defined in Article 188.2, for the purposes of Articles
188 and 189.
	 
	 	 
	non equity securities

	 	Securities which are not equity securities.
	 
	 	 
	operator

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

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

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

	 	Includes a share or other security which is treated or credited
as paid up.
	 
	 	 
	pay

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

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

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

	 	This includes any document, electronic form or website based
form which appoints a proxy.
	 
	 	 
	Proxy Register

	 	This is defined in Article 162.1.
	 
	 	 
	recognised clearing house

	 	A clearing house granted recognition under the Financial
Services and Markets Act 2000.
	 
	 	 
	recognised investment
exchange

	 	An investment exchange granted recognition under the Financial
Services and Markets Act 2000.
	 
	 	 
	Record Date

	 	This is defined in Article 167.1, for the purposes of Article
167.
	 
	 	 
	Record Time

	 	This is defined in Article 189.4, for the purposes of Article
189.
	 
	 	 
	Register

	 	The Company’s register of members.






- 4 -









 






	 	 	 
	Words and Phrases	 	Meaning
	Registered Office

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

	 	This is defined in Article 152.1, for the purposes of Article
152.
	 
	 	 
	relevant securities

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

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

	 	This is defined in Article 133.5, for the purposes of Article
133.
	 
	 	 
	rights of any share

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

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

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

	 	This is defined in Article 158.3, for the purposes of Article
158.
	 
	 	 
	Securities Seal

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

	 	A share warrant to bearer issued by the Company.
	 
	 	 
	shareholder

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

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

	 	Shares which are in issue at the relevant time.
	 
	 	 
	sterling

	 	The currency of the United Kingdom.
	 
	 	 
	subsidiary

	 	A subsidiary as defined in Section 1159 of the Companies Act
2006.
	 
	 	 
	subsidiary undertaking

	 	A subsidiary undertaking as defined in Section 1162 of the
Companies Act 2006.
	 
	 	 
	Substantive Resolution

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






- 5 -









 






	 	 	 
	Words and Phrases	 	Meaning
	takeover offer

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

	 	The terms on which a share was issued.
	 
	 	 
	Transfer Office

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

	 	The Financial Services Authority in its capacity as the
competent authority for official listing under Part VI of the
Financial Services and Markets Act 2000.
	 
	 	 
	United Kingdom

	 	Great Britain and Northern Ireland.
	 
	 	 
	US dollars

	 	The currency of the United States of America.
	 
	 	 
	working day

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







	2.2	 	References to a debenture include debenture stock and references to a debenture holder
include a debenture stockholder.
	 
	2.3	 	Where the Articles refer to a person who is automatically entitled to a share by law, this
includes a person who is entitled to the share as a result of the death, or bankruptcy, of a
shareholder.
	 
	2.4	 	Words which refer to a single number also refer to plural numbers, and the other way around.
	 
	2.5	 	Words which refer to males also refer to females and to other persons.
	 
	2.6	 	References to a person or people include companies, unincorporated associations and so on.
	 
	2.7	 	References to officers include directors, managers and the Secretary, but not the Company’s
auditors.
	 
	2.8	 	References to the directors are to the board of directors unless the way in which directors
is used does not allow this meaning.
	 
	2.9	 	Any headings in these Articles are only included for convenience. They do not affect the
meaning of the Articles.
	 
	2.10	 	When an Act or the Articles are referred to, the version which is current at any particular
time will apply.
	 
	2.11	 	Where the Articles give any power or authority to anybody, this power or authority can be
used on any number of occasions, unless the way in which the word is used does not allow this
meaning.
	 
	2.12	 	Any word or phrase which is defined in the Companies Acts (excluding any modification to them
by a further Act which is not in force when these Articles are adopted) means the




- 6 -









 






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






	2.13	 	Where the Articles say that anything can be done by passing an ordinary resolution, this can
also be done by passing a special resolution.
	 
	2.14	 	Where the Articles refer to changing the amount of shares this means doing any or all of the
following:






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






	2.15	 	Where the Articles refer to any document being made effective this means being signed,
sealed, authenticated or executed in some other legally valid way.
	 
	2.16	 	Where the Articles refer to months or years, these are calendar months or years.
	 
	2.17	 	Articles which apply to fully-paid shares can also apply to stock. References in those
Articles to share or shareholder include stock or stockholder.
	 
	2.18	 	Where the Articles refer to shares in certificated form, this means that ownership of the
shares can be transferred using a transfer document (rather than in accordance with the CREST
Regulations) and that a share certificate is usually issued to the owner.
	 
	2.19	 	Where the Articles refer to shares in uncertificated form, this means that ownership of the
shares can be transferred in accordance with the CREST Regulations without using a transfer
document and that no share certificate is issued to the owner.
	 
	2.20	 	Where the Articles refer to a period of clear days, the period does not include the date the
notice is delivered, or treated as being delivered, nor the date of the General Meeting or
other relevant event.
	 
	2.21	 	The expressions “hard copy form”, “electronic form” and “electronic means” shall have the
same respective meanings as in the Company Communications Provisions.
	 
	2.22	 	The term address when used in relation to communications via electronic means or by means of
a website includes any number or address used for the purposes of such communication.
	 
	2.23	 	Where the Articles refer to anything that should be in writing, this means it should be
written or produced by any substitute for writing (including anything in electronic form) or
partly one and partly another.





SHARE CAPITAL





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







 




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




- 7 -









 











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





FIXED RATE SHARES





	4	 	Right of Fixed Rate Shares to profits
	 
	4.1	 	If the Company has profits which are available for distribution and the directors resolve
that these should be distributed, the holders of the Fixed Rate Shares are entitled, before
the holders of any other class of shares, to be paid in respect of each financial year or
other accounting period of the Company a fixed cumulative preferential dividend (“preferential
dividend”) at the rate of 7 per cent. per annum on the nominal value of the Fixed Rate Shares
which is paid up or treated as paid up.
	 
	4.2	 	Subject to Article 4.3 below, the preferential dividend will be paid yearly, on 31 March in
respect of each financial year ending on or before that date. If this date is not a working
day, the payment will be made on the next working day.
	 
	4.3	 	When the Company has to calculate a dividend on the Fixed Rate Shares for a period other than
a calendar year ending on 31 March (being another accounting period, the first dividend period
arising for the Fixed Rate Shares or otherwise), the daily dividend rate will be worked out by
dividing the yearly dividend rate by 365 days. This daily rate will then be multiplied by the
actual number of days which have passed in the relevant period, but not including the date of
payment, to give the amount payable for that period.
	 
	4.4	 	Except as provided in this Article, the Fixed Rate Shares do not have any other right to
share in the Company’s profits.
	 
	5	 	Right of Fixed Rate Shares to capital
	 
	5.1	 	If the Company is wound up (but in no other circumstances involving a repayment of capital or
distribution of assets to shareholders whether by reduction of capital, redeeming or buying
back shares or otherwise), the holders of the Fixed Rate Shares will be entitled, before the
holders of any other class of shares to:






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




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



Following the admission to the Official List of the consolidated Ordinary
Shares, the share capital of the Company was altered to £9,990,050,000 and
US$7,800,000,000 divided into 50,000 Fixed Rate Shares of £1 each,
66,600,000,000 B Shares of 15 pence each and 68,250,000,000 Ordinary
Shares of 113/7 cents each on 31 July 2006.



On 7 August 2006, the share capital of the Company was altered following the
conversion of 28,036,064,426 B Shares of 15 pence each into 28,036,064,426
Deferred Shares of 15 pence each in accordance with the Company’s Articles of
Association.




- 8 -









 






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






	5.2	 	If there is a winding up to which Article 5.1 applies, and there is not enough to pay the
amounts due on the Fixed Rate Shares, the holders of the Fixed Rate Shares will share what is
available in proportion to the amounts to which they would otherwise be entitled. The holders
of the Fixed Rate Shares will be given preference over the holders of other classes of shares
which rank behind them in sharing in the Company’s assets.
	 
	5.3	 	Except as provided in this Article 5, the Fixed Rate Shares do not have any other right to
share in the Company’s surplus assets.
	 
	6	 	Voting rights of Fixed Rate Shares
	 
	6.1	 	The holders of the Fixed Rate Shares are only entitled to receive notice of General Meetings,
or to attend, speak and vote at General Meetings, as set out below.






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






	6.2	 	If the holders of the Fixed Rate Shares are entitled to vote at a General Meeting, each
holder present in person or by proxy (or, being a company, by a company representative) has
one vote on a show of hands and on a poll every holder who is present in person or by proxy
(or, being a company, by a company representative) shall have one vote in respect of each
fully paid Fixed Rate Share.
	 
	7	 	Varying the rights of Fixed Rate Shares
	 
	 	 	The rights of the holders of the Fixed Rate Shares will be regarded as being varied or
abrogated if any resolution is passed for the reduction of the amount of capital paid up on
the Fixed Rate Shares but not for the repayment of the Fixed Rate Shares at par.
	 
	 	 	Accordingly, this can only take place if:






	 	•	 	holders of at least three quarters in nominal value of the Fixed Rate Shares agree
in writing; or
	 
	 	•	 	a special resolution is passed at a separate class meeting by the holders of the
Fixed Rate Shares approving the proposal,
	 
	 	in accordance with Article 40.





- 9 -









 





CHANGING CAPITAL





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






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






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






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






	11	 	Fractions of shares






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




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






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






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





SHARES





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










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






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






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






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






	16	 	The directors’ authority to allot “relevant securities” and “equity securities”






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






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






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






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





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






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






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






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






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






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




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






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






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





SHARES IN UNCERTIFICATED FORM





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






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






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






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










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SHARE CERTIFICATES





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






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






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






	 	•	 	one month after the allotment of a new share;




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	 	•	 	five working days after a valid transfer of fully-paid shares is presented for
registration;
	 
	 	•	 	two months after a valid transfer of partly-paid shares is presented for
registration; or
	 
	 	•	 	where a request relating to Share Warrants has been made in accordance with Article
160.1, as set out in Article 160.3.






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






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






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





CALLS ON SHARES





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






	 	•	 	make calls as often, and whenever, they think fit;




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	 	•	 	decide when and where the money is to be paid;
	 
	 	•	 	decide that the money can be paid by instalments; or
	 
	 	•	 	wholly or partly revoke or postpone any call.






	 	 	A call is treated as having been made as soon as the directors pass a resolution authorising
it.






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










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	28.2	 	The money which is paid in advance in this way shall not be included in calculating the
dividend payable on the shares in respect of which the money paid in advance has been paid.





FORFEITING SHARES





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






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






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










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





LIENS ON PARTLY PAID SHARES





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






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










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






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






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






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





CHANGING SHARE RIGHTS





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










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






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






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






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






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





TRANSFERRING SHARES





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










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






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





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





PERSONS AUTOMATICALLY ENTITLED TO SHARES BY LAW





	47	 	When a shareholder dies
	 
	47.1	 	When a sole shareholder dies (or a shareholder who is the last survivor of joint shareholders
dies), his legal personal representatives will be the only people whom the Company will
recognise as being entitled to his shares.
	 
	47.2	 	If a shareholder who is a joint shareholder dies, the remaining joint shareholder or
shareholders will be the only people who the Company will recognise as being entitled to his
shares.
	 
	47.3	 	This Article does not discharge the estate of any joint shareholder from any liability.
	 
	48	 	Registering personal representatives
	 
	 	 	A person who becomes automatically entitled to a share by law can either be registered as
the shareholder, or can select some other person to whom the share is to be transferred. The
person who is automatically entitled by law must provide any evidence of his entitlement
which is reasonably required by the directors.
	 
	49	 	A person who wants to be registered must give notice
	 
	 	 	If a person who is automatically entitled to shares by law wants to be registered as a
shareholder, he must deliver or send a notice to the Company saying that he has made this
decision. He must sign or authenticate this notice in accordance with Article 145, and it
must be in the form which the directors require. This notice will be treated as a transfer
form and all of the provisions of these Articles about registering transfers of shares apply
to it. The directors have the same power to refuse to register the automatically entitled
person as they would have had in deciding whether to register a transfer by the person who
was previously entitled to the shares.
	 
	50	 	Having another person registered
	 
	 	 	If a person who is automatically entitled to a share by law wants the share to be
transferred to another person, he must do the following:






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






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




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






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





SHAREHOLDERS WHO CANNOT BE TRACED





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






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






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










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	 	 	the money cannot be invested in the Company’s shares, or in the shares of any holding
company of the Company.
	 
	52.5	 	In the case of uncertificated shares, this Article is subject to any restrictions which apply
under the CREST Regulations.





GENERAL MEETINGS





	53	 	The Annual General Meeting
	 
	 	 	Except as provided in the Companies Acts, the Company must hold an Annual General Meeting
once in each period of six months beginning with the day following the Company’s accounting
reference date, in addition to any other General Meetings which are held in the year. The
notice calling the Annual General Meeting must say that the meeting is the Annual General
Meeting. The Annual General Meeting must be held in accordance with the Companies Acts. The
directors must decide when and where to hold the Annual General Meeting.
	 
	54	 	Calling a General Meeting
	 
	 	 	The directors can decide to call a General Meeting at any time. General Meetings must also
be called promptly in response to a requisition by shareholders under the Companies Acts. If
a General Meeting is not called in response to such a request by shareholders, it can be
called by the shareholders who requested the General Meeting in accordance with the
Companies Acts. Any General Meeting requisitioned in this way by shareholders shall be
called in the same manner as nearly as possible to that in which General Meetings are called
by the directors. The directors must decide when and where to hold a General Meeting.
	 
	55	 	Notice of General Meetings
	 
	55.1	 	At least 21 clear days’ notice in writing must be given for every Annual General Meeting. For
every other General Meeting at least 14 clear days’ notice in writing must be given.
	 
	 	 	However, a shorter period of notice can be given:






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






	55.2	 	Any notice of General Meeting must state:






	 	•	 	where the General Meeting is to be held;
	 
	 	•	 	the date and time of the General Meeting;
	 
	 	•	 	the general nature of the business of the General Meeting;
	 
	 	•	 	if any resolution will be proposed as a special resolution; and










- 25 -









 












	 	•	 	in a reasonably prominent place that a shareholder entitled to attend and vote can
appoint one or more proxies (who need not be shareholders) to exercise all or any of
his rights to attend, speak and vote instead of that shareholder.






	55.3	 	Notices of General Meetings must be given to the shareholders, except in cases where the
Articles or the rights attached to the shares state that the holders are not entitled to
receive them from the Company. Notice must also be given to the Company’s auditors. The day
when the notice is served (see Article 142), or is treated as served, and the day of the
General Meeting do not count towards the period of notice. In relation to any class of shares
some of which are in uncertificated form the Company can decide that only people who are
entered on the Register at the close of business on a particular day are entitled to receive
such a notice. That day shall be a day chosen by the Company and falling not more than 21 days
before the notice is sent.
	 
	55.4	 	Unless the Companies Act 2006 does not require it, the Company must, on the requisition in
writing of such number of shareholders as is specified in the Companies Act 2006, send to
shareholders:






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






	 	 	Notice of any such resolution shall be given, and any such statement shall be circulated, to
shareholders of the Company entitled to have notice of the General Meeting sent to them.
Subject to the Companies Act 2006, the cost of this, unless the Company decides otherwise,
must be borne by the requisitionists.





PROCEEDINGS AT GENERAL MEETINGS





	56	 	The chairman of a General Meeting
	 
	56.1	 	The Chairman of the directors will be the chairman at every General Meeting, if he is present
and willing to take the chair.
	 
	56.2	 	If the Company does not have a Chairman, or if the Chairman is not present and willing to
chair the General Meeting, a Deputy Chairman will chair the meeting if he is present and
willing to take the chair.
	 
	56.3	 	Where there is more than one Deputy Chairman at a General Meeting and there is more than one
present, and the Chairman is not there, the Deputy Chairman to take the chair will be the
longest serving Deputy Chairman present.
	 
	56.4	 	If the Company does not have a Chairman or a Deputy Chairman, or if neither the Chairman or
any Deputy Chairman are present and willing to chair the General Meeting, after waiting ten
minutes from the time that a meeting is due to start, the directors who are present will
choose one of themselves to act as chairman. If there is only one director present, he will be
chairman if he is willing.










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	56.5	 	If there is no director present and willing to be chairman, then a shareholder may be elected
to be the chairman by a resolution of the Company passed at the General Meeting.
	 
	56.6	 	To avoid any doubt, nothing in these Articles restricts or excludes any of the powers or
rights of a chairman of a meeting which are given by the general law.
	 
	57	 	Security, and other arrangements at General Meetings
	 
	 	 	Either the chairman of a General Meeting, or the Secretary, can take any action he considers
necessary (including adjourning the General Meeting) for:






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






	 	 	Where the chairman of a General Meeting or the Secretary decides to adjourn a General
Meeting in this way, he can adjourn the General Meeting to a time, date and place he decides
(or indefinitely). He does not need the agreement of those present at the General Meeting to
do this.
	 
	58	 	Overflow meeting rooms
	 
	 	 	The directors can arrange for any people who they consider cannot be seated in the main
meeting room, where the chairman will be, to attend and take part in a General Meeting in an
overflow room or rooms. Any overflow room must have a live video and two way sound link with
the main room for the General Meeting, where the chairman will be. The video and sound link
must enable those in all the rooms to see and hear what is going on in the other rooms. The
notice of the General Meeting does not have to give details of any arrangements under this
Article. The directors can decide on how to divide people between the main room and any
overflow room. If any overflow room is used, the General Meeting will be treated as being
held, and taking place, in the main room.
	 
	59	 	The quorum needed for General Meetings
	 
	 	 	Before a General Meeting starts to conduct business, there must be a quorum present. If
there is not, the meeting cannot carry out any business. Unless other Articles say
otherwise, a quorum for all purposes is two people who are entitled to vote. They can be
personally present or proxies for shareholders or duly authorised company representatives or
a combination of shareholders, duly authorised company representatives for companies and
proxies.





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	60	 	The procedure if there is no quorum
	 
	60.1	 	This Article 60 applies if a quorum is not present either within 30 minutes of the time fixed
for a General Meeting to start or within any longer period (being no longer than an hour from
the time fixed for the General Meeting to start) on which the chairman may decide and if
during the meeting a quorum ceases to be present. If the General Meeting was called by
shareholders it is cancelled. Any other General Meeting is adjourned to the same day in the
next week (or if that day is a public holiday, then the next day which is not a Saturday,
Sunday or public holiday) at the same time and place or to any other day and time and place
which the directors decide.
	 
	60.2	 	If a quorum is not present within 15 minutes of the time fixed for the start of the adjourned
meeting, the adjourned General Meeting shall be cancelled.
	 
	61	 	Adjourning meetings
	 
	61.1	 	Subject to Article 57, the chairman of a General Meeting can adjourn a meeting which has a
quorum present, if this is agreed by those present at the General Meeting. This can be to a
time, date and place proposed by the chairman or may be an indefinite adjournment. The
chairman must adjourn the General Meeting if the General Meeting directs him to. In these
circumstances the General Meeting will decide how long the adjournment will be, and where it
will adjourn to. If a General Meeting is adjourned indefinitely, the directors will fix the
time, date and place of the adjourned General Meeting.
	 
	61.2	 	General Meetings can be adjourned more than once. But if a General Meeting is adjourned for
more than 30 days or indefinitely, at least seven days’ notice must be given of the adjourned
General Meeting in the same way as was required for the original General Meeting. If a General
Meeting is adjourned for less than 30 days, there is no need to give notice of the adjourned
General Meeting, or about the business to be considered there.
	 
	61.3	 	An adjourned General Meeting can only deal with business that could have been dealt with at
the original General Meeting before it was adjourned.
	 
	62	 	Amending resolutions
	 
	 	 	If the chairman of a General Meeting, acting in good faith, rules an amendment to a
resolution out of order, any error in that ruling will not affect the validity of a vote on
the original resolution.





VOTING PROCEDURES





	63	 	How votes are taken
	 
	63.1	 	All Substantive Resolutions will only be decided on a poll. All Procedural Resolutions will
be decided by a show of hands, unless a poll is demanded before the resolution is put to the
vote on a show of hands or on the result of the show of hands being declared by the chairman.
A poll can be demanded by:






	 	•	 	the chairman of the General Meeting;




- 28 -









 












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






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






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






	64.3	 	If a poll is called, a shareholder can vote either personally or by his proxy. If a
shareholder votes on a poll, he does not have to use all of his votes or cast all his votes in
the same way.
	 
	65	 	Where there cannot be a poll
	 
	 	 	Notwithstanding any other provision in these Articles, a poll is not allowed on a vote to
elect a chairman of a General Meeting, nor is a poll allowed on a vote to adjourn a General
Meeting, unless the chairman of the General Meeting demands a poll.
	 
	66	 	A General Meeting continues after a poll is demanded
	 
	 	 	A demand for a poll on a particular matter does not stop a General Meeting from continuing
and dealing with matters other than the question on which the poll was demanded.
	 
	67	 	Timing of a poll
	 
	 	 	A poll on a resolution to adjourn the General Meeting must be taken immediately at the
General Meeting. Any other poll can either be taken immediately at the General Meeting or





- 29 -









 






	 	 	within 30 days from the date it was demanded and at a time and place decided on by the
chairman. No notice is required for a poll which is not taken immediately if the time and
place at which it is to be taken are announced at the General Meeting at which it is
demanded. In any other case, at least seven clear days’ notice must be given specifying the
time and place at which the poll is to be taken.
	 
	68	 	The chairman’s casting vote
	 
	 	 	Where voting has taken place on an ordinary resolution and the votes are equal, either on a
show of hands or on a poll, the chairman of the General Meeting is entitled to a further,
casting vote. This is in addition to any other votes which the chairman may have as a
shareholder, or as a proxy.
	 
	69	 	The effect of a declaration by the chairman
	 
	 	 	On a vote on a resolution at a General Meeting on a show of hands, a declaration by the
chairman that the resolution:






	 	•	 	has or has not been passed; or
	 
	 	•	 	has or has not been passed with a particular majority,






	 	 	is conclusive evidence of that fact without proof of the number or proportion of the votes
recorded in favour of or against the resolution. An entry in respect of such a declaration
in minutes of the meeting recorded in accordance with the Companies Acts is also conclusive
evidence of that fact without such proof. This Article does not have effect if a poll is
demanded in respect of the resolution (and the demand is not subsequently withdrawn).





VOTING RIGHTS





	70	 	The votes of shareholders
	 
	 	 	At a General Meeting:






	 	•	 	on a show of hands every shareholder (who is entitled to be present and to vote) who
is present in person or by proxy (who has been duly appointed) or, being a company, by
a company representative shall have one vote; and
	 
	 	•	 	on a poll, every shareholder (who is entitled to be present and to vote) who is
present in person or by proxy (who has been duly appointed) or, being a company, by a
company representative shall have one vote for every share which he holds.






	 	 	This is subject to any special rights or restrictions which are given to any class of shares
by, or in accordance with, the Articles.
	 
	71	 	Shareholders who owe money to the Company
	 
	 	 	Unless the Articles provide otherwise, the only people who are entitled to attend and/or
vote at General Meetings or to exercise any other right conferred by being a shareholder in
relation to General Meetings, are shareholders who have paid the Company all calls,




- 30 -









 






	 	 	and all other sums, relating to their shares which are due at the time of the General
Meeting. This applies both to attending the General Meeting personally and to appointing a
proxy.
	 
	72	 	Suspension of rights on non-disclosure of interest
	 
	72.1	 	This Article applies if any shareholder, or any person appearing to be interested in shares
(within the meaning of Part 22 of the Companies Act 2006) held by that shareholder, has been
properly served with a notice under Section 793 of the Companies Act 2006, requiring
information about interests in shares, and has failed for a period of 14 days from the date of
the notice to supply to the Company the information required by that notice. Then (subject to
the provisions of the Companies Acts and this Article, and unless the directors otherwise
decide) the shareholder is not (for so long as the failure continues) entitled to attend or
vote either personally or by proxy at a shareholders’ meeting or to exercise any other right
in relation to a shareholders’ meeting as holder of:






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






	72.2	 	Any person who acquires shares subject to restrictions under Article 72.1 is subject to the
same restrictions, unless:






	 	•	 	the transfer was an approved transfer (see Article 72.11); or
	 
	 	•	 	the transfer was by a shareholder who was not himself in default in supplying the
information required by the notice under Article 72.1 and a certificate in accordance
with Article 72.3 is provided.






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






	 	•	 	any dividend or part of a dividend or other money which would otherwise be payable
on the default shares shall be retained by the Company (without any liability to pay
interest when that dividend or money is finally paid to the shareholder);
	 
	 	•	 	the shareholder will not be allowed to choose to receive shares in place of
dividends in accordance with Article 133; and/or
	 
	 	•	 	subject to Article 72.4, no transfer of any of the shares held by the shareholder
will be registered unless:






	 	•	 	either the transfer is an approved transfer (see Article 72.11);
	 
	 	•	 	or the shareholder is not himself in default as regards supplying the
information required; and (in this case)






	 	•	 	the transfer is of part only of his holding; and
	 
	 	•	 	when presented for registration, the transfer is accompanied by a
certificate by the shareholder. This certificate must be in a form
satisfactory to the directors and state that after due and careful




- 31 -









 






	 	 	 	enquiry the shareholder is satisfied that none of the shares included
in the transfer are default shares.






	72.4	 	Any direction notice can treat shares of a shareholder in certificated and uncertificated
form as separate shareholdings and either apply only to shares in certificated form or to
shares in uncertificated form or apply differently to shares in certificated and
uncertificated form. In the case of shares in uncertificated form the directors can only use
their discretion to prevent a transfer if this is allowed by the CREST Regulations.
	 
	72.5	 	The Company must send a copy of the direction notice to each other person who appears to be
interested in the shares covered by the notice, but if it fails to do so, this does not
invalidate the direction notice.
	 
	72.6	 	A direction notice has the effect which it states while the default resulting in the notice
continues. It then ceases to apply when the directors decide (which they must do within one
week of the default being cured). The Company must give the shareholder immediate notice in
writing of the directors’ decision.
	 
	72.7	 	A direction notice also ceases to apply to any shares which are transferred by a shareholder
in a transfer permitted under Article 72.3 even where a direction notice restricts transfers.
	 
	72.8	 	Where a person who appears to be interested in shares has been served with a notice under
Section 793 of the Companies Act 2006 and the shares in which he appears to be interested are
held by an Approved Depositary, this Article shall be treated as applying only to the shares
which are held by the Approved Depositary in which that person appears to be interested and
not (so far as that person’s apparent interest is concerned) to any other shares held by the
Approved Depositary.
	 
	72.9	 	Where the shareholder on which a notice under Section 793 of the Companies Act 2006 is served
is an Approved Depositary, the obligations of the Approved Depositary as a shareholder will be
limited to disclosing to the Company any information relating to any person who appears to be
interested in the shares held by it which has been recorded by it in accordance with the
arrangement under which it was appointed as an Approved Depositary.
	 
	72.10	 	For the purposes of this Article a person is treated as appearing to be interested in any
shares if the shareholder holding those shares has been served with a notice under Section 793
of the Companies Act 2006 and:






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






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






	 	•	 	it is a transfer of shares to an offeror under an acceptance of a takeover offer; or
	 
	 	•	 	the directors are satisfied that the transfer is made in connection with a sale in
good faith of the whole of the beneficial ownership of the shares to a person
unconnected with the shareholder or with any person appearing to be interested in the
shares. This includes such a sale made through a recognised investment




- 32 -









 






	 	 	 	exchange or any other stock exchange outside the United Kingdom on which the
Company’s shares are normally traded. For this purpose any associate (as that word
is defined in Section 435 of the Insolvency Act 1986) is included amongst the people
who are connected with the shareholder or any person appearing to be interested in
the shares.






	72.12	 	Where a person who has an interest in American Depositary Shares receives a notice under
this Article 72, that person is considered for the purposes of this Article 72 to have an
interest in the number of shares represented by those American Depositary Shares which is
specified in the notice and not in the remainder of the shares held by the ADR Depositary.
	 
	72.13	 	Where the ADR Depositary receives a notice under this Article 72, the ADR Depositary shall
only be required to supply information relating to any person who has an interest in the
shares held by the ADR Depositary which has been recorded by the ADR Depositary under the
arrangements made with the Company (including in the Proxy Register maintained under Article
162) when it was appointed as the ADR Depositary.
	 
	72.14	 	This Article does not restrict in any way the provisions of the Companies Acts which apply
to failures to comply with notices under Section 793 of that Companies Act 2006.
	 
	73	 	Votes of shareholders who are of unsound mind
	 
	73.1	 	This Article 73 applies where a court which claims jurisdiction to protect people who are
unable to manage their own affairs has made an order detaining a shareholder or appointing a
person to manage his property or affairs.
	 
	73.2	 	The receiver or other person appointed by the court order to act for the shareholder can vote
for the shareholder on a show of hands or on a poll at General Meetings. However, this Article
only applies if the receiver or other person appointed by the court delivers to the Transfer
Office (or the place or address stated in the notice for the delivery of the proxy form) at
least 48 hours before the relevant General Meeting (or adjourned General Meeting) such
evidence as the directors may require of such person’s authority to act.
	 
	73.3	 	If the receiver or other person appointed by the court fails to deliver the appropriate
evidence to the Transfer Office (or the place or address stated in the proxy form) in
accordance with Article 73.2, the right to vote shall not be exercisable.
	 
	74	 	The votes of joint holders
	 
	 	 	Where a share is held by joint shareholders any one joint shareholder can vote at any
General Meeting (either personally or by proxy) in respect of such share as if he were the
only shareholder. If more than one of the joint shareholders votes (either personally or by
proxy), the only vote which will count is the vote of that one of them who is listed first
on the Register for the share.






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PROXIES





	75	 	Appointment of proxies
	 
	75.1	 	Any shareholder may appoint a proxy or (subject to Article 75.3) proxies to exercise all or
any of his rights to attend or speak and vote at a General Meeting of the Company. A proxy
need not be a shareholder.
	 
	75.2	 	Proxies may also be appointed to act at General Meetings in the circumstances, and in the
manner, provided for in Articles 157.2, 161, 163, 164 and 167, and Articles 75 to 79 should be
read subject to their terms.
	 
	75.3	 	A shareholder may appoint more than one proxy in relation to a General Meeting provided that
each proxy is appointed to exercise the rights attached to a different share or shares held by
him or (as the case may be) a different £10, or multiple of £10, of stock held by him.
	 
	76	 	Completing proxy forms
	 
	76.1	 	A proxy form:






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






	76.2	 	A proxy form given by:






	 	•	 	an individual must be signed by the shareholder appointing the proxy, or by an agent
who has been properly appointed in writing or authenticated in accordance with Article
145; or
	 
	 	•	 	a company must be sealed with the company’s seal or signed by an officer who is
authorised to act on behalf of the company or authenticated in accordance with Article
145.






	 	 	Unless the contrary is shown, the directors are entitled to assume that where a proxy form
purports to have been signed or authenticated in accordance with Article 145 by an officer
on behalf of a company that such officer was duly authorised by such company without
requiring any further evidence. Signatures and authentications need not be witnessed.
	 
	76.3	 	All notices convening General Meetings which are sent to shareholders entitled to vote at the
General Meeting, must, at the expense of the Company, be accompanied by a proxy form. The
proxy form must make provision for three-way voting on all resolutions intended to be
proposed, other than resolutions which are merely procedural.
	 
	76.4	 	The accidental omission to send a proxy form to a shareholder entitled to it (or non receipt
by him of the proxy form) will not invalidate any resolution passed or proceedings at the
General Meeting to which the proxy form relates.




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	77	 	Delivering proxy forms
	 
	77.1	 	The appointment of a proxy (together with any supporting documentation required under this
Article 77 or otherwise) must be received at the address or one of the addresses (if any)
specified for that purpose in, or by way of note to, or in any document accompanying, the
notice convening the meeting (or if no address is so specified, at the Transfer Office):






	 	•	 	in the case of a meeting or adjourned meeting, not less than 48 hours before the
commencement of the meeting or adjourned meeting to which it relates;
	 
	 	•	 	in the case of a poll taken following the conclusion of a meeting or adjourned
meeting, but not more than 48 hours after the poll was demanded, not less than 48 hours
before the commencement of the meeting or adjourned meeting at which the poll was
demanded; and
	 
	 	•	 	in the case of a poll taken more than 48 hours after it was demanded, not less than
24 hours before the time appointed for the taking of the poll,
	 
	 	and in default shall not be treated as valid.






	77.2	 	The directors may at their discretion determine that, in calculating the periods mentioned in
Article 77.1, no account shall be taken of any part of any day that is not a working day
(within the meaning of Section 1173 of the Companies Act 2006).
	 
	77.3	 	Directors can decide to accept proxies delivered by electronic means or by means of a
website, subject to any limitations, restrictions or conditions they decide to apply.
	 
	77.4	 	If a proxy form is signed or authenticated in accordance with Article 145 by an agent, the
power of attorney or other authority relied on to sign or authenticate it, or a copy which has
been certified by a notary, or certified in some other way specified by the directors, must
(if required by the Company) be delivered with the proxy form in accordance with the
instructions for delivery of proxy forms which are set out in the notice of General Meeting or
on the proxy form, unless the power of attorney or other form of authority has already been
registered with the Company.
	 
	77.5	 	If this Article 77 is not complied with, the proxy will not be able to act for the person who
appointed him.
	 
	77.6	 	A proxy form delivered by an Approved Depositary except in respect of a person appointed in
accordance with Articles 188 and 189 may be delivered to the appropriate place or address
referred to in Article 77.1 by electronic means or in any other way the directors decide.
	 
	77.7	 	If a proxy form which relates to several General Meetings has been properly delivered for one
General Meeting or adjourned General Meeting, it does not need to be delivered again for any
later General Meeting which the proxy form covers.
	 
	77.8	 	Unless the proxy form says otherwise, it will be valid at an adjourned General Meeting as
well as for the original General Meeting to which it relates.
	 
	77.9	 	A shareholder can attend and vote at a General Meeting on a show of hands or on a poll even
if he has appointed a proxy to attend and vote at that meeting. However, if he votes in person
on a resolution, then as regards that resolution his appointment of a proxy will not be valid.




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	78	 	Cancellation of proxy’s authority
	 
	78.1	 	Neither the death or insanity of a shareholder who has appointed a proxy, nor the revocation
or termination by a shareholder of the appointment of a proxy (or of the authority under which
the appointment was made), shall invalidate the proxy or the exercise of any of the rights of
the proxy thereunder, unless notice of such death, insanity, revocation or termination shall
have been received by the Company in accordance with Article 78.2.
	 
	78.2	 	Any such notice of death, insanity, revocation or termination must be received at the address
or one of the addresses (if any) specified for receipt of proxies in, or by way of note to, or
in any document accompanying, the notice convening the meeting to which the appointment of the
proxy relates (or if no address is so specified, at the Transfer Office):






	 	•	 	in the case of a meeting or adjourned meeting, not less than one hour before the
commencement of the meeting or adjourned meeting to which the proxy appointment
relates;
	 
	 	•	 	in the case of a poll taken following the conclusion of a meeting or adjourned
meeting, but not more than 48 hours after it was demanded, not less than one hour
before the commencement of the meeting or adjourned meeting at which the poll was
demanded; or
	 
	 	•	 	in the case of a poll taken more than 48 hours after it was demanded, not less than
one hour before the time appointed for the taking of the poll.






	79	 	Authority of proxies
	 
	79.1	 	A proxy shall have the right to exercise all or any of the rights of his appointor, or (where
more than one proxy is appointed) all or any of the rights attached to the shares in respect
of which he is appointed the proxy to attend, and to speak and vote, at a General Meeting of
the Company.
	 
	79.2	 	Unless his appointment provides otherwise, a proxy may vote or abstain at his discretion on
any resolution put to the vote.
	 
	80	 	Representatives of companies
	 
	 	 	Subject to the Companies Acts, a company which is a shareholder can authorise any person or
persons to act as its representative or representatives at any General Meeting which it is
entitled to attend. Such person or persons are each called a company representative. The
directors of that company must pass a resolution to appoint a company representative. If the
governing body of that company is not a board of directors, the resolution can be passed by
its governing body.
	 
	81	 	Challenging votes
	 
	 	 	Any objection to the right of any person to vote or the way in which the votes have been
counted must be made at the General Meeting (or adjourned General Meeting) at which the vote
is cast. If a vote is not disallowed at the General Meeting, it is valid for all purposes.
Any such objection must be raised with the chairman of the General Meeting and will only
change the decision of the General Meeting on any resolution if the chairman




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	 	 	of the General Meeting decides that the vote cast may have affected the decision of the
General Meeting. His decision on matters referred to him under this Article is final.





DIRECTORS





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






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






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






	 	•	 	holding any executive post;
	 
	 	•	 	acting as chairman or deputy chairman (whether or not this office is executive or
non-executive);
	 
	 	•	 	travelling or staying outside his main residence for any business or purposes of the
Company; and
	 
	 	•	 	serving on any committee of the directors.






	85.2	 	Special pay can take the form of salary, commission or other benefits or expenses or more
than one of such forms or can be paid in some other way. This is decided on by the directors
and may be a fixed sum or percentage of profits or otherwise. Such special pay




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	 	 	can be either in addition to or instead of
any other fees, expenses and other benefits
a director may be entitled to receive.
	 
	86	 	Directors’ expenses
	 
	 	 	In addition to any fees and expenses paid under Articles 84 and 85, the Company will repay
to a director all expenses properly incurred in:






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






	87	 	Directors’ pensions and other benefits
	 
	87.1	 	The directors may pay or provide:






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






	 	 	to any people who are, or who were, directors who had a salary or place of profit with the
Company or with any company which is or has been a subsidiary of the Company or a
predecessor in business of the Company or any such subsidiary. The directors can decide to
extend these arrangements to any member of his family (including a spouse and a former
spouse) or to any person who was or is dependent on him. The directors can also decide to
contribute (before as well as after he ceases to receive a salary or occupy a place of
profit) to any scheme or fund or to pay premiums to a third party for these purposes.
	 
	87.2	 	No director or former director is accountable to the Company or its shareholders for a
benefit of any kind given in accordance with this Article. The receipt of a benefit of any
kind given in accordance with this Article does not prevent a person from being or becoming a
director.
	 
	88	 	Appointing directors to various posts
	 
	88.1	 	The directors can appoint any director as chairman, or a deputy chairman, or to any executive
position on which they decide. So far as the Companies Acts allow, they can decide on how long
these appointments will be for, and on their terms. Subject to the terms of any contract with
the Company, they can also vary or end these appointments.
	 
	88.2	 	A director will automatically stop being chairman, deputy chairman, managing director, deputy
managing director, joint managing director or assistant managing director if he is no longer a
director. Other executive appointments will only stop if the contract or resolution appointing
the director to a post says so. If a director’s appointment ends because of this




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	 	 	Article, this does not prejudice any claim for breach of contract against the Company which
may otherwise apply.
	 
	88.3	 	The directors can delegate to a director appointed to an executive post any of the powers
which they jointly have as directors. These powers can be delegated on such terms and
conditions as decided by the directors either in parallel with, or in place of, the powers of
the directors acting as a board. The directors can change the basis on which these powers are
given or withdraw them from the executive.





CHANGING DIRECTORS





	89	 	Retiring directors
	 
	 	 	At each Annual General Meeting all those directors who were elected or last re-elected at or
before the Annual General Meeting held in the third calendar year before the current year
shall automatically retire.
	 
	90	 	Eligibility for re-election
	 
	 	 	A retiring director is eligible for re-election.
	 
	91	 	Re-electing a director who is retiring
	 
	91.1	 	At a General Meeting at which a director retires (whether at an Annual General Meeting or
otherwise), he may be re-elected (as long as the director has not told the Company in writing
that he does not wish to be re-elected) if the shareholders pass an ordinary resolution to
re-elect him.
	 
	91.2	 	A director retiring at a General Meeting retires at the end of that meeting (or adjourned
meeting). Where a retiring director is re-elected he continues as a director without a break.
	 
	92	 	Election of two or more directors
	 
	 	 	A single resolution for the election of two or more directors is void unless the
shareholders first approve the putting of a resolution in this form by an earlier procedural
vote taken at the General Meeting, with no votes cast against.
	 
	93	 	People who can be directors
	 
	93.1	 	Only the following people can be elected as directors at a General Meeting:






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






	93.2	 	A shareholder proposing a director in accordance with Article 93.1 must deliver to the
Registered Office at least seven days before the General Meeting, but not more than 42 days
before the meeting (this period includes the date on which the notice is given):




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	 	•	 	a letter stating that he intends to propose another person for election as director,
signed or authenticated in accordance with Article 145; and
	 
	 	•	 	confirmation in writing from the person to be proposed that he is willing to be
elected, signed or authenticated in accordance with Article 145 by such person;.






	94	 	The power to fill vacancies and appoint extra directors
	 
	94.1	 	The directors can appoint any person as an extra director or to fill a casual vacancy. Any
director appointed in this way automatically retires at the next General Meeting after his
appointment. At this General Meeting he can be elected by the shareholders as a director.
	 
	94.2	 	At a General Meeting the shareholders can also pass an ordinary resolution to fill a casual
vacancy or to appoint an extra director.
	 
	94.3	 	Extra directors can only be appointed under this Article up to the limit (if any) on the
total number of directors under the Articles (or any variation of the limit approved by the
shareholders in accordance with the Articles).
	 
	95	 	Removing and appointing directors by an ordinary resolution
	 
	95.1	 	The shareholders can pass an ordinary resolution to remove a director, even though his time
in office has not ended. This applies despite anything else in the Articles, or in any
agreement between him and the Company. Special notice of the ordinary resolution must be given
to the Company as required by the Companies Acts. But if a director is removed in this way, it
will not affect any claim which he may have for damages for breach of any contract of service
between him and the Company.
	 
	95.2	 	Subject to Article 93, the shareholders can pass an ordinary resolution to elect a person to
replace a director who has been removed in the way described in Article 95.1. If no director
is appointed under this Article, the vacancy can be filled under Article 94.
	 
	95.3	 	Any person appointed under Article 95.2 will be treated, for the purpose of determining the
time at which he is to retire, as if he had become a director on the day on which the director
he replaced was last elected.
	 
	96	 	When directors are disqualified
	 
	96.1	 	Any director automatically ceases to be a director in any of the following circumstances if:






	 	•	 	a bankruptcy order is made against him;
	 
	 	•	 	he makes any arrangement or composition with his creditors or applies for an interim
order under Section 253 of the Insolvency Act 1986 in connection with a voluntary
arrangement under that Act;
	 
	 	•	 	a court which claims jurisdiction to protect people who are unable to manage their
own affairs has made an order detaining him or appointing a person to manage his
property or affairs;
	 
	 	•	 	he has missed directors’ meetings for a continuous period of six months, without
permission from the directors, and the directors pass a resolution removing him from
office;




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	 	•	 	he is prohibited from being a director by law or any power conferred on the
directors or shareholders under these Articles;
	 
	 	•	 	except where his contract of service prevents him from resigning, he:






	 	(i)	 	delivers to the Company a resignation notice in writing, signed
or authenticated in accordance with Article 145 by him or on his behalf; or
	 
	 	(ii)	 	offers in writing to resign and the directors pass a resolution
accepting the offer;






	 	•	 	all the other directors serve a notice in writing upon him requiring him to resign.
He will cease to be a director when the notice is served on him. Such a notice can
consist of several documents in the same form signed or authenticated in accordance
with Article 145 by one or more directors.






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





DIRECTORS’ MEETINGS





	97	 	Directors’ meetings
	 
	 	 	The directors can decide when and where to have directors’ meetings and how they shall be
conducted, and on the quorum. They can also adjourn their meetings.
	 
	98	 	Who can call directors’ meetings
	 
	 	 	A directors’ meeting can be called by any director. The Secretary must also call a
directors’ meeting if a director asks him to.
	 
	99	 	How directors’ meetings are called
	 
	 	 	Directors’ meetings are called by giving notice to all the directors. This notice may be
given to a director personally, by word of mouth, by notice in writing (sent to him at his
last known address) or by electronic means (sent to him at his last known electronic address
or number). Any director can waive notice of any directors’ meeting, including one which has
already taken place.
	 
	100	 	Quorum
	 
	100.1	 	If no other quorum is fixed by the directors, three directors are a quorum. A directors’
meeting at which a quorum is present can exercise all the powers, authorities and discretions
of the directors whether by or under these Articles or exercisable by the directors generally.
	 
	100.2	 	A person who holds office only as an alternate director shall, if his appointor is not
present, be counted in the quorum.




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	100.3	 	A director who ceases to be a director at a directors’ meeting can continue to be present
and act as a director and be counted in the quorum until the end of that meeting if no other
director objects and a quorum would not otherwise be present.
	 
	101	 	The Chairman of directors’ meetings
	 
	101.1	 	The directors can elect any director as Chairman or as one or more Deputy Chairmen for such
periods as the directors decide. If the Chairman is at a directors’ meeting, he will chair it.
In his absence, the chair will be taken by a Deputy Chairman, if one is present. If there is
no Chairman or Deputy Chairman present within five minutes of the time when the directors’
meeting is due to start, the directors who are present can choose which one of them will be
the Chairman of the directors’ meeting.
	 
	101.2	 	Where there is more than one Deputy Chairman present at a meeting, and the Chairman is not
there, the Deputy Chairman to take the chair will be the longest serving Deputy Chairman
present.
	 
	102	 	Voting at directors’ meetings
	 
	 	 	Matters for decision which arise at a directors’ meeting will be decided by a majority vote.
The chairman of the meeting will not have a second, casting vote.
	 
	103	 	Directors can act even if there are vacancies
	 
	103.1	 	The remaining directors can continue to act even if one or more of them ceases to be a
director. But if the number of directors falls below the minimum which applies under Article
82 (including any variation of that minimum approved by an ordinary resolution of
shareholders), the remaining director(s) can only:






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






	103.2	 	If no director or directors are willing or able to act under this Article, any two
shareholders can call a General Meeting to appoint extra directors.
	 
	104	 	Directors’ meetings by video conference and telephone
	 
	104.1	 	Any or all of the directors, or members of a committee, can take part in a directors’
meeting of the directors or of a committee by way of a video conference or conference
telephone, or similar equipment, designed to allow everybody to take part in the directors’
meeting.
	 
	104.2	 	Taking part in this way will be counted as being present at the directors’ meeting. A
directors’ meeting which takes place by way of video conference, conference telephone or
similar equipment will be treated as taking place where most of the participants are. If there
is no largest group, directors’ meetings will be treated as taking place where the Chairman
is.
	 
	104.3	 	A directors’ meeting held in the way described in Article 104.1 will be valid as long as in
one single place, or in places connected by way of video conference, telephone conference, or
similar equipment, a quorum is present.




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	105	 	Director’s written resolutions
	 
	105.1	 	A directors’ written resolution is adopted when all the directors entitled to vote on such a
resolution have signed one or more copies of it, or otherwise indicated their agreement to it
in writing.
	 
	105.2	 	A directors’ written resolution is not adopted if the number of directors who have signed it
or agreed to it is less than the quorum for a directors’ meeting.
	 
	105.3	 	A directors’ written resolution signed or agreed to by an alternate director does not need
also to be approved by his appointor. If the directors’ written resolution is signed or agreed
to by a director who has appointed an alternate director, it does not need to be approved by
the alternate director acting in that capacity.
	 
	105.4	 	Once a directors’ written resolution has been adopted, it must be treated as if it had been
a resolution passed at a directors’ meeting in accordance with these Articles.
	 
	105.5	 	A directors’ written resolution will be valid at the time it is signed or agreed to by the
last director.
	 
	106	 	The validity of directors’ actions
	 
	 	 	Everything which is done by any directors’ meeting, or by a committee of the directors, or
by a person acting as a director, or as a member of a committee, will, in favour of anyone
dealing with the Company in good faith, be valid even though it is discovered later that any
director, or person acting as a director, was not properly appointed or elected. This also
applies if it is discovered later that anyone was disqualified from being a director, or had
ceased to be a director, or was not entitled to vote. In any of these cases, in favour of
anyone dealing with the Company in good faith, anything done will be as valid as if there
was no defect or irregularity of the kind referred to in this Article.





DIRECTORS’ INTERESTS





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






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






	107.2	 	A director will not, unless he agrees otherwise, have to hand over to the Company any
benefit which he derives from any of the interests described above, and no contract,




- 43 -









 






	 	 	transaction or arrangement of the type described above will be liable to be avoided on the
grounds of any director’s interest or benefit.
	 
	107.3	 	If the Company holds or owns shares in another company, the directors can exercise votes
attached to such shares or if any of the directors are directors of such other company, they
may vote as directors of that other company in such manner as they think fit.
	 
	108	 	When directors can vote on things in which they are interested
	 
	108.1	 	Unless the Articles say otherwise, a director cannot vote on a resolution about a contract
or any other kind of proposal in which he has a material interest. For this purpose, any
interest of a person who is connected with a director within the meaning of the Companies Acts
will be treated as if it were an interest of the director himself. However, the director can
vote if the interest is only an interest in the Company’s shares, debentures or other
securities. If a director cannot vote on a resolution, the director cannot be counted in the
quorum when the directors vote on that resolution.
	 
	108.2	 	However, if the Companies Acts permit, a director can (in the absence of a material interest
other than one which is listed below) vote, and be counted in the quorum, on any resolution
about any of the following matters, namely:






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






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






	 	 	 	Any such interest of 1 per cent or more is treated for the purposes of this Article
as being material interest;




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	 	•	 	any proposal relating to an arrangement for the benefit of employees of the Company,
or any of its subsidiary undertakings, which only gives him benefits which are also
generally given to the employees to whom the arrangement relates;
	 
	 	•	 	any proposal relating to any insurance which the Company proposes to buy or renew
for the benefit of directors, or of a group of people which includes directors; or
	 
	 	•	 	any proposal relating to: (i) the granting of an indemnity to directors; or (ii) the
funding of reasonable expenditure by one or more directors in defending civil or
criminal proceedings, or in connection with any application under the provisions
referred to in Section 205(5) of the Companies Act 2006; or (iii) the doing of anything
to enable such a director or directors to avoid incurring such expenditure, by the
Company or any of its subsidiary undertakings.






	108.3	 	A director cannot vote or be counted in the quorum on a resolution relating to appointing
that director to a position within the Company or any company in which the Company has an
interest or the terms and termination of the appointment.
	 
	108.4	 	This Article applies if the directors are considering proposals about appointing two or more
directors to positions with the Company or any company in which the Company has an interest.
It also applies if the directors are considering the terms or termination of such
appointments. These proposals can be split up to deal with each director separately. If this
is done, each director can vote and be included in the quorum for each resolution, except the
one concerning him. But he cannot vote if the resolution relates to appointing him to a
company in which the Company is interested in if he has an interest of 1 per cent or more in
that company of the nature described in Article 108.2.
	 
	108.5	 	If any question comes up at a directors’ meeting about whether a director has a material
interest, or whether he can vote or be counted in the quorum, and the director does not agree
to abstain from voting on the issue or not be counted in the quorum, the question must be
referred to the chairman of the directors’ meeting (unless the Chairman is the director in
question, in which case the other directors will choose another amongst them to act as
chairman in dealing with this question). The Chairman’s ruling about any other director is
final and conclusive, unless the nature and extent of the director’s interest has not been
fairly disclosed to the other directors.
	 
	109	 	More about directors’ interests
	 
	 	 	For the purpose of Articles 107 and 108 and this Article, a director who is in any way
interested shall state the nature of his interest at a directors’ meeting in accordance with
the Companies Acts, and:






	 	•	 	a general notice given to the directors that a director has an interest of the kind
stated in the notice in any contract, transaction or arrangement which involves any
company or person identified in the notice is treated as a standing disclosure that the
director has that interest;
	 
	 	•	 	an interest of a person who is connected with the director within the meaning of the
Companies Acts will be treated as an interest of the director;




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	 	•	 	interests (whether his or of any person connected with the director within the
meaning of the Companies Acts) which are unknown to the director and which it is
unreasonable to expect him to know about are ignored.





DIRECTORS’ COMMITTEES





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






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






	111	 	Committee procedure
	 
	 	 	If a committee includes two or more people, the Articles which regulate directors’ meetings
and their procedure will also apply to committee meetings (if possible), unless these are
inconsistent with any regulations for the committee which have been laid down under Article
110.





DIRECTORS’ POWERS





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






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






	 	 	However, if any change is made to the Memorandum or these Articles or if the shareholders
approve a requirement relating to something which the directors have




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	 	 	already done which was within their powers, this will not invalidate any prior act of the
directors which would otherwise have been valid.
	 
	113	 	The power to establish local boards
	 
	113.1	 	The directors can set up local committees, local boards or local agencies to manage any of
the Company’s business. These can be either in or outside the United Kingdom. The directors
can appoint, remove and re-appoint anybody (who need not be a director) to be:






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






	113.2	 	The directors can:






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






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






	 	•	 	allow local committees or boards, managers or agents to delegate to another person;
	 
	 	•	 	allow the members of local committees, boards or agencies to fill any vacancies on
them;
	 
	 	•	 	allow the members of local committees, boards or agencies to continue to act even
though there are vacancies on them;
	 
	 	•	 	remove any people they have appointed under this Article; and
	 
	 	•	 	cancel or change an appointment or delegation made under this Article, although this
will not affect anybody who acts in good faith who has not had any notice of any
cancellation or variation.






	 	 	Any appointment or delegation by the directors which is referred to in this Article can be
on any terms and conditions decided on by the directors.
	 
	113.3	 	A person who is employed by, or occupies an office with, the Company may be given a title
which includes the words “Associate Director”. This will not imply that such person is a
director of the Company or that he is entitled to act as a director or be deemed to be a
director for the purposes of these Articles.
	 
	114	 	The power to appoint attorneys
	 
	114.1	 	The directors can appoint anyone (including the members of a group which changes over time)
as the Company’s attorney or attorneys by granting a power of attorney or by authorising him
or them in some other way. The attorney or attorneys can either be appointed directly by the
directors, or the directors can give someone else the power to select attorneys. The directors
can decide on the purposes, powers, authorities and discretions of attorneys.




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	114.2	 	The directors can decide for how long a power of attorney will last and they can apply any
terms and conditions to it. The power of attorney can also include any provisions which the
directors decide on for the protection and convenience of anybody dealing with the attorney.
The power of attorney can also allow the attorney to sub-delegate any or all of his power,
authority or discretion to any other person.
	 
	115	 	Borrowing powers
	 
	 	 	So far as the Companies Acts allow, the directors can exercise all the powers of the Company
to:






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






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






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






	116	 	Borrowing restrictions
	 
	116.1	 	The directors must:






	 	•	 	limit the Borrowings of the Company and
	 
	 	•	 	exercise all voting and other rights or powers of control exercisable by the Company
in relation to its subsidiary undertakings
	 
	 	•	 	to ensure that the total amount of all Borrowings by the Group outstanding at any
time will not exceed 1.5 times the Adjusted Total of Capital and Reserves at such time.






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




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






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






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






	116.3	 	The determination of the Company’s auditors as to the amount of the Adjusted Total of
Capital and Reserves and the total amount of Borrowings at any time shall be conclusive and
binding on all concerned and for the purposes of their computation the Company’s auditors may
at their discretion make such further or other adjustments (if any) or determinations as they
think fit. Nevertheless the directors may act in reliance on a bona fide estimate of the
amount of the Adjusted Total of Capital and Reserves and the total amount of Borrowings at any
time and if in consequence the borrowing limit is inadvertently exceeded an amount of
borrowings equal to the excess may be disregarded until the expiration of three months after
the date on which by reason of a determination of the Company’s auditors or otherwise the
directors became aware that such a situation has or may have arisen.
	 
	116.4	 	No lender or other person dealing with the Group need be concerned whether the borrowing
limit is observed. No debt incurred or security given in breach of the borrowing limit will be
invalid or ineffective unless the lender or the recipient of the security had express notice
at the time when the debt was incurred or security given, that the limit had been or would as
a result be breached.




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ALTERNATE DIRECTORS





	117	 	Alternate directors
	 
	117.1	 	Any director may appoint any person (including another director) to act in his place (such
person is called an alternate director). Such appointment requires the approval of the
directors, unless the proposed alternate director is another director. A director appoints an
alternate director by delivering an appointment notice signed or authenticated in accordance
with Article 145 by him (or in any other manner which has been approved by the directors) to
the Registered Office. An alternate director need not be a shareholder.
	 
	117.2	 	The appointment of an alternate director ends if the director appointing him ceases to be a
director, unless that director retires at a General Meeting at which he is re-elected under
Article 91.1. A director can also remove his alternate by delivering a notice signed or
authenticated in accordance with Article 145 by him (or doing something else which has been
approved by the directors) delivered to the Registered Office. An alternate director can also
be removed as an alternate by a resolution of the directors.
	 
	117.3	 	An alternate director is entitled to receive notices of directors’ meetings once he has
given the Company an address to which notices may be served on him. He is entitled to attend
and vote as a director at any such meeting at which the director appointing him is not
personally present and generally at such meeting to perform all functions of the director
appointing him as a director. If he is himself a director or attends any such meeting as an
alternate for more than one director, he will have one vote for each director for whom he acts
as an alternate, in addition to his own vote as a director. However, he may not be counted
more than once for the purposes of the quorum. If his appointor is temporarily unable to act
through ill health or disability his signature of or authentication of any directors’ written
resolution is as effective as the signature or authentication of his appointor.
	 
	117.4	 	If the directors decide to allow this, Article 117.3 also applies in a similar fashion to
any meeting of a committee of which his appointor is a member.
	 
	117.5	 	An alternate director shall be an officer of the Company and shall alone be responsible to
the Company for his own actions and mistakes. Except as said in this Article 117, an alternate
director:






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






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




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THE SECRETARY





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





THE SEAL





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






	 	•	 	one director and the Secretary; or
	 
	 	•	 	two directors; or
	 
	 	•	 	any other persons who are authorised to do so by the directors.






	119.3	 	Where a signature is required to witness the Common Seal, the directors may decide that the
individual need not sign the document personally but that his signature may be printed on it
mechanically, electronically or in any other way the directors approve.
	 
	119.4	 	Securities and documents which have the Securities Seal stamped on them do not need to be
signed unless the directors or the Companies Acts require this.
	 
	119.5	 	The directors can use all the powers given by the Companies Acts relating to official seals
for use abroad.
	 
	119.6	 	Certificates for debentures or other securities of the Company may be printed in any way and
may be sealed and/or signed for in any manner allowed by these Articles.
	 
	119.7	 	As long as it is allowed by the Companies Acts, any document signed by:




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	 	•	 	one director and the Secretary; or
	 
	 	•	 	by two directors; or
	 
	 	•	 	one director in the presence of a witness who attests to the signature,






	 	 	and expressed to be entered into by the Company shall have the same effect as if it had been
made effective by using the Common Seal. However no document which states that it is
intended to have effect as a deed shall be signed in this way without the authority of the
directors or of a committee authorised by the directors to give such authority.





AUTHENTICATING DOCUMENTS





	120	 	Establishing that documents are genuine






	120.1	 	Any director, or the Secretary, has power to identify as genuine any of the following and to
certify copies or extracts from them as true copies or extracts:






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






	 	 	The directors can also delegate this power to other people.






	120.2	 	When any books, documents, records or accounts are not kept at the Registered Office, the
officer of the Company who has custody of them is treated as a person who has been authorised
by the directors to identify them as genuine and to provide certified copies or extracts from
them.






	120.3	 	A document which appears to be a copy of a resolution or an extract from the minutes of any
meeting, and which is certified as a copy or extract as described in Article 120.1 or 120.2 is
conclusive evidence for anyone who deals with the Company on the strength of the document
that:






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





RESERVES





	121	 	Setting up reserves






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




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DIVIDENDS





	122	 	No dividends are payable except out of profits






	122.1	 	No dividend can be paid otherwise than out of profits available for distribution under the
Companies Acts.






	122.2	 	The profits of the Company which are determined to be distributed will be used in the
payment of dividends to shareholders in accordance with their respective rights and
priorities.






	123	 	Final dividends






	 	 	The directors may recommend the amount of any final dividend. The shareholders can then
declare dividends by passing an ordinary resolution, but the amount declared cannot exceed
the amount recommended by the directors.






	124	 	Fixed and interim dividends






	124.1	 	If the directors consider that the profits of the Company justify such payments, they can
pay:






	 	•	 	fixed dividends on any class of shares carrying a fixed dividend on the dates fixed
for the payment of those dividends; and






	 	•	 	interim dividends on shares of any class of any amounts and on any dates and for any
period which they decide.






	124.2	 	If the directors act in good faith, they are not liable to any shareholders for any loss
they may suffer because a lawful dividend has been paid under this Article on other shares
which rank equally with or behind their shares.






	125	 	Dividends not in cash






	 	 	If the directors recommend this, shareholders can pass an ordinary resolution to direct all
or part of a dividend to be paid by distributing specific assets (and in particular paid-up
shares or debentures of any other company) rather than cash. The directors must give effect
to that resolution. Where any difficulty arises on the distribution and valuation of the
assets, the directors can settle it as they decide. In particular, they can:






	 	•	 	issue fractional certificates;






	 	•	 	value assets for distribution purposes;






	 	•	 	pay cash of a similar value to adjust the rights of persons entitled to the
dividend; and/or






	 	•	 	transfer any assets to trustees for persons entitled to the dividend.




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	126	 	Calculation and currency of dividends






	126.1	 	All dividends will be divided and paid in proportions based on the amounts which have been
paid-up on the shares during any period for which the dividend is paid. Sums which have been
paid-up in advance of calls do not count in calculating the amount of a dividend to be paid on
a share. If the terms on which any share is issued provide that such share will be entitled to
a dividend as if it were a fully paid-up, or partly paid-up, share from a particular date (in
the past or the future), it will be entitled to a dividend on this basis. This Article applies
unless the rights attached to any shares, or the terms of any shares, provide otherwise.






	126.2	 	Unless the rights attached to any shares, or the terms of any shares, or the Articles
provide otherwise, a dividend, or any other money payable in respect of any share, can be paid
to a shareholder in whatever currency the directors decide, using an appropriate exchange rate
selected by the directors for any currency conversions which are required.






	126.3	 	The directors can decide that a particular Approved Depositary should be able to receive
dividends in a currency other than the currency in which it is declared and can make
arrangements accordingly. In particular, if an Approved Depositary has chosen or agreed to
receive dividends in another currency, the directors can make arrangements with the Approved
Depositary for payment to be made to the Approved Depositary for value on the date on which
the relevant dividend is paid, or a later date decided on by the directors.






	127	 	Deducting amounts owing from dividends and other money






	 	 	If a shareholder owes any money for calls on shares, or money relating in any other way to
shares, the directors can deduct any of this money (as long as it is immediately payable)
from:






	 	•	 	any dividend on any shares held by the shareholder; or






	 	•	 	any other money payable by the Company in connection with the shares.






	 	 	Money deducted in this way can be used to pay amounts owed to the Company in connection with
the shares.






	128	 	Payments to shareholders






	128.1	 	Any dividend or other money payable in cash (whether in sterling or foreign currency)
relating to a share can be paid:






	 	•	 	by cheque or warrant or any other similar financial instrument made payable to the
shareholder who is entitled to it and sent direct to his registered address or, in the
case of joint shareholders, to the shareholder who is first named in the Register and
sent direct to his registered address, or to someone else named in an instruction in
writing from the shareholder (or from all joint shareholders);






	 	•	 	in the case of shares in uncertificated form, by the use of a relevant system;






	 	•	 	by inter-bank transfer, electronic form, electronic means or by means of a website
to an account named in an instruction in writing from the person receiving the payment;
and/or




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	 	•	 	in some other way agreed between the shareholder (or all joint shareholders) and the
Company.






	128.2	 	For joint shareholders, the Company can rely on a receipt for a dividend or other money paid
on shares from any one of them.






	128.3	 	Cheques and warrants are sent, and payment in any other way is made, at the risk of the
people who are entitled to the money. The Company is treated as having paid a dividend if such
a cheque or warrant is cleared or if a payment using a relevant system, bank transfer,
electronic form, electronic means or by means of a website is made in accordance with
instructions given by the Company. The Company will not be responsible for a payment which is
lost or delayed.






	128.4	 	The Company will not pay interest on any dividend or other money due to a shareholder in
respect of his shares, unless the rights of the shares provide otherwise.






	129	 	Record dates for payments and other matters
	 
	 	 	Any dividend or distribution on shares of any class can be paid to the holder or holders of
the shares shown on the Register, at the close of business on whatever day may be provided
in the resolution declaring the dividend or providing for the distribution. The dividend or
distribution will be based on the number of shares registered on that day. This Article
applies whether what is being done is the result of a resolution of the directors or a
resolution passed at a General Meeting. The date can be before any relevant resolution was
passed. This Article does not affect the rights to the dividend or distribution as between
past and present shareholders.






	130	 	Dividends which are not claimed






	130.1	 	If a dividend has not been claimed for one year after the passing of either the resolution
passed at a General Meeting declaring that dividend or the resolution of the directors
providing for payment of that dividend, the directors may invest the dividend or use it in
some other way for the benefit of the Company until the dividend is claimed. If the directors
pay unclaimed dividends into a separate account, the Company will not be a trustee of the
money and will not be liable to pay any interest on it. If a dividend has not been claimed for
12 years after either the passing of the relevant resolution either declaring that dividend or
providing for payment of that dividend, it will be forfeited and belong to the Company again.






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






	 	•	 	claims those dividends in writing (before they are forfeited under Article 130.1); and






	 	•	 	does not tell the Company to start paying future dividends in some other way.






	131	 	Waiver of dividends
	 
	 	 	Where a shareholder wants to waive his entitlement to all or any part of a dividend, he may
do so by delivering a notice in writing to that effect, signed or authenticated in




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	 	 	accordance with Article 145 by him, to the Company. If appropriate, the notice in writing
may be signed or authenticated in accordance with Article 145 by whoever has become
automatically entitled to the shares by law. For the waiver to be effective, the Company
must accept the notice in writing and act on it. The Company may, however, decline to act on
the notice in writing and continue to pay dividends to the shareholder accordingly.





CAPITALISING RESERVES





	132	 	Capitalising reserves






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






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






	 	•	 	the Company is holding as undistributed profits.






	132.2	 	Unless the ordinary resolution states otherwise the directors will use the sum which is
changed into capital for the Ordinary Shareholders on the Register at the close of business on
the day the resolution is passed (or another date stated in the resolution or fixed as stated
in the resolution). The sum set aside must be used to pay up in full shares of the Company and
to allot such shares and distribute them to holders of Ordinary Shares as bonus shares in
proportion to their holdings of Ordinary Shares at the time. The shares can be Ordinary Shares
or, if the rights of other existing shares allow this, shares of some other class.






	132.3	 	If any difficulty arises in operating this Article, the directors can resolve it in any way
which they decide. For example they can deal with entitlements to fractions of a share. They
can decide that the benefit of fractions of a share belongs to the Company or that fractions
of a share are ignored or deal with fractions of a share in some other way.






	132.4	 	The directors can appoint any person to sign any contract with the Company on behalf of
those who are entitled to shares under the resolution. Such a contract is binding on all
concerned.





SCRIP DIVIDENDS





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






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






	133.2	 	The ordinary resolution can apply to a particular dividend or dividends (whether declared or
not). Alternatively, it can apply to some or all of the dividends which may be declared or




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	 	 	paid in a specified period. The specified period must end no later than five years after the
ordinary resolution is passed.






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






	 	•	 	the next dividend; or






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






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






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






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






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






	133.7	 	The directors can set a minimum number of Ordinary Shares in respect of which the right to
choose new Ordinary Shares can be exercised. No Ordinary Shareholder or person who is
automatically entitled to an Ordinary Share by law will receive a fraction of a share. The
directors can decide how to deal with any fractions left over and the Company can, if the
directors decide, receive the benefit of any or all of these.






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






	 	•	 	this is necessary or convenient to deal with any legal or practical problems in
relation to holders of Ordinary Shares with registered addresses in any particular
territory under the laws of any territory, or requirements of any recognised regulatory
body or stock exchange in any territory; or




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	 	•	 	special formalities would otherwise apply in connection with the offer of new
Ordinary Shares (including Ordinary Shares being represented by American Depositary
Shares); or






	 	•	 	it would be impractical or unduly onerous to give the right to any Ordinary
Shareholder or that for some other reason the offer should not be made to them.






	133.9	 	The directors can exclude or restrict the right to choose new Ordinary Shares in the case of
any shareholder who is an Approved Depositary or a nominee for an Approved Depositary. They
can do this if the offer or exercise of the right to or by the people on whose behalf the
Approved Depositary holds the shares would suffer from legal or practical problems of the kind
mentioned in Article 133.8. If other Ordinary Shareholders (other than those excluded under
Article 133.8) have the right to choose new Ordinary Shares, the directors must be satisfied
that an appropriate dividend reinvestment plan or similar arrangement is available to a
substantial majority of the people on whose behalf the Approved Depositary holds shares or
that such arrangements will be available promptly. The first sentence of this Article 133.9
does not apply until the directors are satisfied of this.






	133.10	 	If an Ordinary Shareholder chooses to receive new Ordinary Shares, no dividend on the
Ordinary Shares for which he has chosen to receive new Ordinary Shares (which are called the
elected shares), will be declared or payable. Instead, new Ordinary Shares will be allotted on
the basis set out earlier in this Article. To do this the directors will convert into capital
a sum equal to the total nominal value of the new Ordinary Shares to be allotted. They will
use this sum to pay up in full the appropriate number of new Ordinary Shares. These will then
be allotted and distributed to the holders of the elected shares as set out above. The sum to
be converted into capital can be taken from any amount which is then in any reserve or fund
(including the share premium account, any capital redemption reserve and the profit and loss
account). Article 132 applies to this process, so far as it is consistent with this Article
133.






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






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






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






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






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






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




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ACCOUNTS





	134	 	Accounting and other records






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






	134.2	 	The directors must, in accordance with the Companies Acts, ensure that the Company’s annual
accounts and reports specified in the Companies Acts are prepared and laid before the Company
at a General Meeting.






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






	135	 	Location and inspection of records






	135.1	 	The accounting records must be kept:






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






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






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






	 	•	 	the Companies Acts or a proper court order give him that right; or
	 
	 	•	 	the directors authorise him to do so; or






	 	•	 	he is authorised by an ordinary resolution to do so.






	136	 	Sending copies of accounts and other documents






	136.1	 	This Article applies to every auditors’ report and Company’s annual accounts and reports to
be laid before the shareholders at a General Meeting with any other document which the
Companies Acts requires to be attached to these.






	136.2	 	Copies of the documents set out in Article 136.1 must be delivered or sent to the
shareholders and debenture holders at their registered addresses and to all other people to
whom the Articles, or the Companies Acts or the requirements of the UK Listing Authority or
the London Stock Exchange (or of any other stock exchange on which all or any of the shares of
the Company have been admitted for listing) require the Company to send them. This must be
done at least 21 days before the relevant General Meeting. However, the Company need not send
these documents to shareholders who are sent summary financial statements in accordance with
the Companies Acts.






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




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AUDITORS





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






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





COMMUNICATIONS WITH SHAREHOLDERS





	139	 	Serving and delivering notices and other documents






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






	 	•	 	personally;






	 	•	 	by posting it in a letter (with postage paid) to the shareholder’s registered
address or by causing it to be left at that address in some other way; or






	 	•	 	by electronic means and/or by making such offers, notices, information or documents
available on a website.






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






	139.3	 	Articles 139 to 145 do not affect any provision of the Companies Acts requiring offers,
notices, information or documents to be sent, served, supplied or delivered in a particular
way.






	140	 	Notices to joint holders






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






	140.2	 	Any offer, notice, information or any other document which is authorised or required to be
sent or supplied to joint holders of a share may be sent or supplied to the joint holder whose
name stands first in the Register in respect of the share, to the exclusion of the




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	 	 	other joint holders. For such purpose, a joint holder having no registered address in the
United Kingdom and not having supplied an address within the United Kingdom for the service
of notices may, subject to any Act applying to the Company, be disregarded.






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






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






	142	 	When notices are served






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






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






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






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






	142.5	 	This Article shall have effect, subject to any mandatory provision of the Companies Acts and
any other Act applying to the Company, in place of the Company Communications Provisions
relating to when offers, notices, information or any other documents are deemed delivered.






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






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






	 	•	 	such evidence as the directors may reasonably require to show his title to the
share; and




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	 	•	 	an address within the United Kingdom for the service of notices,






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






	143.2	 	Save as provided by Article 143.1, any offer, notice, information or any other document
delivered or sent to the address of any shareholder in pursuance of these Articles shall,
notwithstanding that such shareholder be then dead or bankrupt or in liquidation, and whether
or not the Company has notice of his death or bankruptcy or liquidation, be deemed to have
been duly delivered or sent in respect of any share registered in the name of such shareholder
as sole or first-named joint holder.






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






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






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






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






	145	 	Signature or authentication of documents






	145.1	 	Where these Articles require an offer, notice, information or any other document to be
signed or authenticated by a shareholder or any other person then any such offer, notice or
other document sent or supplied in electronic form or by means of a website shall be
sufficiently authenticated in any manner authorised by the Company Communications Provisions
or in such other manner approved by the directors.






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




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MINUTES AND RECORDS





	146	 	Minutes






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






	 	•	 	all appointments of officers made by the directors;






	 	•	 	the names of the directors present at each directors’ meeting and of any committee
of the directors;






	 	•	 	all resolutions and proceedings at all General Meetings of the Company, the holders
of any class of shares in the Company, the directors and any committees of the
directors;






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






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






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






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






	 	•	 	a register of the directors and Secretary which must include all information
required by the Companies Acts (and from time to time the Company must notify the
registrar of companies of changes to the register and the date of the change in the
manner required by the Companies Acts);






	 	•	 	copies and memoranda of directors’ service contracts with the Company and any of its
subsidiaries;






	 	•	 	a register for recording information relating to interests in the share capital of
the Company.






	147.2	 	The directors must ensure that a register is kept in accordance with the Companies Acts of
all charges specifically affecting property of the Company and of all floating charges on the
whole or part of the Company’s property or undertaking, and the directors must comply with the
Companies Acts in relation to registration of charges.





WINDING UP





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




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





DESTROYING DOCUMENTS





	150	 	Destroying documents






	150.1	 	The Company can destroy all:






	 	•	 	forms of transfer of shares, and documents sent to support a transfer, and any other
documents which were the basis for making an entry on the Register, after six years
from the date of registration;






	 	•	 	dividend payment instructions and notifications of a change of address or name,
after two years from the date these were registered; and






	 	•	 	cancelled share certificates, one year after the date they were cancelled.






	150.2	 	A document destroyed in accordance with Article 150.1 is conclusively treated as having been
a valid and effective document in accordance with the Company’s records relating to the
document. Any action of the Company in dealing with the document in accordance with its terms
before it was destroyed is conclusively treated as properly taken.






	150.3	 	Articles 150.1 and 150.2 only apply to documents which are destroyed in good faith and if
the Company has not been informed that keeping the documents is relevant to any claim.






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






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






	 	•	 	destroys a document earlier than referred to in Article 150.1; or
	 
	 	•	 	would not be liable if this Article did not exist.






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




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DIRECTORS’ LIABILITIES





	151	 	Indemnity






	151.1	 	Subject to the provisions of, and so far as may be permitted by and consistent with, the
Companies Acts, rules made by the UK Listing Authority and local law as applicable, every
director, Secretary and officer of the Company and of each Associated Company of the Company
may be indemnified by the Company out of its own funds against:






	 	•	 	any liability incurred by or attaching to him in connection with any negligence,
default, breach of duty or breach of trust by him in relation to the Company or any
Associated Company of the Company other than in the case of a director of the Company
or any Associated Company:






	 	(i)	 	any liability to the Company or any Associated Company; and






	 	(ii)	 	any liability of the kind referred to in Section 234(3) of the
Companies Act 2006; and






	 	•	 	any other liability incurred by or attaching to him in the actual or purported
execution and/or discharge of his duties and/or the exercise or purported exercise of
his powers and/or otherwise in relation to or in connection with his duties, powers or
office.






	151.2	 	Subject to the provisions of, and so far as may be permitted by and consistent with, the
Companies Acts, the rules of the UK Listing Authority and local law as applicable, every
director, Secretary and officer of the Company and of each Associated Company of the Company
may be indemnified by the Company out of its own funds against:






	 	•	 	any liability incurred by or attaching to him in connection with any negligence,
default, breach of duty or breach of trust by him in relation to the Company or any
Associated Company of the Company, if it is the trustee of an occupational pension
scheme (within the meaning of Section 235(6) of the Companies Act 2006), in so far as
such liability relates to the Company’s or any such Associated Companies’ activities as
trustee of such occupational pension scheme and other than in the case of a director of
the Company or any Associated Company any liability of the kind referred to in Section
235(3) of the Companies Act 2006; and






	 	•	 	any other liability incurred by or attaching to him in the actual or purported
execution and/or discharge of his duties and/or the exercise or purported exercise of
his powers and/or otherwise in relation to or in connection with his duties, powers or
office.






	151.3	 	Where a director, Secretary or officer is indemnified against any liability in accordance
with this Article 151, such indemnity shall extend to all costs, charges, losses, expenses and
liabilities incurred by him in relation thereto.






	151.4	 	In this Article Associated Company shall have the meaning given by Section 256 of the
Companies Act 2006.






	151.5	 	So far as the Companies Acts allow, the Secretary and other officers, who are not directors
of the Company or an Associated Company of the Company of the Company are exempted from any
liability to the Company or any Associated Company of the Company where that liability would
be covered by the indemnity in Article 151.1.




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	152	 	Insurance and Defence funding






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






	 	•	 	the Company;






	 	•	 	any holding company of the Company;






	 	•	 	any company in which the Company or its holding company or any of the predecessors
of the Company or of its holding company has or had any interest, whether direct or
indirect; and






	 	•	 	any company which is in any way allied to or associated with the Company, or any
subsidiary undertaking of the Company or such other company.






	152.2	 	Without limiting Article 151 in any way, the directors can arrange for the Company to
purchase and maintain insurance for or for the benefit of any persons who are or were at any
time:






	 	•	 	directors, officers or employees of any Relevant Company; or






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






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






	 	•	 	in performing or omitting to perform their duties; and/or






	 	•	 	in exercising or omitting to exercise their powers; and/or






	 	•	 	in claiming to do any of these things; and/or






	 	•	 	otherwise in relation to their duties, powers or offices.






	152.3	 	Subject to the provisions of and so far as may be permitted by the Companies Act, rules made
by the UK Listing Authority and local law as applicable, the Company:






	 	•	 	may provide a director, Secretary or officer of the Company or any Associated
Company of the Company with funds to meet expenditure incurred or to be incurred by him
in:






	 	(i)	 	defending any criminal or civil proceedings in connection with
any negligence, default, breach of duty or breach of trust by him in relation
to the Company or an Associated Company of the Company; or






	 	(ii)	 	in connection with any application for relief under the
provisions mentioned in Section 205(5) of the Companies Act 2006; and






	 	•	 	may do anything to enable any such director, Secretary or officer to avoid incurring
such expenditure.






	152.4	 	The terms set out in Section 205(2) of the Companies Act 2006 shall apply to any provision
of funds or other things done under Article 152.3.






	152.5	 	Subject to the provisions of and so far as may be permitted by the Companies Acts, rules
made by the UK Listing Authority and local law as applicable, the Company:




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	 	•	 	may provide a director, Secretary or officer of the Company or any Associated
Company of the Company with funds to meet expenditure incurred or to be incurred by him
in defending himself in an investigation by a regulatory authority or against action
proposed to be taken by a regulatory authority in connection with any alleged
negligence, default, breach of duty or breach of trust by him in relation to the
Company or any Associated Company of the Company; and






	 	•	 	may do anything to enable any such director, Secretary or officer to avoid incurring
such expenditure.






	152.6	 	In this Article Associated Company shall have the meaning given thereto by Section 256 of
the Companies Act 2006.





SHARE WARRANTS





	153	 	Issue of Share Warrants






	153.1	 	The Company can issue Share Warrants which state that the bearer of the Share Warrant
(“Bearer”) is entitled to the shares specified in the Share Warrant. The Company can only do
this in a way which is allowed under the Companies Acts and in Articles 153 to 160. Share
Warrants can provide for the payment of future dividends and other distributions relating to
the shares. Payment can be made by exchanging coupons which can be attached to the Share
Warrants, or in any other way which the directors determine.






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






	153.3	 	Subject to Article 153.2, the provisions of the Articles relating to share certificates and
transferring shares do not apply to Share Warrants.






	153.4	 	Each Share Warrant must be issued under the Seal.






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






	154	 	Directors can accept a certificate instead of a Share Warrant






	154.1	 	The directors can accept a certificate from the persons referred to in Article 154.2 stating
that they hold Share Warrants on behalf of someone named in the certificate as proof of
matters set out in such certificate. The certificate will be in such form as the directors
decide (including details of the number of shares to which the Share Warrant relates).






	154.2	 	The only people who may deliver a certificate to the Company are the ADR Depositary or any
bank or agent which has been appointed by the Company. For the purposes of Articles 153 to
159, the Company can treat the deposit of the certificate as though the Share Warrant itself
had been deposited at the Transfer Office.






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




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	155	 	Requesting a Share Warrant






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






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






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






	155.4	 	A person who requests a Share Warrant (including a person requesting a Share Warrant in the
circumstances described in Article 156) is responsible (and will re-imburse the Company) for
all and any stamp duties, stamp duty reserve tax, bearer instrument duty, taxes, charges,
fees, interest and penalties payable in connection with the issue of the Share Warrants. This
Article 155.4 applies unless the person requesting the Share Warrant agrees otherwise with the
Company.






	156	 	Replacing Share Warrants






	156.1	 	If a Share Warrant is damaged or defaced, the Bearer can request a new one, once he returns
the damaged or defaced Share Warrant to the directors at the Transfer Office. Once any
payments of the types described in Article 155.4 are made (if any), a new Share Warrant will
be issued.






	156.2	 	If a Share Warrant is said to have been lost, stolen or destroyed, the directors can issue a
replacement (although they do not have to do so). The directors can require satisfactory
evidence of the loss, theft or destruction, an indemnity, the payment of any exceptional out
of pocket expenses, and payments of the types described in Article 155.4 before issuing a
replacement.






	156.3	 	The Bearer can ask the directors to cancel his existing Share Warrant and replace it with
two (or more) Share Warrants which together represent the same number of shares which the
original single Share Warrant represented. The directors do not have to comply with this
request. If they do, the Bearer will have to surrender his original Share Warrant and can be
required by the directors to make any payments of the types described in Article 155.4 before
the new Share Warrants are issued.






	157	 	Rights of the Bearer






	157.1	 	The Bearer (or a person who has deposited his Share Warrant in accordance with Article 157.2
or if the directors so decide, Article 154.2) shall be entitled to the same rights and be
subject to the same obligations as those to which he would be entitled or subject if he were
the registered holder of the shares to which the Share Warrant relates. This is subject to the
provisions of Articles 153 to 160.






	157.2	 	Where a Bearer deposits his Share Warrant, together with a declaration in writing giving his
name and address, at the Transfer Office (or some other place specified by the




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	 	 	directors) he has certain rights at any General Meeting provided that such Share Warrant is
deposited at least 48 hours in advance of such meeting. For as long as the Share Warrant
remains so deposited, the person who deposited it will have the following rights as if he
were the registered holder from the time of deposit of the shares specified in the Share
Warrant at a General Meeting:






	 	•	 	the right to sign a form requiring a General Meeting;






	 	•	 	the right to give notice of his intention to submit a resolution at a General
Meeting;






	 	•	 	the right to attend, speak and vote, appoint a proxy and exercise the other rights
of a shareholder at a General Meeting.






	157.3	 	Any Share Warrant which is deposited in accordance with Article 157.2 must remain deposited
until the end of the General Meeting at which the person who deposited the Share Warrant
desires to attend or be represented.






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






	158	 	Bearers of Share Warrants participating in securities offers






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






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






	158.3	 	For the purposes of this Article, a securities offer means an offer of shares, securities or
debentures to shareholders or any class of shareholders, or a proposed issue of shares
pursuant to Article 132.






	159	 	Communications with Bearers of Share Warrants






	159.1	 	In the case of any communication (for example, a notice of General Meeting, a circular or
annual report) with shareholders, there is no need for the Company to contact any Bearer
individually. Instead, all the Company need do is advertise the communication in a leading
United Kingdom national daily newspaper (and any other newspapers the directors decide on),
giving an address where copies of the communication may be obtained by the Bearer.






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




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	160	 	Issuing shares to which the Share Warrant relates






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






	 	•	 	the Share Warrant; and






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






	160.2	 	The Company will comply with a request made in accordance with Article 160.1 only upon the
payment (or reimbursement) by the Bearer of all and any stamp duties, stamp duty reserve tax,
bearer instrument duty, taxes, charges, fees, interest and penalties payable in connection
with the issue of the shares. The Company may, however, agree that any such taxes or costs do
not have to be paid by the Bearer.






	160.3	 	If the Company complies with a request made in accordance with Article 160.1, the person
named in the declaration will be entitled to have his name entered as a member in the Register
in respect of the shares specified in the declaration and to receive a share certificate for
them. The time limit for the Company to prepare a share certificate under this Article 160.3
is two months from the decision to comply with a request made in accordance with Article
160.1.






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





ADR DEPOSITARY





	161	 	ADR Depositary can appoint proxies






	161.1	 	The ADR Depositary can appoint more than one person to be its proxy. As long as the
appointment complies with the requirements in Article 161.2, the appointment can be made in
any way and on any terms which the ADR Depositary thinks fit. Each person appointed in this
way is called an Appointed Proxy.






	161.2	 	The appointment must set out the number of shares in relation to which an Appointed Proxy is
appointed. This number is called the Appointed Number. The Appointed Numbers of all Appointed
Proxies appointed by the ADR Depositary, when added together, must not be more than the number
of Depositary Shares (as calculated in Article 161.3).






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






	 	•	 	registered in the name of the ADR Depositary;






	 	•	 	represented by Share Warrants which have been deposited by the ADR Depositary with
the Company in accordance with Article 157; and




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	 	•	 	represented by Share Warrants which are set out in a certificate from the ADR
Depositary accepted by the directors in accordance with Article 154.






	162	 	The ADR Depositary must keep a Proxy Register






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






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






	163	 	Appointed Proxies can only attend General Meetings if properly appointed






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






	164	 	Rights of Appointed Proxies






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






	 	•	 	at a General Meeting which an Appointed Proxy is entitled to attend, he is entitled
to the same rights and has the same obligations in relation to his Appointed Number of
shares as if the ADR Depositary was the registered holder of such shares and he had
been validly appointed in accordance with Articles 75 to 77 by the ADR Depositary as
its proxy in relation to those shares; and






	 	•	 	an Appointed Proxy can himself appoint another person to be his proxy in relation to
his Appointed Number of shares, as long as the appointment is made and deposited in
accordance with Articles 75 to 77 and, if it is, the provisions of these Articles will
apply to such an appointment as though the Appointed Proxy was the registered holder of
such shares and the appointment was made by him in that capacity.






	165	 	Sending information to an Appointed Proxy






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




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	166	 	The Company can pay dividends to an Appointed Proxy






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






	167	 	The Proxy Register may be fixed at a certain date






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






	 	•	 	exercise the rights conferred by Article 164;






	 	•	 	receive documents sent pursuant to Article 165; and






	 	•	 	be paid dividends pursuant to Article 166






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






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






	 	•	 	the Appointed Number of shares in respect of an Appointed Proxy will be treated as
the number appearing against his name in the Proxy Register as at the close of business
on the Record Date;






	 	•	 	this can be shown by setting out the number of American Depositary Receipts which
each Appointed Proxy holds and stating that the number of shares can be ascertained by
multiplying the said number of American Depositary Receipts by such number which for
the time being is equal to the number of shares which any one American Depositary
Receipt represents; and






	 	•	 	changes to entries in the Proxy Register after the close of business on the Record
Date will be ignored in determining the entitlement of any person for the purpose
concerned.






	168	 	The nature of an Appointed Proxy’s interest






	 	 	Except as required by the Companies Acts, no Appointed Proxy will be recognised by the
Company as holding any interest in shares upon any trust. Except for recognising the rights
given in relation to General Meetings by appointments made by Appointed Proxies pursuant to
Article 164, the Company is entitled to treat any person entered in the Proxy Register as an
Appointed Proxy as the only person (other than the ADR Depositary) who has any interest in
the shares in respect of which the Appointed Proxy has been appointed.






	169	 	Validity of the appointment of Appointed Proxies






	169.1	 	If any question arises as to whether any particular person or persons has or have been
validly appointed to vote (or exercise any other right) in respect of any shares (for example




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	 	 	because the total number of shares in respect of which appointments are recorded in the
Proxy Register is more than the number of Depositary Shares) this question will, if it
arises at or in relation to a General Meeting be determined by the chairman of the General
Meeting. His decision (which can include declining to recognise a particular appointment or
appointments as valid) will, if made in good faith, be final and binding on all persons
interested.






	169.2	 	If a question of the type described in Article 169.1 arises in any circumstances other than
at or in relation to a General Meeting, the question will be determined by the directors.
Their decision (which can include declining to recognise a particular appointment or
appointments as valid) will also, if made in good faith, be final and binding on all persons
interested.





Rights and Restrictions Attached to the B Shares





	170	 	Definitions






	 	 	 	The following definitions will apply solely in Articles 170 to 187:






	 	•	 	B Share Continuing Dividend means the non-cumulative preferential dividend payable
on a Dividend Payment Date in relation to each B Share at the rate (on the nominal
value thereof) of 75 per cent. of Sterling LIBOR calculated in accordance with these
Articles;






	 	•	 	B Share Dividend Calculation Period means each six month period within the Future
Redemption Period ending on either 4 February or 4 August used for the calculation of
the B Share Continuing Dividend on the B Shares, the first such period commencing on 5
August 2006 and ending on 4 February 2007 provided that B Shares which are redeemed on
the First Redemption Date or converted into Deferred Shares on 7 August 2006 will not
qualify for the payment of any B Share Continuing Dividend;






	 	•	 	B Shares means redeemable non-cumulative preference shares of 15 pence each in the
capital of the Company;






	 	•	 	Business Day means a day (other than a Saturday, Sunday or public holiday) on which
pounds sterling deposits may be dealt in on the London inter-bank market and commercial
banks are open for general business in London;






	 	•	 	CREST means the relevant system (as defined in the Uncertificated Securities
Regulations 2001) in respect of which CRESTCo Limited is the Operator (as defined in
such regulations);






	 	•	 	Deferred Shares means the unlisted deferred shares of 15 pence each, the rights and
restrictions attached to which are set out in Articles 180 to 186;






	 	•	 	Dividend Payment Dates means 5 February and 5 August in each year within the Future
Redemption Period (or, if not a Business Day, the next Business Day (without any
interest or payment in respect of the delay)) and Dividend Payment Date will be
construed accordingly;






	 	•	 	Election means an election by shareholders in relation to their B Shares to (i)
accept an initial redemption of the B Shares; (ii) receive an initial dividend on the B




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	 	 	 	Shares; or (iii) accept a future redemption of the B Shares, either by completing,
signing and returning the election form which was enclosed with the circular to
shareholders dated 13 June 2006, or by submitting an Unmatched Stock Event
instruction through CREST;






	 	•	 	First Redemption Date means 4 August 2006;






	 	•	 	Future Redemption Date means 5 February and/or 5 August in any calendar year within
the Future Redemption Period;






	 	•	 	Future Redemption Form means the form, printed on the reverse of each B Share
certificate, by means of which shareholders holding their B Shares in certificated form
may elect to have their B Shares redeemed on a Future Redemption Date;






	 	•	 	Future Redemption Period means the period beginning on 5 August 2006 and ending on 4
August 2008;






	 	•	 	Sterling LIBOR means the rate for six-month deposits in pounds sterling for a period
of designated maturity which appears on the Reuters screen ISDA page (or such other
page or service as may replace it for the purpose of displaying London inter-bank
offered rates of leading banks for pounds sterling deposits as determined by the
Company) as at 11.00 a.m. on the first Business Day of each B Share Dividend
Calculation Period;






	 	•	 	US Shareholders means shareholders (beneficial or otherwise) who have an address in
the United States on the Company’s register of members or who are physically located in
the United States.






	171	 	Income






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






	171.2	 	Payments of B Share Continuing Dividends will be made to holders of B Shares whose names
appear on the relevant register of members of the Company, if the relevant Dividend Payment
Date is 5 February at the close of business on 21 January in the same calendar year and if the
relevant Dividend Payment Date is 5 August at the close of business on 21 July in the same
calendar year. The aggregate entitlement on a Dividend Payment Date of each holder of B Shares
in respect of the B Share Continuing Dividend on all B Shares held by him will be rounded down
to the nearest whole penny.






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




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	172	 	Capital






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






	172.2	 	The holders of B Shares will not have any other right to share in the Company’s surplus
assets. If there is a winding-up to which Article 172.1 applies and there is not enough to pay
the amounts due on the B Shares, the holders of the B Shares will share what is available in
proportion to the amounts to which they would otherwise be entitled.






	173	 	Redemption






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






	173.1	 	Unless redeemed earlier, on 5 August 2008.






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






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






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






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






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




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






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






	174	 	Initial B Share Dividend






	174.1	 	The holders of B Shares will be entitled to a dividend of 15 pence per B Share (the Initial
B Share Dividend) provided their names are entered on the register of members of the Company
on issue of the B Shares and they have notified the Company’s registrar by validly making an
Election on or before 3.00 p.m. on 3 August 2006 (or any later date the Directors may decide)
indicating that they wish to receive the Initial B Share Dividend. Each B Share, in respect of
which the Initial B Share Dividend is payable, will at 9.00 a.m. on 7 August 2006 (or any
other date the directors may decide) be converted into a Deferred Share of 15 pence nominal
value. The rights and restrictions attaching to the Deferred Shares are set out in Articles
180 to 186.






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






	175	 	Voting at General Meetings






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






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






	176	 	Purchase of Shares






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




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	177	 	Class Rights






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






	177.2	 	The Company may reduce the share capital paid up or treated as paid up on the B Shares in
any way (in accordance with the Companies Acts). Any such reduction will be in accordance with
the rights attaching to the B Shares and will not involve a variation of those rights. The
Company can reduce its capital (in accordance with the Companies Acts) at any time without the
consent of the holders of the B Shares including by paying to the holders of B Shares the
preferential amounts they are entitled to as set out in Article 172.






	178	 	Form






	 	 	The holders of B Shares cannot renounce their B Shares. Any transfer of B Shares must be
effected in writing and either in the usual or standard form or in any other form approved
by the directors. Every transfer of uncertificated B Shares must be carried out using a
relevant system (e.g. CREST). For the avoidance of doubt B Shares will be redeemed in
accordance with Article 173.






	179	 	Deletion of Articles 170 to 179 when no B Shares in existence






	179.1	 	Articles 170 to 179 shall remain in force until there are no longer any B Shares in
existence whether by way of conversion into Deferred Shares or redemption and cancellation or
until 31 December 2008, whichever is earlier, notwithstanding any provision in these Articles
to the contrary. Thereafter Articles 170 to 179 shall be and shall be deemed to be of no
effect (save to the extent that the provisions of 170 to 179 are referred to in other
Articles) and shall be deleted and replaced with the wording “Articles 170 to 179 have been
deleted”, and the separate register for the holders of B Shares shall no longer be required to
be maintained by the Company; but the validity of anything done under Articles 170 to 179
before that date shall not otherwise be affected and any actions taken under Articles 170 to
179 before that date shall be conclusive and shall not be open to challenge on any grounds
whatsoever.





Rights and Restrictions Attached to the Deferred Shares





	180	 	Income






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






	181.1	 	If the Company is wound up (but in no other circumstances involving a repayment of capital
or distribution of assets to shareholders whether by reduction of capital, redeeming




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	 	 	 	or buying back shares or otherwise), the holders of Deferred Shares will be entitled to the
amount paid up or treated as paid up on the nominal value of each Deferred Share after:






	 	•	 	first, paying to the holders of Fixed Rate Shares the amount paid up or treated as
paid up on the nominal value of each Fixed Rate Share, together with any dividend,
arrears of dividend or proportion of any dividend to which they are entitled under
these Articles;






	 	•	 	secondly, paying to the holders of B Shares the amount paid up or treated as paid up
on the nominal value of each B Share together with any outstanding entitlement to the B
Share Continuing Dividend up to the Dividend Payment Date immediately before the
winding-up; and






	 	•	 	thirdly, paying to the holders of Ordinary Shares the amount paid up or treated as
paid up on the nominal value of each Ordinary Share together with the sum of £1,000 on
each Ordinary Share.






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






	182	 	Redemption






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






	183	 	Attendance and voting at general meetings






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






	184	 	Form






	 	 	The Deferred Shares will not be listed on any stock exchange and no share certificates will
be issued for the Deferred Shares. The Deferred Shares will not be transferable except in
accordance with Article 186 or with the consent in writing of the Directors.






	185	 	Class rights






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






	185.2	 	The Company may reduce the share capital paid up or treated as paid up on the Deferred
Shares in any way (in accordance with the Companies Acts). Any such reduction will be in
accordance with the rights attaching to the Deferred Shares and will not involve a variation
of those rights. The Company can reduce its capital (in accordance with the Companies Acts) at
any time without the consent of the holders of the Deferred Shares.




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	186	 	Transfer and purchase






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






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






	 	•	 	cancel all the Deferred Shares purchased by the Company (in accordance with the
Companies Acts).






	187	 	Deletion of Article 180 to 187 when no Deferred Shares in existence






	 	 	Articles 180 to 187 shall remain in force until there are no longer any Deferred Shares in
existence or until 31 December 2008, whichever is earlier, notwithstanding any provision in
these Articles to the contrary. Thereafter Articles 180 to 187 shall be and shall be deemed
to be of no effect (save to the extent that the provisions of Articles 180 to 187 are
referred to in other Articles) and shall be deleted and replaced with the wording “Articles
180 to 187 have been deleted”, and the separate register for the holders of Deferred Shares
shall no longer be required to be maintained by the Company; but the validity of anything
done under Articles 180 to 187 before that date shall not otherwise be affected and any
actions taken under Articles 180 to 187 before that date shall be conclusive and shall not
be open to challenge on any grounds whatsoever.





Approved Depositaries





	188	 	Appointments






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






	188.2	 	The Approved Depositary must keep a register (the Nominated Proxy Register) of each person
it has appointed as a Nominated Proxy under Article 188.1 and the Appointed Number. The
directors will decide what information about each Nominated Proxy is to be recorded in the
Nominated Proxy Register. Any person authorised by the Company may inspect the Nominated Proxy
Register during usual business hours and the Approved Depositary will give such person any
information which he requests as to the contents of the Nominated Proxy Register.




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	189	 	Rights of Nominated Proxies






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






	189.2	 	Subject to these Articles and the relevant Act or Acts, and so long as the Approved
Depositary or a nominee of the Approved Depositary holds at least his Appointed Number of
Ordinary Shares, a Nominated Proxy is entitled to attend a General Meeting which holders of
Ordinary Shares are entitled to attend, and he is entitled to the same rights, and subject to
the same obligations, in relation to his Appointed Number of Depositary Shares as if he had
been validly appointed in accordance with Articles 75 to 79 by the registered holder of these
shares as its proxy in relation to those shares.






	189.3	 	A Nominated Proxy may appoint another person as his proxy for his Appointed Number of
Depositary Shares, as long as the appointment is made and deposited in accordance with
Articles 75 to 79, and these Articles apply to that appointment and to the person so appointed
as though those Depositary Shares were registered in the name of the Nominated Proxy and the
appointment was made by him in that capacity. The directors may require such evidence as they
think appropriate to decide that such appointment is effective.






	189.4	 	For the purposes of determining who is entitled as a Nominated Proxy to exercise the rights
conferred by Articles 189.2 and 189.3 and the number of Depositary Shares in respect of which
a person is to be treated as having been appointed as a Nominated Proxy for these purposes,
the Approved Depositary can decide that the Nominated Proxies who are so entitled are the
people entered in the Nominated Proxy Register at a time and on a date (a Record Time) agreed
between the Approved Depositary and the Company.






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






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






	 	•	 	changes to entries in the Nominated Proxy Register after the Record Time will be
ignored for this purpose.






	189.6	 	Except for recognising the rights given in relation to General Meetings by appointments made
by Nominated Proxies pursuant to Article 189.3, the Company is entitled to treat any person
entered in the Nominated Proxy Register as a Nominated Proxy as the only person (other than
the Approved Depositary) who has any interest in the Depositary Shares in respect of which the
Nominated Proxy has been appointed.






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




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Glossary



About the glossary



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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




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



charge See lien and charge.



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



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



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



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



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



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



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



documents of title The documents which show that a person owns something.



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



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



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



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



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



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



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



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



in issue See issue.




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instruments Formal legal documents.



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



liabilities Debts and other obligations.



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



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



members means shareholders.



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



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



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



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



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



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



par value See nominal value.



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



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



poll A poll vote is usually a card vote but to the extent permitted by the Companies Acts may be
an electronic vote. On a poll vote, the number of votes which a shareholder has will depend on the
number of shares which he owns. An Ordinary Shareholder has one vote for each share he owns. A poll
vote is different to a show of hands vote, where each person who is entitled to vote has just one
vote, however many shares he owns.




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



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



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



proxy A proxy is a person who is appointed by a shareholder to attend a shareholders’ meeting and
vote for that shareholder. A proxy is appointed by using a proxy form. A proxy does not have to be
a shareholder. At a shareholders’ meeting a proxy can exercise the rights of the shareholder that
appointed him.



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



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



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



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



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



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



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



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




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transfers the right to be registered as the holder of the share to another person. This process is
called renunciation.



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



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



revoke To withdraw, or cancel.



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



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



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



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



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



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



special resolution A decision reached by a majority of at least 75 per cent of votes cast.



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



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



stock When shares have been converted into stock the holder’s interest in the Company is expressed
by reference to a sum of money divided into transferable units. For example, the interest of a
shareholder with one hundred £1 shares might have been converted into £100 worth of stock
transferable in units of £1 each.




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



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



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



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



subscribers to shares The people who first acquire the shares.



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



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





	•	 	has a majority of the votes in the company either alone, or acting with others;
	 
	•	 	is a shareholder who can appoint or remove a majority of the directors; or
	 
	•	 	can exercise dominant influence over the company because of anything in the Company’s
Memorandum or Articles, or because of a certain kind of contract.




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



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



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



warrant See the definition of dividend warrant.



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



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





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