Exhibit 1
 ARTICLES OF ASSOCIATION
 of
 BRITISH SKY BROADCASTING GROUP
 PUBLIC LIMITED COMPANY
  PRELIMINARY
 1.
    (1)
    
    In these articles the following words bear the following
meanings:the 1985 Actthe Companies Act 1985 to the extent (except where otherwise
expressly stated) in force from time to time;the 2006 Actthe Companies Act 2006 to the extent in force from time to time;the Actsthe 1985 Act and the 2006 Act;these articlesthe articles for the time being of the Company;Broadcasting Act 1990the Broadcasting Act 1990 (as amended by the Communications
Act) including any supplementary legislation, Orders or Statutory Instruments
enacted pursuant thereto;Broadcasting Act 1996the Broadcasting Act 1996 (as amended by the Communications
Act) including any supplementary legislation, Orders or Statutory Instruments
enacted pursuant thereto;Broadcasting Actsthe Broadcasting Act 1990 and the Broadcasting Act 1996;clear daysin relation to the period of a notice, that period excluding the day
when the notice is given or deemed to be given and the day for which it is given or
on which it is to take effect;Communications Actthe Communications Act 2003 including any supplementary
legislation, Orders or Statutory Instruments enacted pursuant thereto;Daily Official Listthe daily official list of the London Stock Exchange;electronic addressany number or address used for the purposes of sending or
receiving notices, documents or information by electronic means;electronic formhas the same meaning as in the 2006 Act;electronic meanshas the same meaning as in the 2006 Act;Excess Sharesthe Specified Shares (or any interest therein) which are required to
be disposed of under a Mandated Disposal;executedany mode of execution;
 1




---



##### 



holderin relation to shares, the member whose name is entered in the register of
members as the holder of the shares;Licencea licence to provide a television licensable content service, a digital
television programme service or any other service under the Broadcasting Acts;Licence Holdera person who has been:-
 (i)
    
    granted a Licence by Ofcom which Licence (including any renewal
or extension thereof) has not been terminated or revoked; or
 (ii)
    
    awarded, but not yet granted a Licence by Ofcom and such award
has not been revoked;
 London Stock Exchangethe London Stock Exchange PLC;Mandated Disposalthe sale or other transfer of Specified Shares (or any interest
therein) pursuant to Article 45;Ofcomthe Office of Communications established pursuant to section 1 of the Office
of Communications Act 2002 or such other successor body as may be appointed from
time to time to exercise all or any of the powers of such body under the
Broadcasting Acts and/or Communications Act;Officethe registered office of the Company from time to time;recognised persona recognised clearing house or a nominee of a recognised
clearing house or of a recognised investment exchange who is designated within the
meaning of section 185(4) of the 1985 Act;Relevant Interestany interest (which either alone or when taken with any other
interest or interests) in shares in the Company (including any interest attributed
by the directors pursuant to the definition of Relevant Investor below) as a
result of which (a) the Company or any subsidiary would become a disqualified person
in relation to any Licence held by it (or awarded, but not yet granted, to it) by
virtue of Part II of Schedule 2 to the Broadcasting Act 1990, (b) there would be a
breach of, or failure to comply with, any requirements or conditions imposed by or
under section 5 of the Broadcasting Act 1990 and/or Schedule 14 of the
Communications Act, in relation to any Licence of the Company or any subsidiary to
which those requirements apply, by the Company or any subsidiary or any other
person, (c) Ofcom may refuse to grant or may revoke a Licence to the Company or any
subsidiary under the Broadcasting Acts or (d) the Company or any subsidiary would
otherwise be materially affected in relation to any Licence held by (or awarded, but
not yet granted, to) it;Relevant Investorany person who, as a result of the transfer to him of any
shares, (a) has a Relevant Interest unless, in any such case, Ofcom has given its
consent in writing to the Company or any subsidiary to the existence or continuance
of the circumstance or circumstances which cause (or would have caused if such
consent had not been given) the person to be or to become a Relevant Investor and
(i) such consent has not been withdrawn and (ii) there
 2




---



##### 



has not been any change in any circumstance which would be relevant to Ofcom in
considering whether to withdraw its consent or (b) is determined by the directors,
following consultation with Ofcom, to have an interest in shares in the Company
which may cause Ofcom to vary, revoke, determine or refuse to award, grant, renew or
extend a Licence to or of the Company or any subsidiary. Without prejudice to the
generality of the foregoing, for the purpose of determining whether any person is a
Relevant Investor as a result of the transfer to him of any shares, the directors
may attribute to such person and aggregate with the interests in issued shares of
such person (a) any interest which the Company may require a person to disclose
pursuant to section 793 of the 2006 Act (b) any shares which are, in the opinion of
the directors, the subject of an agreement or arrangement (whether legally
enforceable or not) whereby such shares are to be voted in accordance-with that
persons instructions (whether. given by him directly or through any other person)
and (c) any interest of any associate of such person or any person controlled by or
connected with such person;sealthe common seal (if any) of the Company and an official seal (if any) kept by
the Company by virtue of section 40 of the 1985 Act, or either of them as the case
may require;secretarythe secretary of the Company or any other person appointed to perform
the duties of the secretary of the Company, including a joint, assistant or deputy
secretary;Specified Sharesshares in the issued capital of the Company which have been
transferred to a member and which are comprised in the interest of a Relevant
Investor;Uncertificated Securities Regulationsthe Uncertificated Securities Regulations
2001;undertakingincludes a body corporate or partnership or an unincorporated
association carrying on a trade or business with or without a view to profit (and,
in relation to an undertaking which is not a company, expressions in these articles
appropriate to companies shall be construed as references to the corresponding
persons, officers, documents or organs (as the case may be) appropriate to
undertakings of that description).(2)
    
    In these articles references to a share being in uncertificated form are
references to that share being an uncertificated unit of a security, and references to
a share being in certificated form are references to that share being a certificated
unit of a security, provided that any reference to a share in uncertificated form
applies only to a share of a class which is, for the time being, a participating
security, and only for so long as it remains a participating security.(3)
    
    Save as aforesaid and unless the context otherwise requires, words or
expressions contained in these articles bear the same meanings as in the Acts or the
Uncertificated Securities Regulations (as the case may be).
 3




---



##### 



(4)
    
    Except where otherwise expressly stated, a reference in these articles to any
statute or provision of a statute includes a reference to any statutory amendment,
modification or re-enactment of it for the time being in force.(5)
    
    In these articles, unless the context otherwise requires:
 (a)
    
    words in the singular include the plural, and vice versa;(b)
    
    words importing any gender include all genders; and(c)
    
    a reference to a person includes a reference to a body
corporate (wherever resident or domiciled) and to an unincorporated body of
persons.
 (6)
    
    In these articles:
 (a)
    
    references to writing include references to typewriting,
printing, lithography, photography and any other modes of representing or
reproducing words in a legible and non-transitory form and documents and
information sent or supplied in electronic form or made available on a website
are in writing for the purposes of these articles;(b)
    
    references to other and otherwise shall not be construed
ejusdem generis where a wider construction is possible;(c)
    
    references to a power are to a power of any kind, whether
administrative, discretionary or otherwise; and(d)
    
    references to a committee of the directors are to a committee
established in accordance with these articles, whether or not comprised wholly
of directors.
 (7)
    
    The headings are inserted for convenience only and do not affect the
construction of these articles.
 2.
    
    The regulations contained in Table A in the Companies (Tables A to F) Regulations 1985 do not
apply to the Company.
 SHARE CAPITAL
 3.
    
    The share capital of the Company is £1,500,000,000 divided into 3,000,000,000 ordinary shares
of 50p each.
 4.
    
    Subject to the provisions of the Acts, and without prejudice to any rights attached to any
existing shares, any share may be issued with such rights or restrictions as the Company may
by ordinary resolution determine (or, insofar as the Company has not so determined, as the
directors may determine).
 5.
    
    Subject to the provisions of the Acts, any share may be issued which is or is to be liable,
to be redeemed at the option of the Company or the holder on such terms and in such manner as
may be provided by these articles.
 6.
    
    Subject to the provisions of the Acts and these articles, the unissued shares in the Company
shall be at the disposal of the directors, who may offer, allot, grant options
 4




---



##### 



over or otherwise dispose of them to such persons and on such terms as the directors think
fit.
 7.
    
    The Company may exercise the powers of paying commissions or brokerage conferred or permitted
by the Acts. Subject to the provisions of the Acts, any such commission may be satisfied by
the payment of cash or by the allotment of fully or partly paid shares or partly in one way
and partly in the other.
 8.
    
    Except as required by law, no person shall be recognised by the Company as holding any share
upon any trust and (except as otherwise provided by these articles or by law) the Company
shall not be bound by or recognise any interest in any share except an absolute right to the
entirety of it in the holder.
 9.
    
    Without prejudice to any powers which the Company or the directors may have to issue, allot,
dispose of, convert, or otherwise deal with or make arrangements in relation to, shares and
other securities in any form:
 (a)
    
    the holding of shares in uncertificated form and the transfer of title to such
shares by means of a relevant system shall be permitted; and(b)
    
    the Company may issue shares in uncertificated form and may convert shares from
certificated form to uncertificated form and vice versa.
 If and to the extent that any provision of these articles is inconsistent with such holding
or transfer as is referred to in paragraph (a) of this article above or with any provision
of the Uncertificated Securities Regulations, it shall not apply to any share in
uncertificated form.10.
    
    Notwithstanding anything else contained in these articles, where any class of shares is, for
the time being, a participating security, unless the directors otherwise determine, shares of
any such class held by the same holder or joint holder in certificated form and uncertificated
form shall be treated as separate holdings.
 VARIATION OF RIGHTS
 11.
    
    Subject to the provisions of the Acts, if at any time the capital of the Company is divided
into different classes of shares, the rights attached to any class may be varied, either while
the Company is a going concern or during or in contemplation of a winding up:
 (a)
    
    in such manner (if any) as may be provided by those rights; or(b)
    
    in the absence of any such provision, with the consent of the holders of
three-quarters in nominal value of the issued shares of that class, (which consent
shall be given in writing) or with the sanction of a special resolution passed at a
separate meeting of the holders of the shares of that class,
 but not otherwise. To every such separate meeting the provisions of these articles relating
to general meetings shall apply, except that a poll may be demanded by any one holder of
shares of the class whether present in person or by proxy and the necessary quorum at any
such meeting other than an adjourned meeting shall be at least two persons together holding
or representing by proxy at least one-third in
 5




---



##### 



nominal value of the issued shares of the class in question and at an adjourned meeting
shall be one person holding shares of the class in question or his proxy.12.
    
    Unless otherwise expressly provided by the rights attached to any class of shares, those
rights:
 (a)
    
    shall be deemed to be varied by the reduction of the capital paid up on those
shares and by the creation or issue of a further class of shares ranking in priority
for payment of a dividend or in respect of capital;(b)
    
    shall otherwise be deemed not to be varied by the creation or issue of further
shares ranking pari passu with or subsequent to the first-mentioned shares; and(c)
    
    shall be deemed not to be varied by the purchase or redemption by the Company
of any of its own shares.
 SHARE CERTIFICATES
 13.
    (1)
    
    Subject to paragraph (2) of this article, every holder of shares
(other than a recognised person in respect of whom the Company is not
required by law to complete and have ready a certificate) shall be
entitled without payment to one certificate for all the shares of each
class held by him (and, upon transferring a part of his holding of
shares of any class, to a certificate for the balance of that holding)
or, upon payment for every certificate after the first of such
reasonable sum as the directors may determine, to several certificates
each for one or more of his shares. Every certificate shall be issued
under the seal, or bearing an imprint or representation of the seal or
such other form of authentication as the directors may determine, and
shall specify the number, class and distinguishing numbers (if any) of
the shares to which it relates and the amount or respective amounts
paid up on them. The Company shall not be bound to issue more than one
certificate for shares held jointly by several persons and delivery of
a certificate to one joint holder shall be sufficient delivery to all
of them.
 (2)
    
    Paragraph (1) of this article shall not apply in relation to shares in
uncertificated form.(3)
    
    If a share certificate is defaced, worn-out, lost or destroyed, it may be
renewed on such terms (if any) as to evidence and indemnity and payment of any
exceptional expenses incurred by the Company in investigating evidence as the directors
may determine but otherwise free of charge, and (in the case of defacement or
wearing-out) on delivery up of the old certificate.
 LIEN
 14.
    
    The Company shall have a first and paramount lien on every share (not being a fully paid
share) for all amounts (whether presently payable or not) payable at a fixed time or called in
respect of that share. The directors may declare any share to be wholly or in part exempt from
the provisions of this article. The Companys lien on a share shall extend to all amounts
(including dividends) payable in respect of it.15.
    
    The Company may sell, in such manner as the directors determine, any share on which the
Company has a lien if an amount in respect of which the lien exists is
 6




---



##### 



presently payable and is not paid within fourteen clear days after notice has been given to
the holder of the share, or the person entitled to it in consequence of the death or
bankruptcy of the holder or otherwise by operation of law, demanding payment and stating
that if the notice is not complied with the shares may be sold.16.
    
    To give effect to the sale the directors may, in the case of a share in certificated form,
authorise some person to execute an instrument of transfer of the share sold to, or in
accordance with the directions of, the purchaser; and in the case of a share in uncertificated
form, the directors may, to enable the Company to deal with the share in accordance with the
provisions of this article, require the Operator of a relevant system to convert the share
into certificated form and after such conversion may authorise any person to execute an
instrument of transfer and/or take such other steps (including the giving of directions to or
on behalf of the holder, who shall be bound by them) as they think fit to effect the transfer.
The title of the transferee to the share shall not be affected by any irregularity in or
invalidity of the proceedings in reference to the sale and the transferee shall not be bound
to see to the application of the purchase money.17.
    
    The net proceeds of the sale, after payment of the costs, shall be applied in payment of so
much of the amount for which the lien exists as is presently payable, and any residue shall
(upon surrender to the Company for cancellation of the certificate for the share sold, in the
case of a share in certificated form, and subject to a like lien for any amount not presently
payable as existed upon the share before the sale) be paid to the person entitled to the share
at the date of the sale.
 CALLS ON SHARES, FORFEITURE AND SURRENDER
 18.
    
    Subject to the terms of allotment, the directors may make calls upon the members in respect
of any amounts unpaid on their shares (whether in respect of nominal value or premium) and
each member shall (subject to receiving at least fourteen clear days notice specifying when
and where payment is to be made) pay to the Company as required by the notice the amount
called on his shares. A call may be required to be paid by instalments. A call may, before
receipt by the Company of an amount due under it, be revoked in whole or in part and payment
of a call may be postponed in whole or part. A person upon whom a call is made shall remain
liable for calls made upon him notwithstanding the subsequent transfer of the shares in
respect of which the call was made.19.
    
    A call shall be deemed to have been made at the time when the resolution of the directors
authorising the call was passed.20.
    
    The joint holders of a share shall be jointly and severally liable to pay all calls in
respect of it.21.
    
    If a call or an instalment of a call remains unpaid in whole or in part after it has become
due and payable the person from whom it is due shall pay interest on the amount unpaid, from
the day it became due and payable until it is paid at the rate fixed by the terms of allotment
of the shares in question or in the notice of the call or, if no rate is fixed, at the
appropriate rate (as defined by the Acts) but the directors may waive payment of the interest
wholly or in part.
 7




---



##### 



22.
    
    An amount payable in respect of a share on allotment or at any fixed date, whether in respect
of nominal value or premium or as an instalment of a call, shall be deemed to be a call and if
it is not paid these articles shall apply as if that sum had become due and payable by virtue
of a call duly made and notified.23.
    
    Subject to the terms of allotment, the directors may differentiate between the holders in the
amounts and times of payment of calls on their shares.24.
    
    The directors may receive from any member willing to advance it all or any part of the amount
unpaid on the shares held by him (beyond the sums actually called up) as a payment in advance
of calls, and such payment shall, to the extent of it, extinguish the liability on the shares
in respect of which it is advanced. The Company may pay interest on the amount so received, or
so much of it as exceeds the sums called up on the shares in respect of which it has been
received, at such rate (if any) as the member and the directors agree.25.
    
    If a call or an instalment of a call remains unpaid, in whole or in part, after it has become
due and payable, the directors may give to the person from whom it is due not less than
fourteen clear days notice requiring payment of the amount unpaid together with any interest
which may have accrued and any costs, charges and expenses incurred by the Company by reason
of such non-payment. The notice shall name the place where payment is to be made and shall
state that if the notice is not complied with the shares in respect of which the call was made
will be liable to be forfeited. If the notice is not complied with, any shares in respect of
which it was given may, before the payment required by the notice has been made, be forfeited
by a resolution of the directors and the forfeiture shall include all dividends and other
amounts payable in respect of the forfeited shares and not paid before the forfeiture.26.
    
    Subject to the provisions of the Acts, a forfeited share shall be deemed to belong to the
Company and may be sold, re-allotted or otherwise disposed of on such terms and in such manner
as the directors determine either to the person who was before the forfeiture the holder or to
any other person and, at any time before the disposition, the forfeiture may be cancelled on
such terms as the directors determine. Where for the purposes of its disposal a forfeited
share is to be transferred to any person, the directors may, in the case of a share in
certificated form, authorise someone to execute an instrument of transfer and, in the case of
a share in uncertificated form, the directors may, to enable the Company to deal with the
share in accordance with the provisions of this article, require the Operator of a relevant
system to convert the share into certificated form and after such conversion may authorise any
person to execute an instrument of transfer and/or take such other steps (including the giving
of directions to or on behalf of the holder, who shall be bound by them) as they think fit to
effect the transfer of the share to that person. The Company may receive the consideration
given for the share on its disposal and register the transferee as the holder of the share.27.
    
    A person any of whose shares have been forfeited shall cease to be a member in respect of
them and shall surrender to the Company for cancellation the certificate for the shares
forfeited but shall remain liable to the Company for all amounts which at the date of
forfeiture were presently payable by him to the Company in respect of those shares with
interest at the rate at which interest was payable on those amounts before the forfeiture or,
if no interest was so payable, at the appropriate rate (as
 8




---



##### 



defined in the Acts) from the date of forfeiture until payment, but the directors may waive
payment wholly or in part or enforce payment without any allowance for the value of the
shares at the time of forfeiture or for any consideration received on their disposal.28.
    
    The board may accept the surrender of any share which it is in a position to forfeit upon
such terms and conditions as may be agreed and, subject to any such terms and conditions a
surrendered share be treated as if it had been forfeited.29.
    
    The forfeiture of a share shall involve the extinction at the time of forfeiture of all
interest in and all claims and demands against the Company in respect of the share and all
other rights and liabilities incidental to the share as between the person whose share is
forfeited and the Company, except only such of those rights and liabilities as are by these
articles expressly saved, or are by the Acts given or imposed in the case of past members.30.
    
    A statutory declaration by a director or the secretary that a share has been forfeited on a
specified date shall be conclusive evidence of the facts stated in it as against all persons
claiming to be entitled to the share and the declaration shall (subject to the execution of an
instrument of transfer if necessary, in the case of a share in certificated form) constitute a
good title to the share and the person to whom the share is disposed of shall not be bound to
see to the application of the consideration, if any, nor shall his title to the share be
affected by any irregularity in or invalidity of the proceedings relating to the forfeiture or
disposal of the share.
 TRANSFER OF SHARES
 31.
    
    The instrument of transfer of a share in certificated form may be in any usual form or in any
other form which the directors approve and shall be executed by or on behalf of the transferor
and, where the share is not fully paid, by or on behalf of the transferee.32.
    
    Where any class of shares is, for the time being, a participating security, title to shares
of that class which are recorded on an Operator register of members as being held in
uncertificated form may be transferred by means of the relevant system concerned. The
transfer may not be in favour of more than four transferees.
 33.
    (1)
    
    The directors may refuse to register any transfer of a share in certificated form if it
is their opinion that such transfer would or might (a) prejudice the right of the Company or
any subsidiary to hold, be awarded or granted or have renewed or extended, any Licence or (b)
give rise to or cause, directly or indirectly, a variation (being a variation which would, in
the opinion of the directors, have a material adverse effect on the ability of the Company or
the relevant subsidiary to operate its broadcasting business as operated by it at the relevant
time) to be made to, or a revocation or determination of any such Licence by Ofcom provided
that the provisions of articles 44 to 50 will apply in relation to the shares which are the
subject of any such transfer. The directors may, in their absolute discretion, refuse to
register the transfer of a share in certificated form which is not fully paid. They may also
refuse to register a transfer of a share in certificated form (whether fully paid or not)
unless the instrument of transfer:
 9




---



##### 



(a)
    
    is lodged, duly stamped, at the Office or at such other place
as the directors may appoint and (except in the case of a transfer by a
recognised person where a certificate has not been issued in respect of the
share) is accompanied by the certificate for the share to which it relates and
such other evidence as the directors may reasonably require to show the right
of the transferor to make the transfer;(b)
    
    is in respect of only one class of share; and(c)
    
    is in favour of not more than four transferees jointly.
 (2)
    
    The directors may refuse to register a transfer of a share in uncertificated
form to a person who is to hold it thereafter in certificated form in any case where
the Company is entitled to refuse (or is excepted from the requirement) under the
Uncertificated Securities Regulations to register the transfer.
 34.
    
    If the directors refuse to register a transfer of a share, they shall as soon as practicable
and in any event within two months after the date on which the transfer was lodged with the
Company (in the case of a transfer of a share in certificated form) or the date on which the
Operator-instruction was received by the Company (in the case of a transfer of a share in
uncertificated form to a person who is to hold it thereafter in certificated form) send to the
transferee notice of the refusal together with reasons for the refusal. The directors shall
send to the transferee such further information about the reasons for the refusal as the
transferee may reasonably request.35.
    
    Subject to the Uncertificated Securities Regulations, the registration of transfers of shares
or of any class of shares may be suspended at such times and for such periods (not exceeding
thirty days in any year) as the directors may determine.36.
    
    No fee shall be charged for the registration of any instrument of transfer or other document
or instruction relating to or affecting the title to any share.37.
    
    The Company shall be entitled to retain any instrument of transfer which is registered, but
any instrument of transfer which the directors refuse to register shall (except in the case of
fraud) be returned to the person lodging it when notice of the refusal is given.38.
    
    Nothing in these articles shall preclude the directors from recognising a renunciation of the
allotment of any share by the allottee in favour of some other person.
 TRANSMISSION OF SHARES
 39.
    
    If a member dies the survivor or survivors where he was a joint holder, or his personal
representatives where he was a sole holder or the only survivor of joint holders, shall be the
only persons recognised by the Company as having any title to his interest; but nothing in
this article shall release the estate of a deceased member from any liability in respect of
any share which had been jointly held by him.
 40.
    
    A person becoming entitled to a share in consequence of the death or bankruptcy of a member
may, upon such evidence being produced as the directors may properly require, elect either to
become the holder of the share or to have some person nominated by him registered as the
transferee. If he elects to become the holder he shall give notice to the Company to that
effect. If he elects to have another person registered he shall execute an instrument of
transfer of the share to that person. All the
 10




---



##### 



provisions of these articles relating to the transfer of shares shall apply to the notice or
instrument of transfer as if it were an instrument of transfer signed by the member and the
death or bankruptcy of the member had not occurred.
 41.
    
    A person becoming entitled to a share by reason of the death or bankruptcy of a member or
otherwise by operation of law shall, upon such evidence being produced as the directors may
reasonably require as to his entitlement, have the rights to which he would be entitled if he
were the holder of the share, and may give discharge for all dividends and other moneys
payable in respect of the share, except that he shall not, before being registered as the
holder of the share, be entitled in respect of it to attend or vote at any general meeting or
at any separate meeting of the holders of any class of shares.
 SHARE WARRANTS
 42.
    (1)
    
    The Company with respect to fully paid shares may issue share
warrants stating that the bearer is entitled to the shares therein
specified, and may provide by coupons or otherwise for the payment of
future dividends or other moneys on or in respect of the shares
included in such share warrants.
 (2)
    
    A share warrant shall entitle the bearer thereof to the shares included in it,
and the shares may be transferred by the delivery of the share warrant, and the
provisions of these articles with respect to share certificates, liens, calls on shares
and forfeiture and surrender, disclosure of interest, transfer of shares and
transmission of shares shall not apply in relation to share warrants or the holders
thereof. Each share warrant shall be issued under the seal.(3)
    
    The directors shall be at liberty to accept a certificate (in such form and
from such person as the directors may approve) to the effect that a specified person is
shown in the records of the person issuing such certificate as being entitled to the
shares comprised in a specified share warrant as sufficient evidence of the facts
stated in such certificate, and may treat the deposit of such certificate at the Office
(or any other place specified from time to time by the directors) as equivalent to the
deposit there of the share warrant, and may (inter alia) allot to the person named in
such certificate any shares to which the bearer of the share warrant referred to in
such certificate may be entitled and the rights of the allottee to the allotment shall
not, after allotment, be questioned by any person.(4)
    
    The directors may determine and from time to time vary the conditions upon
which share warrants shall be issued, and in particular (but without limitation) upon
which a new share warrant or coupon will be issued in the place of one worn out,
defaced, lost or destroyed (provided that no new share warrant may be issued to replace
one that has been lost unless the directors are satisfied beyond reasonable doubt that
the original share warrant has been destroyed), upon which (subject as hereinafter
provided) the bearer of a share warrant shall be entitled to attend and vote at general
meetings, and upon which a share warrant may be surrendered and the name of the holder
entered in the register of members in respect of the shares therein specified. Subject
to such conditions and to these articles, the bearer of a share warrant shall be
subject to the conditions for the time being in force relating to share warrants,
whether made before or after the issue of such share warrant.
 11




---



##### 



(5)
    
    Subject to any conditions for the time being in force relating to share
warrants and as otherwise expressly provided in these articles, the bearer of a share
warrant may at any time deposit the share warrant at the Office (or at such other place
as the directors may from time to time appoint) and, so long as the share warrant
remains so deposited, the depositor shall have the same right of signing a requisition
for calling a meeting of the Company, of giving notice of intention to submit a
resolution to a meeting and of attending and voting, giving a proxy and exercising the
other privileges of a member at any meeting held after the expiration of forty-eight
hours from the time of deposit, as if his name were inserted in the register of members
as the holder of the shares included in the deposited share warrant. Not more than one
person shall be recognised as a depositor of any share warrant. Every share warrant
which shall have been so deposited as aforesaid shall remain so deposited until after
the closing of the meeting at which the depositor desires to attend or to be
represented.(6)
    
    Subject as otherwise expressly provided in these articles or in any conditions
for the time being in force relating to share warrants, no person shall, as bearer of a
share warrant, be entitled to sign a requisition for calling a meeting of the Company
or give notice of intention to submit a resolution to a meeting or attend or vote or
give a proxy or exercise any other privilege of a member at a meeting of the Company,
or be entitled to receive any notices or any documents pursuant to these articles from
the Company, but the bearer of a share warrant shall be entitled in all other respects
to the same privileges and advantages as if he were named in the register of members as
the holder of the shares included in the share warrant, and he shall be deemed to be a
member of the Company.(7)
    
    Without prejudice to any powers which the Company or the directors may have to
issue, dispose of, convert, or otherwise deal with or make arrangements in relation to,
share warrants and other securities in any form:
 (a)
    
    the holding of share warrants in uncertificated form and the
transfer of title to such share warrants by means of a relevant system shall be
permitted; and(b)
    
    the Company may issue share warrants in uncertificated form and
may convert share warrants from certificated form to uncertificated form and
vice versa.
 If and to the extent that any provision of these articles is inconsistent with
such holding or transfer as is referred to in sub-paragraph (7)(a) of this article
above or with any provision of the Uncertificated Securities Regulations, it shall
not apply to any share warrant in uncertificated form.
 DISCLOSURE OF INTERESTS
 43.
    (1)
    
    If a member, or any other person appearing to be interested in
shares held by that member, has been given a notice under section 793
of the 2006 Act and has failed in relation to any shares (the default
shares) to give the Company the information thereby required within
14 days from the date of giving the notice, the following sanctions
shall apply, unless the directors otherwise
 12




---



##### 



determine:
 (a)
    
    the member shall not be entitled in respect of the default
shares to be present or to vote (either in person or by representative or
proxy) at any general meeting or at any separate meeting of the holders of any
class of shares or on any poll; and(b)
    
    where the default shares represent at least 0.25 per cent of
their class:
 (i)
    
    any dividend payable in respect of the shares
shall be withheld by the Company, which shall not have any obligation
to pay interest on it, and the member shall not be entitled to elect,
pursuant to these articles, to receive shares instead of that dividend;
and
 (ii)
    
    no transfer, other than an excepted transfer,
of any shares held by the member in certificated form shall be
registered unless:
 (A)
    
    the member is not himself in
default as regards supplying the information required; and
 (B)
    
    the member proves to the
satisfaction of the directors that no person in default as
regards supplying such information is interested in any of the
shares the subject of the transfer.
 (iii)
    
    for the purposes of sub-paragraph (1)(b)(ii)
of this article, in the case of shares held by the member in
uncertificated form, the directors may, to enable the Company to deal
with the shares in accordance with the provisions of this article,
require the Operator of a relevant system to convert the shares into
certificated form.
 (2)
    
    Where the sanctions under paragraph (1) of this article apply in relation to
any shares, they shall cease to have effect at the end of the period of seven days (or
such shorter period as the directors may determine) following the earlier of:
 (a)
    
    receipt by the Company of the information required by the
notice mentioned in that paragraph; and(b)
    
    receipt by the Company of notice that the shares have been
transferred by means of an excepted transfer,
 and the directors may suspend or cancel any of the sanctions at any time in relation
to any shares.(3)
    
    Any new shares in the Company issued in right of default shares shall be
subject to the same sanctions as apply to the default shares, and the directors may
make any right to an allotment of the new shares subject to sanctions corresponding to
those which will apply to those shares on issue: provided that any sanctions applying
to, or to a right to, new shares by virtue of this paragraph shall cease to have effect
when the sanctions applying to the related default shares cease to have effect (and
shall be suspended or cancelled if and
 13




---



##### 



to the extent that the sanctions applying to the related default shares are
suspended or cancelled); and provided further that paragraph (1) of this article
shall apply to the exclusion of this paragraph if the Company gives a separate
notice under section 793 of the 2006 Act in relation to the new shares.(4)
    
    Where, on the basis of information obtained from a member in respect of any
share held by him, the Company gives a notice under section 793 of the 2006 Act to any
other person, it shall at the same time send a copy of the notice to the member, but
the accidental omission to do so, or the non-receipt by the member of the copy, shall
not invalidate or otherwise affect the application of paragraph (1) of this article.(5)
    
    For the purposes of this article:
 (a)
    
    a person, other than the member holding a share, shall be
treated as appearing to be interested in that share if the member has informed
the Company that the person is, or may be, so interested, or if the Company
(after taking account of any information obtained from the member or, pursuant
to a notice under section 793 of the 2006 Act, from anyone else) knows or has
reasonable cause to believe that the person is, or may be, so interested;(b)
    
    interested shall be construed as it is for the purpose of
section 793 of the 2006 Act;(c)
    
    reference to a person having failed to give the Company the
information required by a notice, or being in default as regards supplying such
information, includes (i) reference to his having failed or refused to give all
or any part of it and (ii) reference to his having given information which he
knows to be false in a material respect or having recklessly given information
which is false in a material respect;(d)
    
    an excepted transfer means, in relation to any shares held by
a member:
 (i)
    
    a transfer pursuant to acceptance of a takeover
bid (within the meaning in section 974 of the 2006 Act) in respect of
shares in the Company; or
 (ii)
    
    a transfer in consequence of a sale made
through a recognised investment exchange (as defined in the Financial
Services and Markets Act 2000) or any other stock exchange outside the
United Kingdom on which the Companys shares are normally traded; or
 (iii)
    
    a transfer which is shown to the satisfaction
of the directors to be made in consequence of a sale of the whole of
the beneficial interest in the shares to a person who is unconnected
with the member and with any other person appearing to be interested in
the shares.
 14




---



##### 



(6)
    
    Nothing in this article shall limit the powers of the Company under section 794
of the 2006 Act or any other powers of the Company whatsoever.
 RELEVANT INVESTORS
 44.
    
    The directors may at any time serve a notice upon any member, who has had shares transferred
to him pursuant to a share transfer, requiring him to furnish the directors with information
(in the case of (2) below, to the extent that such paragraph applies to any person other than
the member, so far as such information lies within the knowledge of or can be obtained by such
member), supported by a declaration and by such other evidence (if any) in support thereof as
the directors may require, for the purpose of determining:
 (1)
    
    whether such member is or is likely to be a party to an agreement or
arrangement (whether legally enforceable or not) whereby any of the shares held by him
are to be voted in accordance with some other persons instructions (whether given by
that other person directly or through any other person); or(2)
    
    whether such member and/or any other person who has an interest in any shares
held by such member is a Relevant Investor.
 If such information and evidence is not furnished within a reasonable period (not being less
than 14 days) from the date of service of such notice or the information and evidence
provided is, in the opinion of the directors, unsatisfactory for the purposes of so
determining, the directors may serve upon such member a further notice calling upon him,
within 14 days after the service of such further notice, to furnish the directors with such
information and evidence or further information or evidence as shall (in their opinion)
enable them so to determine.
 45.
    (1)
    
    If any person (to the knowledge of the directors) becomes or is
deemed in accordance with article 46 to be a Relevant Investor by
reason of the transfer of any shares to him, the directors may serve a
written notice (a Disposal Notice) on all those who (to the
knowledge of the directors) have an interest in, and, if different, on
the holder or holders of, the Specified Shares. The Disposal Notice
shall refer to the voting restrictions as set out in article 48 and
shall call for a Mandated Disposal to be made and shall state the
number of Excess Shares in respect of which the Mandated Disposal is
to be made and shall call for reasonable evidence that such Mandated
Disposal has been effected to be supplied to the Company within 21
days from the date of such notice or such other period as the
directors may consider reasonable and which they may extend. The
directors may withdraw a Disposal Notice (whether before or after the
expiration of the period referred to) if it appears to them that there
is no Relevant Investor in relation to such Excess Shares.(2)
    
    If a Disposal Notice served under this article is not complied with to the
satisfaction of the directors and has not been withdrawn, the holder or holders on whom
such notice shall have been served shall be deemed to have constituted the directors
their agents and the directors may, so far as they are able, make a Mandated Disposal
of the number of Excess Shares stated in the relevant Disposal Notice, at the best
price reasonably obtainable and shall give written notice of such disposal to those
persons on whom the Disposal Notice
 15




---



##### 



was served. Except as hereinafter provided, such a Mandated Disposal shall be
completed as soon as reasonably practicable after expiry of the Disposal Notice as
may in the opinion of the directors be consistent with obtaining the best price
reasonably obtainable and in any event within 30 days of expiry of such Disposal
Notice provided that a Mandated Disposal may be suspended during the period when
dealings by the directors in the shares are not permitted either by law or by
regulations of the competent authority (designated as such for the purposes of Part
VI of the Financial Services and Markets Act 2000) or the New York Stock Exchange,
but any Mandated Disposal suspended as aforesaid shall be completed within 30 days
after expiry of the period of such suspension and provided further that neither the
Company nor the directors shall be liable to any holder for failing to obtain the
best price so long as the directors act in good faith within the period specified
above. If on a Mandated Disposal being made by the directors, Excess Shares are held
by more than one holder (treating joint holders of any relevant shares as a single
holder) the directors shall cause the same proportion of each holding as is known to
them to be sold.(3)
    
    For the purpose of effecting any Mandated Disposal, the directors may authorise
in writing any officer or employee of the Company to execute, complete and deliver any
necessary transfer in the name and on behalf of any holder and may issue a new
certificate to the purchaser. The net proceeds of such disposal shall be received by
the Company, whose receipt shall be a good discharge for the purchase money, and shall
be paid (without any interest being payable thereon) to the former holder upon
surrender by him of the certificate in respect of the shares sold and formerly held by
him. After the name of the purchaser (or his nominee) has been entered in the register
of members, the validity of the proceedings shall not be questioned by any person.
 46.
    (1)
    
    The directors may assume without enquiry that a person is not a
Relevant Investor. The directors may determine that any person is a
Relevant Investor if there are reasonable grounds for believing that
that person is a Relevant Investor (notwithstanding that the Company
has not been supplied with a declaration or other evidence
establishing to its satisfaction that such person is or may become a
Relevant Investor) until such time as they are satisfied that such is
not the case.(2)
    
    If in accordance with this article the directors shall have assumed that any
person is not a Relevant Investor, the exercise by that person of any right attaching
to any share in which he is interested shall not be challenged or invalidated by any
subsequent determination by the directors that such person is a Relevant Investor.
 47.
    
    The directors shall not be obliged to serve any Disposal Notice under article 45(1) upon any
person if they do not know his identity or his address and the absence of service of such a
notice in such circumstances as aforesaid and any accidental error in giving, or failure to
give, any notice to any person upon whom notice is served under the foregoing articles shall
not prevent the implementation of or invalidate any procedure thereunder. Any notice to be
served under article 45(1) upon a person who is not a holder shall be deemed validly served if
sent through the post to that person at
 16




---



##### 



the address, if any, at which the directors believe him to be resident or carrying on
business. Any such notice shall be deemed served on the day following any day on which it
was put in the post and, in proving service, it shall be sufficient to prove that the notice
was properly addressed, stamped and put in the post. Any determination of the directors
under the provisions of articles 44 to 46 shall be final and conclusive, but without
prejudice to the power of the directors subsequently to vary or revoke such determination.48.
    
    The holder or holders of the Excess Shares who has pursuant to article 45(1) been served with
a Disposal Notice by the directors shall not, with effect from the expiration of such period
as the directors shall specify in such notice (not being longer than 30 days from the date of
service of the notice), be entitled to receive notice of, or to attend or vote at, any general
meeting of the Company or any meeting of the holders of shares of the relevant class in
respect of the shares referred to in that article as Excess Shares.49.
    
    Any member who has pursuant to article 44 been served with a further notice by the directors
requiring him to furnish the directors with information and evidence or further information or
evidence within 14 days after the service of such further notice shall not, with effect from
the expiration of such period and until information or evidence is furnished to the
satisfaction of the directors, be entitled to receive notice of, or to attend or vote at, any
general meeting of the Company or meeting of the holders of shares of any class other than in
respect of such of the shares held by such member as are shares in respect of which it shall
have been established to the satisfaction of the directors that they are not Excess Shares.
 50.
    (1)
    
    The provisions of Articles 45 to 49 shall not apply to the Company
during any Non-Licence Period.(2)
    
    A Non-Licence Period shall be any period during which none of the following
conditions are fulfilled:
 (a)
    
    the Company or any of its subsidiaries shall be or shall have
at any time during the three months previously been a Licence Holder;(b)
    
    Ofcom shall have notified the Company or any of its
subsidiaries of its intention to award or grant the Company or any of its
subsidiaries a Licence (and shall not have yet awarded or granted a licence or
given notice of withdrawal of such intention);(c)
    
    the Company or any of its subsidiaries shall have made (and not
withdrawn) an application to Ofcom for the award or grant or extension or
renewal of a Licence and Ofcom shall not have notified the Company or such
subsidiary that such application has been unsuccessful or rejected or refused;
and(d)
    
    the directors shall have passed a resolution that it is the
intention of the Company or any of its subsidiaries to apply to Ofcom for the
award or grant or extension or renewal of a Licence within one year of the date
of such resolution provided that if such resolution has been passed more than
six months prior to the relevant date the provisions of this paragraph (d)
shall not apply unless a further resolution has been
 17




---



##### 



passed in terms mutatis mutandis nor if such an application has been made
and has been unsuccessful or withdrawn or rejected or refused.
 (3)
    
    For the purposes of articles 44 to 49 the directors may, to enable the Company
to deal with shares in uncertificated form in accordance with the provisions of such
articles, require the Operator of a relevant system to convert the shares into
certificated form.
 UNTRACED MEMBERS
 51.
    (1)
    
    The Company shall be entitled to sell at the best price reasonably
obtainable any share held by a member, or any share to which a person
is entitled by transmission, if:
 (a)
    
    for a period of 12 years no cheque or warrant or other method
of payment for amounts payable in respect of the share sent and payable in a
manner authorised by these articles has been cashed or been successful and no
communication has been received by the Company from the member or person
concerned;(b)
    
    during that period at least three dividends in respect of the
share have become payable;(c)
    
    the Company has, after the expiration of that period, by
advertisement in a leading national daily newspaper published in the United
Kingdom and in a newspaper circulating in the area of the registered address or
last known address of the member or person concerned, given notice of its
intention to sell such share; and(d)
    
    the Company has not during the further period of three months
after the date of the advertisement and prior to the sale of the share received
any communication from the member or person concerned.
 (2)
    
    The Company shall also be entitled to sell at the best price reasonably
obtainable any additional share issued during the said period of twelve years in right
of any share to which paragraph (1) of this article applies (or in right of any share
so issued), if the criteria in sub-paragraphs (a), (c) and (d) of that paragraph are
satisfied in relation to the additional share (but as if the words for a period of 12
years were omitted from sub-paragraph (a) and the words , after the expiration of
that period, were omitted from sub-paragraph (c)).(3)
    
    To give effect to the sale of any share pursuant to this article the Company
may, in the case of a share in certificated form, appoint any person to execute an
instrument of transfer of the share, and the instrument shall be as effective as if it
had been executed by the registered holder of, or person entitled by transmission to,
the share; and in the case of a share in uncertificated form, the directors may, to
enable the Company to deal with the share in accordance with the provisions of this
article, require the Operator of a relevant system to convert the share into
certificated form and after such conversion may authorise any person to execute an
instrument of transfer and/or take such other steps (including the giving of directions
to or on behalf of the holder, who shall be bound by them) as it thinks fit to effect
the transfer. The
 18




---



##### 



purchaser shall not be bound to see to the application of the proceeds of sale, nor
shall his title to the share be affected by any irregularity in or invalidity of the
proceedings relating to the sale. The Company shall be indebted to the member or
other person entitled to the share for an amount equal to the net proceeds of the
sale, but no trust or duty to account shall arise and no interest shall be payable
in respect of the proceeds of sale, which may be employed in the business of the
Company or invested in such investments as the directors may think fit.
 STOCK
 52.
    
    The Company may by ordinary resolution convert any paid up shares into stock and re-convert
any stock into paid up shares of any denomination.53.
    
    A holder of stock may transfer it or any part of it in the same manner, and subject to the
same provisions of these articles as would have applied to the shares from which the stock
arose if they had not been converted, or as near thereto as circumstances admit, but the
directors may fix the minimum amount of stock transferable at an amount not exceeding the
nominal amount of any of the shares from which the stock arose.54.
    
    A holder of stock shall, according to the amount of the stock held by him, have the same
rights as if he held the shares from which the stock arose provided that no such right (except
participation in dividends and in the assets of the Company) shall be conferred by an amount
of stock which would not, if existing in shares, have conferred that right.55.
    
    All the provisions of these articles applicable to paid up shares shall apply to stock, and
the words share and member shall include stock and stockholder respectively.
 ALTERATION OF CAPITAL
 56.
    
    The Company may by ordinary resolution:
 (a)
    
    increase its share capital by new shares of such amount as the resolution
prescribes;(b)
    
    consolidate and divide all or any of its share capital into shares of larger
amount than its existing shares;(c)
    
    subject to the provisions of the Acts, sub-divide its shares, or any of them,
into shares of smaller amount than is fixed by the memorandum;(d)
    
    determine that, as between the shares resulting from such a sub-division, any
of them may have any preference or advantage as compared with the others; and(e)
    
    cancel shares which, at the date of the passing of the resolution, have not
been taken or agreed to be taken by any person, and diminish the amount of its share
capital by the amount of the shares so cancelled.
 57.
    
    Whenever as a result of a consolidation of shares any members would become entitled to
fractions of a share, the directors may on behalf of those members sell to any
 19




---



##### 



person (including, subject to the provisions of the Acts, the Company) the shares
representing the fractions for the best price reasonably obtainable and distribute the net
proceeds of sale in due proportion among those members and the directors may, in the case of
shares in certificated form, authorise some person to execute an instrument of transfer of
the shares to or in accordance with the directions of the purchaser; and, in the case of
shares in uncertificated form the directors may to enable the Company to deal with the share
in accordance with the provisions of this article require the Operator of a relevant system
to convert the share into certificated form and after such conversion may authorise any
person to execute an instrument of transfer and/or take such other steps (including the
giving of directions to or on behalf of the holder, who shall be bound by them) as they
think fit to effect the transfer. The transferee shall not be bound to see to the
application of the purchase money nor shall his title to the shares be affected by any
irregularity in or invalidity of the proceedings in reference to the sale.58.
    
    Subject to the provisions of the Acts, the Company may by special resolution reduce its share
capital, any capital redemption reserve and any share premium account or other undistributable
reserve, in any way.
 PURCHASE OF OWN SHARES
 59.
    
    Subject to the provisions of the Acts, the Company may purchase its own shares, including
redeemable shares at any price (whether at par or above or below par), and so that any shares
to be so purchased may be selected in any manner whatsoever.
 GENERAL MEETINGS
 60.
    
    All general meetings other than annual general meetings shall be called extraordinary general
meetings.61.
    
    The directors may call general meetings whenever and at such time and places as they shall
determine. If there are not sufficient directors to form a quorum in order to call a general
meeting, any director or, if there is no director within the United Kingdom, any member of the
Company may call a general meeting.62.
    
    For the purpose of controlling the level of attendance at any place specified for the holding
of a general meeting, the directors may from time to time make such arrangements whether
involving the issue of tickets (on a basis intended to afford to all members otherwise
entitled to attend such meeting an equal opportunity of being admitted to the meeting) or the
imposition of some random means of selection or otherwise as they shall in their absolute
discretion consider to be appropriate, and may from time to time vary any such arrangements or
make new arrangements in place thereof and the entitlement of any member or proxy to attend a
general meeting at such place shall be subject to any such arrangements as may be for the time
being in force and by the notice of meeting stated to apply to that meeting. In the case of
any general meeting to which such arrangements apply the directors shall, and in the case of
any other general meeting the directors may, when specifying the place of the general meeting,
direct that the meeting shall be held at a place specified in the notice at which the chairman
of the meeting shall preside (the Principal Place) and make arrangements for simultaneous
attendance and participation at other places by members otherwise entitled to attend the
general meeting but excluded therefrom under the provisions of this article or who wish to
attend at any of such other places
 20




---



##### 



Provided that persons attending at the Principal Place and at any of such other places shall
be able to see and hear and be seen and heard by persons attending at the Principal Place
and at such other places. Such arrangements for simultaneous attendance may include
arrangements for controlling the level of attendance in any manner aforesaid at such other
places provided that they shall operate so that any such excluded members as aforesaid are
able to attend at one of such other places. For the purposes of all other provisions of
these articles any such meeting shall be treated as being held and taking place at the
Principal Place.
 NOTICE OF GENERAL MEETINGS
 63.
    
    Subject to the provisions of the Acts, an annual general meeting and all other general
meetings of the Company shall be called by at least such minimum period of notice as is
prescribed under the Acts. The notice shall specify the place, the date and the time of
meeting and the general nature of the business to be transacted, and in the case of an annual
general meeting shall specify the meeting as such. Where the Company has given an electronic
address in any notice of meeting, any document or information relating to proceedings at the
meeting may be sent by electronic means to that address, subject to any conditions or
limitations specified in the relevant notice of meeting. Subject to the provisions of these
articles and to any rights or restrictions attached to any shares, notices shall be given to
all members, to all persons entitled to a share in consequence of the death or bankruptcy of a
member or operation of law and to the directors and auditors of the Company.64.
    
    The accidental omission to give notice of a meeting to, or the failure to give notice due to
circumstances beyond the Companys control to, or the non-receipt of notice of a meeting by,
any person entitled to receive notice shall not invalidate the proceedings at that meeting.
 PROCEEDINGS AT GENERAL MEETINGS
 65.
    
    No business shall be transacted at any meeting unless a quorum is present. Two persons
entitled to vote upon the business to be transacted, each being a member or a proxy for a
member or a duly authorised representative of a corporation which is a member (including for
this purpose proxies or corporate representatives who are appointed by the same member), shall
be a quorum.66.
    
    If a quorum is not present within half an hour after the time appointed for holding the
meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand
adjourned to the same day in the next week at the same time and place, or to such date, time
and place as the directors may determine. If at the adjourned meeting a quorum is not present
within fifteen minutes after the time appointed for holding the meeting, the meeting shall be
dissolved.67.
    
    The chairman (if any) of the board of directors, or in his absence the vice-chairman, or in
the absence of both of them some other director nominated prior to the meeting by the
directors, shall preside as chairman of the meeting, but if neither the chairman nor the
vice-chairman nor such other director (if any) is present within fifteen minutes after the
time appointed for holding the meeting and willing to act, the directors present shall elect
one of their number present and willing to act to be chairman, and if there is only one
director present, he shall be chairman.
 21




---



##### 



68.
    
    If no director is present within fifteen minutes after the time appointed for holding the
meeting, the members present and entitled to vote shall choose one of their number to be
chairman.69.
    
    The directors or the chairman of the meeting may direct that any person wishing to attend any
general meeting should submit to such searches or other security arrangements (including
without limitation, requiring evidence of identity to be produced before entering the meeting
and placing restrictions on the items of personal property which may be taken into the
meeting) as they or he consider appropriate in the circumstances. The directors or the
chairman of the meeting may in their or his absolute discretion refuse entry to, or eject
from, any general meeting any person who refuses to submit to a search or otherwise comply
with such security arrangements.70.
    
    The directors or the chairman of the meeting may take such action, give such direction or put
in place such arrangements as they or he consider appropriate to secure the safety of the
people attending the meeting and to promote the orderly conduct of the business of the
meeting. Any decision of the chairman of the meeting on matters of procedure or matters
arising incidentally from the business of the meeting, and any determination by the chairman
of the meeting as to whether a matter is of such a nature, shall be final.71.
    
    Directors may attend and speak at general meetings and at any separate meeting of the holders
of any class of shares, whether or not they are members. The chairman of the meeting may
permit other persons who are not members of the Company or otherwise entitled to exercise the
rights of members in relation to general meetings to attend and, at the chairmans discretion,
speak at a general meeting or at any separate class meeting.72.
    
    In the case of any general meeting, the directors may, notwithstanding the specification in
the notice convening the general meeting of the place at which the chairman of the meeting
shall preside (the Principal Place), make arrangements for simultaneous attendance and
participation (including by way of video link) at satellite meeting places. The arrangements
for simultaneous attendance and participation may include arrangements for controlling or
regulating the level of attendance at any particular venue (including without limitation the
issue of tickets or the use of a random method of selection) provided that such arrangements
shall operate so that all members and proxies wishing to attend the meeting are able to attend
at one or other of the venues.73.
    
    The members or proxies at the satellite meeting places shall be counted in the quorum for,
and be entitled to vote at, the general meeting in question, and that meeting shall be duly
constituted and its proceedings valid if the chairman of the meeting is satisfied that
adequate facilities are available throughout the meeting to ensure that the members or proxies
attending at the satellite meeting places are able to:-
 (a)
    
    participate in the business for which the meeting has been convened;(b)
    
    see and hear all persons who speak (whether through the use of
microphones, loud speakers, audiovisual communication equipment or otherwise) in
the Principal Place and any other satellite meeting place; and
 22




---



##### 



(c)
    
    be heard and seen by all other persons attending at the Principal Place
and any other satellite meeting place.
 For the purposes of all other provisions of these articles (unless the context requires
otherwise), the members shall be treated as meeting at the Principal Place.If it appears to the chairman of the meeting that the facilities at the Principal Place
or any satellite meeting place have become inadequate for the purposes set out in
sub-paragraphs (a)  (c) above, the chairman may, without the consent of the meeting,
interrupt or adjourn the general meeting. All business conducted at the general meeting
up to the point of the adjournment shall be valid. The provisions of article 74(2)
shall apply to that adjournment.
 74.
    (1)
    
    Without prejudice to any other power of adjournment he may have under these articles or
at common law:-
 (a)
    
    the chairman may, with the consent of a meeting at which a
quorum is present (and shall if so directed by the meeting), adjourn the
meeting from time to time and from place to place; and(b)
    
    the chairman of the meeting may, without the consent of the
meeting, adjourn the meeting before or after it has commenced, to another date,
time or place which the chairman may decide, if the chairman considers that:-
 (i)
    
    there is not enough room for the number of
members and proxies who wish to attend the meeting;(ii)
    
    the behaviour of anyone present prevents, or is
likely to prevent, the orderly conduct of the business of the meeting;(iii)
    
    an adjournment is necessary to protect the
safety of any person attending the meeting; or(iv)
    
    an adjournment is otherwise necessary in order
for the business of the meeting to be properly carried out.
 (2)
    
    When a meeting is adjourned for fourteen days or more, at least seven clear
days notice shall be given specifying the time and place of the adjourned meeting and
the general nature of the business to be transacted. Otherwise it shall not be
necessary to give notice of an adjourned meeting. No business shall be transacted at
an adjourned meeting other than business which might properly have been transacted at
the meeting had the adjournment not taken place.
 AMENDMENTS TO RESOLUTIONS
 75.
    (1)
    
    A special resolution may be amended by ordinary resolution if: -
 (a)
    
    the chairman of the meeting proposes the amendment at the
general meeting at which the resolution is to be proposed; and
 23




---



##### 



(b)
    
    the amendment does not go beyond what is necessary to correct a
clear error in the resolution.
 (2)
    
    An ordinary resolution may be amended if: -
 (a)
    
    written notice of the terms of the proposed amendment and of
the intention to move the amendment have been delivered to the Company at the
Office at least 48 hours before the time for holding the meeting or the
adjourned meeting at which the ordinary resolution in question is proposed and
the proposed amendment does not, in the reasonable opinion of the chairman,
materially alter the substance of the resolution; or(b)
    
    the chairman of the meeting, in his absolute discretion,
decides that the proposed amendment may be considered or voted on.
 76.
    
    With the consent of the chairman, an amendment may be withdrawn by its proposer before it is
voted on. If an amendment proposed to any resolution under consideration is ruled out of
order by the chairman, the proceedings on the resolution shall not be invalidated by any error
in the ruling.
 POLLS
 77.
    
    A poll on a resolution may be demanded at a general meeting either before a show of hands on
that resolution or immediately after the result of a show of hands on that resolution is
declared. A poll on a resolution may be demanded by:-
 (a)
    
    the chairman; or(b)
    
    the directors; or(c)
    
    not less than five members having the right to vote at the
meeting; or(d)
    
    a member or members representing not less than one-tenth of the
total voting rights of all the members having the right to vote at the meeting
(excluding any voting rights attached to any shares in the Company held as
treasury shares); or(e)
    
    a member or members holding shares conferring a right to vote
at the meeting on the resolution on which an aggregate sum has been paid up
equal to not less than one-tenth of the total sum paid up on all the shares
conferring that right (excluding any shares in the Company conferring a right
to vote at the meeting which are held as treasury shares).
 78.
    
    Unless a poll is duly demanded and the demand is not subsequently withdrawn, a declaration by
the chairman that a resolution has been carried or carried unanimously, or by a particular
majority, or lost, or not carried by a particular majority, and an entry in respect of such
declaration in the minutes of the meeting, shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or against the
resolution.
 79.
    
    The demand for a poll may, before the poll is taken, be withdrawn but only with the consent
of the chairman, and a demand so withdrawn shall not be taken to have
 24




---



##### 



invalidated the result of a show of hands declared before the demand was made. If the demand
for a poll is withdrawn, the chairman or any other member entitled may demand a poll.
 PROCEDURE ON A POLL
 80.
    
    Polls at general meetings shall, subject to articles 81 and 82 below, be taken as and when
the chairman directs. The chairman may appoint scrutineers (who need not be members) and
decide how and when the result of the poll is to be declared. The result of a poll shall be
the decision of the meeting in respect of the resolution on which the poll was demanded.
 81.
    
    A poll on:-
 (a)
    
    the election of the chairman of the meeting; or(b)
    
    a question of adjournment,
 must be taken immediately.Other polls must be taken either immediately or within 30 days of their being demanded. A
demand for a poll does not prevent a general meeting from continuing, except as regards the
question on which the poll was demanded. If a poll is demanded before the declaration of
the result of a show of hands and the demand is duly withdrawn, the meeting shall continue
as if the demand had not been made.82.
    
    No notice need be given of a poll not taken immediately if the time and place at which it is
to be taken are announced at the 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.83.
    
    In the case of an equality of votes, whether a show of hands or on a poll, the chairman shall
be entitled to a casting vote in addition to any other vote he may have.
 VOTES OF MEMBERS
 84.
    
    Subject to any rights or restrictions attached to any shares:-
 (a)
    
    on a show of hands every member who is present in person has one vote, and
every proxy present who has been duly appointed by a member entitled to vote has one
vote; and(b)
    
    on a poll every member (whether present in person or by proxy) has one vote for
every share of which he is the holder. A member entitled to more than one vote need
not, if he votes, use all his votes or cast all the votes he uses the same way.
 85.
    
    In the case of joint holders the vote of the senior who tenders a vote shall be accepted to
the exclusion of the votes of the other joint holders, and seniority shall be determined by
the order in which the names of the holders stand in the register of members.
 86.
    
    A member in respect of whom an order has been made by any court having jurisdiction (whether
in the United Kingdom or elsewhere) in matters concerning
 25




---



##### 



mental disorder may vote, on a show of hands or on a poll, by any person authorised in that
behalf by that court. Evidence to the satisfaction of the directors of the authority of the
person claiming the right to vote shall be delivered to the Office, or such other place as
is specified in accordance with these articles for the delivery or receipt of appointments
of proxy, not less than 48 hours before the time appointed for holding the meeting or
adjourned meeting at which the right to vote is to be exercised, and in default the right to
vote shall not be exercisable.87.
    
    No member shall have the right to vote at any general meeting or at any separate meeting of
the holders of any class of shares, either in person or by representative or proxy, in respect
of any share held by him unless all amounts presently payable by him in respect of that share
have been paid.88.
    
    No objection may be raised to the qualification of any person voting at a general meeting or
to the counting of, or failure to count, any vote, except at the meeting or adjourned meeting
at which the vote objected to is tendered. Subject to any objection made in due time, every
vote counted and not disallowed at the meeting shall be valid and every vote disallowed or not
counted shall be invalid. Any objection made in due time shall be referred to the chairman
whose decision shall be final and conclusive.
 PROXIES AND CORPORATE REPRESENTATIVES
 89.
    
    A member is entitled to appoint another person as his proxy to exercise all or any of his
rights to attend and to speak and vote at a meeting of the Company. The appointment of a
proxy shall be deemed also to confer authority (in accordance with section 329 of the 2006
Act) to demand or join in demanding a poll. Delivery of an appointment of proxy shall not
preclude a member from attending and voting at the meeting or at any adjournment of it. A
proxy need not be a member. A member may appoint more than one person as proxy in relation to
a meeting provided that each proxy is appointed to exercise the rights attached to a different
share or shares held by him. References in these articles to an appointment of proxy include
references to an appointment of multiple proxies.90.
    
    Where two or more valid appointments of proxy are received in respect of the same share in
relation to the same meeting, the one which is last sent shall, unless otherwise specified in
the notice convening the meeting, be treated as replacing and revoking the other or others.
If the Company is unable to determine which is last sent, the one which is last received shall
be so treated. If the Company is unable to determine either which is last sent or which is
last received, none of such appointments shall be treated as valid in respect of that share.91.
    
    Subject to article 92 below, an appointment of a proxy shall be in writing in any usual form
or in any other form which the directors may approve and shall be executed by or on behalf of
the appointor which in the case of a corporation may be either under its common seal or under
the hand of a duly authorised officer.92.
    
    The directors may allow an appointment of proxy to be sent or supplied in electronic form
subject to any conditions or limitations as the directors may specify, and where the Company
has given an electronic address in any instrument of proxy or invitation to appoint a proxy,
any document or information relating to proxies for the meeting (including any document
necessary to show the validity of, or otherwise relating to, an appointment of proxy, or
notice of the termination of the authority of a proxy) may be
 26




---



##### 



sent by electronic means to that address, subject to any conditions or limitations specified
in the relevant notice of meeting.93.
    
    An appointment of proxy together with any authority under which it is executed or a copy of
the authority certified notarially or in some other way approved by the directors may:-
 (a)
    
    in the case of an appointment of proxy in hard copy form be received at the
Office or such other place in the United Kingdom as is specified in the notice
convening the meeting, or in any appointment of proxy or any invitation to appoint a
proxy sent out or made available by the Company in relation to the meeting, not less
than 48 hours before the time for holding the meeting or adjourned meeting at which the
person named in the appointment of proxy proposes to vote; or(b)
    
    in the case of an appointment of proxy in electronic form, be received at the
electronic address specified in the notice convening the meeting, or in any appointment
of proxy or any invitation to appoint a proxy sent out or made available by the Company
in relation to the meeting, not less than 48 hours before the time for holding the
meeting or adjourned meeting at which the person named in the appointment of proxy
proposes to vote; or(c)
    
    in the case of a poll taken subsequently to the date of the meeting or
adjourned meeting, be received as aforesaid not less than 24 hours (or such shorter
time as the directors may determine) before the time appointed for the taking of the
poll.
 An appointment of proxy which is not, or in respect of which the authority or copy thereof
is not, received or delivered in a manner so permitted shall be invalid.94.
    
    A vote given or poll demanded by proxy or by the duly authorised representative of a
corporation shall be valid notwithstanding the previous determination of the authority of the
person voting or demanding a poll, unless notice of the determination was delivered to the
Company at the Office, or at such other place or address at which an appointment of proxy may
be duly received or delivered, not later than the last time at which an appointment of proxy
should have been received in order for it to be valid for use at the meeting at which the vote
was given or the poll demanded or for use on the holding of the poll at which the vote was
given.95.
    
    The directors may at the expense of the Company send or make available appointments of proxy
or invitations to appoint a proxy to the members by post or by electronic means or otherwise
(with or without provision for their return prepaid) for use at any general meeting or at any
separate meeting of the holders of any class of shares, either in blank or nominating in the
alternative any one or more of the directors or any other person. If for the purpose of any
meeting appointments of proxy or invitations to appoint as proxy a person or one of a number
of persons specified in the invitations are issued at the Companys expense, they shall be
issued to all (and not to some only) of the members entitled to be sent a notice of the
meeting and to vote at it. The accidental omission or the failure due to circumstances beyond
the Companys control, to send or make available such an appointment of proxy or give such an
invitation to, or the non-receipt thereof by, any member entitled to attend and vote, at a
meeting shall not invalidate the proceedings at that meeting.
 27




---



##### 



96.
    
    Subject to the provisions of the Acts, any corporation (other than the Company itself) which
is a member of the Company may, by resolution of its directors or other governing body,
authorise a person or persons to act as its representative or representatives at any meeting
of the Company, or at any separate meeting of the holders of any class of shares, and the
corporation shall for the purposes of these articles be deemed to be present in person at any
such meeting if a person or persons so authorised is present at it.
 DIRECTORS
 97.
    
    Unless otherwise determined by the Company by ordinary resolution the number of directors
(other than alternate directors) shall not be subject to any maximum but shall not be less
than three.98.
    
    A director shall not be required to hold any shares in the Company by way of qualification.
 100.
    (1)
    
    Until otherwise determined by the Company by ordinary
resolution, there shall be paid to the directors (other than
alternate directors and directors employed by the Company in an
executive capacity) such fees for their services in the office of
director as the directors may from time to time determine (not
exceeding in the aggregate an annual sum of
£750,000* or such larger amount as the Company may
by ordinary resolution decide) divided between the directors as they
agree, or, failing agreement, equally except that any director who
shall hold office for part only of the period in respect of which
such fees are payable shall be entitled only to rank in such
division for a proportion of such fees related to the period during
which he has held office. The fees shall be deemed to accrue from
day to day and shall be distinct from and additional to any
remuneration or other benefits which may be paid or provided to any
director pursuant to any other provision of these articles.
 (2)
    
    The directors may also be paid all travelling, hotel and other expenses
properly incurred by them in connection with their attendance at meetings of the
directors or of committees of the directors or general meetings or separate meetings
of the holders of any class of shares or otherwise in connection with the discharge of
their duties as directors.(3)
    
    Any director who holds any executive office or who serves on any committee of
the directors or who performs services which the directors consider go beyond the
ordinary duties of a director may be paid such special remuneration (whether by way of
bonus, commission, participation in profits or otherwise) as the directors may
determine.
 ALTERNATE DIRECTORS
 101.
    
    Any director (other than an alternate director) may appoint any other director, or any other
person approved by resolution of the directors and willing to act, to be an alternate director
and may remove from office an alternate director appointed by him. Subject to the foregoing,
a director may appoint more than one alternate and a person may act as alternate for more than
one director.
 
 *
    
    By ordinary resolution passed on 26 September 2008 the
limit was increased to £1,500,000. 28




---



##### 



102.
    
    An alternate director shall be entitled to receive notices of meetings of the directors and
of committees of the directors of which his appointor is a member, to attend and vote at any
such meeting at which the director appointing him is not present but at which meeting such
director would be entitled to vote, and generally to perform all the functions of his
appointor as a director in his absence, but shall not (unless the Company by ordinary
resolution otherwise determines) be entitled to any fees for his services as an alternate
director.103.
    
    An alternate director shall cease to be an alternate director if his appointor ceases to be a
director; but, if a director retires by rotation or otherwise but is reappointed or deemed to
have been re-appointed at the meeting at which he retires, any appointment of an alternate
director made by him which was in force immediately prior to his retirement shall continue
after his reappointment.104.
    
    An appointment or removal of an alternate director shall be by notice to the Company executed
by the director making or revoking the appointment or in any other manner approved by the
directors.105.
    
    Save as otherwise provided in these articles, an alternate director shall be deemed for all
purposes to be a director and shall alone be responsible for his own acts and defaults, and he
shall not be deemed to be the agent of the director appointing him.
 POWERS OF DIRECTORS
 106.
    
    The business of the Company shall be managed by the directors who, subject to the provisions
of the Acts, the memorandum and these articles and to any directions given by special
resolution, may exercise all the powers of the Company. No alteration of the memorandum or
these articles and no such direction shall invalidate any prior act of the directors which
would have been valid if that alteration had not been made or that direction had not been
given. The powers given by this article shall not be limited by any special power given to
the directors by these articles and a meeting of the directors at which a quorum is present
may exercise all powers exercisable by the directors.
 107.
    (1)
    
    The directors shall restrict the borrowings of the Company and exercise all powers of
control exercisable by the Company in relation to its subsidiary undertakings so as to secure
(as regards subsidiary undertakings so far as by such exercise they can secure) that the
aggregate principal amount (including any premium payable on final repayment) outstanding of
all money borrowed by the Group (excluding amounts borrowed by any member of the Group from
any other member of the Group, other than amounts to be taken into account under paragraph
(3)(c) and (d) of this article) shall not at any time, save with the previous sanction of an
ordinary resolution of the Company, exceed an amount equal to the higher of, from time to time
(i) £1,500,000,000 and (ii) an amount equal to four times the aggregate turnover of the Group
as shown in the then latest audited consolidated profit and loss account of the Group.(2)
    
    In this article:
 (a)
    
    the Group means the Company and its subsidiary undertakings
(if any); and
 29




---



##### 



(b)
    
    subsidiary undertaking has the same meaning as in the Acts.
 (3)
    
    For the purposes of this article, but without prejudice to the generality of
the terms borrowing and borrowed
 (a)
    
    amounts borrowed for the purpose of repaying the whole or any
part of any amounts previously borrowed and then outstanding (including any
premium payable on final repayment) and to be applied for that purpose within
six months of the borrowing shall not, pending such application, be taken into
account as money borrowed;(b)
    
    the principal amount (including any premium payable on final
repayment) of any debentures issued in whole or in part for a consideration
other than cash shall be taken into account as money borrowed by the member of
the Group issuing them;(c)
    
    money borrowed by a partly-owned subsidiary undertaking and not
owing to another member of the Group shall (notwithstanding sub-paragraph (b)
of this paragraph) be taken into account subject to the exclusion of a
proportion of it equal to the minority proportion, and money borrowed and owing
to a partly-owned subsidiary undertaking by another member of the Group shall
(subject to sub-paragraph (d) of this paragraph) be taken into account to the
extent of a proportion of it equal to the minority proportion (and for the
purpose of this sub-paragraph minority proportion means the proportion of the
issued equity share capital of the partly-owned subsidiary undertaking which is
not attributable, directly or indirectly, to the Company); and(d)
    
    in the case of money borrowed and owing to a partly-owned
subsidiary undertaking by another partly-owned subsidiary undertaking the
proportion which would otherwise be taken into account under sub-paragraph (c)
of this paragraph shall be reduced by excluding such part of it as is equal to
the proportion of the issued equity share capital of the borrowing subsidiary
undertaking which is not attributable, directly or indirectly, to the Company.
 (4)
    
    In calculating the aggregate amount of borrowings for the purpose of this
article, money borrowed by any member of the Group which is denominated or repayable in
a currency other than sterling shall be treated as converted into sterling:
 (a)
    
    at the rate of exchange used for the conversion of that
currency in the latest audited balance sheet of that member; or(b)
    
    if no rate was so used, at the middle market rate of exchange
prevailing in London at the close of business on the date of that balance
sheet,
 but if the amount in sterling resulting from conversion at that rate would be
greater than that resulting from conversion at the middle market rate prevailing in
London at the close of business on the business day immediately preceding the day on
which the calculation falls to be made, the latter rate shall apply instead.
 30




---



##### 



(5)
    
    No debt incurred or security given in respect of money borrowed or to be taken
into account as money borrowed in excess of the above limit shall be invalid or
ineffectual except in the case of express notice to the lender or the recipient of the
security at the time when the debt was incurred or security given that the limit hereby
imposed had been or was thereby exceeded, but no lender or other person dealing with
the Company shall be concerned to see or enquire whether such limit is observed.(6)
    
    In this article references to a consolidated profit and loss account of the
Group is to be taken:
 (a)
    
    in a case where the Company had no subsidiary undertakings at
the relevant time, as references to the profit and loss account of the Company;(b)
    
    in a case where the Company had subsidiary undertakings at the
relevant time but there are no consolidated accounts of the Group, as
references to the respective profit and loss accounts of the companies
comprising the Group; and(c)
    
    in a case where the Company had subsidiary undertakings at the
relevant time, one or more of which has, in accordance with the Acts, been
excluded from consolidation as references to the consolidated profit and loss
account of the Company and those of its subsidiary undertakings included in the
consolidation.
 DELEGATION OF DIRECTORS POWERS
 108.
    (1)
    
    The directors may delegate any of their powers:
 (a)
    
    to any managing director, any director holding any other
executive office or any other director;(b)
    
    to any committee consisting of one or more directors and (if
thought fit) one or more other persons, but (subject as aforesaid) a majority
of the members of the committee shall be directors and no resolution of the
committee shall be effective unless a majority of those present when it is
passed are directors; and(c)
    
    to any local board or agency for managing any of the affairs of
the Company either in the United Kingdom or elsewhere.
 (2)
    
    Any such delegation (which may include authority to sub-delegate all or any of
the powers delegated) may be subject to any conditions the directors impose and either
collaterally with or to the exclusion of their own powers and may be revoked or varied.
The power to delegate under this article, being without limitation, includes power to
delegate the determination of any fee, remuneration or other benefit which may be paid
or provided to any director; and the scope of the power to delegate under sub-paragraph
(a), (b) or (c) of paragraph (1) of this article shall not be restricted by reference
to or inference from any other of those sub-paragraphs. Subject as aforesaid, the
proceedings of any committee, local board or agency with two or more members shall be
governed by such of these articles as regulate the proceedings of directors so
 31




---



##### 



far as they are capable of applying but so that the quorum at a meeting of any
committee, local board or agency shall be two.
 109.
    
    The directors may, by power of attorney or otherwise, appoint any person, whether nominated
directly or indirectly by the directors, to be the agent of the Company for such purposes and
subject to such conditions as they think fit, and may delegate any of their powers to such an
agent. The directors may revoke or vary any such appointment or delegation and may also
authorise the agent to sub-delegate all or any of the powers vested in him.
 APPOINTMENT AND RETIREMENT OF DIRECTORS
 110.
    (1)
    
    At the annual general meeting in every year there shall retire from office by rotation:
 (a)
    
    all directors who held office and were subject to retirement by
rotation at the time of the two preceding annual general meetings and who did
not retire by rotation at either of them; and(b)
    
    such additional number of directors as shall, when aggregated
with the number of directors retiring under paragraph (a) above, equal the
Relevant Proportion, provided that:
 (i)
    
    the provisions of this paragraph (b) shall only
apply if the number of directors retiring under paragraph (a) above is
less than the Relevant Proportion; and(ii)
    
    subject to the provisions of the Acts and to
the following provisions of these articles, the directors to retire
under this paragraph (b) shall be those who have been longest in office
since their last appointment or reappointment, but as between persons
who became or were last reappointed directors on the same day those to
retire shall (unless they otherwise agree among themselves) be
determined by lot.
 (2)
    
    In this article 110 Relevant Proportion shall mean:
 (a)
    
    one-third of the number of directors, in circumstances where
the number of directors is three or a multiple of three; or(b)
    
    in all other circumstances, the whole number which is nearest
to but does not exceed one-third of the number of directors.
 111.
    
    Subject to the provisions of the Acts and subject to the following provisions of these
articles, the directors to retire by rotation shall include (so far as is necessary to obtain
the number required) any director who wishes to retire and not to offer himself for
re-election and otherwise shall be those who, at the date of the notice of meeting, have been
longest in office since their last appointment or reappointment, but as between persons who
became or were last reappointed directors on the same day those to retire shall (unless they
otherwise agree among themselves) be determined by lot.112.
    
    If the Company, at the meeting at which a director retires by rotation, does not fill the
vacancy the retiring director shall, if willing to act, be deemed to have been
 32




---



##### 



reappointed unless at the meeting it is resolved not to fill the vacancy or a resolution for
the reappointment of the director is put to the meeting and lost.113.
    
    No person other than a director retiring at the meeting shall be appointed or reappointed a
director at any general meeting unless:
 (a)
    
    he is recommended by the directors; or(b)
    
    not less than seven nor more than forty-two days before the date appointed for
holding the meeting, notice executed by a member qualified to vote on the appointment
or reappointment has been given to the Company of the intention to propose that person
for appointment or reappointment, stating the particulars which would, if he were
appointed or reappointed, be required to be included in the Companys register of
directors, together with notice executed by that person of his willingness to be
appointed or reappointed.
 114.
    
    At a general meeting a motion for the appointment of two or more persons as directors by a
single resolution shall not be made, unless a resolution that it shall be so made has been
first agreed to by the meeting without any vote being given against it, and for the purposes
of this article a motion for approving a persons appointment or for nominating a person for
appointment shall be treated as a motion for his appointment.115.
    
    Subject as aforesaid, the Company may by ordinary resolution appoint a person who is willing
to act to be a director, either to fill a vacancy or as an additional director, and may also
determine the rotation in which any additional directors are to retire.116.
    
    The directors may appoint a person who is willing to act to be a director, either to fill a
vacancy or as an additional director, provided that the appointment does not cause the number
of directors to exceed any number fixed as the maximum number of directors. A director so
appointed shall retire at the next following annual general meeting and shall not be taken
into account in determining the directors who are to retire by rotation at the meeting.117.
    
    Subject as aforesaid, a director who retires at an annual general meeting may be reappointed.
If he is not reappointed or deemed to have been reappointed, he shall retain office until the
meeting appoints someone in his place or, if it does not do so, until the end of the meeting.
 DISQUALIFICATION AND REMOVAL OF DIRECTORS
 118.
    
    Without prejudice to the provisions of the Acts, the Company may, by special resolution,
remove a director before the expiration of his period of office (but such removal shall be
without prejudice to any claim to damages for breach of any contract of service between the
director and the Company) and, subject to these articles, may, by ordinary resolution, appoint
another person instead of him. A person so appointed shall be subject to retirement at the
same time as if he had become a director on the day on which the director in whose place he is
appointed was last appointed or reappointed a director.119.
    
    The office of a director shall be vacated if:
 (a)
    
    he ceases to be a director by virtue of any provision of the Acts or he becomes
prohibited by law from being a director; or
 33




---



##### 



(b)
    
    he becomes bankrupt or makes any arrangement or composition with his creditors
generally; or(c)
    
    he is, or may be, suffering from mental disorder and either:
 (i)
    
    he is admitted to hospital in pursuance of an application for
admission for treatment under the Mental Health Act 1983 or, in Scotland, an
application for admission under the Mental Health (Scotland) Act 1984, or(ii)
    
    an order is made by a court having jurisdiction (whether in the
United Kingdom or elsewhere) in matters concerning mental disorder for his
detention or for the appointment of any person to exercise powers with respect
to his property or affairs; or
 (d)
    
    he resigns his office by notice in writing to the Company; or(e)
    
    in the case of a director who holds any executive office, his appointment as
such is terminated or expires; or(f)
    
    he is absent for more than six consecutive months without permission of the
directors from meetings of the directors held during that period and the directors
resolve that his office be vacated; or(g)
    
    he is requested in writing or using electronic communications by all the other
directors to resign.
 DIRECTORS APPOINTMENTS AND INTERESTS
 120.
    
    The directors may appoint one or more of their number to the office of chief executive or to
any other executive office under the Company and, subject to the provisions of the Acts, any
such appointment may be made for such term, at such remuneration and on such other conditions
as the directors think fit. A chief executive shall be subject to retirement by rotation.
 121.
    (1)
    
    Subject to the provisions of the Acts, and provided that he has disclosed to the
directors the nature and extent of any material interest of his, a director notwithstanding
his office:
 (a)
    
    may be a party to, or otherwise interested in, any transaction
or arrangement with the Company or in which the Company is otherwise
interested;(b)
    
    may (or any firm of which he is a member may) act in a
professional capacity for the Company or any other body in which the Company is
otherwise interested; and(c)
    
    may be a director or other officer of, or employed by, or a
party to any transaction or arrangement with, or otherwise interested in, any
body corporate in which the Company is otherwise interested,
 and (i) he shall not by reason of his office, be accountable to the Company for any
benefit which he derives from any such office or employment or from any such
transaction or arrangement or from any interest in any such body
 34




---



##### 



corporate; (ii) he shall not infringe his duty to avoid a situation in which he has,
or can have a direct or indirect interest that conflicts, or possibly may conflict,
with the interests of the Company as a result of any such office or employment or
any such transaction or arrangement or any interest in any such body corporate;
(iii) he shall not be required to disclose to the Company, or use in performing his
duties as a director of the Company, any confidential information relating to such
office, employment or interest if to make such a disclosure or use would result in a
breach of duty or obligation of confidence owed by him in relation to or in
connection with that office, employment or interest; (iv) he may absent himself from
discussions, whether in meetings of the directors or otherwise, and exclude himself
from information, which will or may relate to that office, employment, transaction,
arrangement or interest; and (v) no such transaction or arrangement shall be liable
to be avoided on the ground of any such interest or benefit.(2)
    
    For the purposes of this article:
 (a)
    
    a general notice given to the directors that a director is to
be regarded as having an interest of the nature and extent specified in the
notice in any transaction or arrangement in which a specified person or class
of persons is interested shall be deemed to be a disclosure that the director
has an interest in any such transaction of the nature and extent so specified;
and(b)
    
    an interest of which a director has no knowledge and of which
it is unreasonable to expect him to have knowledge shall not be treated as an
interest of his.
 122.
    (1)
    
    The directors may (subject to such terms and conditions, if any, as they may think fit to
impose from time to time, and subject always to their right to vary or terminate such
authorisation) authorise, to the fullest extent permitted by law:
 (a)
    
    any matter which would otherwise result in a director
infringing his duty to avoid a situation in which he has, or can have, a direct
or indirect interest that conflicts, or possibly may conflict, with the
interests of the Company and which may reasonably be regarded as likely to give
rise to a conflict of interest (including a conflict or interest and duty or
conflict of duties); and(b)
    
    a director to accept or continue in any office, employment or
position in addition to his office as a director of the Company and without
prejudice to the generality of paragraph (1)(a) of this article may authorise
the manner in which a conflict of interest arising out of such office,
employment or position may be dealt with, either before or at the time that
such a conflict of interest arises,
 provided that the authorisation is effective only if (i) any requirement as to the
quorum at the meeting at which the matter is considered is met without counting the
director in question or any other interested director; and (ii) the matter was
agreed to without their voting or would have been agreed to if their votes had not
been counted.
 35




---



##### 



(2)
    
    If a matter, or office, employment or position, has been authorised by the
directors in accordance with this article then (subject to such terms and conditions,
if any, as the directors may think fit to impose from time to time, and subject always
to their right to vary or terminate such authorisation or the permissions set out
below) -
 (a)
    
    the director shall not be required to disclose to the Company,
or use in performing his duties as a director of the Company, any confidential
information relating to such matter, or such office, employment or position if
to make such a disclosure or use would result in a breach of a duty or
obligation of confidence owed by him in relation to or in connection with that
matter, or that office, employment or position;(b)
    
    the director may absent himself from discussions, whether in
meetings of the directors or otherwise, and exclude himself from information,
which will or may relate to that matter, or that office, employment or
position; and(c)
    
    a director shall not, by reason of his office as a director of
the Company, be accountable to the Company for any benefit which he derives
from any such matter, or from any such office, employment or position.
 DIRECTORS GRATUITIES AND PENSIONS
 123.
    
    The directors may provide benefits, whether by the payment of gratuities or pensions or by
insurance or otherwise, for any director who has held but no longer holds any executive office
or employment with the Company or with any body corporate which is or has been a subsidiary of
the Company or a predecessor in business of the Company or of any such subsidiary, and for any
member of his family (including a spouse and a former spouse) or any person who is or was
dependent on him and may (as well before as after he ceases to hold such office or employment)
contribute to any fund and pay premiums for the purchase or provision of any such benefit.
 PROCEEDINGS OF DIRECTORS
 124.
    (1)
    
    Subject to the provisions of these articles, the directors may regulate their proceedings
as they think fit.(2)
    
    A director may, and the secretary at the request of a director shall, call a
meeting of the directors by notice. A notice of a meeting of the directors shall be
deemed to be properly given to a director if given to him personally or sent to him at
his last known address or any other address given by him to the Company for this
purpose.(3)
    
    Questions arising at a meeting shall be decided by a majority of votes. A
director who is also an alternate director shall be entitled in the absence of his
appointor to a separate vote on behalf of his appointor in addition to his own vote;
and an alternate director who is appointed by two or more directors shall be entitled
to a separate vote on behalf of each of his appointors in the appointors absence.
 125.
    
    No business shall be transacted at any meeting of the directors unless a quorum is present.
The quorum at a meeting of the board of directors shall be three. A director
 36




---



##### 



shall not be counted in the quorum present in relation to a matter or resolution on which he
is not entitled to vote but shall be counted in the quorum present in relation to all other
matters or resolutions considered or voted on at the meeting. An alternate director who is
not himself a director shall, if his appointor is not present but is entitled to be counted
in the quorum, be counted in the quorum.126.
    
    The continuing directors or a sole continuing director may act notwithstanding any vacancies
in their number, but, if the number of directors is less than the number fixed as the quorum,
the continuing directors or director may act only for the purpose of filling vacancies or of
calling a general meeting.127.
    
    The directors may at any time elect from their number, and remove, a chairman of the board of
directors. The chairman shall preside at all meetings of the directors, but if there is no
chairman, or if at the meeting the chairman is not present within five minutes after the time
appointed for the meeting, or if the chairman is not willing to act as chairman, the directors
present may choose one of their number to be chairman of the meeting.128.
    
    All acts done by a meeting of the directors, or of a committee of the directors, or by a
person acting as a director, shall notwithstanding that it may afterwards be discovered that
there was a defect in the appointment of any director or that any of them were disqualified
from holding office, or had vacated office, or were not entitled to vote, or that the meeting
was not quorate (provided that the directors present at the inquorate meeting believed, in
good faith, that the meeting was quorate and made all such enquiries as were reasonable in the
circumstances to establish that the meeting was quorate), be as valid as if every such person
had been duly appointed and was qualified and had continued to be a director and had been
entitled to vote and that the meeting was quorate.129.
    
    A resolution in writing executed by all the directors entitled to receive notice of a meeting
of the directors or of a committee of the directors shall be as valid and effectual as if it
had been passed at a meeting of the directors or (as the case may be) of that committee, duly
convened and held, and may consist of several documents in the like form each executed by one
or more directors, but a resolution executed by an alternate director need not also be
executed by his appointor and, if it is executed by a director who has appointed an alternate
director, it need not also be executed by the alternate director in that capacity.130.
    
    Without prejudice to the first sentence of article 124, a meeting of the directors or of a
committee of the directors may consist of a conference between directors who are not all in
one place, but each of whom is able (directly or by telephonic communication) to speak to each
of the others, and to be heard by each of the others simultaneously. A director taking part
in such a conference shall be deemed to be present in person at the meeting and shall be
entitled to vote and be counted in the quorum accordingly and the word meeting in these
articles shall be construed accordingly.
 131.
    (1)
    
    Subject to any other provision of these articles, a director shall not vote at a meeting
of the directors (or at a meeting of a committee consisting of one or more directors) on any
resolution concerning a material matter in which he has, directly or indirectly, a material
interest (other than an interest in shares, debentures or other securities of, or otherwise in
or through, the Company),
 37




---



##### 



unless his interest arises only because the case falls within one or more of the
following sub-paragraphs:
 (a)
    
    the resolution relates to the giving to him of a guarantee,
security, or indemnity in respect of money lent to, or an obligation incurred
by him at the request of, or for the benefit of, the Company or any of its
subsidiaries;(b)
    
    the resolution relates to the giving to a third party of a
guarantee, security, or indemnity in respect of a debt or obligation of the
Company or any of its subsidiaries for which the director has assumed
responsibility in whole or part and whether alone or jointly with others under
a guarantee or indemnity or by the giving of security;(c)
    
    his interest arises by virtue of his being, or intending to
become, a participant in the underwriting or sub-underwriting of an offer of
any shares in or debentures or other securities of the Company for
subscription, purchase or exchange;(d)
    
    the resolution relates to an arrangement for the benefit of the
employees and directors and/or former employees and directors of the Company or
any of its subsidiaries, and/or the members of their families (including a
spouse or civil partner and a former spouse and former civil partner) or any
person who is or was dependent on such persons, including but without being
limited to a retirement benefits scheme and an employees share scheme, which
does not accord to any director any privilege or advantage not generally
accorded to the employees and/or former employees to whom the arrangement
relates; and(e)
    
    the resolution relates to the purchase or maintenance for any
director or directors of insurance against any liability.
 (2)
    
    For the purposes of paragraph (1) of this article,
 (a)
    
    an interest of any person who is a connected person of a
director within the meaning of section 252 of the 2006 Act shall be taken to be
the interest of that director and, in relation to an alternate director, an
interest of his appointer shall be treated as an interest of the alternate
director without prejudice to any interest which the alternate director has
otherwise; and(b)
    
    without prejudice to the generality of article 131(1), a
director shall be considered to be interested in a matter if it relates to a
transaction or arrangement with a person or body corporate of or in which he is
an officer, employee, shareholder, consultant, adviser or representative or in
which he is otherwise interested.
 (3)
    
    Where proposals are under consideration concerning the appointment (including
the fixing or varying of terms of appointment) of two or more directors to offices or
employments with the Company or any body corporate in which the Company is interested,
the proposals may be divided and
 38




---



##### 



considered in relation to each director separately and (provided he is not for any
reason precluded from voting) each of the directors concerned shall be entitled to
vote and be counted in the quorum in respect of each resolution except that
concerning his own appointment.
 132.
    
    The Company may by ordinary resolution suspend or relax to any extent, either generally or in
respect of any particular matter, any provision of these articles prohibiting a director from
voting at a meeting of the directors or of a committee of the directors or ratify any
transaction not duly authorised by reason of contravention of any such provision.133.
    
    If a question arises at a meeting of the directors, or a meeting of a committee of the
directors, as to the right of a director to vote, including whether a director has a material
interest and/or whether a matter is material for the purposes of article 131, the question
may, before the conclusion of the meeting, be decided by a resolution of a majority of
directors present at the meeting (other than the director concerned and any other director
having a like interest as such director) and such resolution shall be final and conclusive.
 MINUTES
 134.
    
    The directors shall cause minutes to be made in books kept for the purpose:
 (a)
    
    of all appointments of officers made by the directors; and(b)
    
    of all proceedings at meetings of the Company, of the holders of any class of
shares in the Company, and of the directors, and of committees of the directors,
including the names of the directors present at each such meeting.
 Any such minutes, if purporting to be signed by the chairman of the meeting to which they
relate or of the meeting at which they are read, shall be sufficient evidence without any
further proof of the facts therein stated.
 SECRETARY
 135.
    
    Subject to the provisions of the Acts, the secretary shall be appointed by the directors for
such term, at such remuneration and on such other conditions as they think fit; and any
secretary so appointed may be removed by them.
 THE SEAL
 136.
    
    The seal shall be used only by the authority of a resolution of the directors or of a
committee of the directors. The directors may determine whether any instrument to which the
seal is affixed, shall be signed and, if it is to be signed, who shall sign it. Unless
otherwise determined by the directors:
 (a)
    
    share certificates and, subject to the provisions of any instrument
constituting the same, certificates issued under the seal in respect of any debentures
or other securities, need not be signed and any signature may be applied to any such
certificate by any mechanical or other means or may be printed on it; and(b)
    
    every other instrument to which the seal is affixed shall be signed by two
authorised persons or by a director in the presence of a witness who attests the
 39




---



##### 



signature and for this purpose an authorised person is any director or the secretary
of the Company.
 137.
    
    Subject to the provisions of the Acts, the Company may have an official seal for use in any
place.
 DIVIDENDS
 138.
    
    Subject to the provisions of the Acts, the Company may by ordinary resolution declare
dividends in accordance with the respective rights of the members, but no dividend shall
exceed the amount recommended by the directors.139.
    
    Subject to the provisions of the Acts, the directors may pay interim dividends of such
amounts and on such dates and in respect of such periods as they may think fit if it appears
to them that they are justified by the profits of the Company available for distribution. If
the share capital is divided into different classes, the directors may pay interim dividends
on shares which confer deferred or non-preferred rights with regard to dividend as well as on
shares which confer preferential rights with regard to dividend, but no interim dividend shall
be paid on shares carrying deferred or non-preferred rights if at the time of payment, any
preferential dividend is in arrear. The directors may also pay at intervals settled by them
any dividend payable at a fixed rate if it appears to them that the profits available for
distribution justify the payment. If the directors act in good faith they shall not incur any
liability to the holders of shares conferring preferred rights for any loss they may suffer by
the lawful payment of an interim dividend on any shares having deferred or non-preferred
rights.140.
    
    Subject to the provisions of the Acts and except as otherwise provided by these articles or
the rights attached to shares, all dividends shall be declared and paid according to the
amounts paid up on the shares on which the dividend is paid. If any share is issued on terms
that it ranks for dividend as from a particular date, it shall rank for dividend accordingly.
In any other case (and except as aforesaid), dividends shall be apportioned and paid
proportionately to the amounts paid up on the shares during any portion or portions of the
period in respect of which the dividend is paid. For the purpose of this article, an amount
paid up on a share in advance of a call shall be treated, in relation to any dividend declared
after the payment but before the call, as not paid up on the share.141.
    
    A general meeting declaring a dividend may, upon the recommendation of the directors, by
ordinary resolution direct that it shall be satisfied wholly or partly by the distribution of
assets and, where any difficulty arises in regard to the distribution, the directors may
settle the same as they think fit and in particular (but without limitation) may issue
fractional certificates (or ignore fractions) and fix the value for distribution of any
assets, and may determine that cash shall be paid to any member upon the footing of the value
so fixed in order to adjust the rights of members, and may vest any assets in trustees.
 142.
    (1)
    
    Any dividend or other money payable in respect of a share may be paid by cheque or
warrant sent by post to the registered address of the person entitled or, if two or more
persons are the holders of the share or are jointly entitled to it by reason of the death or
bankruptcy of the holder, to the registered address of that one of those persons who is first
named in the register of members or to such person and to such address as the person or
persons entitled may by
 40




---



##### 



notice direct. Every cheque or warrant shall be made payable to the order of or to
the person or persons entitled or to such other person as the person or persons
entitled may by notice direct and payment of the cheque or warrant shall be a good
discharge to the Company. Any such dividend or other money may also be paid by any
other method (including direct debit and bank transfer or, in respect of shares in
uncertificated form, where the Company is authorised to do so by or on behalf of the
holder or joint holders, in such manner as the Company may from time to time
consider sufficient, by means of a relevant system) which the directors consider
appropriate. Any joint holder or other person jointly entitled to a share as
aforesaid may give receipts for any dividend or other money payable in respect of
the share.(2)
    
    The Company may cease to send any cheque or warrant (or to use any other method
of payment) for any dividend payable in respect of a share if:
 (a)
    
    in respect of at least two consecutive dividends payable on
that share the cheque or warrant has been returned undelivered or remains
uncashed (or that other method of payment has failed); or(b)
    
    following one such occasion, reasonable enquiries have failed
to establish any new address of the holder,
 but, subject to the provisions of these articles, shall recommence sending cheques
or warrants (or using another method of payment) for dividends payable on that share
if the person or persons entitled so request.
 143.
    
    No dividend or other money payable in respect of a share shall bear interest against the
Company, unless otherwise provided by the rights attached to the share.144.
    
    Any dividend which has remained unclaimed for twelve years from the date when it became due
for payment shall, if the directors so resolve, be forfeited and cease to remain owing by the
Company.145.
    
    The directors may, with the authority of an ordinary resolution of the Company, offer any
holders of ordinary shares the right to elect to receive ordinary shares, credited as fully
paid, instead of cash in respect of the whole (or some part, to be determined by the
directors) of any dividend specified by the ordinary resolution. The following provisions
shall apply:
 (a)
    
    The said resolution may specify a particular dividend (whether or not
declared), or may specify all or any dividends declared or payable within a specified
period, but such period may not end later than the beginning of the fifth annual
general meeting next following the date of the meeting at which the ordinary resolution
is passed.(b)
    
    The entitlement of each holder of ordinary shares to new ordinary shares shall
be such that the relevant value of the entitlement shall be as nearly as possible equal
to (but not greater than) the cash amount (disregarding any tax credit) that such
holder would have received by way of dividend. For this purpose relevant value shall
be calculated by reference to the average of the middle market quotations for the
Companys ordinary shares on the London Stock Exchange as derived from the Daily
Official List, for the day on which the
 41




---



##### 



ordinary shares are first quoted ex the relevant dividend and the four subsequent
dealing days, or in such other manner as may be determined by or in accordance with
the ordinary resolution. A certificate or report by the auditors as to the amount
of the relevant value in respect of any dividend shall be conclusive evidence of
that amount.(c)
    
    No fraction of a share shall be allotted and the directors may deal with any
fractions which arise as they think fit.(d)
    
    The directors shall, after determining the basis of allotment, notify the
holders of ordinary shares in writing of the right of election offered to them, and
specify the procedure to be followed and place at which, and the latest time by which,
elections must be lodged in order to be effective.(e)
    
    The directors may exclude from any offer any holders of ordinary shares where
the directors believe that the making of the offer to them would or might involve the
contravention of the laws of any territory or that for any other reason the offer
should not be made to them.(f)
    
    The dividend (or that part of the dividend in respect of which a right of
election has been given) shall not be payable on ordinary shares in respect of which an
election has been duly made (the elected ordinary shares) and instead additional
ordinary shares shall be allotted to the holders of the elected ordinary shares on the
basis of allotment determined as aforesaid. For such purpose the directors shall
capitalise out of any amount for the time being standing to the credit of any reserve
or fund (including any share premium account or capital redemption reserve) or any of
the profits which could otherwise have been applied in paying dividends in cash, as the
directors may determine, a sum equal to the aggregate nominal amount of the additional
ordinary shares to be allotted on that basis and apply it in paying up in full the
appropriate number of unissued ordinary shares for allotment and distribution to the
holders of the elected ordinary shares on that basis.(g)
    
    The directors shall not proceed with any election unless the Company has
sufficient unissued shares authorised for issue and sufficient reserves or funds that
may be capitalised to give effect to it after the basis of allotment is determined.(h)
    
    The additional ordinary shares when allotted shall rank pari passu in all
respects with the fully paid ordinary shares then in issue except that they will not be
entitled to participation in the dividend in lieu of which they were allotted.(i)
    
    The directors may do all acts and things which they consider necessary or
expedient to give effect to any such capitalisation, and may authorise any person to
enter on behalf of all the members interested into an agreement with the Company
providing for such capitalisation and incidental matters and any agreement so made
shall be binding on all concerned.
 42




---



##### 



CAPITALISATION OF PROFITS
 146.
    (1)
    
    The directors may with the authority of an ordinary resolution of the Company:
 (a)
    
    subject as hereinafter provided, resolve to capitalise any
undivided profits of the Company not required for paying any preferential
dividend (whether or not they are available for distribution) or any sum
standing to the credit of any reserve or fund of the Company (including any
share premium account or capital redemption reserve);(b)
    
    appropriate the sum resolved to be capitalised to the members
in proportion to the nominal amounts of the shares (whether or not fully paid)
held by them respectively which would entitle them to participate in a
distribution of that sum if the shares were fully paid and the sum were then
distributable and were distributed by way of dividend and apply such sum on
their behalf either in or towards paying up the amounts, if any, for the time
being unpaid on any shares held by them respectively, or in paying up in full
unissued shares or debentures of the Company of a nominal amount equal to that
sum, and allot the shares or debentures credited as fully paid to those members
or as they may direct, in those proportions, or partly in one way and partly in
the other, but the share premium account, the capital redemption reserve, and
any profits which are not available for distribution may, for the purposes of
this article, only be applied in paying up unissued shares to be allotted to
members credited as fully paid;(c)
    
    resolve that any shares so allotted to any member in respect of
a holding by him of any partly paid shares shall so long as such shares remain
partly paid rank for dividend only to the extent that the latter shares rank
for dividend;(d)
    
    make such provision by the issue of fractional certificates (or
by ignoring fractions) or by payment in cash or otherwise as they determine in
the case of shares or debentures becoming distributable in fractions;(e)
    
    authorise any person to enter on behalf of all the members
concerned into an agreement with the Company providing for the allotment to
them respectively, credited as fully paid, of any further shares to which they
are entitled upon such capitalisation, any agreement made under such authority
being binding on all such members; and(f)
    
    generally do all acts and things required to give effect to
such resolution as aforesaid.
 (2)
    
    Where, pursuant to an employees share scheme (within the meaning of section
743 of the 1985 Act) the Company has granted options to subscribe for shares on terms
which provide (inter alia) for adjustments to the subscription price payable on the
exercise of such options or to the number of shares to be allotted upon such exercise
in the event of any increase or reduction in or other reorganisation of the Companys
issued share capital and an otherwise
 43




---



##### 



appropriate adjustment would result in the subscription price for any share being
less than its nominal value, then, subject to the provisions of the Acts, the
directors may, on the exercise of any of the options concerned and payment of the
subscription price which would have applied had such adjustment been made,
capitalise any such profits or other sum as is mentioned in paragraph (1)(a) above
to the extent necessary to pay up the unpaid balance of the nominal value of the
shares which fall to be allotted on the exercise of such options and apply such
amount in paying up such balance and allot shares fully paid accordingly. The
provisions of paragraph (1)(a) to (f) above shall apply mutatis mutandis to this
paragraph (but as if the authority of an ordinary resolution of the Company were not
required).
 RECORD DATES
 147.
    
    Notwithstanding any other provision of these articles, but without prejudice to the rights
attached to any shares, the Company or the directors may fix a date as the record date by
reference to which a dividend will be declared or paid or a distribution, allotment or issue
made, and that date may be before, on or after the date on which the dividend, distribution,
allotment or issue is declared, paid or made (as the case may be). Where such a record date
is fixed, references in these articles to a holder of shares or member to whom a dividend is
to be paid or a distribution, allotment or issue is to be made shall be construed accordingly.
 ACCOUNTS
 148.
    
    No member (other than a director) shall have any right of inspecting any accounting record or
other document of the Company, unless he is authorised to do so by statute, by order of the
court, by the directors or by ordinary resolution of the Company.
 NOTICES ETC.
 149.
    
    Any notice to be given to or by any person pursuant to these articles shall be in writing
other than a notice calling a meeting of the directors which need not be in writing.
 150.
    (1)
    
    Any notice, document or information may (without prejudice to articles 153 and 154) be
given, sent or supplied by the Company to any member either:-
 (a)
    
    personally; or(b)
    
    by sending it by post in a prepaid envelope addressed to the
member at his registered address or postal address given pursuant to article
150(4), or by leaving it at that address; or(c)
    
    by sending it in electronic form to a person who has agreed
(generally or specifically) that the notice, document or information may be
sent or supplied in that form (and has not revoked that agreement); or(d)
    
    subject to the provisions of the Acts, by making it available
on a website, provided that the requirements in article 150(2) are satisfied.
 (2)
    
    The requirements referred to in article 150(1)(d) are that: -
 44




---



##### 



(a)
    
    the member has agreed (generally or specifically) that the
notice, document or information may be sent or supplied to him by being made
available on a website (and has not revoked that agreement), or the member has
been asked by the Company to agree that the Company may send or supply notices,
documents and information generally, or the notice, document or information in
question, to him by making it available on a website and the Company has not
received a response within the period of 28 days beginning on the date on which
the Companys request was sent and the member is therefore taken to have so
agreed (and has not revoked that agreement);(b)
    
    the member is sent a notification of the presence of the
notice, document or information on a website, the address of that website, the
place on that website where it may be accessed, and how it may be accessed
(notification of availability);(c)
    
    in the case of a notice of meeting, the notification of
availability states that it concerns a notice of a company meeting, specifies
the place, time and date of the meeting, and states whether it will be an
annual general meeting; and(d)
    
    the notice, document or information continues to be published
on that website, in the case of a notice of meeting, throughout the period
beginning with the date of the notification of availability and ending with the
conclusion of the meeting and in all other cases throughout the period
specified by any applicable provision of the Acts, or, if no such period is
specified, throughout the period of 28 days beginning with the date on which
the notification of availability is sent to the member, save that if the
notice, document or information is made available for part only of that period
then failure to make it available throughout that period shall be disregarded
where such failure is wholly attributable to circumstances which it would not
be reasonable to have expected the Company to prevent or avoid.
 (3)
    
    In the case of joint holders of a share:-
 (a)
    
    it shall be sufficient for all notices, documents and other
information to be given, sent or supplied to the joint holder whose name stands
first in the register of members in respect of the joint holding (the first
named holder) only; and(b)
    
    the agreement of the first named holder that notices, documents
and information may be given, sent or supplied in electronic form or by being
made available on a website shall be binding on all the joint holders.
 (4)
    
    A member whose registered address is not within the United Kingdom shall not be
entitled to receive any notice, document or information from the Company unless he
gives to the Company an address (not being an electronic address) within the United
Kingdom at which notices, documents or information may be given to him.
 45




---



##### 



(5)
    
    For the avoidance of doubt, the provisions of this article 150 are subject to
article 64.(6)
    
    The Company may at any time and at its sole discretion choose to give, send or
supply notices, documents and information only in hard copy form to some or all
members.
 151.
    
    A member present either in person or by proxy, or in the case of a corporate member by a duly
authorised representative, at any meeting of the Company or of the holders of any class of
shares shall be deemed to have received notice of the meeting and, where requisite, of the
purposes for which it was called.
 152.
    (1)
    
    Any notice to be given to a member may be given by reference to
the register of members as it stands at any time within the period of
fifteen days before the notice is given; and no change in the
register after that time shall invalidate the giving of the notice.(2)
    
    Every person who becomes entitled to a share shall be bound by any notice in
respect of that share which, before his name is entered in the register of members,
has been given to the person from whom he derives his title; but this paragraph does
not apply to a notice given under section 793 of the 2006 Act.
 153.
    
    Subject to the Acts, where by reason of the suspension or curtailment of postal services
within the United Kingdom, the Company is unable effectively to give notice of a general
meeting, the general meeting may be convened by a notice advertised in two national daily
newspapers published in the United Kingdom. The Company shall send a copy of the notice to
members in the same manner as it sends notices under article 150 if at least seven clear days
before the meeting the posting of notices to addresses throughout the United Kingdom again
becomes practicable.154.
    
    Subject to the Acts, any notice, document or information to be given, sent or supplied by the
Company to the members or any of them, not being a notice to which article 153 applies, shall
be sufficiently given, sent or supplied if given by advertisement in at least one leading
national daily newspaper published in the United Kingdom.155.
    
    Any notice, document or information given, sent or supplied by the Company to the members or
any of them:-
 (a)
    
    by post, shall be deemed to have been received 24 hours after the time at which
the envelope containing the notice, document or information was posted unless it was
sent by second class post or there is only one class of post in which case it shall be
deemed to have been received 48 hours after it was posted. Proof that the envelope was
properly addressed, prepaid and posted shall be conclusive evidence that the notice,
document or information was sent;(b)
    
    by advertisement, shall be deemed to have been received on the day on which the
advertisement appears;(c)
    
    by electronic means, shall be deemed to have been received 24 hours after it
was sent. Proof that a notice, document or information in electronic form was sent in
accordance with the Institute of Chartered Secretaries and Administrators Guidance (in
issue at the time the relevant notice, document or
 46




---



##### 



information was sent) shall be conclusive evidence that the notice, document or
information was sent;(d)
    
    by making it available on a website, shall be deemed to have been received on
the date on which notification of availability on the website is deemed to have been
received in accordance with this article or, if later, the date on which it is first
made available on the website.
 156.
    
    Any notice document or information may be given, sent or supplied by the Company to the
person entitled to a share in consequence of the death or bankruptcy of a member by sending or
delivering it in any manner authorised by these articles for the giving of notice to a member
addressed to that person by name, or by the title of representative of the deceased or trustee
of the bankrupt or by any like description, at the address, if any, within the United Kingdom
supplied for that purpose by the person claiming to be so entitled. Until such an address has
been supplied, a notice may be given in any manner in which it might have been given if the
death or bankruptcy had not occurred.157.
    
    If on three consecutive occasions notices, documents or information sent or supplied to a
member have been returned undelivered, the member shall not be entitled to receive any
subsequent notice, document or information until he has supplied to the Company (or its agent)
a new registered address or a postal address within the United Kingdom, or (without prejudice
to article 150(4)) shall have informed the Company, in such a manner as may be specified by the
Company, of an electronic address. For the purposes of this article, references to notices,
documents or information include references to a cheque or other instrument of payment; but
nothing in this article shall entitle the Company to cease sending any cheque or other
instrument of payment for any dividend, unless it is otherwise so entitled under these
articles.158.
    
    Where a document is required under these articles to be signed by a member or any other
person, if the document is in electronic form, then in order to be valid the document must
either:
 (a)
    
    incorporate the electronic signature, or personal identification details (which
may be details previously allocated by the Company), of that member or other person, in
such form by the directors may approve, or(b)
    
    be accompanied by such other evidence as the directors may require in order to
be satisfied that the document is genuine.
 The Company may designate mechanisms for validating any such document and a document not
validated by the use any such mechanisms shall be deemed as having not been received by the
Company. In the case of any document or information relating to a meeting, an instrument of
proxy or invitation to appoint a proxy, any validation requirements shall be specified in
the relevant notice of meeting in accordance with Articles 64 and 93.
 DESTRUCTION OF DOCUMENTS
 159.
    (1)
    
    The Company may destroy:
 (a)
    
    any instrument of transfer, after six years from the date on
which it is
 47




---



##### 



registered;(b)
    
    any dividend mandate or notification of change of name or
address, after two years from the date on which it is recorded;(c)
    
    any share certificate, after one year from the date on which it
is cancelled; and(d)
    
    any other document on the basis of which an entry in the register
of members is made, after six years from the date on which it is
made.
 (2)
    
    Any document referred to in paragraph (1) of this article may be destroyed
earlier than the relevant date authorised by that paragraph, provided that a permanent
record of the document is made which is not destroyed before that date.(3)
    
    It shall be conclusively presumed in favour of the Company that every entry in
the register of members purporting to have been made on the basis of a document
destroyed in accordance with this article was duly and properly made, that every
instrument of transfer so destroyed was duly registered, that every share certificate
so destroyed was duly cancelled, and that every other document so destroyed was valid
and effective in accordance with the particulars in the records of the Company,
provided that:
 (a)
    
    this article shall apply only to the destruction of a document
in good faith and without notice of any claim (regardless of the parties to it)
to which the document might be relevant;(b)
    
    nothing in this article shall be construed as imposing upon the
Company any liability in respect of the destruction of any such document
otherwise than in accordance with this article which would not attach to the
Company in the absence of this article; and(c)
    
    references in this article to the destruction of any document
include references to the disposal of it in any manner.
 WINDING UP
 160.
    
    If the Company commences liquidation, the liquidator may, with the sanction of a special
resolution and any other sanction required by law, subject to the provisions of the Acts
divide among the members in specie the whole or any part of the assets, whether they shall
consist of property of the same kind or not, of the Company and may, for that purpose, value
any assets as he deems fair and determine how the division shall be carried out as between the
members or different classes of members. The liquidator may, with the like sanction, vest the
whole or any part of the assets in trustees upon such trusts for the benefit of the members as
he may with the like sanction determine, but no member shall be compelled to accept any assets
upon which there is a liability.
 INDEMNITY
 161.
    
    Subject to the provisions of the Acts, the Company may:
 48




---



##### 



(a)
    
    indemnify to any extent any person who is or was a director, or a director of
any associated company, directly or indirectly (including by funding any expenditure
incurred or to be incurred by him) against any loss or liability, whether in connection
with any proven or alleged negligence, default, breach of duty or breach of trust by
him or otherwise, in relation to the Company or any associated company; and/or(b)
    
    indemnify to any extent any person who is or was a director of an associated
company that is a trustee of an occupational pension scheme, directly or indirectly
(including by funding any expenditure incurred or to be incurred by him) against any
liability incurred by him in connection with the companys activities as trustee of an
occupational pension scheme; and/or(c)
    
    purchase and maintain insurance for any person who is or was a director, or a
director of any associated company, against any loss or liability or any expenditure he
may incur, whether in connection with any proven or alleged negligence, default, breach
of duty or breach of trust by him or otherwise, in relation to the Company or any
associated company.
 49