Exhibit 1

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ARTICLES OF ASSOCIATION

of

BRITISH SKY BROADCASTING GROUP

PUBLIC LIMITED COMPANY

(effective as from 2nd November 2007)

PRELIMINARY

|1. | (1) | In these articles the following words bear the following
meanings:                                                                                                                                 
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|  
|   |     | the 1985 Actthe Companies Act 1985 to the extent (except where otherwise expressly stated) in force from time to time;                                                                           
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|   |     | 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;                                                                                                                                                           
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|   |     | these articlesthe articles for the time being of the Company;                                                                                                                                    
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|   |     | 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;         
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|   |     | 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;
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|   |     | 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;                                                                                                                         
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|   |     | 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;                                                                                                                                          
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|   |     | electronic meanshas the same meaning as in the 2006 Act;                                                                                                                                         
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|   |     | 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;                                                                                                                                                                   
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| |  | holderin
          relation to shares, the member whose name is entered in the register
    of members as the holder of the shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | 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 46;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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| |     | 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;
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|
| |     | 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|   | (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.
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|   | (5)                                                                                                                 | In these articles, unless the context otherwise requires:                                                                                                                                                                       
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|   |                                                                                                                     | (a)                                                                                                                                                                                                                             
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|   |                                                                                                                     | (b)                                                                                                                                                                                                                             
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|   |                                                                                                                     | (c)                                                                                                                                                                                                                             
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|   | (6)                                                                                                                 | In these articles:                                                                                                                                                                                                              
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|   |                                                                                                                     | (a)                                                                                                                                                                                                                             
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|   |                                                                                                                     | (b)                                                                                                                                                                                                                             
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|   |                                                                                                                     | (c)                                                                                                                                                                                                                             
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|   |                                                                                                                     | (d)                                                                                                                                                                                                                             
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|   | (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.                                                                                                                                                                                                  
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|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.                                                                                
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|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                                                                                                                                 
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|    | over or otherwise dispose of them to such persons and on such terms as the directors think fit.                                                                                                                                                                                                                                      
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|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.                       
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|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)                                                                                                                                                                                                                                                                                                                                  
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                  
|   
|    | 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:                                                                                                                                                 
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|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                      
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|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | 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
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|    | 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.
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|12. | Unless otherwise expressly provided by the rights attached to any class of
    shares, those rights:                                                                         
|   
|    | (a)                                                                                                                                                                          
|   
|    | (b)                                                                                                                                                                          
|   
|    | (c)                                                                                                                                                                          

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.
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|    | (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.
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|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                                                                                                                                                                                                                                                                                      
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|    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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|   
|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.
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|   
|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.                                                                                                                                                                                                                                                         

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|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|   
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|    | 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.     
|   
|33. | (1)                                                                                                                                                                                                                                                                                        
|   
|    |                                                                                                                                                                                                                                                                                            
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 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; and they may refuse to register any such
    transfer in favour of more than four transferees.
|

|34. | If the directors refuse to register a transfer of a share, they shall 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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|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. | 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.                                                                                                                                                                                                                                                                                                                     
|   
|37. | 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.                                                                                                                                                                                                                                                                                                                                                      
|   
|38. | 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 where fraud or any other crime involving
          dishonesty is suspected in relation to such transfer) be returned to
    the person lodging it when notice of the refusal is given.                                                                                                                                        
|   
|39. | 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

|40. | 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.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|41. | 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                                                                                                  
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|    | 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 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.                                                                                                                                                                                                                        
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|42. | 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

|43. | (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
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| |     | to the conditions for the time
      being in force relating to share warrants, whether made before or after
      the issue of such share warrant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

DISCLOSURE OF INTERESTS

|44. | (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
|--- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
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| |     | 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 determine:                                                                      
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                           
| |     | (a)                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                           
| |     | (b)                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                           
| | (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)                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                           
| |     | (b)                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                           
| |     | 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
| |     |                                                                                                                                                                                                                                                                                                                                           

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

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| |     |                                                                                                                                                            |  | member and with any other person
      appearing to be interested in the shares.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------
| |     |                                                                                                                                                            |  |                                                                                 
| | (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

|45. | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 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.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|46. | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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|    |                                                                                                                                                                                                                                                                                                                                                                                          | 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 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|47. | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|48. | The directors shall not be obliged to
        serve any Disposal Notice under article 46(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
|    |                                                                                                                                                                                                                                                                                                                                                                                         

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|    | the foregoing articles shall not prevent
        the implementation of or invalidate any procedure thereunder. Any notice
        to be served under article 46(1) upon a person who is not a holder shall
        be deemed validly served if sent through the post to that person at 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 45 to 47 shall be final and conclusive, but
        without prejudice to the power of the directors subsequently to vary
    or revoke such determination.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|49. | The holder or holders of the Excess Shares
        who has pursuant to article 46(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.                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|50. | Any member who has pursuant to article
        45 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.                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|51. | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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|                 |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 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 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 45 to 50
        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
|                 |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                   
|52.              | (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
|                 |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | 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 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                
|                     
|53.                   | 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.                                                                                                                                                                                                                                                                                                                          
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|54.                   | 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.
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|55.                   | 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.                                                                                
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|56.                   | 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
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|57.                   | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|                       | (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.
|---------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                       
|58.                    | 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 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.
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                       
|59.                    | 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
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                       
|60.                    | 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      
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                       
|61.                    | All general meetings other than annual
    general meetings shall be called extraordinary general meetings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                       
|62.                    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                       
|63.                    | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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| | 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 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

|64.                                 | 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.
|----------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                   
|65.                                 | 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
|                                   

|66. | 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.                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|67. | 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.
|   
|68. | 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                                                                                                                                                                                                                                                                                                                     
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|    | 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.                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|69. | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|70. | 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.                                                                              
|   
|71. | 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.                                                                                                                                                                                                                                
|   
|72. | 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.                                                                                                                                                                                                                                                                                                                                  
|   
|73. | 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.
|   
|74. | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|                          | (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                                                                                                                                                                                                                                                                                           
|------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          | (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 75(2) shall apply to that
adjournment.
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|75.                       | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Without prejudice to any other power of
    adjournment he may have under these articles or at common law:-                                                                                                                                                                                                                                                                                                                                                                                                                  
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                          | (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
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|76.                       | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | A special resolution may be
    amended by ordinary resolution if: -                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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| |     | (a)                                         | the chairman of the meeting proposes the amendment at the general meeting
    at which the resolution is to be proposed; and                                                                                                                                                                                                                                                                                                                          
| | --- | ------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     | (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.                                                                                                                                                                                                                                                                                                                       
|

|77.   | 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
|     

|78. | 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:-                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|79. | 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.
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|80.                 | 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 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
|                   

|81.              | Polls at general meetings shall, subject to articles 82 and 83 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.                     
|---------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                
|82.              | A poll on:-                                                                                                                                                                                                                                                                                                                                                                                                  
|                
|                 | (a)                                                                                                                                                                                                                                                                                                                                                                                                          
|                
|                 | (b)                                                                                                                                                                                                                                                                                                                                                                                                          
|                
|                 | 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.
|                
|83.              | 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.                                                                                                
|                
|84.              | 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
|                

|85. | Subject to any rights or restrictions attached to any shares:-                                                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (a)                                                                                                                                                                                                                                                                              
|   
|    | (b)                                                                                                                                                                                                                                                                              
|   
|86. | 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.
|    |                                                                                                                                                                                                                                                                                  

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|87. | 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 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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|88. | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|89. | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|90. | 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. 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 and if he does so he shall specify the number of shares held by him in respect
of which each proxy is entitled to exercise rights. References in these articles to an appointment of proxy include references to an appointment of multiple proxies.                                                                                           
|   
|91. | Where two or more valid separate appointments of proxy are received in respect of the same share in relation to the same meeting, the one which is last sent shall 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. If an appointment of proxy purports to appoint more than one person as proxy to exercise rights attached to the same share in relation to the same meeting, none of such appointments shall be treated as valid in respect of that
share.
|   
|92. | Subject to article 93 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.                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|93. | 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                                                                                                                                                                                                                                                                                                                                                                                                          
|   

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|    | (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 sent by electronic means to that address, subject to
any conditions or limitations specified in the relevant notice of meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|94. | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|95. | 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 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 poll was demanded or, in the case of a poll taken more than 48 hours after it was demanded, for use in relation to that poll.                                                                                                                                                               
|   
|96. | 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
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|    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | CORPORATIONS ACTING BY REPRESENTATIVES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|97. | 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, subject to the terms of this article, 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. Where the corporation authorises only one person, he is entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member of the
Company. Where the corporation authorises more than one person, any one of them is entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member of the Company and all of them may
speak at the meeting, save that if more than one of them purports to exercise a power (other than the power to speak at the meeting) on behalf of the corporation then, subject to the 2006 Act (including, if applicable, section 152 of that 2006 Act):
-
|   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   

|     |     | DIRECTORS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|98.  |     | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|99.  |     | 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.
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| | (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.                                                                                                                                                              
|    
|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
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|     |     | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     |     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     | (3) | For the purposes of this article, but without prejudice to the generality of the terms "borrowing" and "borrowed"                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     |     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     |     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     |     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     |     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 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.                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                   
| | (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:
|---- | --- | -----------------------------------------------
|     |     |                                                

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|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (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 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)                                                                                                                                                                                                                                                                                                                                                        
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                            
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (ii)                                                                                                                                                                                                                                                                                                                                                       
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                            

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                              | 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 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                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|                                          | 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 extraordinary 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                          | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                          | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                          | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                          | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                          | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                          | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|DIRECTORS' APPOINTMENTS AND INTERESTS
|-------------------------------------
|                                     
|120.                                 
|                                     
|121.                                 
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|DIRECTORS' GRATUITIES AND PENSIONS   
|                                     
|122.                                 
|                                     

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| | 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

|123. | (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.
|    
|124. | 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. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|125. | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|126. | 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.                                                                                                                                                                                                                                                                                                                                                                                       
|    
|127. | 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.
|    

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|128. | 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.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|129. | Without prejudice
      to the first sentence of article 123, 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.                                                       
|    
|130. | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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| |     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 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 for any
      purpose of the 1985 Act (excluding for this purpose any statutory modification
      or repeal thereof whether before or after the date when these articles became
      binding on the Company) connected with a director shall be taken to be the
      interest of that director and, in relation to an alternate director, an
      interest of his appointor shall be treated as an interest of the alternate
      director without prejudice to any interest which the alternate director
      has otherwise;
|
| |     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | without prejudice to the generality of article
      130(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 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.
|

|131. | A director shall not be counted in the quorum
      present at a meeting in relation to a resolution on which he is not entitled
      to vote.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|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 ratio
      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 130, 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)                                                                              
|     |                                                                                  

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| | (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)                                                                                                                                                                                                                                                                                                                                    
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                    
|    
|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.
|    

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|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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    

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|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)                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                          

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| |     | 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.                                                                                        

CAPITALISATION OF PROFITS

|146. | (1) | The directors may with the authority of an ordinary
    resolution of the Company:
|---- | --- | ----------------------------------------------------------------------------------
|    
|     |     | (a)                                                                               
|    
|     |     | (b)                                                                               
|    
|     |     | (c)                                                                               

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 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 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.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                            

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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)                                                                                                                                                                           
|    
|     |                                                                                                                                                                               
|    
|     |                                                                                                                                                                               
|    
|     |                                                                                                                                                                               
|    
|     |                                                                                                                                                                               
|    

| | (2) | The requirements referred to in article 150(1)(d) are that: -
| | --- | -------------------------------------------------------------
|
| |     | (a)                                                          
|
| |     | (b)                                                          
|
| |     | (c)                                                          
|
| |     | (d)                                                          

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                | 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.
|    
|     | (5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | For the avoidance of doubt, the provisions of this article 150 are subject to article 65.                                                                                                                                                                                                                                     
|    
|     | (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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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

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

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| |  |     | 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 an extraordinary 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:
|---- | -------------------------------------------------------
|    
|     | (a)                                                    
|    
|     | (b)                                                    
|    
|     | (c)                                                    
|    

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