EXHIBIT 4.5


 


Company Number: 1833679


The Companies Acts 1948 to 1985


 


Public Company Limited by Shares


 


MEMORANDUM OF ASSOCIATION


 


OF


VODAFONE GROUP PUBLIC LIMITED COMPANY


 


 













 


THE COMPANIES ACTS 1948 to 1985


 


PUBLIC COMPANY LIMITED BY SHARES


 


MEMORANDUM OF ASSOCIATION OF


 


VODAFONE GROUP PUBLIC LIMITED COMPANY


 


(including all amendments as at 26 July 2005)


 


1 1The name
of the Company is “VODAFONE GROUP PUBLIC LIMITED COMPANY”.


 


2 The Company is a public company.


 


3 The registered office of the Company will be situate
in England.


 


4 The objects for which the Company is established are:


 


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


 


(2)  To
carry on business as dealers in, operators, manufacturers, repairers,
designers, developers, importers and exporters of electronic, electrical,
mechanical and aeronautical equipment of all types and of parts and accessories
thereof and of plant and machinery of all descriptions, and to act as
engineers’ agents and merchants, and generally to undertake and execute
agencies and commissions of any kind.


 


(3)  To purchase, subscribe
for, underwrite, take, or otherwise acquire and hold any shares, stock, bonds,
options, debentures, debenture stock obligations or securities in or of any
company, corporation, public body, supreme, municipal, local or otherwise or of
any Government or State and to act as and perform all the functions of a
holding company and to carry on, acquire, undertake and execute any business,
undertaking, transaction


 






	
  1

  	
  17 July 1984 — Incorporated as a private
  company with name “RACAL STRATEGIC RADIO LIMITED”

  
	
   

  	
   

  
	
   

  	
  17 September 1985 — name changed to “RACAL
  TELECOMMUNICATIONS GROUP LIMITED”

  
	
   

  	
   

  
	
   

  	
  5 September 1988 — name changed to “RACAL
  TELECOM LIMITED”

  
	
   

  	
   

  
	
   

  	
  14 September 1988 — Re-registered as a public
  company

  
	
   

  	
   

  
	
   

  	
  16 September 1991 — name changed to “VODAFONE
  GROUP PUBLIC LIMITED COMPANY”

  
	
   

  	
   

  
	
   

  	
  29 June 1999 — name changed to “VODAFONE
  AIRTOUCH PUBLIC COMPANY LIMITED”

  
	
   

  	
   

  
	
   

  	
  28 July 2000 — name changed to “ VODAFONE
  GROUP PUBLIC LIMITED COMPANY”

  



 


- 1 -

















 


or
operation whether manufacturing, financial, mercantile, agricultural,
extractive or otherwise.


 


(4)  To purchase, take on lease or in exchange, hire or otherwise
acquire, and obtain options over, lands, buildings and generally any real or
personal property, rights or privileges of any kind which the Company may deem
necessary or convenient for or with reference to any of its objects, or capable
of being profitably dealt with in connections with any of its property rights
for the time being.


 


(5)  To
apply for or acquire by purchase or otherwise, whether in the United Kingdom or
elsewhere, any patents, patent rights, secret processes, trade marks,
copyrights or other rights of monopolies, licences, concessions and the like,
and to use, exercise, develop or grant licences in respect of, or otherwise
turn the same to account and to make, assist, or subsidise any experiments,
researches or investigations.


 


(6)  To
purchase or otherwise acquire, obtain options over, take over, manage,
supervise, control and undertake all or any part of the business, undertaking,
goodwill, property, assets, rights and liabilities of any person or company, or
to acquire the control of shares of any company or any interest therein and to
act as a director or manager of any company.


 


(7)  To
improve, manage, develop, grant licences, easements and other rights over,
exchange and in any other manner deal with or dispose of the undertaking,
property, assets, rights and effects of the Company, or any part thereof, for
such consideration as may be thought fit, and in particular for stock, shares,
debentures, debenture stock or securities of any other company, whether fully
or partly paid up.


 


(8)  To
pay for any property or rights acquired by the Company and for any services
rendered or to be rendered to the Company either in cash or in fully or partly
paid shares, with or without preferred or deferred or guaranteed rights in
respect of dividend or repayment of capital or otherwise, or in any securities
which the Company has power to issue, or partly in one mode and partly in
another and generally on such terms as may seem expedient.


 


(9)  To
lend any moneys or assets of the Company to such persons, firms or companies
and on such terms as may be considered expedient, and either with or without
security, and to invest and deal with moneys and assets of the company not
immediately required in any manner and to receive money and securities or
deposit, at interest or otherwise.


 


(10) To
borrow or raise money and to secure or discharge any debt or obligation of or
binding on the Company in such manner as may be thought fit, and in particular
mortgages, or other charges upon the undertaking and all or any of the property
and assets (present or future) and the uncalled or unpaid capital of the
Company, or by the creation and issue on such terms and conditions as may be
thought expedient of debentures or debenture stock, perpetual or otherwise, or
other securities of any description.


 


(11) To
enter into any guarantee, contract of indemnity or suretyship whether by
personal covenant or by mortgage or charge on all or any part of the
undertaking, property or assets of the Company (including its uncalled capital)
and in particular (without prejudice to the generality of the foregoing) with
or without consideration to guarantee or give security as aforesaid for the
payment of any principal moneys, premiums,


 


- 2 -

















 


interest
and other moneys secured by or payable under any obligations or securities
including particularly the obligations or securities of any company which is
(within the meaning of Section 154 of the Companies Act 1948) in relation
to the Company a holding company or a subsidiary of such holding company or of
the Company or which is otherwise associated with the Company in business.


 


(12) To
issue securities which the Company has power to issue by way of security and
indemnity to any person whom the Company has agreed, or is bound or willing to
indemnify, or in satisfaction of any liability undertaken or agreed to be
undertaken by the Company, and generally in every respect upon such terms and
conditions and for such consideration (if any) as the Company may think fit.


 


(13) To
establish or promote or concur in establishing or promoting any other company
or companies for the purpose of acquiring or undertaking all or any of the
assets and liabilities of this Company, or for any other purpose which may seem
directly or indirectly calculated to benefit this Company or to advance the
objects or interest thereof, or to take and otherwise acquire and hold or
dispose of shares, stock, debentures, debenture stock or other securities of
any such company or companies.


 


(14) To
amalgamate or enter into partnership with, and to co-operate in any way with or
assist or subsidise any person, firm or company carrying on any business which
this Company is authorised to carry on or possessed of property suitable for
the purposes of the Company.


 


(15) To
pay all expenses incident to the formation or promotion of this or any other
company, and to remunerate any person or company for services rendered or to be
rendered in placing or assisting to place or guaranteeing the placing of any of
the shares in or debentures or debenture stock or other securities of the
Company, or in or about the promotion, formation or business of the Company, or
of any other company promoted wholly or in part by this Company.


 


(16) To
draw, make, accept, endorse, discount, negotiate, execute and issue, and to
buy, sell and deal with bills of exchange, promissory notes and other
negotiable or transferable instruments or securities.


 


(17) To
grant pensions or gratuities to any employees or officers (including Directors)
or ex-employees or ex-officers (including ex-Directors) of the Company or the
relations, connections or dependants of any such persons, and to pay or
contribute to insurance schemes having such objects, and to establish or
support associations, institutions, clubs, funds and trusts which may be
considered likely to benefit any such persons or otherwise advance the
interests of the Company or of its members, and to establish or contribute to any
scheme for the purchase by trustees of fully paid shares in the Company, to be
held for the benefit of employees of the Company, including any Director
holding a salaried employment or office in the Company, and to lend money to
the Company’s employees to enable them to purchase fully paid shares in the
Company, and to formulate and carry into effect any scheme for sharing the
profits of the Company with its employees or any of them.


 


(18) To
subscribe or guarantee money for any national, charitable, benevolent, public,
general or useful object, or for any exhibition, or for any purpose which may
seem likely directly or indirectly to further objects of the Company or the
interests of its members.


 


- 3 -

















 


(19) To distribute among the members of the Company
in specie by way of dividend or bonus or upon a return of capital any property
or assets of the Company, or any proceeds of sale or disposal of any property
or assets of the Company but so that no distribution amounting to a reduction
of capital be made except with the sanction (if any) for the time being
required by law.


 


(20) To hold in the name of others any property
which the Company is authorised to acquire and to do all or any of the things
and matters aforesaid in any part of the world and either as principal, agent,
contractor, trustee or otherwise, and by or through trustees, agents,
sub-contractors or otherwise, and either alone or in conjunction with others;
and to accept property on trust and to act as trustee, executor, administrator
or attorney either gratuitously or otherwise.


 


(21) To procure the Company to be registered or
incorporated in any part of the world.


 


(22) To do all such other things and to carry on
such other business or businesses whatsoever and wheresoever as may, in the
opinion of the Company, be necessary, incidental, conducive or convenient to
the attainment of the above objects or any of them, or calculated directly or
indirectly to enhance the value of or render profitable any of the Company’s
property, assets or rights, or otherwise likely in any respect to be
advantageous to the Company.


 


(23) To purchase and maintain insurance for or for
the benefit of any persons who are or were at any time directors, officers or
employees or auditors of the Company, or of any other company which is its
holding company or in which the Company or such holding company or any of the
predecessors of the Company or of such holding company has any interest whether
direct or indirect or which is in any way allied to or associated with the
Company, or of any subsidiary undertaking of the Company or of any such other
company, or who are or were at any time trustees of any pension fund in which
any employees of the Company or of any such other company or subsidiary
undertaking are interested, including (without prejudice to the generality of
the foregoing) insurance against any liability incurred by such persons in
respect of any act or omission in the actual or purported execution and or
discharge of their duties and or in the exercise or purported exercise of their
powers and or otherwise in relation to the Company or any such other company,
subsidiary undertaking or pension fund and to such extent as may be permitted
by law otherwise to indemnify or to exempt any such person against or from any
such liability; for the purpose of this clause “holding company” and
“subsidiary undertaking” shall have the same meanings as in the Companies Act
1985 as amended by the Companies Act 1989.


 


(24) To provide a director with funds to meet
reasonable expenditure incurred or to be incurred by him in defending any civil
or criminal proceedings, or in connection with any application under those
provisions of the Companies Act 1985 referred to in section 337A of that Act,
and to do anything to enable a director to avoid incurring such reasonable
expenditure, to the extent permitted by law.


 


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


 


- 4 -

















 


objects
and be in no way limited or restricted by reference to or inference from the
terms of any other paragraph or the name of the Company.


 


5    The liability of
the members is limited.


 


6    2The Share Capital
of the Company is £50,000 and US$7,800,000,000 divided into 78,000,000,000
ordinary shares of US$0.10 each and 50,000 fixed rate shares of £1 each.


 


WE,
the several persons whose names, addresses and descriptions are subscribed, are
desirous of being formed into a company in pursuance of this Memorandum of
Association and we respectively agree to take the number of shares in the
capital of the Company set opposite our respective names.


 






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


 


On 14 September 1988:


 


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


 


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


 


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


 


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


 


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


 


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


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


 


- 5 -

















 


	
  Names and Addresses and

  	
   

  	
  Number
  of shares taken by

  
	
  Descriptions of Subscribers

  	
   

  	
  each
  Subscriber (in Words)

  
	
  Brian Auld

  	
   

  	
  One

  
	
  Easthampstead Road

  	
   

  	
   

  
	
  Bracknell

  	
   

  	
   

  
	
  Berks

  	
   

  	
   

  
	
  RG12 1NS

  	
   

  	
   

  
	
  Solicitor 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Brian Gilbert Guest
  Cowper

  	
   

  	
  One

  
	
  Easthampstead Road

  	
   

  	
   

  
	
  Bracknell

  	
   

  	
   

  
	
  Berks

  	
   

  	
   

  
	
  RG12 1NS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Solicitor 

  	
   

  	
   

  
	
  Dated this 13th day of
  June, 1984.

  	
   

  	
   

  



 


	
  Witness to the above
  Signatures:

  	
  Paul Lush

  	
   

  
	
   

  	
  Easthampstead Road

  	
   

  
	
   

  	
  Bracknell

  	
   

  
	
   

  	
  Berks

  	
   

  
	
   

  	
  RG12 1NS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Solicitor 

  	
   

  



 


- 6 -
















 


Company Number: 1833679


 


 


 


The Companies Acts


 


 


Public Company Limited by Shares


 


 


ARTICLES OF
ASSOCIATION


 


OF


 


VODAFONE
GROUP PUBLIC LIMITED COMPANY


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Article No.

  	
   

  	
  Page No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Preliminary
  Articles

  	
   

  	
   

  	
   

  	
   

  
	
  Table A and other standard regulations do not apply

  	
   

  	
  1

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The meaning
  of words and phrases used in the Articles

  	
   

  	
  2

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Share
  Capital

  	
   

  	
   

  	
   

  	
   

  
	
  Form of the Company’s share capital

  	
   

  	
  3

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fixed Rate
  Shares

  	
   

  	
   

  	
   

  	
   

  
	
  Right of Fixed Rate Shares to profits

  	
   

  	
  4

  	
   

  	
  8

  
	
  Right of Fixed Rate Shares to capital

  	
   

  	
  5

  	
   

  	
  8

  
	
  Voting rights of Fixed Rate Shares

  	
   

  	
  6

  	
   

  	
  9

  
	
  Varying the rights of Fixed Rate Shares

  	
   

  	
  7

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Changing
  Capital

  	
   

  	
   

  	
   

  	
   

  
	
  The power to increase capital

  	
   

  	
  8

  	
   

  	
  10

  
	
  Application of the Articles to new shares

  	
   

  	
  9

  	
   

  	
  10

  
	
  The power to change capital

  	
   

  	
  10

  	
   

  	
  10

  
	
  Fractions of shares

  	
   

  	
  11

  	
   

  	
  10

  
	
  The power to reduce capital

  	
   

  	
  12

  	
   

  	
  11

  
	
  Buying back shares

  	
   

  	
  13

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shares

  	
   

  	
   

  	
   

  	
   

  
	
  The special rights of new shares

  	
   

  	
  14

  	
   

  	
  11

  
	
  The directors’ power to deal with shares

  	
   

  	
  15

  	
   

  	
  12

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

  	
   

  	
  16

  	
   

  	
  12

  
	
  Power to pay commission and brokerage

  	
   

  	
  17

  	
   

  	
  13

  
	
  Renunciations of allotted but unissued shares

  	
   

  	
  18

  	
   

  	
  14

  
	
  No trusts or similar interests recognised

  	
   

  	
  19

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shares in
  Uncertificated Form

  	
   

  	
   

  	
   

  	
   

  
	
  Holding shares in uncertificated form and effect of the CREST
  Regulations

  	
   

  	
  20

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Share
  Certificates

  	
   

  	
   

  	
   

  	
   

  
	
  Certificates

  	
   

  	
  21

  	
   

  	
  15

  
	
  Replacement share certificates

  	
   

  	
  22

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Calls on
  Shares

  	
   

  	
   

  	
   

  	
   

  
	
  The directors can make calls on shares

  	
   

  	
  23

  	
   

  	
  16

  
	
  The liability for calls

  	
   

  	
  24

  	
   

  	
  17

  
	
  Interest and expenses on unpaid calls

  	
   

  	
  25

  	
   

  	
  17

  



 


 


- i -


 

















 


	
   

  	
   

  	
  Article No.

  	
   

  	
  Page No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sums which are payable when a share is allotted are treated as a call

  	
   

  	
  26

  	
   

  	
  17

  
	
  Calls can be for different amounts

  	
   

  	
  27

  	
   

  	
  17

  
	
  Paying calls early

  	
   

  	
  28

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Forfeiting
  Shares

  	
   

  	
   

  	
   

  	
   

  
	
  Notice following non-payment of a call

  	
   

  	
  29

  	
   

  	
  18

  
	
  Contents of the notice

  	
   

  	
  30

  	
   

  	
  18

  
	
  Forfeiture if the notice is not complied with

  	
   

  	
  31

  	
   

  	
  18

  
	
  Forfeiture will include unpaid dividends

  	
   

  	
  32

  	
   

  	
  18

  
	
  Dealing with forfeited shares

  	
   

  	
  33

  	
   

  	
  18

  
	
  Cancelling forfeiture

  	
   

  	
  34

  	
   

  	
  19

  
	
  The position of shareholders after forfeiture

  	
   

  	
  35

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Liens on
  Partly Paid Shares

  	
   

  	
   

  	
   

  	
   

  
	
  The Company’s lien on shares

  	
   

  	
  36

  	
   

  	
  19

  
	
  Enforcing the lien by selling the shares

  	
   

  	
  37

  	
   

  	
  19

  
	
  Using the proceeds of the sale

  	
   

  	
  38

  	
   

  	
  20

  
	
  Evidence of forfeiture or enforcement of lien

  	
   

  	
  39

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Changing
  Shares Rights

  	
   

  	
   

  	
   

  	
   

  
	
  Changing the special rights of shares

  	
   

  	
  40

  	
   

  	
  20

  
	
  More about the special rights of shares

  	
   

  	
  41

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Transferring
  Shares

  	
   

  	
   

  	
   

  	
   

  
	
  Share transfers

  	
   

  	
  42

  	
   

  	
  21

  
	
  More about transfers of shares in certificated form

  	
   

  	
  43

  	
   

  	
  21

  
	
  The Company can refuse to register certain transfers

  	
   

  	
  44

  	
   

  	
  22

  
	
  Closing the Register

  	
   

  	
  45

  	
   

  	
  22

  
	
  Overseas branch registers

  	
   

  	
  46

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Persons
  Automatically Entitled to Shares by Law

  	
   

  	
   

  	
   

  	
   

  
	
  When a shareholder dies

  	
   

  	
  47

  	
   

  	
  23

  
	
  Registering personal representatives

  	
   

  	
  48

  	
   

  	
  23

  
	
  A person who wants to be registered must give notice

  	
   

  	
  49

  	
   

  	
  23

  
	
  Having another person registered

  	
   

  	
  50

  	
   

  	
  23

  
	
  The rights of people automatically entitled to shares by law

  	
   

  	
  51

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shareholders
  Who Cannot Be Traced

  	
   

  	
   

  	
   

  	
   

  
	
  Shareholder who cannot be traced

  	
   

  	
  52

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  General
  Meetings

  	
   

  	
   

  	
   

  	
   

  
	
  The Annual General Meeting

  	
   

  	
  53

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Calling a General Meeting

  	
   

  	
  54

  	
   

  	
  25

  
	
  Notice of General Meetings

  	
   

  	
  55

  	
   

  	
  25

  



 


- ii -


 

















 


	
   

  	
   

  	
  Article No.

  	
   

  	
  Page No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Proceedings
  at General Meetings

  	
   

  	
   

  	
   

  	
   

  
	
  The chairman of a General Meeting

  	
   

  	
  56

  	
   

  	
  26

  
	
  Security, and other arrangements at General Meetings

  	
   

  	
  57

  	
   

  	
  27

  
	
  Overflow meeting rooms

  	
   

  	
  58

  	
   

  	
  27

  
	
  The quorum needed for General Meetings

  	
   

  	
  59

  	
   

  	
  27

  
	
  The procedure if there is no quorum

  	
   

  	
  60

  	
   

  	
  28

  
	
  Adjourning meetings

  	
   

  	
  61

  	
   

  	
  28

  
	
  Amending resolutions

  	
   

  	
  62

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Voting
  Procedures

  	
   

  	
   

  	
   

  	
   

  
	
  How votes are taken

  	
   

  	
  63

  	
   

  	
  28

  
	
  How a poll is taken

  	
   

  	
  64

  	
   

  	
  29

  
	
  Where there cannot be a poll

  	
   

  	
  65

  	
   

  	
  29

  
	
  A General Meeting continues after a poll is demanded

  	
   

  	
  66

  	
   

  	
  29

  
	
  Timing of a poll

  	
   

  	
  67

  	
   

  	
  29

  
	
  The chairman’s casting vote

  	
   

  	
  68

  	
   

  	
  30

  
	
  The effect of a declaration by the chairman

  	
   

  	
  69

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Voting
  Rights

  	
   

  	
   

  	
   

  	
   

  
	
  The votes of shareholders

  	
   

  	
  70

  	
   

  	
  30

  
	
  Shareholders who owe money to the Company

  	
   

  	
  71

  	
   

  	
  30

  
	
  Suspension of rights on non-disclosure of interest

  	
   

  	
  72

  	
   

  	
  31

  
	
  Votes of shareholders who are of unsound mind

  	
   

  	
  73

  	
   

  	
  33

  
	
  The votes of joint holders

  	
   

  	
  74

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Proxies

  	
   

  	
   

  	
   

  	
   

  
	
  Appointment of proxies

  	
   

  	
  75

  	
   

  	
  34

  
	
  Completing proxy forms

  	
   

  	
  76

  	
   

  	
  34

  
	
  Delivering proxy forms

  	
   

  	
  77

  	
   

  	
  35

  
	
  Cancellation of proxy’s authority

  	
   

  	
  78

  	
   

  	
  36

  
	
  Authority of proxies

  	
   

  	
  79

  	
   

  	
  36

  
	
  Representatives of companies

  	
   

  	
  80

  	
   

  	
  36

  
	
  Challenging votes

  	
   

  	
  81

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Directors

  	
   

  	
   

  	
   

  	
   

  
	
  The number of directors

  	
   

  	
  82

  	
   

  	
  37

  
	
  Qualification to be a director

  	
   

  	
  83

  	
   

  	
  37

  
	
  Directors’ fees and expenses

  	
   

  	
  84

  	
   

  	
  37

  
	
  Special pay

  	
   

  	
  85

  	
   

  	
  37

  
	
  Directors’ expenses

  	
   

  	
  86

  	
   

  	
  38

  
	
  Directors’ pensions and other benefits

  	
   

  	
  87

  	
   

  	
  38

  
	
  Appointing directors to various posts

  	
   

  	
  88

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Changing
  Directors

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Retiring directors

  	
   

  	
  89

  	
   

  	
  39

  



 


- iii -


 

















 


	
   

  	
   

  	
  Article No.

  	
   

  	
  Page No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eligibility for re-election

  	
   

  	
  90

  	
   

  	
  39

  
	
  Re-electing a director who is retiring

  	
   

  	
  91

  	
   

  	
  39

  
	
  Election of two or more directors

  	
   

  	
  92

  	
   

  	
  39

  
	
  People who can be directors

  	
   

  	
  93

  	
   

  	
  39

  
	
  The power to fill vacancies and appoint extra directors

  	
   

  	
  94

  	
   

  	
  40

  
	
  Removing and appointing directors by an ordinary resolution

  	
   

  	
  95

  	
   

  	
  40

  
	
  When directors are disqualified

  	
   

  	
  96

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Directors’
  Meetings

  	
   

  	
   

  	
   

  	
   

  
	
  Directors’ meetings

  	
   

  	
  97

  	
   

  	
  41

  
	
  Who can call directors’ meetings

  	
   

  	
  98

  	
   

  	
  41

  
	
  How directors’ meetings are called

  	
   

  	
  99

  	
   

  	
  41

  
	
  Quorum

  	
   

  	
  100

  	
   

  	
  41

  
	
  The Chairman of directors’ meetings

  	
   

  	
  101

  	
   

  	
  42

  
	
  Voting at directors’ meetings

  	
   

  	
  102

  	
   

  	
  42

  
	
  Directors can act even if there are vacancies

  	
   

  	
  103

  	
   

  	
  42

  
	
  Directors’ meetings by video conference and telephone

  	
   

  	
  104

  	
   

  	
  42

  
	
  Directors’ written resolutions

  	
   

  	
  105

  	
   

  	
  43

  
	
  The validity of directors’ actions

  	
   

  	
  106

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Directors’
  Interests

  	
   

  	
   

  	
   

  	
   

  
	
  Authorisation of directors’ interests

  	
   

  	
  107

  	
   

  	
  43

  
	
  Directors may have interests

  	
   

  	
  108

  	
   

  	
  44

  
	
  Restrictions on quorum and voting

  	
   

  	
  109

  	
   

  	
  45

  
	
  Confidential information

  	
   

  	
  110

  	
   

  	
  47

  
	
  Directors’ interests – general

  	
   

  	
  111

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Directors’
  Committees

  	
   

  	
   

  	
   

  	
   

  
	
  Delegating powers to committees

  	
   

  	
  112

  	
   

  	
  48

  
	
  Committee procedure

  	
   

  	
  113

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Directors’
  Powers

  	
   

  	
   

  	
   

  	
   

  
	
  The directors’ management powers

  	
   

  	
  114

  	
   

  	
  48

  
	
  The power to establish local boards

  	
   

  	
  115

  	
   

  	
  49

  
	
  The power to appoint attorneys

  	
   

  	
  116

  	
   

  	
  49

  
	
  Borrowing powers

  	
   

  	
  117

  	
   

  	
  50

  
	
  Borrowing restrictions

  	
   

  	
  118

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alternate
  Directors

  	
   

  	
   

  	
   

  	
   

  
	
  Alternate directors

  	
   

  	
  119

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  Secretary

  	
   

  	
   

  	
   

  	
   

  
	
  The Secretary and Deputy and Assistant Secretaries

  	
   

  	
  120

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Seal

  	
   

  	
   

  	
   

  	
   

  
	
  The Seal

  	
   

  	
  121

  	
   

  	
  53

  



 


- iv -


 

















 


	
   

  	
   

  	
  Article No.

  	
   

  	
  Page No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Authenticating
  Documents

  	
   

  	
   

  	
   

  	
   

  
	
  Establishing that documents are genuine

  	
   

  	
  122

  	
   

  	
  54

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reserves

  	
   

  	
   

  	
   

  	
   

  
	
  Setting up reserves

  	
   

  	
  123

  	
   

  	
  54

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dividends

  	
   

  	
   

  	
   

  	
   

  
	
  No dividends are payable except out of profits

  	
   

  	
  124

  	
   

  	
  54

  
	
  Final dividends

  	
   

  	
  125

  	
   

  	
  55

  
	
  Fixed and interim dividends

  	
   

  	
  126

  	
   

  	
  55

  
	
  Dividends not in cash

  	
   

  	
  127

  	
   

  	
  55

  
	
  Calculation and currency of dividends

  	
   

  	
  128

  	
   

  	
  55

  
	
  Deducting amounts owing from dividends and other money

  	
   

  	
  129

  	
   

  	
  56

  
	
  Payments to shareholders

  	
   

  	
  130

  	
   

  	
  56

  
	
  Record dates for payments and other matters

  	
   

  	
  131

  	
   

  	
  57

  
	
  Dividends which are not claimed

  	
   

  	
  132

  	
   

  	
  57

  
	
  Waiver of dividends

  	
   

  	
  133

  	
   

  	
  57

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Capitalising
  Reserves

  	
   

  	
   

  	
   

  	
   

  
	
  Capitalising reserves

  	
   

  	
  134

  	
   

  	
  58

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Scrip
  Dividends

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  135

  	
   

  	
  58

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accounts

  	
   

  	
   

  	
   

  	
   

  
	
  Accounting and other records

  	
   

  	
  136

  	
   

  	
  61

  
	
  Location and inspection of records

  	
   

  	
  137

  	
   

  	
  61

  
	
  Sending copies of accounts and other documents

  	
   

  	
  138

  	
   

  	
  61

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Auditors

  	
   

  	
   

  	
   

  	
   

  
	
  Actions of auditors

  	
   

  	
  139

  	
   

  	
  62

  
	
  Auditors at General Meetings

  	
   

  	
  140

  	
   

  	
  62

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Communications
  with Shareholders

  	
   

  	
   

  	
   

  	
   

  
	
  Serving and delivering notices and other documents

  	
   

  	
  141

  	
   

  	
  62

  
	
  Notices to joint holders

  	
   

  	
  142

  	
   

  	
  62

  
	
  Notices for shareholders with foreign addresses

  	
   

  	
  143

  	
   

  	
  63

  
	
  When notices are served

  	
   

  	
  144

  	
   

  	
  63

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

  	
   

  	
  145

  	
   

  	
  63

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

  	
   

  	
  146

  	
   

  	
  64

  
	
  Signature or authentication of documents

  	
   

  	
  147

  	
   

  	
  64

  



 


- v -


 

















 


	
   

  	
   

  	
  Article No.

  	
   

  	
  Page No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minutes and
  Records

  	
   

  	
   

  	
   

  	
   

  
	
  Minutes

  	
   

  	
  148

  	
   

  	
  65

  
	
  Availability of records for inspection and notifying the Registrar of
  Companies

  	
   

  	
  149

  	
   

  	
  65

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Winding Up

  	
   

  	
   

  	
   

  	
   

  
	
  Directors’ power to petition

  	
   

  	
  150

  	
   

  	
  65

  
	
  Distribution of assets in kind

  	
   

  	
  151

  	
   

  	
  66

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Destroying
  Documents

  	
   

  	
   

  	
   

  	
   

  
	
  Destroying documents

  	
   

  	
  152

  	
   

  	
  66

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Directors’
  Liabilities

  	
   

  	
   

  	
   

  	
   

  
	
  Indemnity

  	
   

  	
  153

  	
   

  	
  67

  
	
  Insurance and Defence funding

  	
   

  	
  154

  	
   

  	
  68

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Share
  Warrants

  	
   

  	
   

  	
   

  	
   

  
	
  Issue of Share Warrants

  	
   

  	
  155

  	
   

  	
  69

  
	
  Directors can accept a certificate instead of a Share Warrant

  	
   

  	
  156

  	
   

  	
  69

  
	
  Requesting a Share Warrant

  	
   

  	
  157

  	
   

  	
  70

  
	
  Replacing Share Warrants

  	
   

  	
  158

  	
   

  	
  70

  
	
  Rights of the Bearer

  	
   

  	
  159

  	
   

  	
  70

  
	
  Bearers of Share Warrants participating in securities offers

  	
   

  	
  160

  	
   

  	
  71

  
	
  Communications with Bearers of Share Warrants

  	
   

  	
  161

  	
   

  	
  71

  
	
  Issuing shares to which the Share Warrant relates

  	
   

  	
  162

  	
   

  	
  72

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ADR
  Depositary

  	
   

  	
   

  	
   

  	
   

  
	
  ADR Depositary can appoint proxies

  	
   

  	
  163

  	
   

  	
  72

  
	
  The ADR Depositary must keep a Proxy Register

  	
   

  	
  164

  	
   

  	
  73

  
	
  Appointed Proxies can only attend General Meetings if properly
  appointed

  	
   

  	
  165

  	
   

  	
  73

  
	
  Rights of Appointed Proxies

  	
   

  	
  166

  	
   

  	
  73

  
	
  Sending information to an Appointed Proxy

  	
   

  	
  167

  	
   

  	
  73

  
	
  The Company can pay dividends to an Appointed Proxy

  	
   

  	
  168

  	
   

  	
  74

  
	
  The Proxy Register may be fixed at a certain date

  	
   

  	
  169

  	
   

  	
  74

  
	
  The nature of an Appointed Proxy’s interest

  	
   

  	
  170

  	
   

  	
  74

  
	
  Validity of the appointment of Appointed Proxies

  	
   

  	
  171

  	
   

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rights and Restrictions Attached to the B Shares

  	
   

  	
   

  	
   

  	
   

  
	
  Definitions

  	
   

  	
  172

  	
   

  	
  75

  
	
  Income

  	
   

  	
  173

  	
   

  	
  76

  
	
  Capital

  	
   

  	
  174

  	
   

  	
  77

  
	
  Redemption

  	
   

  	
  175

  	
   

  	
  77

  
	
  Initial B Share Dividend

  	
   

  	
  176

  	
   

  	
  78

  
	
  Voting at General Meetings

  	
   

  	
  177

  	
   

  	
  78

  
	
  Purchase of Shares

  	
   

  	
  178

  	
   

  	
  78

  



 


- vi -


 

















 


	
   

  	
   

  	
  Article No.

  	
   

  	
  Page No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class Rights

  	
   

  	
  179

  	
   

  	
  79

  
	
  Form

  	
   

  	
  180

  	
   

  	
  79

  
	
  Deletion of Articles 172 to 181 when no B Shares in existence

  	
   

  	
  181

  	
   

  	
  79

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rights and Restrictions Attached to the Deferred
  Shares

  	
   

  	
   

  	
   

  	
   

  
	
  Income

  	
   

  	
  182

  	
   

  	
  79

  
	
  Capital

  	
   

  	
  183

  	
   

  	
  79

  
	
  Redemption

  	
   

  	
  184

  	
   

  	
  80

  
	
  Attendance and Voting at General Meetings

  	
   

  	
  185

  	
   

  	
  80

  
	
  Form

  	
   

  	
  186

  	
   

  	
  80

  
	
  Class Rights

  	
   

  	
  187

  	
   

  	
  80

  
	
  Transfer and Purchase

  	
   

  	
  188

  	
   

  	
  81

  
	
  Deletion of Articles 182 to 189 when no Deferred Shares in existence

  	
   

  	
  189

  	
   

  	
  81

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Approved Depositaries

  	
   

  	
   

  	
   

  	
   

  
	
  Appointments

  	
   

  	
  190

  	
   

  	
  81

  
	
  Rights of Nominated Proxies

  	
   

  	
  191

  	
   

  	
  82

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Glossary

  	
   

  	
   

  	
   

  	
  83

  



 


- vii -


 
















 


Company Number: 1833679


 


The Companies
Acts


 


 


Company
Limited by Shares


 


 


ARTICLES OF
ASSOCIATION


 


Adopted on 28 July 2009 pursuant to a Special
Resolution passed on 28 July 2009.


 


of


 


VODAFONE
GROUP PUBLIC LIMITED COMPANY


 


 


PRELIMINARY
ARTICLES


 


 


1             Table A and other standard
regulations do not apply


 


The regulations in Table A of
the Companies Act 1948, and any similar regulations in the Companies Acts do not apply to the Company.


 


 


2             The meaning of words and phrases used
in the Articles


 


2.1         The following table gives the meaning of certain words and phrases as
they are used in these Articles.
However, the meaning given in the table does not apply if that is inconsistent
with the context in which a word or phrase appears. After the Articles there is a Glossary which explains
various words and phrases. The Glossary is not part of the Memorandum or Articles, and it does not affect their meaning. Throughout the
Articles, those words and
expressions explained in this Article 2.1 are printed in bold and those explained in the Glossary
are printed in italics.


 


	
  Words and
  Phrases

  	
  Meaning

  
	
   

  	
   

  
	
  Act

  	
  This means any act of Parliament, enactment or statutory legislation.

  
	
   

  	
   

  
	
  Adjusted Total of Capital and Reserves

  	
  This is defined in Article 118.2.

  



 


- 1 -


 

















 


	
  Words and
  Phrases

  	
  Meaning

  
	
   

  	
   

  
	
  ADR Depositary

  	
  A custodian or other person or persons approved by
  the directors who:  

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
  alternate
  director

  	
  This is defined in Article 119.1.

  
	
   

  	
   

  
	
  American
  Depositary Shares

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

  
	
   

  	
   

  
	
  American
  Depositary Receipts

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

  
	
   

  	
   

  
	
  Appointed
  Proxy

  	
  This is defined in Article 163.1.

  
	
   

  	
   

  
	
  Appointed
  Number

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

  
	
   

  	
   

  
	
  Approved
  Depositary

  	
  This means someone appointed:

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
  approved
  transfer

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

  
	
   

  	
   

  
	
  Articles

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

  
	
   

  	
   

  
	
  Associated
  Company

  	
  This is defined in Article 154.6.

  
	
   

  	
   

  
	
  Bearer

  	
  This is defined in Article 155.1.

  



 


- 2 -



















 


	
  Words and
  Phrases

  	
  Meaning

  
	
   

  	
   

  
	
  Borrowings

  	
  This is defined in Article 118.2.

  
	
   

  	
   

  
	
  class meeting

  	
  This is defined in Article 40.1.

  
	
   

  	
   

  
	
  Common Seal

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

  
	
   

  	
   

  
	
  Companies Act 1985

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

  
	
   

  	
   

  
	
  Companies Act 2006

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

  
	
   

  	
   

  
	
  Companies Acts

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

  
	
   

  	
   

  
	
  Companies Communications Provisions

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

  
	
   

  	
   

  
	
  company

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

  
	
   

  	
   

  
	
  company representative

  	
  This is defined in Article 80.

  
	
   

  	
   

  
	
  the Company

  	
  Vodafone Group Public Limited Company.

  
	
   

  	
   

  
	
  CREST Regulations

  	
  The Uncertificated Securities Regulations 2001.

  
	
   

  	
   

  
	
  default shares

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

  
	
   

  	
   

  
	
  Depositary Shares

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

  
	
   

  	
   

  
	
  Direct Registration Receipt

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

  
	
   

  	
   

  
	
  Direct Registration System

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

  
	
   

  	
   

  
	
  direction notice

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

  
	
   

  	
   

  
	
  elected shares

  	
  This is defined in Article 135.10.

  
	
   

  	
   

  
	
  equity securities

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

  
	
   

  	
   

  
	
  equity shares

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

  



 


- 3 -


 

















 


	
  Words and
  Phrases

  	
  Meaning

  
	
   

  	
   

  
	
  Fixed Rate Shares

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

  
	
   

  	
   

  
	
  Group

  	
  This is defined in Article 118.2, for the purposes of
  Article 118.

  
	
   

  	
   

  
	
  London Stock Exchange

  	
  London Stock Exchange plc.

  
	
   

  	
   

  
	
  Memorandum

  	
  The Memorandum of Association of the Company.

  
	
   

  	
   

  
	
  Nominated Proxy

  	
  Each person the Approved Depositary has
  appointed as a proxy under Article 190.1.

  
	
   

  	
   

  
	
  Nominated Proxy Register

  	
  This is defined in Article 190.2, for the purposes of Articles
  190 and 191.

  
	
   

  	
   

  
	
  non equity securities

  	
  Securities which are not equity
  securities.

  
	
   

  	
   

  
	
  operator

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

  
	
   

  	
   

  
	
  Ordinary Shareholder

  	
  A holder of the Company’s Ordinary
  Shares.

  
	
   

  	
   

  
	
  Ordinary Shares

  	
  Ordinary shares of US$0.113/7 each in the Company.

  
	
   

  	
   

  
	
  paid-up share or other security

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

  
	
   

  	
   

  
	
  pay

  	
  Includes any kind of reward or payment for services.

  
	
   

  	
   

  
	
  prescribed period

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

  
	
   

  	
   

  
	
  Procedural Resolution

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

  
	
   

  	
   

  
	
  proxy form

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

  
	
   

  	
   

  
	
  Proxy Register

  	
  This is defined in Article 164.1.

  
	
   

  	
   

  
	
  recognised clearing house

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

  
	
   

  	
   

  
	
  recognised investment exchange

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

  
	
   

  	
   

  
	
  Record Date

  	
  This is defined in Article 169.1, for the purposes of
  Article 169.

  
	
   

  	
   

  
	
  Record Time

  	
  This is defined in Article 191.4, for the purposes of
  Article 191.

  
	
   

  	
   

  
	
  Register

  	
  The Company’s register of
  members.

  



 


- 4 -


 

















 


	
  Words and
  Phrases

  	
  Meaning

  
	
   

  	
   

  
	
  Registered Office

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

  
	
   

  	
   

  
	
  Relevant Company

  	
  This is defined in Article 154.1, for the purposes of
  Article 154.

  
	
   

  	
   

  
	
  relevant securities

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

  
	
   

  	
   

  
	
  relevant system

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

  
	
   

  	
   

  
	
  relevant value

  	
  This is defined in Article 135.5, for the purposes of
  Article 135.

  
	
   

  	
   

  
	
  rights of any share

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

  
	
   

  	
   

  
	
  rights issue

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

  
	
   

  	
   

  
	
  Secretary

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

  
	
   

  	
   

  
	
  securities offer

  	
  This is defined in Article 160.3, for the purposes of
  Article 160.

  
	
   

  	
   

  
	
  Securities Seal

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

  
	
   

  	
   

  
	
  Share Warrant

  	
  A share warrant to bearer issued by the Company.

  
	
   

  	
   

  
	
  shareholder

  	
  A holder of the Company’s shares.

  
	
   

  	
   

  
	
  shareholders’ meeting

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

  
	
   

  	
   

  
	
  shares

  	
  Shares which are in issue
  at the relevant time.

  
	
   

  	
   

  
	
  sterling

  	
  The currency of the United Kingdom.

  
	
   

  	
   

  
	
  subsidiary

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

  
	
   

  	
   

  
	
  subsidiary undertaking

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

  
	
   

  	
   

  
	
  Substantive Resolution

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

  



 


- 5 -


 

















 


	
  Words and
  Phrases

  	
  Meaning

  
	
   

  	
   

  
	
  takeover offer

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

  
	
   

  	
   

  
	
  terms of a share

  	
  The terms on which a share
  was issued.

  
	
   

  	
   

  
	
  Transfer Office

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

  
	
   

  	
   

  
	
  UK Listing Authority

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

  
	
   

  	
   

  
	
  United Kingdom

  	
  Great Britain and Northern Ireland.

  
	
   

  	
   

  
	
  US dollars

  	
  The currency of the United States of America.

  
	
   

  	
   

  
	
  working day

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

  



 


2.2        References to a debenture include debenture stock and references to a debenture holder include a debenture stockholder.


 


2.3        Where the Articles refer to a person who is automatically entitled to a share by law, this includes a
person who is entitled to the share as a result of the death, or bankruptcy, of
a shareholder.


 


2.4        Words which refer to a single
number also refer to plural numbers, and the other way around.


 


2.5        Words which refer to males
also refer to females and to other persons.


 


2.6        References to a person or people
include companies, unincorporated associations and so on.


 


2.7        References to officers include directors, managers and
the Secretary, but not the Company’s auditors.


 


2.8        References to the directors are to the board of directors
unless the way in which directors
is used does not allow this meaning.


 


2.9        Any headings in these Articles are only included for convenience.
They do not affect the meaning of the Articles.


 


2.10      When an Act or the Articles are referred to, the version which is current at any
particular time will apply.


 


2.11      Where the Articles give any power or authority to
anybody, this power or authority can be used on any number of occasions, unless
the way in which the word is used does not allow this meaning.


 


2.12      Any word or phrase which is
defined in the Companies Acts
(excluding any modification to them by a further Act which is not in force when these Articles are adopted) means the 


 


- 6 -


 

















 


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


 


2.13      Where the Articles say that anything can be done by
passing an ordinary resolution,
this can also be done by passing a special
resolution.


 


2.14      Where the Articles refer to changing the amount of shares this means doing any or all of the
following:


 


·              subdividing the shares into other shares with a smaller nominal value;


 


·              consolidating the shares into other shares with a larger nominal value; and


 


·              dividing shares which have been consolidated into shares with a larger nominal value than the original shares had.


 


2.15      Where the Articles refer to any document being made effective this means being signed,
sealed, authenticated or executed
in some other legally valid way.


 


2.16      Where the Articles
refer to months or years, these are calendar months or years.


 


2.17      Articles which apply to fully-paid shares
can also apply to stock.
References in those Articles to share or shareholder
include stock or stockholder.


 


2.18      Where the Articles
refer to shares in certificated form, this means that
ownership of the shares can be
transferred using a transfer document (rather than in accordance with the CREST Regulations) and that a share
certificate is usually issued to the owner.


 


2.19      Where the Articles
refer to shares in uncertificated form, this means that
ownership of the shares can be
transferred in accordance with the CREST
Regulations without using a transfer document and that no share
certificate is issued to the owner.


 


2.20      Where the Articles
refer to a period of clear days,
the period does not include the date the notice is delivered, or treated as
being delivered, nor the date of the General Meeting or other relevant event.


 


2.21      The expressions “hard
copy form”, “electronic form”
and “electronic means” shall have
the same respective meanings as in the Company
Communications Provisions.


 


2.22      The term address when
used in relation to communications via electronic means  or by means of a website includes any number
or address used for the purposes of such communication.


 


2.23      Where the Articles
refer to anything that should be in writing,
this means it should be written or produced by any substitute for writing
(including anything in electronic form) or partly one and partly another.


 


 


SHARE CAPITAL


 


 


3            Form of
the Company’s share capital


 


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


 






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


 


- 7 - 

















 


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


 


 


FIXED RATE
SHARES


 


 


4            Right of
Fixed Rate Shares to profits


 


4.1        If the Company has profits which are available for
distribution and the directors resolve that these should be distributed, the
holders of the Fixed Rate Shares
are entitled, before the holders of any other class of shares, to be paid in respect of each
financial year or other accounting period of the Company a fixed cumulative
preferential dividend (“preferential dividend”)
at the rate of 7 per cent. per annum on the nominal
value of the Fixed Rate Shares which is paid up or treated as paid up.


 


4.2        Subject to Article 4.3 below, the preferential dividend will be paid yearly,
on 31 March in respect of each financial year ending on or before that
date. If this date is not a working day,
the payment will be made on the next working
day.


 


4.3        When the Company has to calculate a dividend on the Fixed Rate Shares for a period other than a
calendar year ending on 31 March (being another accounting period, the
first dividend period arising for the Fixed
Rate Shares or otherwise), the daily dividend rate will be worked
out by dividing the yearly dividend rate by 365 days. This daily rate will then
be multiplied by the actual number of days which have passed in the relevant
period, but not including the date of payment, to give the amount payable for
that period.


 


4.4        Except as provided in this
Article, the Fixed Rate Shares do
not have any other right to share in the Company’s
profits.


 


 


5            Right of
Fixed Rate Shares to capital


 


5.1        If the Company is wound
up (but in no other circumstances
involving a repayment of capital or distribution of assets to shareholders
whether by reduction of capital, redeeming
or buying back shares or
otherwise), the holders of the Fixed Rate
Shares will be entitled, before the holders of any other class of shares to:


 


·              repayment of the amount paid up or treated as paid up on the nominal
value of each Fixed Rate Share;


 


·              the
amount of any dividend which is due for payment on, or after, the date the winding  up commenced
which is payable for a period ending on or before that date. This applies even
if the dividend has not been declared or
earned;


 


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


 


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


 


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


 


 


- 8 -

















 


·              any arrears of dividend on any Fixed Rate
Shares held by them. This applies even if the dividend has not been declared or earned; and


 


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


 


5.2        If there is a winding up to which Article 5.1
applies, and there is not enough to pay the amounts due on the Fixed Rate Shares, the holders of the Fixed Rate Shares will share what is
available in proportion to the amounts to which they would otherwise be
entitled. The holders of the Fixed Rate
Shares will be given preference over the holders of other classes of
shares which rank behind them in sharing in the Company’s  assets.


 


5.3        Except as provided in this Article 5,
the Fixed Rate Shares do not have
any other right to share in the Company’s
surplus assets.


 


 


6            Voting rights
of Fixed Rate Shares


 


6.1        The holders of the Fixed Rate Shares are only entitled to
receive notice of General Meetings, or to attend, speak and vote at General
Meetings, as set out below.


 


·              If a resolution is to be
proposed at the General Meeting to wind up
the Company, they are entitled to
receive notice of the General Meeting and can attend, but are not entitled to
speak or vote.


 


·              If a resolution is to be
proposed at the General Meeting which would vary or abrogate
the rights attached to the Fixed Rate Shares, they are entitled to receive notice of
the General Meeting and are entitled to attend, speak and vote but only in respect
of such resolution or any motion to adjourn
the General Meeting before such resolution is voted on.


 


6.2        If the holders of the Fixed Rate Shares are entitled to vote at a
General Meeting, each holder present in person or by proxy (or, being a company,
by a company
representative) has one vote on a show of hands and on a poll
every holder who is present in person or by proxy
(or, being a company, by a company representative)
shall have one vote in respect of each fully
paid  Fixed Rate Share.


 


 


7            Varying the
rights of Fixed Rate Shares


 


The rights
of the holders of the Fixed Rate Shares
will be regarded as being varied or abrogated
if any resolution is passed for the reduction of the amount of capital paid up
on the Fixed Rate Shares but not
for the repayment of the Fixed Rate Shares
at par.


 


Accordingly, this can only take place if:


 


·              holders of at least
three quarters in nominal value of the Fixed Rate Shares agree in writing; or


 


·              a special resolution is passed at a separate class meeting by the holders of the Fixed Rate
Shares approving the proposal,


 


in accordance with Article 40.


 


- 9 -


 

















 


CHANGING
CAPITAL


 


 


8            The power to
increase capital


 


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


 


·              amount of the increase;


 


·              nominal
value of the new shares; and


 


·              currency or currencies in
which the nominal value of such
shares is to be expressed.


 


 


9            Application
of the Articles to new shares


 


The provisions of the Articles about allotment,
payment of calls, transfers, automatic  entitlement
by law, forfeiture, lien and all other things apply to new shares under Article 8 in the same way
as if they were part of the Company’s
existing share capital.


 


 


10          The power to
change capital


 


The shareholders
can pass ordinary resolutions to
do any of the following:


 


·             consolidate, or consolidate and then divide, all or any
part of the Company’s share
capital into new shares of a
larger nominal value than the
existing shares;


 


·             cancel any shares which
have not been taken, or agreed to be taken, by any person at the date of the
resolution, and reduce the amount of the Company’s
share capital by the amount of the cancelled shares;


 


·             divide some or all of the shares
into shares which are of a smaller
nominal value than is fixed in
the Memorandum. This is subject to any restrictions under the Companies Acts. The resolution can provide
that, as between the shares
resulting from such sub-division,
different rights and restrictions
which the Company can apply to new
shares may apply to all or any of
the different divided shares.


 


 


11          Fractions of
shares


 


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


 


- 10 -


 
















 


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


 


 


12                             The power to
reduce capital


 


The Company’s shareholders
can pass a special resolution to
reduce in any way:


 


·                                          the Company’s share
capital; or


 


·                                          any capital redemption reserve, share premium account or other
undistributable reserve.


 


This is subject
to any restrictions under the Companies Acts.


 


 


13                             Buying back
shares


 


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


 


 


SHARES


 


 


14                             The special
rights of new shares


 


14.1                 If the Company  issues
new shares, the new shares can have any rights or restrictions attached to them.
The rights can take priority over
the rights of existing shares, or existing shares can take priority over them, or the
new shares and the existing shares can rank
equally. These rights and
restrictions can apply to sharing in the Company’s
profits or assets. Other rights and restrictions can also apply, for
example to the right to vote.


 


14.2                 The powers conferred by Article 14.1
are subject to the provisions of Article 14.5.


 


14.3                 The rights and restrictions referred to in Article 14.1 can
be decided by an ordinary resolution
passed by the shareholders. The
directors can also take these decisions if they do not conflict with any
resolution passed by the shareholders.


 


14.4                 If the Companies Acts allow this, the rights of any new shares can include rights for the holder and/or the Company to have them redeemed.


 


14.5                 The ability to attach
particular rights and restrictions
to new shares may be restricted by
special  rights previously given to holders of any
existing shares.


 


- 11 -


 

















 


15                             The directors’
power to deal with shares


 


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


 


·                                        allot them on any terms, which can
include the right to transfer the allotment
to another person before any person has been entered on the Register. This is known as the right to renounce the allotment (see also Article 18);


 


·                                        grant options to give people a
right to acquire shares in the
future; or


 


·                                        dispose of the shares in any other way.


 


15.2                 The directors are free to
decide with whom they deal, when they deal with the shares, and the terms on which they deal.


 


15.3                 For the purposes of Article 15.1,
the directors must comply with:


 


·                                        the provisions of the Companies Acts relating to authority, pre-emption rights and other matters; and


 


·                                        any resolution of a General
Meeting which is passed under the Companies
Acts.


 


 


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


 


16.1                 This Article regulates
the authority of the directors to allot relevant securities and their power to allot equity
securities for cash.


 


16.2                 The directors are authorised,
generally and without conditions, under Section 80 of the Companies Act 1985, to allot  relevant
securities. They are authorised to allot
them for any prescribed period.
The maximum amount of relevant securities
which the directors can allot in
each prescribed period is the Section 80 Amount.


 


16.3                 Under the directors’ general
authority in Article 16.2, they have the power to allot equity
securities, entirely paid for in cash, free of the restriction in Section 89(1) of
the Companies Act 1985. They have
the power to allot them for any prescribed period. There is no maximum
amount of equity securities which
the directors can allot when the allotment is in connection with a rights issue. In all
other cases, the maximum amount of equity
securities which the directors can allot
is the Section 89 Amount.


 


16.4                 During any prescribed period, the directors can make
offers and enter into agreements which would, or might, require shares or other securities to be allotted
after that period has ended.


 


16.5                 For the purposes of this
Article:


 


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


 


(i)                                  Ordinary
Shares, in proportion to their holdings of Ordinary
Shares; and


 


(ii)                               other classes of equity
securities or non equity
securities which give them the right to receive the offer in
accordance with their rights.


 


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


 


- 12 -


 

















 


·                                       sell any fractions of equity securities to which people would be
entitled and keep the net proceeds for the Company’s
benefit or make other appropriate arrangements to deal with such fractions;


 


·                                       make the rights issue subject to any limits or restrictions
which the directors think are necessary or appropriate to deal with legal or
practical problems under the laws of any territory, or under the requirements
of any recognised regulatory body, or stock exchange, in any territory or as a
result of shares being represented
by American Depositary Shares; or


 


·                                       treat a shareholder’s holdings in certificated form and uncertificated form as separate
shareholdings.


 


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


 


·                                       an ordinary resolution fixing a period under  Article 16.2; or


 


·                                       a special resolution fixing a period under Article 16.3;
or


 


·                                       a special resolution fixing identical periods under Article 16.2
and under Article 16.3; or


 


·                                       a special resolution fixing different periods under Article 16.2
and under Article 16.3.


 


·                                        The Section 80 Amount for the first prescribed period is that fixed at the
Extraordinary General Meeting of the Company
held on 24 May 1999, being U.S.$816,000,000. For any subsequent prescribed period the Section 80 Amount is that stated in a
relevant resolution passed by the shareholders
at a General Meeting.


 


·                                        The Section 89 Amount for the first prescribed period is that fixed at the
Extraordinary General Meeting of the Company
held on 24 May 1999, being U.S.$30,223,864. For any subsequent prescribed period the Section 89 Amount is that stated in a
relevant special resolution
passed by the shareholders at a
General Meeting.


 


·                                        In working out any maximum
amounts of securities referred to
in this Article, the nominal value
of rights to subscribe for shares, or to convert any securities into shares, will be taken as the nominal
value of the shares
which would be allotted if the subscription or conversion takes place.


 


 


17                             Power to pay
commission and brokerage


 


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


 


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


 


- 13 -


 

















 


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


 


17.2                 The rate per cent or amount of
the commission paid or agreed to be paid must be disclosed as required by the Companies Acts and must not exceed 10 per
cent of the price at which the shares
in respect of which the commission is paid are issued
(or an equivalent amount).


 


 


18                             Renunciations
of allotted but unissued shares


 


Where a share
has been allotted to a person but
that person has not yet been entered on the Register,
the directors can recognise a transfer (called a renunciation) by that person of his right to the share in favour of some other person. The
ability to renounce allotments
only applies if the terms on which the share
is allotted are consistent with renunciation. The directors can impose
terms and conditions regulating renunciation
rights and can allow renunciation
rights to be participating securities (as defined in the CREST Regulations) in their own right.


 


 


19                             No trusts or
similar interests recognised


 


19.1                 The Company will only be affected by, or recognise, a current and
absolute right to whole shares.
The fact that any share, or any
part of a share, may not be owned
outright by the registered owner is not of any concern to the Company, for example if a share is held on any kind of trust.


 


19.2                 The only exception to what is
said in Article 19.1 is for
any right:


 


·                                        which is expressly given by
these Articles; or


 


·                                        which the Company has a legal duty to recognise.


 


 


SHARES IN
UNCERTIFICATED FORM


 


 


20                             Holding
shares in uncertificated form and effect of the CREST Regulations


 


20.1                 Subject to the Articles and so far as the Companies Acts allow this, the directors
can decide that any class of shares
can:


 


·                                        be held in uncertificated form and that title to such shares can be transferred using a relevant system; or


 


·                                        no longer be held and
transferred in uncertificated form.


 


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


 


·                                        holding of shares of that class in uncertificated form;


 


·                                        transfer of title to shares of that class by means of a relevant system; or


 


·                                        CREST
Regulations.


 


- 14 -


 

















 


SHARE
CERTIFICATES


 


 


21                             Certificates


 


21.1                 When a shareholder is first registered as the
holder of any class of shares in  certificated
form, he is entitled to receive, free of charge, one certificate for
all the shares in  certificated
form of that class which he holds. If he holds shares of more than one class in  certificated
form, he is entitled to receive a separate share certificate for
each class.


 


21.2                 The Company must also observe any requirements of the CREST Regulations when issuing share
certificates. Where the Companies Acts
allow, the Company does not need
to issue share certificates.


 


21.3                 If a shareholder receives more shares in certificated
form of any class he is entitled, without charge, to another
certificate for the additional shares.


 


21.4                 If a shareholder transfers part of his shares covered by a certificate, he is entitled,
free of charge, to a new certificate for the balance if the balance is also
held in certificated form. The old
certificate will be cancelled.


 


21.5                 The Company does not have to issue more than one certificate for
any share in  certificated
form, even if that share
is held jointly.


 


21.6                 When the Company delivers a certificate to one joint
holder of shares in  certificated
form, this is treated as delivery to all of the joint shareholders.


 


21.7                 If requested in writing to do
so, the Company can deliver a
certificate to a broker or agent
who is acting for a person who is buying shares
in certificated form, or who is
having shares transferred to him
in certificated form.


 


21.8                 The directors can decide how
share certificates are made effective. For example, they can be:


 


·                                        signed by two directors or one
director and the Secretary;


 


·                                        sealed with the Common Seal or the Securities Seal  (or in the case of shares on a branch Register, an official seal for use in the
relevant territory); or


 


·                                        printed, in any way, with a
copy of the signature of those directors and the Secretary. The copy can be made or produced mechanically,
electronically or in any other way the directors approve.


 


21.9                 A share certificate must state
the number and class of shares to
which it relates and the amount paid-up
on those shares. It cannot be for shares of more than one class.


 


21.10         If all the issued  shares
of the Company, or a particular
class of shares, are fully paid up
and rank equally with each other
for all purposes, none of those shares
will (unless the directors pass a resolution to the contrary) have a
distinguishing number as long as it remains fully
paid up and ranks equally for all purposes with all
the shares of the same class which
are issued and fully paid up.


 


21.11          The time limit for the Company to prepare a share certificate for shares in certificated
form is:


 


·                                        one month after the allotment of a new share;


 


- 15 -


 

















 


·                                        five working days after a valid transfer of fully-paid  shares is presented for registration;


 


·                                        two months after a valid
transfer of partly-paid  shares is presented for registration; or


 


·                                        where a request relating to Share Warrants has been made in accordance
with Article 162.1, as set out in Article 162.3.


 


21.12         Article 21.11 only applies to the extent that the terms of issue of
shares do not provide otherwise.


 


21.13         Share certificates will also
be prepared and sent earlier where either the London
Stock Exchange or the UK Listing
Authority requires it.


 


 


22                             Replacement
share certificates


 


22.1                 If a shareholder has four or more share
certificates for shares of the
same class which are in certificated form,
he can ask the Company for these
to be cancelled and replaced by a single new certificate. The Company must comply with this request,
without making a charge for doing so.


 


22.2                 A shareholder can ask the Company
to cancel and replace a single share certificate with two or more certificates,
for the same total number of shares.
The Company, upon the payment by
the shareholder of a reasonable
sum determined by the directors, must comply with this request.


 


22.3                 A shareholder can ask the Company
for a new certificate if the original is:


 


·                                        damaged or defaced; or


 


·                                        lost, stolen, or destroyed.


 


22.4                 If a certificate has been
damaged or defaced, the Company
can require satisfactory evidence and for the certificate to be delivered to it
before issuing a replacement. If a certificate is lost, stolen or destroyed,
the Company can require
satisfactory evidence, together with an indemnity,
before issuing a replacement. In each case the directors can impose such other
terms as they think fit.


 


22.5                 The directors can require the shareholder to pay the Company’s exceptional out-of-pocket
expenses for issuing any share certificates under Article 22.3.


 


22.6                 Any one joint shareholder can request replacement
certificates under this Article.


 


 


CALLS ON
SHARES


 


 


23                             The directors
can make calls on shares


 


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


 


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


 


- 16 -


 

















 


·                                        decide when and where the
money is to be paid;


 


·                                        decide that the money can be
paid by instalments; or


 


·                                        wholly or partly revoke or postpone any call.


 


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


 


 


24                             The liability
for calls


 


24.1                    A shareholder who has received at least 14 days’ notice giving
details of the amount called, the time (or times) and place or address for
payment must pay the call as required
by the notice. Joint shareholders
are liable jointly and severally
to pay any money called for in
respect of their shares.


 


24.2                    A shareholder due to pay the amount called shall still have to pay the call even if, after the call was made, he transfers the shares to which the call related.


 


 


25                             Interest and
expenses on unpaid calls


 


If a call
is made and the money due remains unpaid, the shareholder
is liable to pay interest on the money and any expenses incurred by the Company because of his failure to pay the call on time. The interest will run from
the day the money is due until it has actually been paid. The yearly interest
rate will be a reasonable rate fixed by the directors (or, where they do not
fix a reasonable rate, 10 per cent). The directors can decide not to charge any
or all of such expenses and interest.


 


 


26                             Sums which
are payable when a share is allotted are treated as a call


 


If the terms of a
share require any money to be paid at the time the share is allotted,
or at any fixed date (whether in relation to the nominal value of the shares
or any premium which may apply),
then the liability to pay the
money will be treated in the same way as a liability
for a valid call for money on shares which is due on the same date. If
this money is not paid, everything in the Articles
relating to non-payment of calls
applies. This includes Articles
which allow the Company to forfeit or sell shares and to claim interest.


 


 


27                             Calls can be
for different amounts


 


On an issue
of shares, if the terms of such shares allow, the directors can decide that allottees or the subsequent holders of
such shares can be called on to pay different amounts, or
that they can be called on at
different times.


 


 


28                             Paying calls
early


 


28.1                 The directors can accept
payment in advance of some or all of the money due from a shareholder before he is called on to pay the money. The directors
can agree to pay interest on money paid in advance until it would otherwise be
due to the Company at a rate (up
to a maximum yearly interest rate of 10 per cent) agreed between the directors
and the shareholder.


 


- 17 -


 

















 


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


 


 


FORFEITING
SHARES


 


 


29                             Notice
following non-payment of a call


 


Articles 29 to 39 apply if a shareholder fails to pay the whole amount
of a call, or an instalment of a call, by the date on which it is due. The
directors can serve a notice on him any time after the date on which the call or the instalment is due, if the
whole amount immediately due has not been paid.


 


 


30                             Contents of
the notice


 


A notice served under Article 29 must:


 


·                                        demand payment of the amount
immediately payable, plus any interest;


 


·                                        give a date by when the total
must be paid, but this must be at least 14 days after the notice is served on
the shareholder;


 


·                                        state where the payment(s) must
be made; and


 


·                                        state that if the full amount
demanded is not paid by the time and at the place or address stated, the Company can forfeit the shares
on which the call or instalment
was due.


 


 


31                             Forfeiture if
the notice is not complied with


 


If a notice served under Article 29 is not
complied with, the shares to which
it relates can be forfeited at
any time while any amount (including interest) is still outstanding. This is
done by the directors passing a resolution stating that the shares have been forfeited.


 


 


32                             Forfeiture
will include unpaid dividends


 


All dividends which are due on (and other money payable in respect of)
the forfeited  shares, but not yet paid, will also be forfeited.


 


 


33                             Dealing with
forfeited shares


 


33.1                 The directors can sell,
dispose of or re-allot any forfeited  share on any terms and in any way that they decide. The Company may keep the consideration received
from doing this.  The directors
can, if necessary, authorise any person to transfer a forfeited  share to any other person and may cause such other person to
be registered as the holder of the share.


 


33.2                 The new shareholder’s ownership of the share will not be affected if the steps
taken to forfeit the share, or the sale or disposal of the share, were invalid or irregular, or if
anything that should have been done was not done, and the new shareholder is not obliged to enquire as to
how the purchase money (if any) is used.


 


- 18 -


 

















 


34                             Cancelling
forfeiture


 


34.1                 After a share has been forfeited, the directors can cancel the forfeiture. But they can only do this
before the share has been sold, re-allotted or disposed of. This can be on
any terms that they decide.


 


34.2                 If a share has not been sold or disposed of
after three years from the date of forfeiture,
the directors must cancel the share.


 


 


35                             The position
of shareholders after forfeiture


 


35.1                 A shareholder loses all rights in connection with forfeited  shares. If the shares
are in certificated form, he must
surrender any certificate for those shares
to the Company for cancellation. A
person is still liable to pay calls
which have been made, but not paid, before the forfeiture
of his shares. He must also pay
interest on the unpaid amount (at the rate of interest which was payable on the
unpaid amount before the forfeiture)
until it is paid. If no interest was payable before the forfeiture on the unpaid amount, the
directors can fix the rate of interest on the unpaid amount, but it must not be
more than 10 per cent a year,  until
it is paid.


 


35.2                 The shareholder continues to be liable for all claims and demands
which the Company could have made
relating to the forfeited  share. He is not entitled to any credit for
the value of the share when it was
forfeited or for money received
by the Company under Article 33,
unless the directors decide to allow credit for all or any of that value. The
directors may also decide to waive any payment due either completely or in
part.


 


 


LIENS ON
PARTLY PAID SHARES


 


 


36                             The Company’s
lien on shares


 


The Company
has a lien on all partly-paid
shares.
This lien has priority over
claims of others to the shares and
extends to all dividends and other money payable on the shares or in respect of them. This lien is for any money owed to the Company for the shares. The directors can decide to give up any lien which has arisen or that any share for a specified period of time be
entirely or partly exempt from this Article. They can also decide to suspend
any lien which would otherwise
apply to particular shares. Unless
otherwise agreed, the registration of a transfer of any share over which the Company has a lien shall operate as a waiver of that lien.


 


 


37                             Enforcing the
lien by selling the shares


 


37.1                 If the directors want to
enforce the lien referred to in Article 36,
they can sell some or all of the shares
in any way they decide. The directors can authorise someone to transfer the shares sold. But they cannot sell the shares until all of the following
conditions are met:


 


·                                        the money owed by the shareholder must be immediately payable;


 


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


 


- 19 -


 

















 


·                                        the notice in writing must
have been sent to or served on the shareholder,
or on any person who is automatically
entitled to the shares by law;
and


 


·                                        the money has not been paid by
at least 14 days after the notice has been served.


 


37.2                 The new shareholder’s ownership of the share will not be affected if the sale or
disposal of the share was invalid
or irregular, or if anything that should have been done was not done and is not
obliged to enquire as to how the purchase money (if any) is used.


 


 


38                             Using the
proceeds of the sale


 


If the directors sell any shares under Article 37, the net proceeds will first be
used to pay off the amount which is then payable to the Company. The directors will pay any money
left over to the former shareholder,
or to any person who would otherwise be automatically
entitled to the shares by law
provided that the Company’s  lien will also apply to any money left
over, to cover any money still due to the Company
which is not yet payable: the Company
has the same rights over this money as it had over the shares immediately before they were sold.
If the shares are in certificated form, the Company need not pay over anything left
under this Article until the certificate representing the shares sold has been delivered to the Company for cancellation.


 


 


39                             Evidence of
forfeiture or enforcement of lien


 


A director, or the Secretary,
can make a statutory declaration
declaring:


 


·                                        that he is a director or the Secretary of the Company;


 


·                                        that a share has been properly forfeited or sold to satisfy a lien under the Articles; and


 


·                                        when the share was forfeited
or sold.


 


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


 


 


CHANGING
SHARE RIGHTS


 


 


40                             Changing the
special rights of shares


 


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


 


40.2                 The special rights of a class of shares can be varied or abrogated
while the Company is a going
concern, or while the Company is
being wound up, or if winding up is being considered.


 


- 20 -


 






 


 












 


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


 


·                                        At least two people who hold
(or who act as proxies for) at
least one third of the total nominal value
of the existing shares of the
class are a quorum. However, if
this quorum is not present at an adjourned  class meeting, one person who holds shares of the class, or his proxy,
is a quorum, regardless of the
number of shares he holds.


 


·                                        Anybody who is personally present,
or who is represented by a proxy,
can demand a poll.


 


·                                        On a poll, the holders of shares will have one vote for every share of the class which they hold.


 


40.4                 This Article also applies
to the variation or abrogation of
special rights of shares forming part of a class. Each part
of the class which is being treated differently is viewed as a separate class
in operating this Article.


 


 


41                             More about
the special rights of shares


 


The special rights
of shares or of any class of shares are not regarded as varied or abrogated if:


 


·                                        new shares are created, or issued,
which rank equally with or behind
those shares or that class of shares in sharing in profits or assets of the Company;


 


·                                        the Company  redeems
or buys back its own shares.


 


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


 


 


TRANSFERRING
SHARES


 


 


42                             Share
transfers


 


42.1                 Unless the Articles provide otherwise, any shareholder can transfer some or all of his
shares to another person.


 


42.2                 Every transfer of shares in certificated
form must be in writing, and either in the usual standard form, or
in any other form approved by the directors.


 


42.3                 Transfers of uncertificated  shares are to be carried out using a relevant system and
must comply with the CREST Regulations.


 


 


43                             More about
transfers of shares in certificated form


 


43.1                 The transfer form for shares in certificated
form must be delivered to the Transfer
Office (or any other place the directors may decide). The directors
may refuse to recognise a transfer unless the transfer form:


 


- 21 -


 

















 


·                                        has with it the share
certificate for the shares to be
transferred and any other evidence which the directors ask for to prove that
the person wishing to make the transfer is entitled to do this;


 


·                                        is properly stamped (for
payment of stamp duty) where this is required;


 


·                                        is being used to transfer only
one class of shares; and


 


·                                        is in favour of not more than
four joint holders.


 


43.2                 However, if a transfer is by a
recognised clearing house
or its nominee or by a recognised
investment exchange, a share certificate is only needed if a
certificate has been issued for the shares
in question.


 


43.3                 If the share being transferred is a fully paid-up
share, a share transfer form must
be signed by the person making the transfer. If the transfer is being made by a
company, the share transfer form does not need to be under that company’s seal.


 


43.4                 If the share being transferred is not a fully paid-up
share a share transfer form must
also be signed by the person to whom the share
is being transferred. If the transfer is being made to a company, the transfer form does not need to
be under that company’s seal.


 


43.5                 The person making a transfer
of shares will be treated as
continuing to be the shareholder
until the name of the person to whom a share
is being transferred is put on the Register
for that share.


 


43.6                 No fee is payable to the Company for transferring shares or registering changes relating to
the ownership of shares.


 


 


44                             The Company
can refuse to register certain transfers


 


44.1                 The directors can refuse to
register a transfer of any shares
in certificated form which are not
fully paid-up.
If any of those shares are
admitted to the official list maintained by the UK Listing Authority, the directors cannot refuse to register
a transfer if this would stop dealings in the shares
from taking place on an open and proper basis.


 


44.2                    If the directors decide not to
register a transfer of a share,
they must notify in writing the person to whom such share was to be  transferred
and the person intending to transfer such share,
of the decision not to register the transfer. Such notice shall give reasons
for the decision to refuse registration. This must be done no later than two
months after the Company receives
either the transfer (in the case of a share
in certificated form) or the
operator instruction (in the case of a share
in uncertificated form).


 


 


45                             Closing the
Register


 


The directors can decide to suspend the registration
of transfers by closing the Register.
This can be for part of a day, a day, or more than a day. Suspension periods
can vary between different classes of shares.
But the Register cannot be closed
for more than 30 days a year. In the case of shares
in uncertificated form, the Register must not be closed without the
consent of the operator of a relevant system.


 


- 22 -


 

















 


46                             Overseas branch registers


 


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


 


 


PERSONS
AUTOMATICALLY ENTITLED TO SHARES BY LAW


 


 


47                             When a shareholder dies


 


47.1                    When a sole shareholder dies (or a shareholder who is the last survivor of
joint shareholders dies), his
legal personal representatives
will be the only people whom the Company
will recognise as being entitled to his shares.


 


47.2                    If a shareholder who is a joint shareholder dies, the remaining joint shareholder or shareholders will be the only people who the Company will recognise as being entitled to
his shares.


 


47.3                    This Article does not
discharge the estate of any joint shareholder
from any liability.


 


 


48                             Registering personal representatives


 


A person who becomes automatically
entitled to a share by law
can either be registered as the shareholder,
or can select some other person to whom the share
is to be transferred. The person who is automatically
entitled by law must provide any evidence of his entitlement which
is reasonably required by the directors.


 


 


49                             A person who wants to be registered must give notice


 


If a person who is automatically
entitled to shares by law
wants to be registered as a shareholder,
he must deliver or send a notice to the Company
saying that he has made this decision. He must sign or authenticate this notice
in accordance with Article 147, and it must be in the form which the
directors require. This notice will be treated as a transfer form and all of
the provisions of these Articles
about registering transfers of shares
apply to it. The directors have the same power to refuse to register the automatically entitled person as they
would have had in deciding whether to register a transfer by the person who was
previously entitled to the shares.


 


 


50                             Having another person registered


 


If a person who is automatically
entitled to a share by law
wants the share to be transferred
to another person, he must do the following:


 


·                                        for a share in certificated
form sign a transfer form to the person he has selected; and


 


·                                        for a share in uncertificated
form transfer such share
using a relevant system.


 


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


 


- 23 -


 

















 


51                             The rights of people automatically entitled to shares by law


 


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


 


51.2                 Unless and until he is
registered as a shareholder the
person automatically entitled to a share by law is not entitled:


 


·                                        to receive notices of General
Meetings, or to attend or vote at these meetings; and


 


·                                        (subject to Article 51.1) to any of the other rights and
benefits of being a shareholder,


 


unless the directors decide to allow this.


 


 


SHAREHOLDERS WHO CANNOT BE TRACED


 


 


52                             Shareholder who cannot be traced


 


52.1                 The Company can sell any shares
at the best price reasonably obtainable if:


 


·                                          during the previous 12 years,
at least three dividends on the shares
have been payable and none has been claimed;


 


·                                          after this 12-year period, the
Company announces that it intends
to sell the shares by placing an
advertisement in a United Kingdom
national newspaper and in a newspaper appearing in the area which includes the
address held by the Company for
serving notices relating to the shares;
and


 


·                                          during this 12-year period,
and for three months after the last advertisement appears in the newspapers,
the Company has received no
indication as to the whereabouts or existence of the shareholder or any person who is automatically entitled to the shares
by law.


 


52.2                 To sell any shares in this way, the Company can authorise any person to
transfer the shares. This transfer
will be just as effective as if it had been made by the registered holder of
the shares, or by a person who is automatically entitled to the shares by law. The ownership of
the person to whom the shares are
transferred will not be affected even if the sale is irregular or invalid in
any way.


 


52.3                 The net sale proceeds belong
to the Company until claimed under
this Article, but it must pay these to the shareholder
who could not be traced, or to the person who is automatically entitled to the shares
by law, if that shareholder,
or that other person, asks for it.


 


52.4                 The Company must record the name of that shareholder, or the person who was automatically entitled to the shares by law, as a creditor for
this money in its accounts. The money is not held on trust, and no interest is payable on the money. The Company can keep any money which it has
earned on the net sale proceeds. The Company
can use the money for its business, or it can invest the money in any way that
the directors decide. But 


 


- 24 -


 

















 


the money cannot be invested in the Company’s  shares,
or in the shares of any holding company of the Company.


 


52.5                 In the case of uncertificated  shares, this Article is subject
to any restrictions which apply under the CREST Regulations.


 


 


GENERAL
MEETINGS


 


 


53                             The Annual General Meeting


 


Except as provided in the Companies Acts, the Company
must hold an Annual General Meeting once in each period of six months beginning
with the day following the Company’s
accounting reference date, in addition to any other General Meetings which are
held in the year. The notice calling the Annual General Meeting must say that
the meeting is the Annual General Meeting. The Annual General Meeting must be
held in accordance with the Companies Acts.
The directors must decide when and where to hold the Annual General Meeting.


 


 


54                             Calling a General Meeting


 


The directors can decide to call a General Meeting at
any time. General Meetings must also be called promptly in response to a requisition by shareholders under the Companies
Acts. If a General Meeting is not called in response to such a
request by shareholders, it can be
called by the shareholders who
requested the General Meeting in accordance with the Companies Acts. Any General Meeting requisitioned in this way by shareholders shall be called in the same manner as nearly as
possible to that in which General Meetings are called by the directors. The
directors must decide when and where to hold a General Meeting.


 


 


55                             Notice of General Meetings


 


55.1                 At least 21 clear days’ notice
in writing  must be given for
every Annual General Meeting. For every other General Meeting at least 14 clear
days’ notice in writing must be given.


 


However, a shorter period of notice can be given:


 


·                                        for an Annual General Meeting,
if all the shareholders entitled
to attend and vote agree; or


 


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


 


55.2                 Any notice of General Meeting
must state:


 


·                                        where the General Meeting is
to be held;


 


·                                        the date and time of the
General Meeting;


 


·                                        the general nature of the
business of the General Meeting;


 


·                                        if any resolution will be
proposed as a special resolution;
and


 


- 25 -


 

















 


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


 


55.3                 Notices of General Meetings
must be given to the shareholders,
except in cases where the Articles
or the rights attached to the shares state that the holders are not
entitled to receive them from the Company.
Notice must also be given to the Company’s
auditors. The day when the notice is served (see Article 144), or is
treated as served, and the day of the General Meeting do not count towards the
period of notice. In relation to any class of shares
some of which are in uncertificated form
the Company can decide that only
people who are entered on the Register
at the close of business on a particular day are entitled to receive such a
notice. That day shall be a day chosen by the Company
and falling not more than 21 days before the notice is sent.


 


55.4                 Unless the Companies Act 2006 does not require it, the
Company must, on the requisition
in writing of such number of shareholders
as is specified in the Companies Act 2006,
send to shareholders:


 


·                                        entitled to receive notice of
the next Annual General Meeting notice of any resolution which may properly be
proposed and is intended to be proposed at that meeting; and


 


·                                        entitled to receive notice of
any General Meeting any statement of not more than one thousand words with
respect to the matter referred to in any proposed resolution or the business to
be dealt with at that meeting.


 


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


 


 


PROCEEDINGS
AT GENERAL MEETINGS


 


 


56                             The chairman of a General Meeting


 


56.1                 The Chairman of the directors
will be the chairman at every General Meeting, if he is present and willing to
take the chair.


 


56.2                 If the Company does not have a Chairman, or if the
Chairman is not present and willing to chair the General Meeting, a Deputy
Chairman will chair the meeting if he is present and willing to take the chair.


 


56.3                 Where there is more than one
Deputy Chairman at a General Meeting and there is more than one present, and
the Chairman is not there, the Deputy Chairman to take the chair will be the
longest serving Deputy Chairman present.


 


56.4                 If the Company does not have a Chairman or a
Deputy Chairman, or if neither the Chairman or any Deputy Chairman are present
and willing to chair the General Meeting, after waiting ten minutes from the
time that a meeting is due to start, the directors who are present will choose
one of themselves to act as chairman. If there is only one director present, he
will be chairman if he is willing.


 


- 26 -


 

















 


56.5                 If there is no director
present and willing to be chairman, then a shareholder
may be elected to be the chairman by a resolution of the Company passed at the General Meeting.


 


56.6                 To avoid any doubt, nothing in
these Articles restricts or
excludes any of the powers or rights of a chairman of a meeting which are given
by the general law.


 


 


57                             Security, and other arrangements at General Meetings


 


Either the chairman of a General Meeting, or the Secretary, can take any action he considers
necessary (including adjourning
the General Meeting) for:


 


·                                        the safety of people attending
a General Meeting (for example, if there is not enough room for the shareholders and proxies who want to attend the General Meeting); or


 


·                                        proper and orderly conduct at
a General Meeting (for example, where the behaviour of someone present could
prevent the business of the General Meeting being carried out in an orderly
way); or


 


·                                        any other reason to make sure
that the business of the General Meeting can be properly carried out.


 


Where the chairman of a General Meeting or the Secretary decides to adjourn a General
Meeting in this way, he can adjourn the General Meeting to a time, date and
place he decides (or indefinitely). He does not need the agreement of those
present at the General Meeting to do this.


 


 


58                             Overflow meeting rooms


 


The directors can arrange for any people who they
consider cannot be seated in the main meeting room, where the chairman will be,
to attend and take part in a General Meeting in an overflow room or rooms. Any
overflow room must have a live video and two way sound link with the main room
for the General Meeting, where the chairman will be. The video and sound link
must enable those in all the rooms to see and hear what is going on in the
other rooms. The notice of the General Meeting does not have to give details of
any arrangements under this Article. The directors can decide on how to divide
people between the main room and any overflow room. If any overflow room is
used, the General Meeting will be treated as being held, and taking place, in
the main room.


 


 


59                             The quorum needed for General Meetings


 


Before a General Meeting starts to conduct business,
there must be a quorum present.
If there is not, the meeting cannot carry out any business. Unless other
Articles say otherwise, a quorum
for all purposes is two people who are entitled to vote. They can be personally
present or proxies for shareholders or duly authorised company  representatives
or a combination of shareholders,
duly authorised company  representatives
for companies and proxies.


 


- 27 -


 

















 


60                             The procedure if there is no quorum


 


60.1                 This Article 60 applies
if a quorum is not present either
within 30 minutes of the time fixed for a General Meeting to start or within
any longer period (being no longer than an hour from the time fixed for the
General Meeting to start) on which the chairman may decide and if during the
meeting a quorum ceases to be
present. If the General Meeting was called by shareholders
it is cancelled. Any other General Meeting is adjourned
to the same day in the next week (or if that day is a public holiday, then the
next day which is not a Saturday, Sunday or public holiday) at the same time
and place or to any other day and time and place which the directors decide.


 


60.2                 If a quorum is not present within 15 minutes of
the time fixed for the start of the adjourned
meeting, the adjourned General
Meeting shall be cancelled.


 


 


61                             Adjourning meetings


 


61.1                 Subject to Article 57, the chairman
of a General Meeting can adjourn
a meeting which has a quorum
present, if this is agreed by those present at the General Meeting. This can be
to a time, date and place proposed by the chairman or may be an indefinite adjournment. The chairman must adjourn the General Meeting if the General
Meeting directs him to. In these circumstances the General Meeting will decide
how long the adjournment will be,
and where it will adjourn to. If
a General Meeting is adjourned
indefinitely, the directors will fix the time, date and place of the adjourned General Meeting.


 


61.2                 General Meetings can be adjourned more than once. But if a General
Meeting is adjourned for more
than 30 days or indefinitely, at least seven days’ notice must be given of the adjourned General Meeting in the same way
as was required for the original General Meeting. If a General Meeting is adjourned for less than 30 days, there is
no need to give notice of the adjourned
General Meeting, or about the business to be considered there.


 


61.3                 An adjourned General Meeting can only deal with business that
could have been dealt with at the original General Meeting before it was adjourned.


 


 


62                             Amending resolutions


 


If the chairman of a General Meeting, acting in good
faith, rules an amendment to a resolution out of order, any error in that
ruling will not affect the validity of a vote on the original resolution.


 


 


VOTING
PROCEDURES


 


 


63                             How votes are taken


 


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


 


·                                        the chairman of the General
Meeting;


 


- 28 -


 

















 


·                                        at least two shareholders at the General Meeting
(including proxies of shareholders entitled to vote) who are
entitled to vote;


 


·                                        one or more shareholders at the General Meeting who are
entitled to vote (including proxies
of shareholders entitled to vote)
and who have, between them, at least 10 per cent of the total votes of all shareholders who have the right to vote at
the General Meeting; or


 


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


 


63.2                 A demand for a poll can be withdrawn if the chairman
agrees to this. If a poll is
demanded, and this demand is then withdrawn, any declaration by the chairman of
the result of a vote on that resolution by a show
of hands, which was made before the poll
was demanded, will stand.


 


 


64                             How a poll is taken


 


64.1                 If a poll is demanded or held in the way
allowed by the Articles, the
chairman of the General Meeting can decide where, when and how it will be
carried out. The result is treated as the decision of the General Meeting where
the poll was demanded, even if
the poll is carried out after the
General Meeting.


 


64.2                 The chairman can:


 


·                                        decide that a ballot, voting
papers or tickets will be used;


 


·                                        appoint one or more
scrutineers (who need not be shareholders);


 


·                                        decide to adjourn the General Meeting to such day,
time and place as he decides for the result of the poll to be declared.


 


64.3                 If a poll is called, a shareholder can vote either personally or
by his proxy. If a shareholder votes on a poll, he does not have to use all of his
votes or cast all his votes in the same way.


 


 


65                             Where there cannot be a poll


 


Notwithstanding any other provision in these Articles, a poll is not allowed on a vote to elect a chairman of a
General Meeting, nor is a poll
allowed on a vote to adjourn a
General Meeting, unless the chairman of the General Meeting demands a poll.


 


 


66                             A General Meeting continues after a poll is demanded


 


A demand for a poll
on a particular matter does not stop a General Meeting from continuing and
dealing with matters other than the question on which the poll was demanded.


 


 


67                             Timing of a poll


 


A poll
on a resolution to adjourn the
General Meeting must be taken immediately at the General Meeting. Any other poll can either be taken immediately at
the General Meeting or 


 


- 29 -


 

















 


within 30 days from the date it was demanded and at a
time and place decided on by the chairman. No notice is required for a poll which is not taken immediately if the
time and place at which it is to be taken are announced at the General Meeting
at which it is demanded. In any other case, at least seven clear days’ notice
must be given specifying the time and place at which the poll is to be taken.


 


 


68                             The chairman’s casting vote


 


Where voting has taken place on an ordinary resolution and  the votes are equal, either on a show of hands or on a poll, the chairman of the General Meeting
is entitled to a further, casting vote. This is in addition to any other votes
which the chairman may have as a shareholder,
or as a proxy.


 


 


69                             The effect of a declaration by the chairman


 


On a vote on a resolution at a General Meeting on a show of hands, a declaration by the chairman
that the resolution:


 


·                                        has or has not been passed; or


 


·                                        has or has not been passed
with a particular majority,


 


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


 


 


VOTING RIGHTS


 


 


70                             The votes of shareholders


 


At a General Meeting:


 


·                                        on a show of hands every shareholder (who is entitled to be present
and to vote) who is present in person or by proxy
(who has been duly appointed) or, being a  company,
by a company representative
shall have one vote; and


 


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


 


This is subject to
any special rights or
restrictions which are given to any class of shares
by, or in accordance with, the Articles.


 


 


71                             Shareholders who owe money to the Company


 


Unless the Articles
provide otherwise, the only people who are entitled to attend and/or vote at
General Meetings or to exercise
any other right conferred by being a shareholder
in relation to General Meetings, are shareholders
who have paid the Company all calls, 


 


- 30 -


 
















 


and all
other sums, relating to their shares
which are due at the time of the General Meeting. This applies both to
attending the General Meeting personally and to appointing a proxy.


 


72                             Suspension of
rights on non-disclosure of interest


 


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


 


·                                        the shares in relation to which the default occurred (called default  shares);


 


·                                        any further shares which are issued in respect of default
shares; and


 


·                                        any other shares held by the shareholder holding the default  shares.


 


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


 


·                                        the transfer was an approved transfer (see Article 72.11); or


 


·                                        the transfer was by a shareholder who was not himself in default
in supplying the information required by the notice under Article 72.1 and a
certificate in accordance with Article 72.3 is provided.


 


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


 


·                                        any dividend or part of a
dividend or other money which would otherwise be payable on the default  shares
shall be retained by the Company
(without any liability to pay
interest when that dividend or money is finally paid to the shareholder);


 


·                                        the shareholder will not be allowed to choose to receive shares in place of dividends in accordance
with Article 135; and/or


 


·                                        subject to Article 72.4, no transfer of
any of the shares held by the shareholder will be registered unless:


 


·                                       either the transfer is an approved transfer (see Article 72.11);


 


·                                       or the shareholder is not himself in default as
regards supplying the information required; and (in this case)


 


·                                          the transfer is of part only
of his holding; and


 


·                                          when presented for
registration, the transfer is accompanied by a certificate by the shareholder. This certificate must be in a
form satisfactory to the directors and state that after due and careful enquiry
the shareholder is satisfied that
none of the shares included in the
transfer are default  shares.


 


- 31 -


 

















 


72.4                 Any direction notice can treat shares
of a shareholder in certificated and uncertificated form as separate shareholdings and either apply
only to shares in certificated form or to shares in uncertificated
form or apply differently to shares
in certificated and uncertificated form. In the case of shares in uncertificated
form the directors can only use their discretion to prevent a
transfer if this is allowed by the CREST
Regulations.


 


72.5                 The Company must send a copy of the direction notice to each other person who appears to be
interested in the shares covered
by the notice, but if it fails to do so, this does not invalidate the direction notice.


 


72.6                 A direction notice has the effect which it states while the
default resulting in the notice continues. It then ceases to apply when the
directors decide (which they must do within one week of the default being cured).
The Company must give the shareholder immediate notice in writing of
the directors’ decision.


 


72.7                 A direction notice also ceases to apply to any shares which are transferred by a shareholder in a transfer permitted under
Article 72.3 even where a direction notice
restricts transfers.


 


72.8                 Where a person who appears to
be interested in shares has been
served with a notice under Section 793 of the Companies
Act 2006 and the shares
in which he appears to be interested are held by an Approved Depositary, this Article
shall be treated as applying only to the shares
which are held by the Approved Depositary
in which that person appears to be interested and not (so far as that person’s
apparent interest is concerned) to any other shares
held by the Approved Depositary.


 


72.9                 Where the shareholder on which a notice under Section
793 of the Companies Act 2006 is
served is an Approved Depositary,
the obligations of the Approved Depositary
as a shareholder will be limited
to disclosing to the Company any
information relating to any person who appears to be interested in the shares held by it which has been recorded
by it in accordance with the arrangement under which it was appointed as an Approved Depositary.


 


72.10         For the purposes of this
Article a person is treated as appearing to be interested in any shares if the shareholder holding those shares
has been served with a notice under Section 793 of the Companies Act 2006 and:


 


·                                          the shareholder has named that person as being so interested; or


 


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


 


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


 


·                                          it is a transfer of shares to an offeror under an acceptance of
a takeover offer; or


 


·                                          the directors are satisfied
that the transfer is made in connection with a sale in good faith of the whole
of the beneficial ownership of
the shares to a person unconnected
with the shareholder or with any
person appearing to be interested in the shares.
This includes such a sale made through a recognised investment  


 


- 32 -


 

















 


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


 


72.12         Where a person who has an interest in American
Depositary  Shares
receives a notice under this Article 72, that person is considered for the
purposes of this Article 72 to have an interest in the number of shares represented by those American Depositary  Shares which is specified in the notice and
not in the remainder of the shares
held by the ADR Depositary.


 


72.13         Where the ADR Depositary receives a notice under this
Article 72, the ADR Depositary
shall only be required to supply information relating to any person who has an
interest in the shares held by the
ADR Depositary which has been
recorded by the ADR Depositary
under the arrangements made with the Company
(including in the Proxy  Register maintained under Article 164) when
it was appointed as the ADR Depositary.


 


72.14         This Article does not restrict
in any way the provisions of the Companies
Acts which apply to failures to comply with notices under Section
793 of that Companies Act 2006.


 


 


73                             Votes of
shareholders who are of unsound mind


 


73.1                 This Article 73 applies where
a court which claims jurisdiction to protect people who are unable to manage
their own affairs has made an order detaining a shareholder or appointing a person to manage his property or
affairs.


 


73.2                 The receiver or other person
appointed by the court order to act for the shareholder
can vote for the shareholder on a show of hands or on a poll at General Meetings. However, this
Article only applies if the receiver or other person appointed by the court
delivers to the Transfer Office  (or the place or address stated in the
notice for the delivery of the proxy  form)
at least 48 hours before the relevant General Meeting (or adjourned General Meeting) such evidence
as the directors may require of such person’s authority to act.


 


73.3                 If the receiver or other
person appointed by the court fails to deliver the appropriate evidence to the Transfer Office (or the place or address
stated in the proxy form)
in accordance with Article 73.2, the right to vote shall not be exercisable.


 


 


74                             The votes of
joint holders


 


Where a share
is held by joint shareholders any one joint shareholder
can vote at any General Meeting (either personally or by proxy) in respect of such share as if he were the only shareholder. If more than one of the joint shareholders votes (either personally or by
proxy), the only vote which will
count is the vote of that one of them who is listed first on the Register for the share.


 


- 33 -


 

















 


PROXIES


 


 


75                             Appointment
of proxies


 


75.1                 Any shareholder may appoint a proxy
or (subject to Article 75.3) proxies
to exercise all or any of his rights to attend or speak and vote at a General
Meeting of the Company. A proxy need not be a shareholder.


 


75.2                 Proxies may also be appointed to act
at General Meetings in the circumstances, and in the manner, provided for in
Articles 159.2, 163, 165, 166 and 169, and Articles 75 to 79 should be read subject to their terms.


 


75.3                 A shareholder may appoint more than one proxy in relation to a General Meeting
provided that each proxy is
appointed to exercise the rights attached to a different share or shares
held by him or (as the case may be) a different £10, or multiple of £10, of stock held by him.


 


76                             Completing
proxy forms


 


76.1                 A proxy form:


 


·                                        must be in writing; and


 


·                                        can be in any form which is
commonly used, or in any other form which the directors approve.


 


76.2                 A proxy form given by:


 


·                                        an individual must be signed by
the shareholder appointing the proxy, or by an agent who has been properly appointed in writing or
authenticated in accordance with Article 147; or


 


·                                        a company must be sealed with the company’s seal or signed by an officer who is authorised to
act on behalf of the company or
authenticated in accordance with Article 147.


 


Unless the contrary is shown, the directors are
entitled to assume that where a proxy form  purports
to have been signed or authenticated in accordance with Article 147 by an
officer on behalf of a company
that such officer was duly authorised by such company
without requiring any further evidence. Signatures and authentications need not
be witnessed.


 


76.3                 All notices convening General
Meetings which are sent to shareholders
entitled to vote at the General Meeting, must, at the expense of the Company, be accompanied by a proxy form. The proxy form must make
provision for three-way voting on all resolutions intended to be proposed,
other than resolutions which are merely procedural.


 


76.4                 The accidental omission to
send a proxy form
to a shareholder entitled to it
(or non receipt by him of the proxy form) will not invalidate any resolution passed or
proceedings at the General Meeting to which the proxy form  relates.


 


- 34 -


 

















 


77                             Delivering
proxy forms


 


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


 


·                                        in the case of a meeting or adjourned meeting, not less than 48 hours
before the commencement of the meeting or adjourned
meeting to which it relates;


 


·                                        in the case of a poll taken following the conclusion of a
meeting or adjourned meeting, but
not more than 48 hours after the poll
was demanded, not less than 48 hours before the commencement of the meeting or adjourned meeting at which the poll was demanded; and


 


·                                        in the case of a poll taken more than 48 hours after it was
demanded, not less than 24 hours before the time appointed for the taking of
the poll,


 


and in default shall not be treated as valid.


 


77.2                 The directors may at their
discretion determine that, in calculating the periods mentioned in Article
77.1, no account shall be taken of any part of any day that is not a working
day (within the meaning of Section 1173 of the Companies Act 2006).


 


77.3                 Directors can decide to accept
proxies delivered by electronic means or by means of a website, subject to any limitations, restrictions
or conditions they decide to apply.


 


77.4                 If a proxy form is signed
or authenticated in accordance with Article 147 by an agent, the power of attorney or other authority relied on to sign or
authenticate it, or a copy which has been certified by a notary, or certified
in some other way specified by the directors, must (if required by the Company) be delivered with the proxy form in
accordance with the instructions for delivery of proxy forms which are set out in the
notice of General Meeting or on the proxy form, unless the power of attorney or other form of
authority has already been registered with the Company.


 


77.5                 If this Article 77 is not
complied with, the proxy will not
be able to act for the person who appointed him.


 


77.6                 A proxy form delivered
by an Approved Depositary except
in respect of a person appointed in accordance with Articles 190 and  191 may be delivered to the appropriate place
or address referred to in Article 77.1 by electronic
means or in any other way the directors decide.


 


77.7                 If a proxy form which
relates to several General Meetings has been properly delivered for one General
Meeting or adjourned General
Meeting, it does not need to be delivered again for any later General Meeting
which the proxy form
covers.


 


77.8                 Unless the proxy form says
otherwise, it will be valid at an adjourned
General Meeting as well as for the original General Meeting to which it
relates.


 


77.9                 A shareholder can attend and vote at a General Meeting on a show of hands or on a poll even if he has appointed a proxy to attend and vote at that meeting.
However, if he votes in person on a resolution, then as regards that resolution
his appointment of a proxy will
not be valid.


 


- 35 -


 

















 


78                             Cancellation
of proxy’s authority


 


78.1                 Neither the death or insanity
of a shareholder who has appointed
a proxy, nor the revocation or
termination by a shareholder of
the appointment of a proxy (or of
the authority under which the appointment was made), shall invalidate the proxy or the exercise of any of the rights
of the proxy thereunder, unless
notice of such death, insanity, revocation or termination shall have been
received by the Company in
accordance with Article 78.2.


 


78.2                 Any such notice of death,
insanity, revocation or termination must be received at the address or one of
the addresses (if any) specified for receipt of proxies in, or by way of note to, or in any document
accompanying, the notice convening the meeting to which the appointment of the proxy relates (or if no address is so
specified, at the Transfer Office):


 


·                                        in the case of a meeting or adjourned meeting, not less than one hour
before the commencement of the meeting or adjourned
meeting to which the proxy
appointment relates;


 


·                                        in the case of a poll taken following the conclusion of a
meeting or adjourned meeting, but
not more than 48 hours after it was demanded, not less than one hour before the
commencement of the meeting or adjourned
meeting at which the poll was
demanded; or


 


·                                        in the case of a poll taken more than 48 hours after it was
demanded, not less than one hour before the time appointed for the taking of
the poll.


 


 


79                             Authority of  proxies


 


79.1                 A proxy shall have the right to exercise all or any of the
rights of his appointor, or (where more than one proxy is appointed) all or any of the rights attached to the
shares in respect of which he is
appointed the proxy to attend,
and to speak and vote, at a General Meeting of the Company.


 


79.2                 Unless his appointment
provides otherwise, a proxy may
vote or abstain at his discretion on any resolution put to the vote.


 


 


80                             Representatives
of companies


 


Subject to the Companies
Acts, a company which
is a shareholder can authorise any
person or persons to act as its representative or representatives at any
General Meeting which it is entitled to attend. Such person or persons are each
called a company  representative.
The directors of that company must
pass a resolution to appoint a company  representative. If the governing
body of that company is not a
board of directors, the resolution can be passed by its governing body.


 


 


81                             Challenging
votes


 


Any objection to the right of any person to vote or
the way in which the votes have been counted must be made at the General
Meeting (or adjourned General
Meeting) at which the vote is cast. If a vote is not disallowed at the General
Meeting, it is valid for all purposes. Any such objection must be raised with
the chairman of the General Meeting and will only change the decision of the
General Meeting on any resolution if the chairman 


 


- 36 -


 

















 


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


 


 


DIRECTORS


 


 


82                             The number of
directors


 


There must be at least three directors (other than alternate directors), but the shareholders can vary the number of
directors by passing an ordinary resolution.


 


 


83                             Qualification
to be a director


 


A director need not be a shareholder, but a director who is not a shareholder is entitled to attend and speak
at shareholders’  meetings.


 


 


84                             Directors’
fees and expenses


 


84.1                 Each of the directors shall be
paid a fee for his services. The directors can decide on the amount, timing and
manner of payment of directors’ fees, but the total of the fees paid to all of
the directors (excluding amounts paid as special pay under Article 85, amounts paid as expenses under Article
86 and any payments under Article 87) must not exceed:


 


·                                        £1.5 million a year; or


 


·                                        any higher sum decided on by
an ordinary resolution at a
General Meeting.


 


This remuneration shall accrue from day to day.


 


84.2                 Unless an ordinary resolution is passed which
provides otherwise, the fees will be divided between some or all of the
directors in the way that they decide. If they fail to decide, the fees will be
shared equally by the directors, except that any director holding office as a
director for only part of the period covered by the fee is only entitled to a
pro rata share covering that broken period.


 


 


85                             Special pay


 


85.1                 The directors can award
special pay if any director
performs extra or special services of any kind including:


 


·                                        holding any executive post;


 


·                                        acting as chairman or deputy
chairman (whether or not this office is executive or non-executive);


 


·                                        travelling or staying outside
his main residence for any business or purposes of the Company; and


 


·                                        serving on any committee of
the directors.


 


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


 


- 37 -


 

















 


can be either in addition to
or instead of any other fees, expenses and other benefits a director may be
entitled to receive.


 


 


86                             Directors’
expenses


 


In addition to any fees and expenses paid under
Articles 84 and 85, the Company
will repay to a director all expenses properly incurred in:


 


·                                        attending and returning from shareholders’ meetings;


 


·                                        attending and returning from
directors’ meetings;


 


·                                        attending and returning from
meetings of committees of the directors; or


 


·                                        in or with a view to the
performance of their duties.


 


 


87                             Directors’
pensions and other benefits


 


87.1                 The directors may pay or provide:


 


·                                        pensions;


 


·                                        annual payments;


 


·                                        gratuities; or


 


·                                        other allowances or benefits


 


to any people who are, or who were, directors who had
a salary or place of profit with the Company
or with any company which is or
has been a subsidiary
of the Company or a predecessor in
business of the Company or any
such subsidiary.
The directors can decide to extend these arrangements to any member of his
family (including a spouse and a former spouse) or to any person who was or is
dependent on him. The directors can also decide to contribute (before as well
as after he ceases to receive a salary or occupy a place of profit) to any
scheme or fund or to pay premiums
to a third party for these purposes.


 


87.2                 No director or former director
is accountable to the Company or
its shareholders for a benefit of
any kind given in accordance with this Article. The receipt of a benefit of any
kind given in accordance with this Article does not prevent a person from being
or becoming a director.


 


 


88                             Appointing directors
to various posts


 


88.1                 The directors can appoint any
director as chairman, or a deputy chairman, or to any executive position on
which they decide. So far as the Companies
Acts allow, they can decide on how long these appointments will be
for, and on their terms. Subject to
the terms of any contract with the Company,
they can also vary or end these appointments.


 


88.2                 A director will automatically
stop being chairman, deputy chairman, managing director, deputy managing
director, joint managing director or assistant managing director if he is no
longer a director. Other executive appointments will only stop if the contract
or resolution appointing the director to a post says so. If a director’s
appointment ends because of this 


 


- 38 -


 

















 


Article, this does not prejudice any claim for breach
of contract against the Company
which may otherwise apply.


 


88.3                 The directors can delegate to
a director appointed to an executive post any of the powers which they jointly
have as directors. These powers can be delegated on such terms and conditions
as decided by the directors either in parallel with, or in place of, the powers
of the directors acting as a board. The directors can change the basis on which
these powers are given or withdraw them from the executive.


 


 


CHANGING DIRECTORS


 


 


89                             Retiring
directors


 


At each Annual General Meeting all those directors who
were elected or last re-elected at or before the Annual General Meeting held in
the third calendar year before the current year shall automatically retire.


 


 


90                             Eligibility
for re-election


 


A retiring director is eligible for re-election.


 


 


91                             Re-electing a
director who is retiring


 


91.1                 At a General Meeting at which
a director retires (whether at an Annual General Meeting or otherwise), he may
be re-elected (as long as the director has not told the Company in writing that he does not wish to
be re-elected) if the shareholders pass
an ordinary resolution to
re-elect him.


 


91.2                 A director retiring at a
General Meeting retires at the end of that meeting (or adjourned meeting). Where a retiring
director is re-elected he continues as a director without a break.


 


 


92                             Election of
two or more directors


 


A single resolution for the election of two or more
directors is void unless the shareholders
first approve the putting of a resolution in this form by an earlier procedural
vote taken at the General Meeting, with no votes cast against.


 


 


93                             People who
can be directors


 


93.1                 Only the following people can
be elected as directors at a General Meeting:


 


·                                        A director who is retiring at
the General Meeting;


 


·                                        A person who is recommended by
the directors; and


 


·                                        A person who has been proposed
by a shareholder who is entitled
to attend and vote at the General Meeting.


 


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


 


- 39 -


 

















 


 


·                                          a letter stating that he
intends to propose another person for election as director, signed or
authenticated in accordance with Article 147; and


 


·                                          confirmation in writing from
the person to be proposed that he is willing to be elected, signed or
authenticated in accordance with Article 147 by such person.


 


 


94                             The power to
fill vacancies and appoint extra directors


 


94.1                 The directors can appoint any
person as an extra director or to fill a casual
vacancy. Any director appointed in this way automatically retires at
the next General Meeting after his appointment. At this General Meeting he can
be elected by the shareholders as
a director.


 


94.2                 At a General Meeting the shareholders can also pass an ordinary resolution to fill a casual vacancy or to appoint an extra
director.


 


94.3                 Extra directors can only be
appointed under this Article up to the limit (if any) on the total number of
directors under the Articles (or
any variation of the limit approved by the shareholders
in accordance with the Articles).


 


 


95                             Removing and
appointing directors by an ordinary resolution


 


95.1                 The shareholders can pass an ordinary
resolution to remove a director, even though his time in office has
not ended. This applies despite anything else in the Articles, or in any agreement between him and the Company. Special
notice of the ordinary resolution
must be given to the Company as
required by the Companies Acts.
But if a director is removed in this way, it will not affect any claim which he
may have for damages for breach of any contract of service between him and the Company.


 


95.2                 Subject to Article 93, the shareholders can pass an ordinary resolution to elect a person to
replace a director who has been removed in the way described in Article 95.1.
If no director is appointed under this Article, the vacancy can be filled under
Article 94.


 


95.3                 Any person appointed under
Article 95.2 will be treated, for the purpose of determining the time at which
he is to retire, as if he had become a director on the day on which the
director he replaced was last elected.


 


 


96                             When
directors are disqualified


 


96.1                 Any director automatically
ceases to be a director in any of the following circumstances if:


 


·                                          a bankruptcy order is made
against him;


 


·                                          he makes any arrangement or
composition with his creditors or applies for an interim order under Section
253 of the Insolvency Act 1986 in connection with a voluntary arrangement under
that Act;


 


·                                          a court which claims
jurisdiction to protect people who are unable to manage their own affairs has
made an order detaining him or appointing a person to manage his property or
affairs;


 


·                                          he has missed directors’
meetings for a continuous period of six months, without permission from the
directors, and the directors pass a resolution removing him from office;


 


- 40 -
















 


·              he is prohibited from being a director by law or any power conferred on
the directors or shareholders
under these Articles;


 


·              except where his contract of service prevents him from resigning, he:


 


(i)           delivers to the Company a resignation notice in writing,
signed or authenticated in accordance with Article 147 by him or on his behalf;
or


 


(ii)          offers in writing to resign and the directors pass a resolution
accepting the offer;


 


·              all the other directors serve a notice in writing upon him requiring him
to resign. He will cease to be a director when the notice is served on him.
Such a notice can consist of several documents in the same form signed or
authenticated in accordance with Article 147 by one or more directors.


 


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


 


 


DIRECTORS’ MEETINGS


 


 


97          Directors’
meetings


 


The directors can decide when and where to have directors’ meetings and
how they shall be conducted, and on the quorum.
They can also adjourn their
meetings.


 


 


98          Who can call
directors’ meetings


 


A directors’ meeting can be called by any director. The Secretary must also call a directors’
meeting if a director asks him to.


 


 


99          How
directors’ meetings are called


 


Directors’ meetings are called by giving notice to all the directors.
This notice may be given to a director personally, by word of mouth, by notice
in writing (sent to him at his last known address) or by electronic means (sent to him at his last
known electronic address or number). Any director can waive notice of any
directors’ meeting, including one which has already taken place.


 


 


100       Quorum


 


100.1   If no other quorum
is fixed by the directors, three directors are a quorum. A directors’ meeting at which a quorum is present can exercise all the powers, authorities and
discretions of the directors whether by or under these Articles or exercisable by the directors generally.


 


100.2   A person who holds office only as an alternate director shall, if his appointor
is not present, be counted in the quorum.


 


- 41 - 


 

















 


100.3   A director who ceases to be a director at a directors’
meeting can continue to be present and act as a director and be counted in the quorum until the end of that meeting if no
other director objects and a quorum
would not otherwise be present.


 


 


101       The Chairman
of directors’ meetings


 


101.1   The directors can elect any director as Chairman or as
one or more Deputy Chairmen for such periods as the directors decide. If the
Chairman is at a directors’ meeting, he will chair it. In his absence, the
chair will be taken by a Deputy Chairman, if one is present. If there is no
Chairman or Deputy Chairman present within five minutes of the time when the
directors’ meeting is due to start, the directors who are present can choose
which one of them will be the Chairman of the directors’ meeting.


 


101.2   Where there is more than one Deputy Chairman present
at a meeting, and the Chairman is not there, the Deputy Chairman to take the
chair will be the longest serving Deputy Chairman present.


 


 


102       Voting at
directors’ meetings


 


Matters for decision which arise at a directors’ meeting will be decided
by a majority vote. The chairman of the meeting will not have a second, casting
vote.


 


 


103       Directors can
act even if there are vacancies


 


103.1   The remaining directors can continue to act even if
one or more of them ceases to be a director. But if the number of directors
falls below the minimum which applies under Article 82 (including any variation
of that minimum approved by an ordinary
resolution of shareholders),
the remaining director(s) can only:


 


·              either appoint further directors to make up the shortfall; or


 


·              call a General Meeting.


 


103.2   If no director or directors are willing or able to act
under this Article, any two shareholders
can call a General Meeting to appoint extra directors.


 


 


104       Directors’
meetings by video conference and telephone


 


104.1   Any or all of the directors, or members of a
committee, can take part in a directors’ meeting of the directors or of a
committee by way of a video conference or conference telephone, or similar
equipment, designed to allow everybody to take part in the directors’ meeting.


 


104.2   Taking part in this way will be counted as being
present at the directors’ meeting. A directors’ meeting which takes place by
way of video conference, conference telephone or similar equipment will be
treated as taking place where most of the participants are. If there is no
largest group, directors’ meetings will be treated as taking place where the
Chairman is.


 


104.3   A directors’ meeting held in the way described in
Article 104.1 will be valid as long as in one single place, or in places
connected by way of video conference, telephone conference, or similar
equipment, a quorum is present.


 


- 42 -


 

















 


 


105       Director’s
written resolutions


 


105.1   A directors’ written resolution is adopted when all
the directors entitled to vote on such a resolution have signed one or more
copies of it, or otherwise indicated their agreement to it in writing.


 


105.2   A directors’ written resolution is not adopted if the
number of directors who have signed it or agreed to it is less than the quorum for a directors’ meeting.


 


105.3   A directors’ written resolution signed or agreed to by
an alternate director does not
need also to be approved by his appointor. If the directors’ written resolution
is signed or agreed to by a director who has appointed an alternate director, it does not need to be
approved by the alternate director
acting in that capacity.


 


105.4   Once a directors’ written resolution has been adopted,
it must be treated as if it had been a resolution passed at a directors’
meeting in accordance with these Articles.


 


105.5   A directors’ written resolution will be valid at the
time it is signed or agreed to by the last director.


 


 


106       The validity
of directors’ actions


 


Everything which is done by any directors’ meeting, or by a committee of
the directors, or by a person acting as a director, or as a member of a
committee, will, in favour of anyone dealing with the Company in good faith, be valid even though
it is discovered later that any director, or person acting as a director, was
not properly appointed or elected. This also applies if it is discovered later
that anyone was disqualified from being a director, or had ceased to be a
director, or was not entitled to vote. In any of these cases, in favour of
anyone dealing with the Company in
good faith, anything done will be as valid as if there was no defect or
irregularity of the kind referred to in this Article.


 


 


DIRECTORS’ INTERESTS


 


 


107       Authorisation
of directors’ interests


 


107.1   For the purposes of Section 175 of the Companies Act
2006, the directors shall have the power to authorise any matter which would or
might otherwise constitute or give rise to a breach of the duty of a director
under that Section to avoid a situation in which he has, or can have, a direct
or indirect interest that conflicts, or possibly may conflict, with the
interests of the Company.


 


107.2   Authorisation of a matter under Article 107.1 shall be
effective only if:


 


·             the matter in question shall
have been proposed in writing for consideration at a meeting of the directors,
in accordance with the board of directors’ normal procedures or in such other
manner as the directors may determine;


 


·             any requirement as to the quorum at the meeting of the directors at
which the matter is considered is met without counting the director in question
and any other interested director (together the “Interested Directors”); and


 


·             the matter was agreed to
without the Interested Directors
voting or would have been agreed to if the votes of the Interested Directors had not been counted.


 


- 43 -


 

















 


107.3   Any authorisation of a matter under Article 107.1
extends to any actual or potential conflict of interest which may reasonably be
expected to arise out of the matter so authorised.


 


107.4   Any authorisation of a matter under Article 107.1
shall be subject to such conditions or limitations as the directors may
determine, whether at the time such authorisation is given or subsequently and
may be terminated by the directors at any time. A director shall comply with
any obligations imposed on him by the directors pursuant to any such
authorisation.


 


107.5   Subject to any conditions or limitations imposed under
Article 107.4, a director shall not, save as otherwise agreed by him, be
accountable to the Company for any benefit which he (or a person connected with
him) derives from any matter authorised by the directors under Article 107.1
and any contract, transaction, arrangement or proposal relating thereto shall
not be liable to be avoided on the grounds of any such benefit.


 


107.6   This Article does not apply to a conflict of interest
arising in relation to a transaction or arrangement with the Company.


 


 


108       Directors may
have interests


 


108.1   Subject to compliance with Article 108.2, a director,
notwithstanding his office, may have an interest of the following kind:


 


·             where a director (or a person
connected with him) is a director or other officer of, or employed by, or
otherwise interested (including by the holding of shares) in any Relevant Company;


 


·             where a director (or a person
connected with him) is a party to, or otherwise interested in, any contract, transaction,
arrangement or proposal with a Relevant
Company, or in which the Company
is otherwise interested;


 


·             where the director (or a
person connected with him) acts (or any firm of which he is a partner, employee
or member acts) in a professional capacity for any Relevant Company (other than
as auditor) whether or not he or it is remunerated therefor;


 


·             an interest which cannot
reasonably be regarded as likely to give rise to a conflict of interest;


 


·             an interest, or a transaction,
arrangement or proposal giving rise to an interest, of which the director is
not aware;


 


·             any matter already authorised
under Article 107.1; or


 


·             any other interest authorised
by ordinary resolution.


 


No authorisation under Article 107.1 shall be
necessary in respect of any such interest.


 


108.2   Subject to Sections 177 and 182 of the Companies Act
2006 the director shall declare the nature and extent of any interest permitted
under Article 108.1, and not falling within Article 108.3, at a meeting of the
directors, by written declaration to the Company
or in such other manner as the directors may determine.


 


108.3   No declaration of an interest shall be required by a
director in relation to an interest:


 


·             falling within the fourth,
fifth and sixth bullet paragraph of Article 108.1;


 


- 44 -


 

















 


·             if, or to the extent that, the
other directors are already aware of such interest (and for this purpose the
other directors are treated as being aware of anything of which they ought
reasonably to be aware); or


 


·             if, or to the extent that, it
concerns the terms of his service contract (as defined in Section 227 of the
Companies Act 2006) that have been or are to be considered by a meeting of the
directors, or by a committee of directors appointed for the purpose under these
Articles.


 


108.4   A director shall not, save as otherwise agreed by him,
be accountable to the Company for
any benefit which he (or a person connected with him) derives from any interest
referred to in Article 108.1, and no contract, transaction, arrangement or
proposal shall be liable to be avoided on the grounds of any such interest.


 


108.5   For the purposes of this Article 108, “Relevant Company” shall mean the Company; a subsidiary undertaking of the Company; any holding company of the Company
or a subsidiary
undertaking of any such holding
company; any body corporate promoted by the Company; or any body corporate in which the
Company is otherwise interested.


 


 


109       Restrictions
on quorum and voting


 


109.1   Save as provided in this Article 109, and whether or
not the interest is one which is authorised pursuant to Article 107.1 or
permitted under Article 108.1, a director shall not be entitled to vote on any
resolution in respect of any contract, transaction, arrangement or proposal, in
which he (or a person connected with him) is interested. Any vote of a director
in respect of a matter where he is not entitled to vote shall be disregarded.


 


109.2   A director shall not be counted in the quorum for a
meeting of the directors in relation to any resolution on which he is not
entitled to vote.


 


109.3   Subject to the provisions of the Companies Acts, a
director shall (in the absence of some other interest than is set out below) be
entitled to vote, and be counted in the quorum, in respect of any resolution
concerning any contract, transaction, arrangement or proposal:


 


·             in which he has an interest of
which he is not aware;


 


·             in which he has an interest
which cannot reasonably be regarded as likely to give rise to a conflict of interest;


 


·             in which he has an interest only by virtue of interests in shares, debentures
or other securities of the Company,
or by reason of any other interest in or through the Company;


 


·             which involves the giving of
any security, guarantee or indemnity to the director or any other person in
respect of (i) money lent or obligations incurred by him or by any other person
at the request of or for the benefit of the Company
or any of its subsidiary undertakings; or (ii) a debt or other obligation of
the Company or any of its subsidiary undertakings
for which he himself has assumed responsibility in whole or in part under a
guarantee or indemnity or by the
giving of security;


 


·             concerning an offer of shares or debentures or other securities of
or by the Company or any of its subsidiary
undertakings (i) in which offer he is or may be entitled to
participate as a holder of securities; or (ii) in the underwriting or
sub-underwriting of which he is to participate;


 


- 45 -


 

















 


·             concerning any other body
corporate in which he is interested, directly or indirectly and whether as an
officer, shareholder, creditor,
employee or otherwise, provided that he (together with persons connected with
him) is not the holder of, or beneficially interested in, one per cent. or more
of the issued equity share capital of any class of such body corporate or of
the voting rights available to members of the relevant body corporate;


 


·             relating to an arrangement for
the benefit of the employees or former employees of the Company or any of its subsidiary undertakings which does not
award him any privilege or benefit not generally awarded to the employees or
former employees to whom such arrangement relates;


 


·             concerning the purchase or
maintenance by the Company of
insurance for any liability for the benefit of directors or for the benefit of
persons who include directors;


 


·             concerning the giving of
indemnities in favour of directors;


 


·             concerning the funding of
expenditure by any director or directors on (i) defending criminal, civil or
regulatory proceedings or actions against him or them, (ii) in connection with
an application to the court for relief, or (iii) defending him or them in any
regulatory investigations;


 


·             concerning the doing of
anything to enable any director or directors to avoid incurring expenditure as
described in the tenth bullet paragraph of this Article 109.3 immediately
above; and


 


·             in respect of which his
interest, or the interest of directors generally, has been authorised by ordinary resolution.


 


109.4   Where proposals are under consideration concerning the
appointment (including fixing or varying the terms of appointment) of two or
more directors to offices or employments with the Company (or any body corporate in which the Company is interested), the proposals may
be divided and considered in relation to each director separately. In such
case, each of the directors concerned (if not debarred from voting under the
sixth bullet paragraph of Article 109.3) shall be entitled
to vote, and be counted in the quorum,
in respect of each resolution except that concerning his own appointment or the
fixing or variation of the terms thereof.


 


109.5   If a question arises at any time as to whether any
interest of a director prevents him from voting, or being counted in the quorum, under this Article 109, and such
question is not resolved by his voluntarily agreeing to abstain from voting,
such question shall be referred to the chairman of the meeting and his ruling
in relation to any director other than himself shall be final and conclusive,
except in a case where the nature or extent of the interest of such director
has not been fairly disclosed. If any such question shall arise in respect of
the chairman of the meeting, the question shall be decided by resolution of the
directors and the resolution shall be conclusive except in a case where the
nature or extent of the interest of the chairman of the meeting (so far as it
is known to him) has not been fairly disclosed to the directors.


 


- 46 -


 

















 


110       Confidential
information


 


110.1   Subject to Article 110.2, if a director, otherwise
than by virtue of his position as director, receives information in respect of
which he owes a duty of confidentiality to a person other than the Company, he shall not be required to
disclose such information to the Company
or to the directors, or to any director, officer or employee of the Company, or otherwise use or apply such
confidential information for the purpose of or in connection with the
performance of his duties as a director.


 


110.2   Where such duty of confidentiality arises out of a
situation in which the director has, or can have, a direct or indirect interest
that conflicts, or possibly may conflict, with the interests of the Company, Article 110.1 shall apply only if
the conflict arises out of a matter which has been authorised under Article
107.1 above or falls within Article 108 above.


 


110.3   This Article 110 is without prejudice to any equitable
principle or rule of law which may excuse or release the director from
disclosing information, in circumstances where disclosure may otherwise be
required under this Article 110.


 


 


111        Directors’
interests - general


 


111.1    For the purposes of Articles 107 to 110:


 


·             where the context permits, any
reference to an interest includes a duty and any reference to a conflict of
interest includes a conflict of interest and duty and a conflict of duties;


 


·             an interest of a person who is
connected with a director shall be treated as an interest of the director; and


 


·             Section 252 of the Companies
Act 2006 shall determine whether a person is connected with a director.


 


111.2    Where a director has an interest which can reasonably
be regarded as likely to give rise to a conflict of interest, the director may,
and shall if so requested by the directors take such
additional steps as may be necessary or desirable for the purpose of managing
such conflict of interest, including compliance with any procedures laid down
from time to time by the directors for the purpose of managing conflicts of
interest generally and/or any specific procedures approved by the directors for
the purpose of or in connection with the situation or matter in question,
including without limitation:


 


·             absenting himself from any
meeting or part of a meeting of the directors at which the relevant situation
or matter falls to be considered; and


 


·             not reviewing documents or
information made available to the directors generally in relation to such
situation or matter and/or arranging for such documents or information to be
reviewed by a professional adviser to ascertain the extent to which it might be
appropriate for him to have access to such documents or information.


 


111.3    The Company
may by ordinary resolution ratify
any contract, transaction, arrangement or 
proposal, not properly authorised by reason of a contravention of any
provisions of Articles 107 to 110.


 


- 47 -


 

















 


DIRECTORS’ COMMITTEES


 


 


112       Delegating
powers to committees


 


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


 


·             there must be more directors
on a committee than co-opted members; and


 


·             a resolution of the committee
is only effective if a majority of the members of the committee present at the
time of the resolution were directors.


 


 


113       Committee
procedure


 


If a committee includes two or more people, the Articles which regulate directors’ meetings
and their procedure will also apply to committee meetings (if possible), unless
these are inconsistent with any regulations for the committee which have been
laid down under Article 112.


 


 


DIRECTORS’
POWERS


 


 


114       The
directors’ management powers


 


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


 


114.2   The directors are, however, subject to:


 


·             the provisions of the Companies Acts;


 


·             the requirements of the Memorandum or these Articles; and


 


·             any other requirements
(whether or not consistent with these Articles)
which are approved by the shareholders
by passing a special resolution
at a General Meeting.


 


However, if any change is made to the Memorandum
or these Articles or if the shareholders approve a requirement relating
to something which the directors have already done which was within their
powers, this will not invalidate any prior act of the directors which would
otherwise have been valid.


 


- 48 -


 

















 


 


115       The power to
establish local boards


 


115.1   The directors can set up local committees, local
boards or local agencies to manage any of the Company’s
business. These can be either in or outside the United Kingdom. The directors can appoint, remove and
re-appoint anybody (who need not be a director) to be:


 


·             members of any local
committee, board or agency; or


 


·             managers or agents of the Company.


 


115.2   The directors can:


 


·             decide on the pay and other benefits of people appointed
under this Article;


 


·             delegate any of their authority,
powers or discretions to:


 


(i)           any local board or committee;
or


 


(iii)         any manager, or agent of
the Company;


 


·             allow local committees or
boards, managers or agents to
delegate to another person;


 


·             allow the members of local
committees, boards or agencies to fill any vacancies on them;


 


·             allow the members of local
committees, boards or agencies to continue to act even though there are
vacancies on them;


 


·             remove any people they have appointed under this Article; and


 


·             cancel or change an
appointment or delegation made under this Article, although this will not
affect anybody who acts in good faith who has not had any notice of any
cancellation or variation.


 


Any appointment or delegation by the directors which is referred to in
this Article can be on any terms and conditions decided on by the directors.


 


115.3   A person who is employed by, or occupies an office
with, the Company may be given a
title which includes the words “Associate Director”. This will not imply that
such person is a director of the Company
or that he is entitled to act as a director or be deemed to be a director for
the purposes of these Articles.


 


 


116       The power to
appoint attorneys


 


116.1   The directors can appoint anyone (including the
members of a group which changes over time) as the Company’s  attorney
or attorneys by granting a power of attorney or by authorising him or
them in some other way. The attorney
or attorneys can either be
appointed directly by the directors,  or
the directors can give someone else the power to select attorneys. The directors can decide on the
purposes, powers, authorities and discretions of attorneys.


 


116.2   The directors can decide for how long a power of attorney will last and they can
apply any terms and conditions to it. The power
of attorney can also include any provisions which the directors
decide on for the protection and convenience of anybody dealing with the attorney. The power of attorney can also allow the attorney to sub-delegate any or all of his
power, authority or discretion to any other person.


 


- 49 -


 

















 


117       Borrowing
powers


 


So far as the Companies Acts
allow, the directors can exercise
all the powers of the Company to:


 


·              borrow money;


 


·              issue (subject to the provisions of the Companies Acts regarding authority to allot debentures convertible into shares)
debentures and other securities;
and


 


·              give any form of:


 


·             guarantee; and


 


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


 


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


 


 


118       Borrowing
restrictions


 


118.1   The directors must:


 


·              limit the Borrowings of the
Company and


 


·              exercise all voting and other rights
or powers of control exercisable by the Company
in relation to its  subsidiary undertakings


 


·              to ensure that the total amount of all Borrowings
by the Group outstanding at any
time will not exceed 1.5 times the Adjusted
Total of Capital and Reserves at such time.


 


This limitation on Borrowings
will only affect subsidiary
undertakings to the extent that the directors can restrict the
borrowings of the subsidiary
undertakings by exercising the rights or powers of control which
the Company has over its subsidiary undertakings.
The Company may consent in advance
to exceeding the borrowing limit by passing an ordinary
resolution at a General Meeting.


 


118.2   In this Article:


 


Group means the Company
and its subsidiary
undertakings for the time being;


 


Adjusted Total of Capital and Reserves means the aggregate of the
share capital and reserves as
shown in the latest audited consolidated balance sheet of the Group (including the amount paid up or credited as paid up on the issued share capital of the Company, the share premium
account, capital redemption
reserve, profit and loss account and other reserves included within the Group’s equity shareholders’ funds) (the “Reserves”)
but:


 


·              adjusted as appropriate in respect of any variation to the paid up share capital or reserves since the date of the latest
audited consolidated balance sheet as recorded within the monthly management
accounting records of the Group
prepared in accordance with the accounting bases and principles applied in the
preparation of its latest audited consolidated balance sheet;


 


- 50 -


 
















 


·              adding any amount which has
been deducted at any time from the Reserves
of the Group for goodwill arising
on consolidation either by direct charge to Reserves
or by charge to the Group’s
consolidated profit and loss account; and


 


·              making such other adjustments
(if any) as the auditors of the Company
consider appropriate.


 


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


 


·              adjusted as appropriate in
respect of any variation to borrowings since the date of the latest audited
consolidated balance sheet as recorded within the monthly management accounting
records of the Group prepared in
accordance with the accounting bases and principles applied in its latest
audited consolidated balance sheet;


 


·              excluding any borrowings under
finance or structured tax lease arrangements to the extent matched as part of
those arrangements by deposits of cash or cash equivalent investments which are
treated by the creditor concerned as available to reduce its net exposure; and


 


·              making such other adjustments (if any) as the auditors of the Company consider appropriate.


 


118.3   The determination of the Company’s auditors as to the amount of the Adjusted Total of Capital and Reserves and
the total amount of Borrowings at
any time shall be conclusive and binding on all concerned and for the purposes
of their computation the Company’s
auditors may at their discretion make such further or other adjustments (if
any) or determinations as they think fit. Nevertheless the directors may act in
reliance on a bona fide estimate of the amount of the Adjusted Total of Capital and Reserves and
the total amount of Borrowings at
any time and if in consequence the borrowing limit is inadvertently exceeded an
amount of borrowings equal to the excess may be disregarded until the
expiration of three months after the date on which by reason of a determination
of the Company’s auditors or
otherwise the directors became aware that such a situation has or may have
arisen.


 


118.4   No lender or other person dealing with the Group need be concerned whether the
borrowing limit is observed. No debt incurred or security given in breach of
the borrowing limit will be invalid or ineffective unless the lender or the
recipient of the security had express notice at the time when the debt was
incurred or security given, that the limit had been or would as a result be
breached.


 


 


ALTERNATE DIRECTORS


 


 


119       Alternate
directors


 


119.1   Any director may appoint any person (including another
director) to act in his place (such person is called an alternate director). Such appointment
requires the approval of the directors, unless the proposed alternate  director
is another director. A director appoints an alternate
director by delivering an appointment notice signed or authenticated
in 


 


- 51 -


 

















 


accordance with Article 147 by him (or in any other
manner which has been approved by the directors) to the Registered Office. An alternate director need not be a shareholder.


 


119.2   The appointment of an alternate director ends if the director appointing him ceases
to be a director, unless that director retires at a General Meeting at which he
is re-elected under Article 91.1. A director can also remove his alternate by
delivering a notice signed or authenticated in accordance with Article 147 by
him (or doing something else which has been approved by the directors)
delivered to the Registered Office.
An alternate  director can also be removed as an
alternate by a resolution of the directors.


 


119.3   An alternate
director is entitled to receive notices of directors’ meetings once
he has given the Company an
address  to which notices may be
served on him. He is entitled to attend and vote as a director at any such
meeting at which the director appointing him is not personally present and
generally at such meeting to perform all functions of the director appointing
him as a director. If he is himself a director or attends any such meeting as
an alternate for more than one director, he will have one vote for each
director for whom he acts as an alternate, in addition to his own vote as a director.
However, he may not be counted more than once for the purposes of the quorum. If his appointor is temporarily
unable to act through ill health or disability his signature of or
authentication of any directors’ written resolution is
as effective as the signature or authentication of his appointor.


 


119.4   If the directors decide to allow this, Article 119.3
also applies in a similar fashion to any meeting of a committee of which his
appointor is a member.


 


119.5   An alternate
director shall be an officer of the Company and shall alone be responsible to the Company for his own actions and mistakes.
Except as said in this Article 119, an alternate
director:


 


·              does not have power to act as
a director;


 


·              is not considered to be a
director for the purposes of the Articles;


 


·              is not considered to be the agent of his appointor; and


 


·              cannot appoint an alternate director.


 


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


 


 


THE SECRETARY


 


 


120       The Secretary
and Deputy and Assistant Secretaries


 


120.1   The Secretary
is appointed by the directors. The directors decide on the terms and period of
his appointment so long as allowed to do so by the Companies Acts. The directors can also remove the Secretary, but this does not affect any
claim for damages against the Company
for breach of any contract between him and the Company.


 


- 52 -


 

















 


120.2   The directors can also appoint one or more people to
be deputy or assistant secretary. Anything which the Companies Acts allow to be done by or to the Secretary can, if there is no Secretary, or the Secretary is for any reason not capable of
doing what is required of him, also be done by or to any deputy or assistant
secretary. If there is no deputy or assistant secretary capable of acting, the
directors can appoint any officer to do what would be required of the deputy or
assistant secretary.


 


120.3   Anything which the Companies
Acts allow to be done by or to a director and the Secretary, cannot be done by or to one
person acting as both a director and a Secretary.


 


 


THE SEAL


 


 


121       The Seal


 


121.1   The directors are responsible for arranging for the Common Seal and any Securities Seal to be
kept safely. The Common Seal and
any Securities Seal
can only be used with the authority of the directors or of a committee
authorised by the directors to use it. The Securities Seal can
be used only for sealing securities issued
by the Company in certificated form and sealing documents
creating or evidencing securities
issued by the Company.


 


121.2   Subject to the provisions of these Articles which relate to share certificates,
every document which is sealed using the Common
Seal must be signed personally by:


 


·              one director and the Secretary; or


 


·              two directors; or


 


·              any other persons who are
authorised to do so by the directors.


 


121.3   Where a signature is required to witness the Common Seal, the directors may decide that
the individual need not sign the document personally but that his signature may
be printed on it mechanically, electronically or in any other way the directors
approve.


 


121.4   Securities and documents which have the Securities Seal
stamped on them do not need to be signed unless the directors or the Companies Acts require this.


 


121.5   The directors can use all the powers given by the Companies Acts relating to official seals
for use abroad.


 


121.6   Certificates for debentures
or other securities of
the Company may be printed in any
way and may be sealed and/or signed for in any manner allowed by these Articles.


 


121.7   As long as it is allowed by the Companies Acts, any document signed by:


 


·              one director and the Secretary; or


 


·              by two directors; or


 


·              one director in the presence
of a witness who attests to the signature,


 


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


 


- 53 -


 

















 


AUTHENTICATING DOCUMENTS


 


 


122       Establishing
that documents are genuine


 


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


 


·              any documents relating to the Company’s constitution;


 


·              any resolutions passed by the shareholders or any class of shareholders, or by the directors or by a
committee of the directors; and


 


·              any books, documents, records
or accounts which relate to the Company’s
business.


 


The directors can also delegate this power to other
people.


 


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


 


122.3   A document which appears to be a copy of a resolution
or an extract from the minutes of any meeting, and which is certified as a copy
or extract as described in Article 122.1 or 122.2 is conclusive evidence for
anyone who deals with the Company
on the strength of the document that:


 


·              the resolution has been
properly passed; or


 


·              the extract is a true and
accurate record of the proceedings of a valid meeting.


 


 


RESERVES


 


123       Setting up
reserves


 


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


 


 


DIVIDENDS


 


 


124       No dividends
are payable except out of profits


 


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


 


- 54 -


 

















 


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


 


 


125       Final
dividends


 


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


 


 


126       Fixed and
interim dividends


 


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


 


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


 


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


 


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


 


 


127       Dividends not
in cash


 


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


 


·              issue fractional certificates;


 


·              value assets for distribution purposes;


 


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


 


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


 


 


128       Calculation
and currency of dividends


 


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


 


- 55 -


 

















 


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


 


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


 


 


129       Deducting amounts owing from dividends and other money


 


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


 


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


 


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


 


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


 


 


130       Payments to
shareholders


 


130.1   Any dividend or other money payable in cash (whether
in sterling or foreign currency)
relating to a share can be paid by
such method as the directors, in their absolute discretion, may decide.
Different methods of payment may apply to different shareholders or groups of shareholders
(such as overseas shareholders).
Without limiting any other method of payment which the Company may adopt, the directors may decide
that payment can be made wholly or partly:


 


·              by inter-bank transfer, electronic form, electronic means or by such other means approved by the
directors  directly to an account
(of a type approved by the directors) nominated in writing by the shareholder or the joint shareholders; or


 


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


 


130.2   If the directors  decide
that payments will be made by electronic transfer to an account (of a type
approved by the directors) nominated by a shareholder
or joint shareholders,
but no such account is nominated by the shareholder
or joint shareholders or
an electronic transfer into a nominated account is rejected or refunded, the Company may credit the amount payable to an
account of the Company to be held
until the shareholder nominates a
valid account.


 


- 56 -


 

















 


130.3   An amount credited to an account under Article 130.2
is to be treated as having been paid to the shareholder
at the time it is credited to that account. The Company will not be a trustee of the money and no interest
will accrue on the money.


 


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


 


130.5   Payment by electronic transfer, cheque or warrant, or in any other way, is made at
the risk of the people who are entitled to the money. The Company is treated as having paid a
dividend if a payment using electronic or other means approved by the directors
is made in accordance with instructions given by the Company or if such a cheque or warrant is cleared. The Company
will not be responsible for a payment which is lost or delayed.


 


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


 


 


131       Record dates
for payments and other matters


 


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


 


 


132       Dividends
which are not claimed


 


132.1   If an amount is held in an account pursuant to Article
130.2, or a payment made by cheque, warrant
or any other written financial instrument for an amount payable under Article
130.1 has not been claimed, for one year after the passing of either the
resolution passed at a General Meeting declaring that dividend or the
resolution of the directors providing for payment of that dividend, the
directors may invest the dividend or use it in some other way for the benefit
of the Company until the dividend
is claimed. If a dividend has not been claimed for 12 years after either the
passing of the relevant resolution either declaring that dividend or providing
for payment of that dividend, it will be forfeited
and belong to the Company again.


 


132.2   If an amount is held in an account pursuant to Article
130.2, or a cheque, warrant or
other written financial instrument  for
an amount payable under Article 130.1 has been sent back or is not cashed, for
two dividends in a row, the Company
can stop paying dividends. If the shareholder
or a person automatically
entitled  to the shares by law claims those
dividends in writing (before they are forfeited under Article 132.1), the Company must start paying dividends by any
payment method approved by the directors in accordance with Article 130.


 


 


133       Waiver of
dividends


 


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


 


- 57 -


 

















 


accordance with Article 147 by him, to the Company. If appropriate, the notice in writing may be signed
or authenticated in accordance with Article 147 by whoever has become automatically entitled to the shares by law. For the waiver to
be effective, the Company must
accept the notice in writing and act on it. The Company may, however, decline to act on the notice in writing
and continue to pay dividends to the shareholder
accordingly.


 


 


CAPITALISING
RESERVES


 


 


134       Capitalising
reserves


 


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


 


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


 


·              the Company is holding as undistributed profits.


 


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


 


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


 


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


 


 


SCRIP DIVIDENDS


 


 


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


 


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


 


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


 


- 58 -


 

















 


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


 


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


 


·              the next dividend; or


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


- 59 -


 

















 


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


 


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


 


135.9   The directors can exclude or restrict the right to choose new Ordinary Shares in the case of any
shareholder who is an Approved Depositary
or a nominee for an Approved Depositary.
They can do this if the offer or exercise
of the right to or by the people on whose behalf the Approved Depositary holds the shares would suffer from legal or practical problems of the
kind mentioned in Article 135.8. If other Ordinary
Shareholders (other than those excluded under Article 135.8) have
the right to choose new Ordinary Shares,
the directors must be satisfied that an appropriate dividend reinvestment plan
or similar arrangement is available to a substantial majority of the people on
whose behalf the Approved Depositary
holds shares or that such arrangements will be available promptly. The first
sentence of this Article 135.9 does not apply until the directors are satisfied
of this.


 


135.10 If an Ordinary
Shareholder chooses to receive new
Ordinary Shares, no dividend on
the Ordinary Shares for which he
has chosen to receive new Ordinary Shares
(which are called the elected  shares), will be declared or payable. Instead, new Ordinary Shares will be allotted
on the basis set out earlier in this Article. To do this the directors will
convert into capital a sum equal to the total nominal
value of the new Ordinary Shares
to be allotted. They will use
this sum to pay up in full the appropriate number of new Ordinary Shares. These will then be allotted and distributed to the holders of
the elected  shares as set out above. The sum to be
converted into capital can be taken from any amount which is then in any reserve or fund (including the share premium account, any capital redemption reserve and the profit
and loss account). Article 134 applies to this process, so far as it is
consistent with this Article 135.


 


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


 


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


 


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


 


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


 


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


 


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


 


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ACCOUNTS


 


 


136                     Accounting
and other records


 


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


 


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


 


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


 


 


137                     Location and
inspection of records


 


137.1         The accounting records must be kept:


 


·                  at the Registered Office; or


 


·                  at any other place which the Companies Acts allow and the directors
decide on.


 


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


 


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


 


·                  the Companies Acts or a proper court order give him that right; or


 


·                  the directors authorise him to
do so; or


 


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


 


 


138                     Sending
copies of accounts and other documents


 


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


 


138.2         Copies of the documents set
out in Article 138.1 must be delivered or sent to the shareholders and debenture holders at their registered addresses and to all
other people to whom the Articles,
or the Companies Acts or the
requirements of the UK Listing Authority
or the London Stock Exchange (or
of any other stock exchange on which all or any of the shares of the Company have been admitted for listing) require the Company to send them. This must be done at
least 21 days before the relevant General Meeting. However, the Company need not send these documents to shareholders who are sent summary financial
statements in accordance with the Companies
Acts.


 


138.3         Shareholders or debenture holders who are not sent copies of the above
documents in Article 138.2 can receive a copy free of charge by applying to the
Company at the Registered Office.


 


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AUDITORS


 


 


139                     Actions of
auditors


 


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


 


 


140                     Auditors at
General Meetings


 


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


 


 


COMMUNICATIONS WITH SHAREHOLDERS


 


 


141                     Serving and
delivering notices and other documents


 


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


 


·                  personally;


 


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


 


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


 


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


 


141.3         Articles 141 to 147 do not
affect any provision of the Companies Acts
requiring offers, notices, information or documents to be sent, served, supplied
or delivered in a particular way.


 


 


142                     Notices to
joint holders


 


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


 


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


 


- 62 -


 

















 


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


 


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


 


 


143                     Notices for
shareholders with foreign addresses


 


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


 


 


144                     When notices
are served


 


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


 


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


 


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


 


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


 


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


 


 


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


 


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


 


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


 


- 63 -


 

















 


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


 


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


 


145.2         Save as provided by Article 145.1, any offer, notice, information or any
other document delivered or sent to the address of any shareholder in pursuance of these Articles shall, notwithstanding that such shareholder be then dead or bankrupt or in
liquidation, and whether or not the Company
has notice of his death or bankruptcy or liquidation, be deemed to have been
duly delivered or sent in respect of any share registered in the name of such shareholder as sole or first-named joint
holder.


 


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


 


 


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


 


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


 


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


 


 


147                     Signature or
authentication of documents


 


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


 


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


 


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MINUTES AND RECORDS


 


 


148                     Minutes


 


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


 


·                                        all appointments of officers
made by the directors;


 


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


 


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


 


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


 


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


 


 


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


 


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


 


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


 


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


 


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


 


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


 


 


WINDING UP


 


 


150                     Directors’
power to petition


 


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


 


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151                     Distribution
of assets in kind


 


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


 


 


DESTROYING DOCUMENTS


 


 


152                     Destroying
documents


 


152.1         The Company can destroy
all:


 


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


 


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


 


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


 


152.2         A document destroyed in accordance with Article 152.1 is conclusively
treated as having been a valid and effective document in accordance with the Company’s records relating to the document.
Any action of the Company in
dealing with the document in accordance with its terms before it was destroyed
is conclusively treated as properly taken.


 


152.3         Articles 152.1 and 152.2 only
apply to documents which are destroyed in good faith and if the Company has not been informed that keeping
the documents is relevant to any claim.


 


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


 


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


 


·                                        destroys a document earlier
than referred to in Article 152.1; or


 


·                                        would not be liable if this
Article did not exist.


 


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


 


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DIRECTORS’ LIABILITIES


 


 


153                     Indemnity


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


153.3         Where a director, Secretary
or officer is indemnified against
any liability in accordance with this Article 153, such indemnity shall extend to all costs,
charges, losses, expenses and liabilities incurred by him in relation thereto.


 


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


 


153.5         So far as the Companies Acts allow, the Secretary and other officers, who are not
directors of the Company or an Associated Company of the Company of the Company are exempted from any liability
to the Company or any Associated Company of the Company where that liability would be covered by the indemnity in Article 153.1.


 


- 67 -


 

















 


 


154                     Insurance and
Defence funding


 


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


 


·             the Company;


 


·             any holding company of the
Company;


 


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


 


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


 


154.2         Without limiting Article 153 in any way, the directors can arrange for
the Company to purchase and
maintain insurance for or for the benefit of any persons who are or were at any
time:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


154.4         The terms set out in Section 205(2) of the Companies Act 2006 shall apply to any provision of funds or
other things done under Article 154.3.


 


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


 


- 68 -


 

















 


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


 


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


 


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


 


 


SHARE WARRANTS


 


 


155                     Issue of
Share Warrants


 


155.1         The Company can issue  Share
Warrants which state that the
bearer of the Share  Warrant (“Bearer”)
is entitled to the shares
specified in the Share  Warrant. The Company can only do this in a way which is allowed under the Companies Acts and in Articles 155 to 162. Share  Warrants
can provide for the payment of future dividends and other distributions
relating to the shares. Payment
can be made by exchanging coupons which can be attached to the Share  Warrants,
or in any other way which the directors determine.


 


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


 


155.3         Subject to Article 155.2, the provisions
of the Articles relating to share
certificates and transferring shares
do not apply to Share  Warrants.


 


155.4         Each Share  Warrant
must be issued under the Seal.


 


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


 


 


156                     Directors can
accept a certificate instead of a Share Warrant


 


156.1         The directors can accept a certificate from the persons referred to in
Article 156.2 stating that they hold Share
Warrants on behalf of someone
named in the certificate as proof of matters set out in such certificate. The
certificate will be in such form as the directors decide (including details of
the number of shares to which the Share  Warrant
relates).


 


156.2         The only people who may
deliver a certificate to the Company
are the ADR Depositary or any bank
or agent which has been appointed
by the Company. For the purposes
of Articles 155 to 161, the Company
can treat the deposit of the certificate as though the Share  Warrant
itself had been deposited at the Transfer
Office.


 


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


 


- 69 -


 

















 


 


157                     Requesting a
Share Warrant


 


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


 


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


 


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


 


157.4         A person who requests a Share  Warrant
(including a person requesting a Share
Warrant in the circumstances
described in Article 158) is responsible (and will re-imburse the Company) for all and any stamp duties,
stamp duty reserve tax, bearer instrument duty, taxes, charges, fees, interest
and penalties payable in connection with the issue of the Share  Warrants.
This Article 157.4 applies unless the person requesting the Share  Warrant
agrees otherwise with the Company.


 


 


158                     Replacing
Share Warrants


 


158.1         If a Share  Warrant is damaged or defaced, the Bearer can request a new one, once he
returns the damaged or defaced Share
Warrant to the directors at the Transfer Office. Once any payments of the
types described in Article 157.4 are made (if any), a new Share  Warrant
will be issued.


 


158.2         If a Share  Warrant
is said to have been lost, stolen or destroyed, the directors can issue a
replacement (although they do not have to do so). The directors can require
satisfactory evidence of the loss, theft or destruction, an indemnity, the payment of any exceptional
out of pocket expenses, and payments of the types described in Article 157.4
before issuing a replacement.


 


158.3         The Bearer can ask the directors to cancel his existing Share  Warrant
and replace it with two (or more) Share
Warrants which together represent
the same number of shares which
the original single Share  Warrant represented. The directors do not
have to comply with this request. If they do, the Bearer will have to surrender his original Share  Warrant
and can be required by the directors to make any payments of the types
described in Article 157.4 before the new Share
Warrants are issued.


 


 


159                     Rights of the
Bearer


 


159.1         The Bearer (or a person who
has deposited his Share  Warrant in accordance with Article 159.2 or
if the directors so decide, Article 156.2) shall be entitled to the same rights
and be subject to the same
obligations as those to which he would be entitled or subject if he were the
registered holder of the shares to
which the Share  Warrant relates. This is subject to the provisions of Articles 155
to 162.


 


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


 


- 70 -


 

















 


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


 


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


 


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


 


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


 


159.3         Any Share  Warrant which is deposited in accordance
with Article 159.2 must remain deposited until the end of the General Meeting
at which the person who deposited the Share
Warrant desires to attend or be
represented.


 


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


 


 


160                     Bearers of
Share Warrants participating in securities offers


 


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


 


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


 


160.3         For the purposes of this
Article, a securities offer means
an offer of shares, securities or debentures to shareholders
or any class of shareholders, or a
proposed issue of shares pursuant to Article 134.


 


 


161                     Communications
with Bearers of Share Warrants


 


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


 


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


 


- 71 -


 
















 


 


162       Issuing
shares to which the Share Warrant relates


 


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


 


·             the Share  Warrant;
and


 


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


 


162.2   The Company will comply
with a request made in accordance with Article 162.1 only upon the payment (or
reimbursement) by the Bearer of
all and any stamp duties, stamp duty reserve tax, bearer instrument duty,
taxes, charges, fees, interest and penalties payable in connection with the issue of the shares. The Company
may, however, agree that any such taxes or costs do not have to be paid by the Bearer.


 


162.3   If the Company
complies with a request made in accordance with Article 162.1, the person named
in the declaration will be entitled to have his name entered as a member in the Register in respect of the shares
specified in the declaration and to receive a share certificate for them. The
time limit for the Company to
prepare a share certificate under this Article 162.3 is two months from the
decision to comply with a request made in accordance with Article 162.1.


 


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


 


 


ADR DEPOSITARY


 


 


163       ADR
Depositary can appoint proxies


 


163.1   The ADR Depositary can
appoint more than one person to be its proxy.
As long as the appointment complies with the requirements in Article 163.2, the
appointment can be made in any way and on any terms which the ADR Depositary thinks fit. Each person
appointed in this way is called an Appointed
Proxy.


 


163.2   The appointment must set out the number of shares in relation to which an Appointed Proxy is appointed. This number
is called the Appointed Number.
The Appointed  Numbers of all Appointed Proxies appointed by the ADR Depositary, when added together, must not be more than the
number of Depositary  Shares (as calculated in Article 163.3).


 


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


 


·             registered in the name of the ADR Depositary;


 


·             represented by Share  Warrants
which have been deposited by the ADR
Depositary with the Company
in accordance with Article 159; and


 


- 72 -


 

















 


·             represented by Share  Warrants
which are set out in a certificate from the ADR
Depositary accepted by the directors in accordance with Article 156.


 


 


164       The ADR
Depositary must keep a Proxy Register


 


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


 


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


 


 


165       Appointed
Proxies can only attend General Meetings if properly appointed


 


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


 


 


166       Rights of
Appointed Proxies


 


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


 


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


 


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


 


 


167       Sending
information to an Appointed Proxy


 


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


 


- 73 -


 

















 


 


168       The Company
can pay dividends to an Appointed Proxy


 


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


 


 


169       The Proxy
Register may be fixed at a certain date


 


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


 


·             exercise the rights conferred by
Article 166;


 


·             receive documents sent
pursuant to Article 167; and


 


·             be paid dividends pursuant to
Article 168


 


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


 


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


 


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


 


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


 


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


 


 


170       The nature of
an Appointed Proxy’s interest


 


Except as required by the Companies Acts, no Appointed
Proxy will be recognised by the Company
as holding any interest in shares
upon any trust. Except for recognising the rights given in relation to General
Meetings by appointments made by Appointed
Proxies pursuant to Article 166, the Company is entitled to treat any person entered in the Proxy  Register
as an Appointed Proxy as the only
person (other than the ADR Depositary)
who has any interest in the shares
in respect of which the Appointed Proxy
has been appointed.


 


 


171       Validity of
the appointment of Appointed Proxies


 


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


 


- 74 -


 

















 


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


 


171.2   If a question of the type described in Article 171.1
arises in any circumstances other than at or in relation to a General Meeting,
the question will be determined by the directors. Their decision (which can
include declining to recognise a particular appointment or appointments as
valid) will also, if made in good faith, be final and binding on all persons
interested.


 


 


Rights and Restrictions Attached to
the B Shares


 


 


172       Definitions


 


The following definitions will apply solely in
Articles 172 to 189:


 


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


 


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


 


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


 


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


 


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


 


·             Deferred
Shares means the unlisted deferred shares of 15 pence each, the rights and
restrictions attached to which are set out in Articles 182 to 188;


 


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


 


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


 


- 75 -


 

















 


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


 


·             First
Redemption Date means 4 August 2006;


 


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


 


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


 


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


 


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


 


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


 


 


173       Income


 


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


 


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


 


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


 


- 76 -


 

















 


 


174       Capital


 


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


 


174.2   The holders of B
Shares will not have any other right to share in the Company’s surplus assets. If there is a winding-up to which
Article 174.1 applies and there is not enough to pay the amounts due on the B Shares, the holders of the B Shares will share what is available in
proportion to the amounts to which they would otherwise be entitled.


 


 


175       Redemption


 


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


 


175.1   Unless redeemed earlier,
on 5 August 2008.


 


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


 


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


 


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


 


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


 


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


 


- 77 -


 

















 


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


 


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


 


 


176       Initial B
Share Dividend


 


176.1   The holders of B Shares
will be entitled to a dividend of 15 pence per B Share (the Initial B Share
Dividend) provided their names are entered on the register of
members of the Company on issue of
the B Shares and they have
notified the Company’s registrar
by validly making an Election on
or before 3.00 p.m. on 3 August 2006 (or any later date the Directors may decide) indicating that they
wish to receive the Initial B Share Dividend.
Each B Share, in respect of which
the Initial B Share Dividend is
payable, will at 9.00 a.m. on 7 August 2006 (or any other date the directors
may decide) be converted into a Deferred
Share of 15 pence nominal value. The rights and restrictions
attaching to the Deferred Shares
are set out in Articles 182 to 188.


 


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


 


 


177       Voting at
General Meetings


 


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


 


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


 


 


178       Purchase of
Shares


 


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


 


- 78 -


 

















 


 


179       Class Rights


 


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


 


179.2   The Company
may reduce the share capital paid up or treated as paid up on the B Shares in any way (in accordance with the
Companies Acts). Any such
reduction will be in accordance with the rights attaching to the B Shares and will not involve a variation
of those rights. The Company can
reduce its capital (in accordance with the Companies
Acts) at any time without the consent of the holders of the B Shares including by paying to the holders
of B Shares the preferential
amounts they are entitled to as set out in Article 174.


 


 


180       Form


 


The holders of B
Shares cannot renounce their B
Shares. Any transfer of B Shares
must be effected in writing and either in the usual or standard form or in any
other form approved by the directors. Every transfer of uncertificated B Shares must be carried out using a relevant system (e.g.
CREST). For the avoidance of doubt
B Shares will be redeemed in
accordance with Article 175.


 


 


181       Deletion of
Articles 172 to 181 when no B Shares in existence


 


181.1   Articles 172 to 181 shall remain in force until there are no longer any B Shares in existence whether by way of
conversion into Deferred Shares or
redemption and cancellation or until 31 December 2008, whichever is earlier,
notwithstanding any provision in these Articles
to the contrary. Thereafter Articles 172 to 181 shall be and shall be deemed to
be of no effect (save to the extent that the provisions of 172 to 181 are referred
to in other Articles) and shall be deleted and replaced with the wording
“Articles 172 to 181 have been deleted”, and the separate register for the
holders of B Shares shall no
longer be required to be maintained by the Company;
but the validity of anything done under Articles 172 to 181 before that date
shall not otherwise be affected and any actions taken under Articles 172 to 181
before that date shall be conclusive and shall not be open to challenge on any
grounds whatsoever.


 


 


Rights and Restrictions Attached to
the Deferred Shares


 


 


182       Income


 


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


 


 


183       Capital


 


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


 


- 79 -


 

















 


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


 


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


 


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


 


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


 


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


 


 


184       Redemption


 


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


 


 


185       Attendance
and voting at general meetings


 


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


 


 


186       Form


 


The Deferred Shares
will not be listed on any stock exchange and no share certificates will be
issued for the Deferred Shares.
The Deferred Shares will not be
transferable except in accordance with Article 188 or with the consent in
writing of the Directors.


 


 


187       Class rights


 


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


 


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


 


- 80 -


 

















 


 


188       Transfer and
purchase


 


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


 


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


 


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


 


 


189       Deletion of
Article 182 to 189 when no Deferred Shares in existence


 


Articles 182 to 189 shall remain in force until there
are no longer any Deferred Shares
in existence or until 31 December 2008, whichever is earlier, notwithstanding
any provision in these Articles to
the contrary. Thereafter Articles 182 to 189 shall be and shall be deemed to be
of no effect (save to the extent that the provisions of Articles 182 to 189 are
referred to in other Articles) and
shall be deleted and replaced with the wording “Articles 182 to 189 have been
deleted”, and the separate register for the holders of Deferred Shares shall no longer be required
to be maintained by the Company;
but the validity of anything done under Articles 182 to 189 before that date
shall not otherwise be affected and any actions taken under Articles 182 to 189
before that date shall be conclusive and shall not be open to challenge on any
grounds whatsoever.


 


 


Approved Depositaries


 


 


190       Appointments


 


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


 


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


 


- 81 -


 
















 


 


191       Rights of
Nominated Proxies


 


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


 


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


 


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


 


191.4   For the purposes of determining who is entitled as a Nominated Proxy  to exercise the rights conferred by Articles 191.2 and 191.3
and the number of Depositary Shares
in respect of which a person is to be treated as having been appointed as a Nominated Proxy for these purposes, the Approved Depositary can decide that the Nominated Proxies who are so entitled are
the people entered in the Nominated Proxy
Register at a time and on a date (a Record Time) agreed between the Approved Depositary and the Company.


 


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


 


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


 


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


 


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


 


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


 


- 82 -


 

















 


 


Glossary


 


 


About the glossary


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


charge  See lien and charge.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


in issue  See issue.


 


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instruments  Formal legal documents.


 


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


 


liabilities  Debts and other obligations.


 


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


 


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


 


members  means shareholders.


 


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


 


nominal value  The nominal  value of the share. The nominal
value of the US$0.113/7  Ordinary Shares is US$0.113/7. This value is shown on the share certificate for a share, if there is one. When the Company  issues
new shares this can be for a price
which is at a premium to the nominal  value.
When shares are bought and sold on
the stock market this can be for more, or less, than the nominal  value.
The nominal  value is sometimes also called the “par value”.


 


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


 


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


 


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


 


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


 


par value  See nominal value.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


revoke  To withdraw, or cancel.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


subscribers to  shares  The people who first acquire
the shares.


 


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


 


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


 


·             has a majority of the votes in
the company either alone, or
acting with others;


 


·             is a shareholder who can appoint or remove a
majority of the directors; or


 


·            can exercise dominant influence over the company because of anything in the Company’s  Memorandum
or Articles, or because of a
certain kind of contract.


 


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


 


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


 


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


 


warrant  See the definition of dividend warrant.


 


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


 


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


 


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