<PAGE>
                                                                     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

<PAGE>

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 28 JULY 2000)

1        (1) THE 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"



<PAGE>

                  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,



<PAGE>

                  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.



<PAGE>

         (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.

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 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.



<PAGE>

--------------------------------------------------------------------------------
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


<PAGE>

Company Number: 1833679

                         THE COMPANIES ACTS 1948 TO 1985

                        PUBLIC COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION

                                       OF

                      VODAFONE GROUP PUBLIC LIMITED COMPANY


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                      ARTICLE NO.   PAGE NO.
<S>                                                                   <C>           <C>
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           6

FIXED RATE SHARES
Right of Fixed Rate Shares to profits                                       4           6
Right of Fixed Rate Shares to capital                                       5           7
Voting rights of Fixed Rate Shares                                          6           7
Varying the rights of Fixed Rate Shares                                     7           8

CHANGING CAPITAL
The power to increase capital                                               8           8
Application of the Articles to new shares                                   9           8
The power to change capital                                                10           8
Fractions of shares                                                        11           9
The power to reduce capital                                                12           9
Buying back shares                                                         13           9

SHARES
The special rights of new shares                                           14          10
The directors' power to deal with shares                                   15          10
The directors' authority to allot "relevant securities" and "equity        16          10
securities"
Power to pay commission and brokerage                                      17          12
Renunciations of allotted but unissued shares                              18          12
No trusts or similar interests recognised                                  19          12

SHARES IN UNCERTIFICATED FORM
Holding shares in uncertificated form and effect of the CREST              20          13
Regulations

SHARE CERTIFICATES
Certificates                                                               21          13
Replacement share certificates                                             22          14

CALLS ON SHARES
The directors can make calls on shares                                     23          15
The liability for calls                                                    24          15
Interest and expenses on unpaid calls                                      25          15
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                      ARTICLE NO.   PAGE NO.
<S>                                                                   <C>           <C>
Sums which are payable when a share is allotted are treated as a
call                                                                       26          15
Calls can be for different amounts                                         27          15
Paying calls early                                                         28          16

FORFEITING SHARES
Notice following non-payment of a call                                     29          16
Contents of the notice                                                     30          16
Forfeiture if the notice is not complied with                              31          16
Forfeiture will include unpaid dividends                                   32          16
Dealing with forfeited shares                                              33          16
Cancelling forfeiture                                                      34          17
The position of shareholders after forfeiture                              35          17

LIENS ON PARTLY PAID SHARES
The Company's lien on shares                                               36          17
Enforcing the lien by selling the shares                                   37          17
Using the proceeds of the sale                                             38          18
Evidence of forfeiture or enforcement of lien                              39          18

CHANGING SHARES RIGHTS
Changing the special rights of shares                                      40          18
More about the special rights of shares                                    41          19

TRANSFERRING SHARES
Share transfers                                                            42          19
More about transfers of shares in certificated form                        43          19
The Company can refuse to register certain transfers                       44          20
Closing the Register                                                       45          20
Overseas branch registers                                                  46          20

PERSONS AUTOMATICALLY ENTITLED TO SHARES BY LAW
When a shareholder dies                                                    47          20
Registering personal representatives                                       48          20
A person who wants to be registered must give notice                       49          21
Having another person registered                                           50          21
The rights of people automatically entitled to shares by law               51          21

SHAREHOLDERS WHO CANNOT BE TRACED
Shareholder who cannot be traced                                           52          21

GENERAL MEETINGS
The Annual General Meeting                                                 53          22
Extraordinary General Meetings                                             54          22
Calling an Extraordinary General Meeting                                   55          22
Notice of General Meetings                                                 56          23
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                      ARTICLE NO.   PAGE NO.
<S>                                                                   <C>           <C>
PROCEEDINGS AT GENERAL MEETINGS
The chairman of a General Meeting                                          57          24
Security, and other arrangements at General Meetings                       58          24
Overflow meeting rooms                                                     59          25
The quorum needed for General Meetings                                     60          25
The procedure if there is no quorum                                        61          25
Adjourning meetings                                                        62          25
Amending Resolutions                                                       63          26

VOTING PROCEDURES
How votes are taken                                                        64          26
How a poll is taken                                                        65          26
Where there cannot be a poll                                               66          27
A General Meeting continues after a poll is demanded                       67          27
Timing of a poll                                                           68          27
The chairman's casting vote                                                69          27
The effect of a declaration by the chairman                                70          27

VOTING RIGHTS
The votes of shareholders                                                  71          27
Shareholders who owe money to the Company                                  72          28
Suspension of rights on non-disclosure of interest                         73          28
Votes of shareholders who are of unsound mind                              74          30
The votes of joint holders                                                 75          30

PROXIES
Appointment of proxies                                                     76          30
Completing proxy forms                                                     77          30
Delivering proxy forms                                                     78          31
Cancellation of proxy's authority                                          79          32
Authority of proxies                                                       80          32
Representatives of companies                                               81          32
Challenging votes                                                          82          33

DIRECTORS
The number of directors                                                    83          33
Qualification to be a director                                             84          33
Directors' fees and expenses                                               85          33
Special pay                                                                86          33
Directors' expenses                                                        87          34
Directors' pensions and other benefits                                     88          34
Appointing directors to various posts                                      89          34

CHANGING DIRECTORS
Age limits                                                                 90          35
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                      ARTICLE NO.   PAGE NO.
<S>                                                                   <C>           <C>
Retiring directors                                                         91          35
Eligibility for re-election                                                92          35
Re-electing a director who is retiring                                     93          35
Election of two or more directors                                          94          35
People who can be directors                                                95          35
The power to fill vacancies and appoint extra directors                    96          36
Removing and appointing directors by an ordinary resolution                97          36
When directors are disqualified                                            98          36

DIRECTORS' MEETINGS
Directors' meetings                                                        99          37
Who can call directors' meetings                                          100          37
How directors' meetings are called                                        101          37
Quorum                                                                    102          37
The Chairman of directors' meetings                                       103          38
Voting at directors' meetings                                             104          38
Directors can act even if there are vacancies                             105          38
Directors' meetings by video conference and telephone                     106          38
Resolutions in writing                                                    107          38
The validity of directors' actions                                        108          39

DIRECTORS' INTERESTS
Directors' interests in transactions with the Company                     109          39
When directors can vote on things in which they are interested            110          39
More about directors' interests                                           111          41

DIRECTORS' COMMITTEES
Delegating powers to committees                                           112          41
Committee procedure                                                       113          42

DIRECTORS' POWERS
The directors' management powers                                          114          42
The power to establish local boards                                       115          42
The power to appoint attorneys                                            116          43
Borrowing powers                                                          117          43
Borrowing restrictions                                                    118          43

ALTERNATE DIRECTORS
Alternate directors                                                       119          45

THE SECRETARY
The Secretary and Deputy and Assistant Secretaries                        120          46

THE SEAL
The Seal                                                                  121          46
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                      ARTICLE NO.   PAGE NO.
<S>                                                                   <C>           <C>
AUTHENTICATING DOCUMENTS
Establishing that documents are genuine                                   122          47

RESERVES
Setting up reserves                                                       123          47

DIVIDENDS
No dividends are payable except out of profits                            124          48
Final dividends                                                           125          48
Fixed and interim dividends                                               126          48
Dividends not in cash                                                     127          48
Calculation and currency of dividends                                     128          48
Deducting amounts owing from dividends and other money                    129          49
Payments to shareholders                                                  130          49
Record dates for payments and other matters                               131          49
Dividends which are not claimed                                           132          50
Waiver of dividends                                                       133          50

CAPITALISING RESERVES
Capitalising reserves                                                     134          50

SCRIP DIVIDENDS
Ordinary Shareholders can be offered the right to receive extra           135          51
shares instead of cash dividends

ACCOUNTS
Accounting and other records                                              136          53
Location and inspection of records                                        137          53
Sending copies of accounts and other documents                            138          53

AUDITORS
Acts of auditors                                                          139          54
Auditors at General Meetings                                              140          54

NOTICES
Serving and delivering notices and other documents                        141          54
Notices to joint holders                                                  142          55
Notices for shareholders with foreign addresses                           143          55
When notices are served                                                   144          55
Serving notices and documents on shareholders who have died or            145          55
are bankrupt
If documents are accidentally not sent                                    146          55

MINUTES AND RECORDS
Minutes                                                                   147          56
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                         ARTICLE NO.   PAGE NO.
<S>                                                                      <C>           <C>
Availability of records for inspection and notifying the Registrar of
Companies                                                                    148          56

WINDING UP
Directors' power to petition                                                 149          56
Distribution of assets in kind                                               150          57

DESTROYING DOCUMENTS
Destroying documents                                                         151          57

INDEMNITY AND INSURANCE
Indemnity                                                                    152          58
Insurance                                                                    153          58

SHARE WARRANTS
Issue of Share Warrants                                                      154          59
Directors can accept a certificate instead of a Share Warrant                155          59
Requesting a Share Warrant                                                   156          59
Replacing Share Warrants                                                     157          60
Rights of the Bearer                                                         158          60
Bearers of Share Warrants participating in securities offers                 159          61
Communications with Bearers of Share Warrants                                160          61
Issuing shares to which the Share Warrant relates                            161          61

ADR DEPOSITARY
ADR Depositary can appoint proxies                                           162          62
The ADR Depositary must keep a Proxy Register                                163          62
Appointed Proxies can only attend General Meetings if properly               164          62
appointed
Rights of Appointed Proxies                                                  165          62
Sending information to an Appointed Proxy                                    166          63
The Company can pay dividends to an Appointed Proxy                          167          63
The Proxy Register may be fixed at a certain date                            168          63
The nature of an Appointed Proxy's interest                                  169          64
Validity of the appointment of Appointed Proxies                             170          64

GLOSSARY                                                                                  65
</TABLE>


<PAGE>

Company Number: 1833679

                         THE COMPANIES ACTS 1948 TO 1985

                            COMPANY LIMITED BY SHARES

                             ARTICLES OF ASSOCIATION

 Adopted on 30 June 1999 pursuant to a Special Resolution passed on 24 May 1999
  and amended by Special Resolutions passed on 27 July 2000 and 25 July 2001.

                                       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.

<TABLE>
<CAPTION>
WORDS AND PHRASES                                              MEANING
<S>                              <C>
ADJUSTED TOTAL OF CAPITAL        This is defined in Article 118.2.
AND RESERVES

ADR DEPOSITARY                   A custodian or other person or persons approved by the directors
                                 who (a) hold's 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 (b) is appointed by or
                                 on behalf of the COMPANY to hold SHARE WARRANTS.

AMERICAN DEPOSITARY SHARES       These represent SHARES in the COMPANY and are evidenced by AMERICAN
                                 DEPOSITARY RECEIPTS.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
WORDS AND PHRASES                                              MEANING
<S>                              <C>
AMERICAN DEPOSITARY              These represent AMERICAN DEPOSITARY SHARES either
RECEIPTS                         physically or in the form of DIRECT REGISTRATION RECEIPTS.

APPOINTED PROXY                  This is defined in Article 162.1.

APPROVED TRANSFER                This is defined in Article 73.9, for the purposes of Article 73.

ARTICLES                         The COMPANY'S Articles of Association, including any changes made
                                 to them.

BEARER                           This is defined in Article 154.1.

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.

COMPANIES ACTS                   The COMPANIES ACT 1985, 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.

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

COMPANY REPRESENTATIVE           This is defined in Article 81.1.

THE COMPANY                      Vodafone Group Public Limited Company.

CREST REGULATIONS                The Uncertificated Securities Regulations 1995.

DEFAULT SHARES                   This is defined in Article 73.1, for the purposes of Article 73.

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 73.3 for the purposes of Article 73.

ELECTED SHARES                   This is defined in Article 135.8.

ELECTRONIC COMMUNICATIONS        The meaning of electronic communication is given in Section 15 of
                                 the Electronic Communications Act 2000.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
WORDS AND PHRASES                                              MEANING
<S>                              <C>
ELECTRONIC MAIL                  Includes any ELECTRONIC COMMUNICATION in any form through any
                                 medium (including transmissions through the internet or by fax).

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.

FIXED RATE SHARES                The 7 per cent cumulative fixed rate shares of(pound)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.

NON EQUITY SECURITIES            Securities which are not EQUITY SECURITIES.

OPERATOR                         CRESTCo Limited or any other operator of a RELEVANT SYSTEM under
                                 the CREST REGULATIONS.

ORDINARY SHAREHOLDER             A holder of the COMPANY'S ORDINARY SHARES.

ORDINARY SHARES                  Ordinary shares of US$0.10 each in the COMPANY.

PAID-UP SHARE OR OTHER           Includes a SHARE or other security which is treated

SECURITY                         ("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 or ELECTRONIC COMMUNICATION which appoints
                                 a proxy.

RECOGNISED CLEARING HOUSE        A clearing house granted recognition under the Financial Services
                                 Act 1986.

RECOGNISED INVESTMENT            An investment exchange granted recognition under the Financial
EXCHANGE                         Services Act 1986.

RECORD DATE                      This is defined in Article 168.1, for the purposes of Article 168.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
WORDS AND PHRASES                                              MEANING
<S>                              <C>
REGISTER                         The COMPANY'S register of members.

REGISTERED OFFICE                The COMPANY'S registered office.

RELEVANT COMPANY                 This is defined in Article 153.1, for the purposes of Article 153.

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 135.4, 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 any assistant or deputy secretary.

SECURITIES OFFER                 This is defined in Article 159.3, for the purposes of Article 159.

SECURITIES SEAL                  A seal used to stamp securities issued by the COMPANY in
                                 CERTIFICATED FORM as evidence that the COMPANY has issued them.

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 736 of the COMPANIES ACT 1985.

SUBSIDIARY UNDERTAKING           A subsidiary undertaking as defined in Section 258 of the
                                 COMPANIES ACT 1985.

SUBSTANTIVE RESOLUTION           Any resolution or question put to the vote of a General Meeting
                                 which is not a PROCEDURAL RESOLUTION.

TAKEOVER OFFER                   A takeover offer as defined in Section 428 of the Companies Act
                                 1985.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
WORDS AND PHRASES                                              MEANING
<S>                              <C>
TERMS of a share                 The terms on which a SHARE was issued.

TRANSFER OFFICE                  The place where the REGISTER is kept.

UK LISTING AUTHORITY             The Financial Services Authority in its capacity as the competent
                                 authority under the Financial Services Act 1986.

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.
</TABLE>

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 other legislation 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 which is defined in the COMPANIES ACTS (excluding any
         modification to them by a further act or statutory instrument which is
         not in force when these ARTICLES are adopted) means the same in the
         ARTICLES, unless the ARTICLES define it differently, or the way in
         which the word 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 or an
         extraordinary resolution.

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


<PAGE>

         -        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 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 written
         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 written 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 term ADDRESS when used in relation to ELECTRONIC COMMUNICATIONS or
         ELECTRONIC MAIL includes any number or address used for the purposes of
         such communication.

                                  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 (pound)50,000 and U.S.$816,000,000. This is made up of
         50,000 7 per cent. cumulative fixed rate shares of (pound)1 each and
         8,160,000,000 ordinary shares of U.S.$0.10 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.

-----------------
(1)  On 21 July 1999 the share capital of the Company was increased to
     (pound)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 (pound)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.


<PAGE>

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;

         -        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.


<PAGE>

         -        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

         -        an extraordinary resolution is passed at a separate CLASS
                  MEETING by the holders of the FIXED RATE SHARES approving the
                  proposal,

         in accordance with Article 40.

                                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;


<PAGE>

         -        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.

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 an extraordinary 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.


<PAGE>

                                     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.

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


<PAGE>

         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):

                  -        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


<PAGE>

                  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

         -        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.


<PAGE>

                          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.

                               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


<PAGE>

         -        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;

         -        five WORKING DAYS after a valid transfer of fully-paid SHARES
                  is presented for registration; or

         -        two months after a valid transfer of partly-paid SHARES is
                  presented for registration.

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.


<PAGE>

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;

         -        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 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.


<PAGE>

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.

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 place 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.


<PAGE>

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 written notice 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;

         -        the written notice must have been 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.


<PAGE>

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 an extraordinary 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.

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.


<PAGE>

         -        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:

         -        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.


<PAGE>

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. They do not have to give
         any reasons for refusing. But, 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 the person to whom such SHARE was to be transferred. This
         must be done no later than two months after the COMPANY receives the
         transfer (in the case of a SHARE in CERTIFICATED 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.

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


<PAGE>

         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 this
         notice, 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.

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


<PAGE>

                  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 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, each year the COMPANY must
         hold an Annual General Meeting, 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. There must not be a gap of more than 15 months between one
         Annual General Meeting and the next. 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       EXTRAORDINARY GENERAL MEETINGS

         If a General Meeting is not an Annual General Meeting, it is called an
         Extraordinary General Meeting.

55       CALLING AN EXTRAORDINARY GENERAL MEETING

         The directors can decide to call an Extraordinary General Meeting at
         any time. Extraordinary General Meetings must also be called promptly
         in response to a requisition by SHAREHOLDERS under the COMPANIES ACTS.
         If an Extraordinary General Meeting is not called in response to such a
         request by SHAREHOLDERS, it can be called by the SHAREHOLDERS who
         requested the Extraordinary General Meeting in accordance with the
         COMPANIES ACTS. Any Extraordinary


<PAGE>

         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 an Extraordinary General Meeting.

56       NOTICE OF GENERAL MEETINGS

56.1     At least 21 clear days' notice in writing (or, where the COMPANIES ACTS
         permit, by ELECTRONIC MAIL) must be given for every Annual General
         Meeting and for any other General Meeting where it is proposed to pass
         a special resolution or to pass some other resolution of which special
         notice under the COMPANIES ACTS has been given to the COMPANY. For
         every other General Meeting at least 14 clear days' notice in writing
         (or, where the COMPANIES ACTS permit, by ELECTRONIC MAIL) 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 an Extraordinary 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.

56.2     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 or
                  extraordinary resolution; and

         -        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 attend, speak and vote instead of that
                  SHAREHOLDER.

56.3     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.

56.4     Unless the COMPANIES ACT 1985 does not require it, the COMPANY must, on
         the requisition in writing of such number of SHAREHOLDERS as is
         specified in the COMPANIES ACT 1985, 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


<PAGE>

         -        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. The cost of this, unless
         the COMPANY decides otherwise, must be borne by the requisitionists.

                        PROCEEDINGS AT GENERAL MEETINGS

57       THE CHAIRMAN OF A GENERAL MEETING

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

57.2     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.

57.3     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.

57.4     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.

57.5     If there is no director present and willing to be chairman, then the
         SHAREHOLDERS who are personally present at the General Meeting and
         entitled to vote will decide which one of them is to be chairman.

57.6     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.

58       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


<PAGE>

         (or indefinitely). He does not need the agreement of those present at
         the General Meeting to do this.

59       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.

60       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.

61       THE PROCEDURE IF THERE IS NO QUORUM

61.1     This Article 61 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. 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.

61.2     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.

62       ADJOURNING MEETINGS

62.1     Subject to Article 58, 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.

62.2     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.


<PAGE>

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

63       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

64       HOW VOTES ARE TAKEN

64.1     All SUBSTANTIVE RESOLUTIONS will only be decided on a poll. All
         PROCEDURAL RESOLUTIONS will be decided by a show of hands of the
         SHAREHOLDERS present in person or by proxy, unless a poll is demanded
         when, or before, the result of the show of hands is declared by the
         chairman. A poll can be demanded by:

         -        the chairman of the General Meeting;

         -        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.

64.2     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.

65       HOW A POLL IS TAKEN

65.1     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.

65.2     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.

65.3     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.


<PAGE>

66       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.

67       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.

68       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 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.

69       THE CHAIRMAN'S CASTING VOTE

         If 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.

70       THE EFFECT OF A DECLARATION BY THE CHAIRMAN

         The following applies when there is a vote by a show of hands, and no
         poll is demanded, or any demand for a poll is withdrawn. A
         corresponding entry in the minute book is conclusive proof of the
         following declarations by the chairman of the General Meeting:

         -        a resolution has been carried;

         -        a resolution has been carried unanimously;

         -        a resolution has been carried by a particular majority;

         -        a resolution has been lost; or

         -        a resolution has been lost by a particular majority.

         There is no need to prove the validity, number, or proportion of votes
         recorded for or against a resolution.

                                  VOTING RIGHTS

71       THE VOTES OF SHAREHOLDERS

         At a General Meeting, on a show of hands every SHAREHOLDER who is
         present in person and every person present who has been duly appointed
         as a proxy shall have one vote, provided that each such person is
         entitled to attend and vote at that General Meeting. Where there is a
         poll, a SHAREHOLDER who is present in person (or by proxy) who is
         entitled to be present and to vote has 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.


<PAGE>

72       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, 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.

73       SUSPENSION OF RIGHTS ON NON-DISCLOSURE OF INTEREST

73.1     This Article applies if any SHAREHOLDER, or any person appearing to be
         interested in SHARES held by that SHAREHOLDER, has been properly served
         with a notice under Section 212 of the COMPANIES ACT 1985, 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
         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.

73.2     Any person who acquires SHARES subject to restrictions under Article
         73.1 is subject to the same restrictions, unless:

         -        the transfer was an APPROVED TRANSFER (see Article 73.9); or

         -        the transfer was by a SHAREHOLDER who was not himself in
                  default in supplying the information required by the notice
                  under Article 73.1 and a certificate in accordance with
                  Article 73.3 is provided.

73.3     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 (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 73.4, no transfer of any of the SHARES held
                  by the SHAREHOLDER will be registered unless:

                  -        either the transfer is an APPROVED TRANSFER (see
                           Article 73.9);

                  -        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


<PAGE>

                           -     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.

73.4     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.

73.5     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.

73.6     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 written
         notice of the directors' decision.

73.7     A DIRECTION NOTICE also ceases to apply to any SHARES which are
         transferred by a SHAREHOLDER in a transfer permitted under Article 73.3
         even where a DIRECTION NOTICE restricts transfers.

73.8     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 212 of the COMPANIES ACT 1985
         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.

73.9     For the purposes of this Article a transfer of SHARES is an APPROVED
         TRANSFER if:

         -        it is a transfer of SHARES to an offerer 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 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.

73.10    Where a person who has an interest in AMERICAN DEPOSITARY SHARES
         receives a notice under this Article 73, that person is considered for
         the purposes of this Article 73 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.


<PAGE>

73.11    Where the ADR DEPOSITARY receives a notice under this Article 73, 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 163) when it was appointed as the ADR DEPOSITARY.

73.12    This Article does not restrict in any way the provisions of the
         COMPANIES ACT which apply to failures to comply with notices under
         Section 212 of that Act.

74       VOTES OF SHAREHOLDERS WHO ARE OF UNSOUND MIND

74.1     This Article 74 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.

74.2     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 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.

74.3     If the receiver or other person appointed by the court fails to deliver
         the appropriate evidence to the TRANSFER OFFICE (or the place stated in
         the PROXY FORM) in accordance with Article 74.2, the right to vote
         shall not be exercisable.

75       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.

                                     PROXIES

76       APPOINTMENT OF PROXIES

76.1     Any SHAREHOLDER may appoint another person, who need not be another
         SHAREHOLDER, as his proxy to act at a General Meeting on his behalf.

76.2     Proxies may also be appointed to act at General Meetings in the
         circumstances, and in the manner, provided for in Articles 158.2, 162,
         164, 165 and 168, and Articles 76 to 80 should be read subject to their
         terms.

76.3     A SHAREHOLDER can appoint more than one proxy to attend on the same
         occasion.

77       COMPLETING PROXY FORMS

77.1     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.


<PAGE>

77.2     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

         -        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.

         Unless the contrary is shown, the directors are entitled to assume that
         where a PROXY FORM purports to have been signed by an officer on behalf
         of a COMPANY that such officer was duly authorised by such COMPANY
         without requiring any further evidence. Signatures need not be
         witnessed.

77.3     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 two-way voting on all resolutions intended to be
         proposed, other than resolutions which are merely procedural.

77.4     The accidental omission to send out 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.

78       DELIVERING PROXY FORMS

78.1     A PROXY FORM must be delivered to the place stated in the notice of the
         General Meeting, or in the PROXY FORM, or, if no place is stated, to
         the TRANSFER OFFICE or, if the directors decide to accept proxies by
         ELECTRONIC MAIL, in the way and to the ADDRESS that they specify. It
         must be delivered at least:

         -        48 hours before a General Meeting, an adjourned General
                  Meeting or a poll taken on the same day as the meeting; or

         -        24 hours before a poll is taken, if the poll is not taken on
                  the same day as the General Meeting or adjourned General
                  Meeting.

78.2     To the extent that the COMPANIES ACTS permit, directors can decide to
         accept proxies delivered by ELECTRONIC MAIL, subject to any
         limitations, restrictions or conditions they decide to apply and
         Articles 77.1 and 77.2 may be disapplied in relation to a PROXY FORM
         delivered in this way.

78.3     If a PROXY FORM is signed by an agent, the power of attorney or other
         authority relied on to sign 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.

78.4     If this Article 78 is not complied with, the proxy will not be able to
         act for the person who appointed him.

78.5     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.


<PAGE>

78.6     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.

78.7     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.

79       CANCELLATION OF PROXY'S AUTHORITY

79.1     Any vote cast in the way a PROXY FORM authorises, or any demand for a
         poll made by a proxy, will be valid even though:

         -        the SHAREHOLDER who appointed the proxy has died or is of
                  unsound mind;

         -        the PROXY FORM has been revoked; or

         -        the authority of the person who signed the PROXY FORM for the
                  SHAREHOLDER has been revoked.

79.2     However, this does not apply if written notice of the fact has been
         received at the TRANSFER OFFICE (or at such other place within the
         UNITED KINGDOM which is specified for the deposit of PROXY FORMS in
         accordance with these ARTICLES) before:

         -        the General Meeting or adjourned General Meeting starts; or

         -        the time fixed on a later day to take a poll,

         when the vote is taken or poll demanded.

80       AUTHORITY OF PROXIES

80.1     A proxy is entitled to speak at a General Meeting.

80.2     A PROXY FORM gives the proxy the authority to demand a poll, or to join
         others in demanding one. A demand for a poll made by a proxy for a
         SHAREHOLDER is treated in the same way as a demand by the SHAREHOLDER
         himself.

80.3     Unless the PROXY FORM provides otherwise, a PROXY FORM entitles a proxy
         to vote on any amendment to a resolution put to the General Meeting for
         which it was given as the proxy thinks fit.

81       REPRESENTATIVES OF COMPANIES

81.1     A COMPANY which is a SHAREHOLDER can authorise any person to act as its
         representative at any General Meeting which it is entitled to attend.
         This person is called a COMPANY REPRESENTATIVE. The directors of that
         COMPANY must pass a resolution to appoint the COMPANY REPRESENTATIVE.
         If the governing body of that COMPANY is not a board of directors, the
         resolution can be passed by its governing body. A COMPANY
         REPRESENTATIVE can exercise all the powers on behalf of the COMPANY
         which the COMPANY could exercise if it were an individual SHAREHOLDER
         present at the General Meeting in person. This includes the power to
         vote on a show of hands when the COMPANY REPRESENTATIVE is present in
         person at a General Meeting.

81.2     Any vote cast by a COMPANY REPRESENTATIVE, and any demand he makes for
         a poll, is valid even if he is, for any reason, no longer authorised to
         represent the COMPANY. However, this does not apply if written notice
         of the fact that he is no longer authorised has been received at


<PAGE>

         the TRANSFER OFFICE (or at such other place within the UNITED KINGDOM
         which is specified for the deposit of PROXY FORMS in accordance with
         these ARTICLES) before the deadlines which apply to notice of
         cancellation of proxies under Article 79.

82       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 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

83       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.

84       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.

85       DIRECTORS' FEES AND EXPENSES

85.1     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 86, amounts paid
         as expenses under Article 87 and any payments under Article 88) must
         not exceed:

         -        (pound)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.

85.2     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.

86       SPECIAL PAY

86.1     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);


<PAGE>

         -        travelling or staying outside his main residence for any
                  business or purposes of the COMPANY; and

         -        serving on any committee of the directors.

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

87       DIRECTORS' EXPENSES

         In addition to any fees and expenses paid under Articles 85 and 86, 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.

88       DIRECTORS' PENSIONS AND OTHER BENEFITS

88.1     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.

 88.2    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.

89       APPOINTING DIRECTORS TO VARIOUS POSTS

89.1     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.

89.2     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


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

89.3     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

90       AGE LIMITS

90.1     Provisions of the COMPANIES ACTS which, together with these ARTICLES,
         would restrict the appointment of a director or require him to stop
         being a director because he has reached a particular age do not apply
         to the COMPANY. This includes restrictions and requirements involving
         special formalities once an age limit is reached.

90.2     However, if it is proposed that a director who has reached the age of
         70 be elected or re-elected in a notice convening a General Meeting,
         the director's age must be stated in the notice (or document
         accompanying such notice). However, the accidental failure to state
         this will not invalidate the election or re-election of the director or
         any other proceedings at the General Meeting.

91       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.

92       ELIGIBILITY FOR RE-ELECTION

         A retiring director is eligible for re-election.

93       RE-ELECTING A DIRECTOR WHO IS RETIRING

93.1     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.

93.2     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;

94       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.

95       PEOPLE WHO CAN BE DIRECTORS

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


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         -        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.

95.2     A SHAREHOLDER proposing a director in accordance with Article 95.1 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):

         -        a signed letter stating that he intends to propose another
                  person for election as director; and

         -        written confirmation from the person to be proposed that he is
                  willing to be elected.

96       THE POWER TO FILL VACANCIES AND APPOINT EXTRA DIRECTORS

96.1     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.

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

96.3     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).

97       REMOVING AND APPOINTING DIRECTORS BY AN ORDINARY RESOLUTION

97.1     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.

97.2     Subject to Article 95, 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 97.1. If no director is appointed under this
         Article, the vacancy can be filled under Article 96.

97.3     Any person appointed under Article 97.2 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.

98       WHEN DIRECTORS ARE DISQUALIFIED

98.1     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;


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         -        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;

         -        he is prohibited from being a director under the COMPANIES
                  ACTS 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 written notice of
                           resignation signed by him or on his behalf; or

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

         -        all the other directors sign a notice 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 by one or more directors.

98.2     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

99       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.

100      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.

101      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 MAIL (sent to him at his last known electronic address or
         fax number). Any director can waive notice of any directors' meeting,
         including one which has already taken place.

102      QUORUM

102.1    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.

102.2    A person who holds office only as an ALTERNATE DIRECTOR shall, if his
         appointor is not present, be counted in the quorum.


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102.3    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.

103      THE CHAIRMAN OF DIRECTORS' MEETINGS

103.1    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.

103.2    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.

104      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.

105      DIRECTORS CAN ACT EVEN IF THERE ARE VACANCIES

105.1    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 83 (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.

105.2    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.

106      DIRECTORS' MEETINGS BY VIDEO CONFERENCE AND TELEPHONE

106.1    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.

106.2    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.

106.3    A directors' meeting held in the way described in Article 106.1 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.

107      RESOLUTIONS IN WRITING

107.1    This Article applies to a written resolution which is signed by all of
         the directors or members of a committee who would be entitled to vote
         on the resolution at a directors' meeting or at a


<PAGE>

         committee meeting. This kind of resolution is just as valid and
         effective as a resolution passed by those directors at a directors'
         meeting which is properly called and held.

107.2    The resolution can be passed using several copies of a document, if
         each copy is signed by one or more directors. These copies can be faxed
         copies.

107.3    A written resolution signed by an ALTERNATE DIRECTOR does not need also
         to be signed by his appointor. If the written resolution is signed by a
         director who has appointed an ALTERNATE DIRECTOR, it does not need to
         be signed by the ALTERNATE DIRECTOR acting in that capacity.

107.4    A written resolution will be valid at the time it is signed by the last
         director.

108      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

109      DIRECTORS' INTERESTS IN TRANSACTIONS WITH THE COMPANY

109.1    If the COMPANIES ACTS allow, and if he has disclosed to the directors
         the nature and extent of his interest, a director can, notwithstanding
         his being a director:

         (a)      be a party to, or otherwise interested in, any existing or
                  proposed contract, transaction or arrangement with the COMPANY
                  or in which the COMPANY is otherwise interested;

         (b)      be a director of, or occupy an office or place of profit
                  (other than as auditor) in, and in any such case on terms
                  (including pay) which the directors can decide, or be employed
                  by, or be a party to any existing or proposed contract,
                  transaction or arrangement with, or otherwise be interested
                  in, any COMPANY promoted by the COMPANY or in which the
                  COMPANY is otherwise interested; or

         (c)      alone (or any firm of which he is a partner, employee or
                  member can) act in a professional capacity for the COMPANY
                  (other than as auditor) and be paid for this.

109.2    A director will not, unless he agrees otherwise, have to hand over to
         the COMPANY any benefit which he derives from any of the interests
         described above, and no contract, transaction or arrangement of the
         type described above will be liable to be avoided on the grounds of any
         director's interest or benefit.

109.3    If the COMPANY holds or owns SHARES in another COMPANY, the directors
         can exercise votes attached to such SHARES or if any of the directors
         are directors of such other COMPANY, they may vote as directors of that
         other COMPANY in such manner as they think fit.

110      WHEN DIRECTORS CAN VOTE ON THINGS IN WHICH THEY ARE INTERESTED

110.1    Unless the ARTICLES say otherwise, a director cannot vote on a
         resolution about a contract or any other kind of proposal in which he
         has a material interest. For this purpose, any interest of


<PAGE>

         a person who is connected with a director under Section 346 of the
         COMPANIES ACT 1985 will be treated as if it were an interest of the
         director himself. However, the director can vote if the interest is
         only an interest in the COMPANY'S SHARES, debentures or other
         securities. If a director cannot vote on a resolution, the director
         cannot be counted in the quorum when the directors vote on that
         resolution.

110.2    However, if the COMPANIES ACTS permit, a director can (in the absence
         of a material interest other than one which is listed below) vote, and
         be counted in the quorum, on any resolution about any of the following
         matters, namely:

         -        giving him, or any other person, any guarantee, security or
                  indemnity for any money which he, or that other person, has
                  lent at the request of, or for the benefit of, the COMPANY or
                  any of its SUBSIDIARY UNDERTAKINGS;

         -        giving him, or any other person, any security or an indemnity
                  for any liability which he, or that other person, has incurred
                  at the request, or for the benefit of, the COMPANY or any of
                  its SUBSIDIARY UNDERTAKINGS;

         -        giving any guarantee, security or indemnity, to him, or any
                  other person, for a debt or obligation which is owed by the
                  COMPANY, or any of its SUBSIDIARY UNDERTAKINGS, if the
                  director has taken responsibility by giving a guarantee,
                  indemnity or security for some or all of that debt or
                  obligation;

         -        any proposal relating to an offer of any SHARES, debentures or
                  other securities, of or by the COMPANY, or any of its
                  SUBSIDIARY UNDERTAKINGS, if the director takes part because he
                  is a holder of SHARES, debentures or other securities, or if
                  he takes part in the underwriting or sub-underwriting of the
                  offer;

         -        any proposal involving any other COMPANY in which the director
                  (together with any person connected with the director under
                  section 346 of the COMPANIES ACT 1985), has any kind of
                  interest (including holding any position in that COMPANY, or
                  being a SHAREHOLDER of that COMPANY). But this exemption does
                  not apply if he knows that he, and any people connected with
                  him, hold an interest in SHARES (as defined for sections 198
                  to 211 of the COMPANIES ACT 1985) representing 1 per cent or
                  more of:

                  -        any class of equity share capital of such COMPANY (or
                           any third COMPANY through which his interest is
                           derived); or

                  -        the voting rights in that COMPANY.

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

         -        any proposal relating to an arrangement for the benefit of
                  employees of the COMPANY, or any of its SUBSIDIARY
                  UNDERTAKINGS, which only gives him benefits which are also
                  generally given to the employees to whom the arrangement
                  relates; or

         -        any proposal relating to any insurance which the COMPANY
                  proposes to buy or renew for the benefit of directors, or of a
                  group of people which includes directors.

110.3    A director cannot vote or be counted in the quorum on a resolution
         relating to appointing that director to a position within the COMPANY
         or any COMPANY in which the COMPANY has an interest or the terms and
         termination of the appointment.


<PAGE>

110.4    This Article applies if the directors are considering proposals about
         appointing two or more directors to positions with the COMPANY or any
         COMPANY in which the COMPANY has an interest. It also applies if the
         directors are considering the terms or termination of such
         appointments. These proposals can be split up to deal with each
         director separately. If this is done, each director can vote and be
         included in the quorum for each resolution, except the one concerning
         him. But he cannot vote if the resolution relates to appointing him to
         a COMPANY in which the COMPANY is interested in if he has an interest
         of 1 per cent or more in that COMPANY of the nature described in
         Article 110.2.

110.5    If any question comes up at a directors' meeting about whether a
         director has a material interest, or whether he can vote or be counted
         in the quorum, and the director does not agree to abstain from voting
         on the issue or not be counted in the quorum, the question must be
         referred to the chairman of the directors' meeting (unless the Chairman
         is the director in question, in which case the other directors will
         choose another amongst them to act as chairman in dealing with this
         question). The Chairman's ruling about any other director is final and
         conclusive, unless the nature and extent of the director's interest has
         not been fairly disclosed to the other directors.

111      MORE ABOUT DIRECTORS' INTERESTS

         For the purpose of Articles 109 and 110 and this Article, a director
         who is in any way interested shall state the nature of his interest at
         a directors' meeting in accordance with the COMPANIES ACTS, and:

         -        a general notice given to the directors that a director has an
                  interest of the kind stated in the notice in any contract,
                  transaction or arrangement which involves any COMPANY or
                  person identified in the notice is treated as a standing
                  disclosure that the director has that interest;

         -        an interest of a person who is connected with the director
                  under section 346 of the COMPANIES ACT 1985 will be treated as
                  an interest of the director;

         -        interests (whether his or of any person connected with the
                  director under section 346 of the COMPANIES ACT 1985) which
                  are unknown to the director and which it is unreasonable to
                  expect him to know about are ignored.

                              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.


<PAGE>

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.

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

                  (ii)     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;


<PAGE>

         -        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.

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


<PAGE>

         -        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;

         -        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


<PAGE>

         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 a signed appointment (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 93.1. A
         director can also remove his alternate by delivering a signed notice
         (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, electronic address
         or fax number 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 to any resolution in
         writing of the directors is as effective as the signature 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

<PAGE>

         -        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.

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 he 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.


<PAGE>

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

                            AUTHENTICATING DOCUMENTS

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.


<PAGE>

                                    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.

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.


<PAGE>

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.

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 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 a written instruction from the
                  SHAREHOLDER (or from all joint SHAREHOLDERS);

         -        in the case of SHARES in UNCERTIFICATED FORM, by the use of a
                  RELEVANT SYSTEM;

         -        by inter-bank transfer or other electronic means to an account
                  named in a written instruction from the person receiving the
                  payment; and/or

         -        in some other way agreed between the SHAREHOLDER (or all joint
                  SHAREHOLDERS) and the COMPANY.

130.2    For joint SHAREHOLDERS, the COMPANY can rely on a receipt for a
         dividend or other money paid on SHARES from any one of them.

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

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.

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


<PAGE>

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

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

         -        claims those dividends in writing (before they are forfeited
                  under Article 132.1); and

         -        does not tell the COMPANY to start paying future dividends in
                  some other way.

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 letter to that effect,
         signed by him, to the COMPANY. If appropriate, the letter may be signed
         by whoever has become automatically entitled to the SHARES by law. For
         the waiver to be effective, the COMPANY must accept the letter and act
         on it. The COMPANY may, however, decline to act on the letter 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.


<PAGE>

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 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 (or where
         the COMPANIES ACTS permit, by ELECTRONIC MAIL) 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,


<PAGE>

         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

         -        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    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.

135.10   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.

135.11   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.


<PAGE>

135.12   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.

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

                                    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 profit and loss accounts, balance sheets, group accounts (if any)
         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 directors' and auditors' report and
         balance sheet and profit and loss account 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 by post 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.

<PAGE>

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.

138.4    If permitted by the COMPANIES ACTS and agreed to by the SHAREHOLDER,
         the documents set out in this Article may be delivered by ELECTRONIC
         MAIL.

                                    AUDITORS

139      ACTS 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.

                                     NOTICES

141      SERVING AND DELIVERING NOTICES AND OTHER DOCUMENTS

141.1    The COMPANY can serve or deliver any offer, notice or 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

         -        So far as the COMPANIES ACTS allow (and except in relation to
                  share certificates), by ELECTRONIC MAIL to an electronic
                  ADDRESS or fax number in the UNITED KINGDOM notified by the
                  SHAREHOLDER in writing. This includes notifying the
                  SHAREHOLDER by ELECTRONIC MAIL that the offer, notice or other
                  document has been published and is available at a specified
                  web site address with details of how it may be accessed.

141.2    If the COMPANY cannot effectively call a General Meeting by sending
         notices through the post, because the post is suspended or restricted
         in the UNITED KINGDOM, the directors can call the General Meeting by
         publishing a notice in at least one UNITED KINGDOM national newspaper.
         Notice published in this way will be treated as being properly served
         on SHAREHOLDERS who are entitled to receive it at noon on the day when
         the advertisement first appears. If it becomes possible to use the post
         again more than seven days before the General Meeting, the COMPANY must
         send confirmation of the notice by post.

141.3    Any notice given by the COMPANY to its SHAREHOLDERS (except for a
         notice convening a SHAREHOLDERS' MEETING) can (if it is not possible to
         send a notice by post) be sufficiently given by placing an
         advertisement of the notice once in at least one national newspaper.

141.4    However, Articles 141 to 146 do not affect any provision of the
         COMPANIES ACTS requiring offers, notices or documents to be served in a
         particular way.


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142      NOTICES TO JOINT HOLDERS

         When a notice or document is to be given to joint SHAREHOLDERS it must
         be given to the joint SHAREHOLDER who is listed first on the REGISTER
         for the SHARE or SHARES, but ignoring any joint SHAREHOLDER without a
         UNITED KINGDOM address under Article 143. A notice given in this way is
         treated as given to all of the joint holders.

143      NOTICES FOR SHAREHOLDERS WITH FOREIGN ADDRESSES

         This Article applies to a SHAREHOLDER whose address on the REGISTER is
         outside the UNITED KINGDOM. He can give the COMPANY a UNITED KINGDOM
         address where notices or documents can be served on him. If he does, he
         is entitled to have notices or documents served on him at that address.
         Otherwise, he is not entitled to receive any notices from the COMPANY.

144      WHEN NOTICES ARE SERVED

144.1    If a notice or 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 a notice or document is sent through the post, it is treated as
         being served or delivered at the expiration of 24 hours after it was
         posted in the UNITED KINGDOM.

144.3    It can be proved conclusively that a notice or other document was
         served by post by showing that the envelope containing the notice or
         document was:

         -        properly addressed and

         -        put into the post and sent with postage prepaid.

144.4    To the extent permitted by the COMPANIES ACTS and these ARTICLES a
         notice or document sent by ELECTRONIC MAIL is treated as being served
         or delivered at the expiration of two hours from the time on the day it
         was sent. It can be proved, subject to the COMPANIES ACTS, that a
         notice or other document was served or delivered by the COMPANY by
         ELECTRONIC MAIL by showing that it was sent in accordance with the
         formal recommendations of best practice contained in the guidance
         issued by the Institute of Chartered Secretaries and Administrators.

144.5    If a notice is given by advertisement, it is treated as being served or
         delivered on the day on which the advertisement appears.

145      SERVING NOTICES AND DOCUMENTS ON SHAREHOLDERS WHO HAVE DIED OR ARE
         BANKRUPT

         This Article applies where a SHAREHOLDER has died, or become bankrupt
         or has become of unsound mind, but is still registered as a
         SHAREHOLDER. It applies whether he is registered as a sole or joint
         SHAREHOLDER. If any notice, or other document, is served on the
         SHAREHOLDER named on the REGISTER, or sent to him in accordance with
         the ARTICLES, this will be valid despite his death or bankruptcy or
         becoming of unsound mind. This applies even if the COMPANY knew about
         these things. If notices or documents are served or sent in accordance
         with this Article, there is no need to send them to, or serve them in
         any other way on any other people who may be involved.

146      IF DOCUMENTS ARE ACCIDENTALLY NOT SENT

         If any notice, or other document relating to any meeting or other
         proceeding, is accidentally not sent, or is not received, the meeting
         or other proceeding will not be invalid as a result.


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                               MINUTES AND RECORDS

147      MINUTES

147.1    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.

147.2    If any such minute purports to be signed 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.

148      AVAILABILITY OF RECORDS FOR INSPECTION AND NOTIFYING THE REGISTRAR OF
         COMPANIES

148.1    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 Acts);

         -        copies and memoranda of directors' service contracts with the
                  COMPANY and any of its SUBSIDIARIES,

         -        a register of directors' interests in SHARES or debentures of
                  the COMPANY or any other body corporate, being the COMPANY'S
                  SUBSIDIARY or holding company or a SUBSIDIARY of the COMPANY'S
                  holding company. This register must be produced and remain
                  open at each Annual General Meeting; and

         -        a register for recording information relating to interests in
                  the share capital of the COMPANY.

148.2    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 relating to assets or property
         of the COMPANY, and the directors must comply with the COMPANIES ACTS
         in relation to registration of charges.

                                   WINDING UP

149      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.


<PAGE>

150      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 an extraordinary resolution passed by the SHAREHOLDERS and
         any other sanction required by the COMPANIES ACTS, 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 an extraordinary resolution
         passed by the SHAREHOLDERS and any other sanction required by the
         COMPANIES ACTS, 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

151      DESTROYING DOCUMENTS

151.1    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.

151.2    A document destroyed in accordance with Article 151.1 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.

151.3    Articles 151.1 and 151.2 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.

151.4    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.

151.5    This Article does not make the COMPANY liable if it:

         -        destroys a document earlier than referred to in Article 151.1;
                  or

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

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


<PAGE>

                             INDEMNITY AND INSURANCE

152      INDEMNITY

152.1    So far as the COMPANIES ACTS allow, every director, SECRETARY or other
         officer of the COMPANY shall be indemnified by the COMPANY out of its
         own funds against all costs, charges, losses, expenses and liabilities
         incurred by him:

         -        in performing or omitting to perform his duties; and/or

         -        in exercising or omitting to exercise his powers; and/or

         -        in purporting to do any of these things; and/or

         -        otherwise in relation to or in connection with his duties,
                  powers or office.

152.2    So far as the COMPANIES ACTS allow, every director, SECRETARY or other
         officer of the COMPANY is exempted from any liability to the COMPANY
         where that liability would be covered by the indemnity in Article
         152.1.

153      INSURANCE

153.1    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.

153.2    Without limiting Article 152 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.


<PAGE>

                                 SHARE WARRANTS

154      ISSUE OF SHARE WARRANTS

154.1    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 154 to 161. 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.

154.2    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.

154.3    Subject to Article 154.2, the provisions of the ARTICLES relating to
         share certificates and transferring SHARES do not apply to SHARE
         WARRANTS.

154.4    Each SHARE WARRANT must be issued under the SEAL.

154.5    The directors can decide on the language and form of, and the number of
         SHARES represented by, each SHARE WARRANT.

155      DIRECTORS CAN ACCEPT A CERTIFICATE INSTEAD OF A SHARE WARRANT

155.1    The directors can accept a certificate from the persons referred to in
         Article 155.2 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).

155.2    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 154 to 160, the COMPANY can treat
         the deposit of the certificate as though the SHARE WARRANT itself had
         been deposited at the TRANSFER OFFICE.

155.3    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.

166      REQUESTING A SHARE WARRANT

156.1    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.

156.2    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.

156.3    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.

156.4    A person who requests a SHARE WARRANT (including a person requesting a
         SHARE WARRANT in the circumstances described in Article 157) is
         responsible (and will re-imburse the COMPANY) for all and any stamp
         duties, stamp duty reserve tax, bearer instrument duty, taxes, charges,


<PAGE>

         fees, interest and penalties payable in connection with the issue of
         the SHARE WARRANTS. This Article 156.4 applies unless the person
         requesting the SHARE WARRANT agrees otherwise with the COMPANY.

157      REPLACING SHARE WARRANTS

157.1    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 156.4 are made (if any), a new SHARE WARRANT will
         be issued.

157.2    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 156.4 before
         issuing a replacement.

157.3    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 156.4 before the new SHARE WARRANTS
         are issued.

158      RIGHTS OF THE BEARER

158.1    The BEARER (or a person who has deposited his SHARE WARRANT in
         accordance with Article 158.2 or if the directors so decide, Article
         155.2) 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 154 to 161.

158.2    Where a BEARER deposits his SHARE WARRANT, together with a written
         declaration giving his name and address, at the TRANSFER OFFICE (or
         some other place specified by 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.

158.3    Any SHARE WARRANT which is deposited in accordance with Article 158.2
         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.

158.4    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


<PAGE>

         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.

159      BEARERS OF SHARE WARRANTS PARTICIPATING IN SECURITIES OFFERS

159.1    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).

159.2    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.

159.3    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.

160      COMMUNICATIONS WITH BEARERS OF SHARE WARRANTS

160.1    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.

160.2    The COMPANY must communicate with the BEARER in a different way, if the
         LONDON STOCK EXCHANGE requires this.

161      ISSUING SHARES TO WHICH THE SHARE WARRANT RELATES

161.1    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.

161.2    The COMPANY will comply with a request made in accordance with Article
         161.1 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.

161.3    If the COMPANY complies with a request made in accordance with Article
         161.1, 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.

161.4    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


<PAGE>

         deposited the old SHARE WARRANT. The new SHARE WARRANT will only be
         issued upon the cancellation of the old SHARE WARRANT.

                                 ADR DEPOSITARY

162      ADR DEPOSITARY CAN APPOINT PROXIES

162.1    The ADR DEPOSITARY can appoint more than one person to be its proxy. As
         long as the appointment complies with the requirements in Article
         162.2, 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.

162.2    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 162.3).

162.3    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
                  158; and

         -        represented by SHARE WARRANTS which are set out in a
                  certificate from the ADR DEPOSITARY accepted by the directors
                  in accordance with Article 155.

163      The ADR DEPOSITARY MUST KEEP A PROXY REGISTER

163.1    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.

163.2    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.

164      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 written evidence 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.

165      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:


<PAGE>


         -        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
                  76, 77 and 78 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 76, 77 and 78 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.

166      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.

167      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.

168      THE PROXY REGISTER MAY BE FIXED AT A CERTAIN DATE

168.1    In order to determine which persons are entitled as APPOINTED PROXIES
         to:

         -        exercise the rights conferred by Article 165;

         -        receive documents sent pursuant to Article 166; and

         -        be paid dividends pursuant to Article 167

         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.

168.2    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.


<PAGE>


169      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
         165, 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.

170      VALIDITY OF THE APPOINTMENT OF APPOINTED PROXIES

170.1    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 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.

170.2    If a question of the type described in Article 170.1 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.


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                                    GLOSSARY

ABOUT THE GLOSSARY

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

ABROGATE If the special rights of a SHARE are abrogated, they are cancelled or
withdrawn.

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

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

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

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

ALLOTTEE A person to whom a SHARE is allotted (see renunciation).

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

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

AUTOMATICALLY ENTITLED TO A SHARE BY LAW In some situations, a person will be
entitled to have SHARES which are registered in somebody else's name registered
in his own name. Or he can require the SHARES to be transferred to another
person. When a SHAREHOLDER dies, or the sole survivor of joint SHAREHOLDERS
dies, his personal representatives have this right. If a SHAREHOLDER is made
bankrupt, his trustee in bankruptcy has the right.

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

BROKERAGE Commission which is paid to a broker by a COMPANY issuing SHARES,
where the broker's clients have applied for SHARES.

CALL A call to pay money which is due on SHARES which has not yet been paid.
This happens if the COMPANY issues SHARES which are partly paid, where money
remains to be paid to the COMPANY for the SHARES. The money which has not been
paid can be "called" for. If all the money to be paid on a SHARE has been paid,
the SHARE is called a fully paid SHARE.

CAPITALISE To convert some or all of the reserves of a COMPANY into capital
(such as SHARES).

CAPITAL REDEMPTION RESERVE A reserve of funds which a COMPANY may have to set up
to ensure that the COMPANY'S capital base remains the same when SHARES are
redeemed or bought back. It is equivalent to the amount by which the COMPANY'S
issued share capital is reduced by the redemption or purchase.



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

CHARGE See lien and charge.

COMPANY REPRESENTATIVE If a COMPANY owns SHARES, it can appoint a COMPANY
REPRESENTATIVE to attend a SHAREHOLDERS' MEETING to speak and vote for it.

CONSOLIDATE When SHARES are consolidated, they are combined with other SHARES.
For example, every three (pound)1 SHARES might be consolidated into one new
(pound)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 (for
example, a share certificate).

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, or sealed or made valid in
some other way.

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

EXTRAORDINARY RESOLUTION A decision reached by a majority of at least 75 per
cent, of votes cast. The COMPANIES ACT requires extraordinary resolutions to be
passed in certain situations.

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.


<PAGE>


IN ISSUE See issue.

INSTRUMENTS Formal legal documents.

ISSUE When a share has been issued, everything has been done to make the
SHAREHOLDER the owner of the SHARE. In particular, the SHAREHOLDER'S name has
been put on the REGISTER of SHAREHOLDERS. Existing SHARES which have been issued
are "in issue".

LIABILITIES Debts and other obligations.

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

LIEN AND CHARGE Where the COMPANY has a lien and charge over SHARES, it can take
the dividends, and any other payments relating to the SHARES which it has a
charge over, or it can sell the SHARES, to repay the debt and so on.

MEMBERS means SHAREHOLDERS.

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

NOMINAL VALUE The nominal value of the SHARE. The nominal value of the US$0.10
ORDINARY SHARES is US$0.10. This value is shown on the share certificate for a
SHARE, if there is one. When the COMPANY issues new SHARES this can be for a
price which is at a premium to the nominal value. When SHARES are bought and
sold on the stock market this can be for more, or less, than the nominal value.
The nominal value is sometimes also called the "par value".

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

OBJECTS OF A COMPANY The business activities that the COMPANY is authorised to
carry on. The COMPANY'S objects are set out in Clause 4 of its MEMORANDUM.

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

ORDINARY RESOLUTION A decision reached by a simple majority of votes - that is
by more than 50 per cent, of the votes cast.

PAR VALUE See nominal value.

PARTLY PAID SHARES If any money remains to be paid on a SHARE, it is said to be
partly paid. The unpaid money can be "called" for.

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

POLL A poll vote is usually a card vote but to the extent permitted by the
COMPANIES ACTS may be an electronic vote. On a poll vote, the number of votes
which a SHAREHOLDER has will depend on the number of SHARES which he owns. An
ORDINARY SHAREHOLDER has one vote for each SHARE he owns. A poll vote is
different to a show of hands vote, where each person who is entitled to vote has
just one vote, however many SHARES he owns.


<PAGE>

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 ACT 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 vote on a poll and, if the ARTICLES permit, he
can also vote on a show of hands and speak.

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".



<PAGE>

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 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 Section 379 COMPANIES ACT 1985. 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. SHAREHOLDERS must be given at least 21 days' notice of any special
resolution.

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 are 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


<PAGE>
SHAREHOLDER with one hundred (pound)1 SHARES might be converted into L100 worth
of stock transferable in - units of (pound)1 each.

SUBDIVIDING SHARES When SHARES are subdivided they are split into SHARES which
have a smaller nominal value. For example, a (pound)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 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 ACT. 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.

TAKEOVER OFFER An offer to acquire all the SHARES, or all the SHARES of any
class, in a COMPANY (except SHARES already held by the person making the offer).
The terms of the offer must be the same for all the SHARES to which the offer
relates. This is defined in more detail in the COMPANIES ACT 1985.

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.