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- 1 -




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THE COMPANIES ACT 1985
 COMPANY LIMITED BY SHARES
 MEMORANDUM OF ASSOCIATION
 OF
 INTERCONTINENTAL HOTELS GROUP PLC
 1
    
    The Companys name is Intercontinental Hotels Group PLC.12
    
    The Company is to be a public company.3
    
    The Companys registered office is to be situated in England and Wales.4
    
    The objects for which the Company is established are:-
 (A)
    
    To acquire, purchase and take over shares in the company formerly known as
InterContinental Hotels Group PLC (registered number 4551528) and its subsidiaries and
subsidiary undertakings and to carry on business as an investment holding company and
to control and co-ordinate the business of any companies in which the Company is for
the time being interested.(B)
    
    To acquire (whether by original subscription, tender, purchase, exchange,
underwriting or otherwise and whether conditionally or otherwise) shares or stocks,
debentures, debenture stock, bonds, obligations or any other securities (and any
options or rights in respect thereof or interests therein) issued or guaranteed by any
other corporation constituted or carrying on business in any part of the world and
whether or not engaged or concerned in the same or similar trades or occupations as
those carried on by the Company or its subsidiaries and the debentures, debenture
stock, bonds, obligations or any other security issued or guaranteed by any
government, sovereign ruler, commissioner, public body or authority, whether supreme,
local or otherwise in any part of the world and whether such shares, stocks,
debentures, debenture stocks, bonds, obligations or securities are or are not fully
paid up and to make payments thereon as called up or in advance of calls or otherwise
and to hold the same with a view to investment or to sell, exchange or otherwise
dispose of the same and to buy and sell foreign exchange.(C)
    
    To carry on all or any of the businesses of licensed victuallers, hotel
keepers, inn-keepers, beer-house keepers, restaurant keepers, lodging-house keepers,
caterers and purveyors of refreshments, refreshment contractors, refreshment room
proprietors, sugar merchants, tobacconists, and the business of owning, leasing,
managing and franchising hotels and lodging houses of all kinds.(D)
    
    To manufacture, buy, sell, improve, treat, preserve, fine, aerate,
mineralise, bottle and otherwise deal in minerals and aerated waters and other liquids
of every
 
 1
    
    The Company was incorporated as Hackremco (No. 2154)
Limited on 21 May 2004. On 24 March 2005 the name of the Company was changed to
New InterContinental Hotels Group Limited. On 27 April 2005, the Company
re-registered as a public limited company and its name was changed to New
InterContinental Hotels Group PLC with effect from that date. With effect from
27 June 2005, the name of the Company was changed to InterContinental Hotels
Group PLC. - 2 -




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description; and to produce, buy, sell and deal in all materials and things
capable of being used in connection with any such business aforesaid; and to
manufacture, buy, sell and deal in casks, kegs, bottles and other containers of
all kinds and plant, machines, apparatus and appliances capable of being used in
connection with any such business as aforesaid.(E)
    
    To grow, manufacture, buy, sell, manipulate, and deal both wholesale and
retail in commodities, articles and things of all kinds which can conveniently be
dealt in by the Company in connection with any of its objects.(F)
    
    To carry on any other business or activity of any nature whatsoever which may
seem to the Directors to be capable of being conveniently or advantageously carried on
in connection or conjunction with any business of the Company hereinbefore or
hereinafter authorised or to be expedient with a view directly or indirectly to
enhancing the value of or to rendering profitable or more profitable any of the
Companys assets or utilising its skills, know-how or expertise.(G)
    
    To carry on any of its business by or through a subsidiary or subsidiaries
and to form or establish in any part of the world any company or companies for the
purpose of carrying on as principal or as agent for the Company any business herein
authorised or which may seem conducive to the Companys interests and to subscribe
for, hold and deal with the shares of any company that may be so formed or established
and to guarantee the due performance of its obligations and to transfer to any such
company any part or branch of its business.(H)
    
    To purchase, acquire, rent, build, construct, alter, remove, replace, equip,
execute, carry out, improve, work, develop, administer, maintain, manage or control
any freehold, leasehold or other property and, in particular, breweries, hotels,
restaurants, licensed premises, cafes, bars or refreshment saloons and the goodwill of
any business carried on therein and the stock-in-trade, plant, machinery or effects
thereof or thereupon and any other buildings, structures or facilities of all kinds,
whether the same be required for the purposes of the Company or for sale or hire to or
in return for any consideration from any other company, firm or persons, and to
contribute to or assist in or carry out any part of any such operations.(I)
    
    To purchase or otherwise acquire for any estate or interest any property
(real or personal) or assets or any concessions, licences, grants, patents, trade
marks, copyrights or other exclusive or non-exclusive rights of any kind and to hold,
develop and turn to account and deal with the same in such manner as may be thought
fit, and to make experiments and tests and to carry on all kinds of research work.(J)
    
    To borrow and 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 by
mortgage and charges upon all or any part of the undertaking, property and assets
(present and future) and the uncalled capital of the Company, or by the creation and
issue on such terms and conditions as may be thought fit of debentures, debenture
stock or other securities of any description.(K)
    
    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.(L)
    
    To amalgamate or enter into partnership or any joint purpose or
profit/loss-sharing arrangement or other association with and to co-operate in any way
with or assist or subsidise any company, firm, person or body, and to purchase or
otherwise acquire and undertake all or any part of the business, property and
liabilities of any company,
 - 3 -




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firm, person or body carrying on any business which the Company is authorised to
carry on or possessed of any property suitable for the purposes of the Company.(M)
    
    To promote, or join in the promotion of, any company, whether or not having
objects similar to those of the Company.(N)
    
    To pay all preliminary expenses of the Company and any company promoted by
the Company or any company in which this Company is or may contemplate being
interested, including in such preliminary expenses all or any part of the costs and
expenses of owners of any business or property acquired by the Company.(O)
    
    To advance, lend or deposit money or give credit to or with any company, firm
or person on such terms as may be thought fit and with or without security.(P)
    
    To issue any securities which the Company has power to issue for any other
purpose by way of security or indemnity or in satisfaction of any liability undertaken
or agreed to be undertaken by the Company.(Q)
    
    To guarantee or give indemnities or provide security, whether by personal
covenant or by mortgage or charge upon all or any part of the undertaking, property
and assets (present and future) and the uncalled capital of the Company, or by all or
any such methods, for the performance of any contracts or obligations, and the payment
of capital or principal (together with any premium) and dividends or interest on any
shares, debentures or other securities, of any person, firm or company including
(without limiting the generality of the foregoing) any company which is for the time
being a holding company of the Company or another subsidiary of any such holding
company or is associated with the Company in business.(R)
    
    To sell, lease, grant licenses, easements and other rights over, 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 stocks, shares or securities of any other company whether
fully or partly paid up.(S)
    
    To procure the registration, recognition or incorporation of the Company in
or under the laws of any territory outside England.(T)
    
    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
be considered likely directly or indirectly to further the interests of the Company or
of its members.(U)
    
    (i) To establish and maintain or contribute to any pension or superannuation
funds for the benefit of, and to give or procure the giving of donations, gratuities,
pensions, allowances or emoluments to, any individuals who are or were at any time in
the employment or service of the Company or of any associated company, or who are or
were at any time directors or officers of the Company or of any associated company,
and the wives, widows, families and dependants of any such individuals; to establish
and subsidise or subscribe to any institutions, associations, clubs or funds which may
be considered likely to benefit any such persons or to further the interests of the
Company or of any associated company; and to make payments for or towards the
insurance of any such persons.(ii) To establish and maintain, and to lend or contribute to, any scheme for
encouraging or facilitating the holding of shares or debentures or other
securities in the Company or any associated company by or for the benefit of its
employees or former employees, or those of any associated company, or by or for
the
 - 4 -




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benefit of such other persons as may for the time being be permitted by law, or
any scheme for sharing profits with its employees or those of its associated
companies, and (so far as for the time being permitted by law) to lend money to
employees of the Company or of any associated company with a view to enabling them
to acquire shares in the Company or any associated company.(iii) (a) 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 associated company, or who are or were at any time trustees of
any pension fund or employees share scheme in which any employees of the Company
or of any associated company 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 associated company or
pension fund; (b) to such extent as may be permitted by law otherwise to indemnify
any such person against or from any such liability; and (c) (i) to provide a
Director or officer with funds to meet expenditure incurred or to be incurred by
him in defending any criminal or civil proceedings or in connection with any
application under those provisions of the Companies Act 1985 referred to in
Section 337A(2) of that Act and (ii) to do anything to enable a Director to avoid
incurring such expenditure.(iv) In this paragraph (U):
   (V)
    
    To distribute among members of the Company in specieor otherwise, by way of
dividend or bonus or by way of reduction of capital, all or any of the property or
assets of the Company, or any proceeds of sale or other disposal of any property or
assets of the Company, with and subject to any incident authorised and consent
required by law.(W)
    
    To do all or any of the things and matters aforesaid in any part of the
world, and either as principals, agents, contractors, trustees or otherwise, and by or
through trustees, agents, subsidiary companies or otherwise, and either alone or in
conjunction with others.(X)
    
    To do all such other things as may be considered to be incidental or
conducive to any of the above objects.
  - 5 -




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5
    
    The liability of the members is limited.6
    
    The share capital of the Company is £100 divided into 100 shares of £1 each.2
 
 2
    
    Share capital increased from £100 to £50,100 by the
creation of a redeemable preference share of £50,000 by way of a resolution of
the Company passed at an Extraordinary General Meeting held on 21 April 2005.
By resolutions of the Company passed at an Extraordinary General Meeting held
on 20 May 2005, the share capital was further increased from £50,100 to
£10,000,050,000 by the creation of 9,999,999,900 additional ordinary shares of
£1 each and the ordinary share capital was then consolidated into 1,600,000,000
ordinary shares of £6.25 each. By resolutions of the Company passed at an
Extraordinary General Meeting held on 30 June 2005, the share capital was
reduced to £160,050,000, divided into 1,600,000,000 ordinary shares of 10p each
and one redeemable preference share of £50,000, by reducing the nominal value
of each ordinary share from £6.25 to 10p. By a resolution dated 8 September
2005, the share capital was reduced to £160,000,000 by the redemption of one
redeemable preference share of £50,000. By resolutions of the Company passed at
an Extraordinary General Meeting held on 1 June 2006, the share capital was
consolidated into 1,400,000,000 ordinary shares of 113/7p
each. By resolutions of the Company passed at an Extraordinary General Meeting
held on 1 June 2007, the share capital was consolidated into 1,175,000,000
ordinary shares of 1329/47p each. - 6 -




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Linklaters




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Contents
 Article No.
    
    
    Page No.Preliminary
    
    
    1-2
    
    
    
    1-6Share Capital
    
    
    3-4
    
    
    
    6-7Variation of Rights
    
    
    5-6
    
    
    
    7-8Alteration of Share Capital
    
    
    7-11
    
    
    
    8-9Shares
    
    
    12-16
    
    
    
    9-11Evidence of Title to Securities
    
    
    17
    
    
    
    11-12Share Certificates
    
    
    18-22
    
    
    
    12-13Calls on Shares
    
    
    23-28
    
    
    
    13-14Forfeiture and Lien
    
    
    29-36
    
    
    
    14-15Transfer of Shares
    
    
    37-43
    
    
    
    16-18Transmission of Shares
    
    
    44-46
    
    
    
    18Untraced Shareholders
    
    
    47-48
    
    
    
    19General Meetings
    
    
    49-50
    
    
    
    19-20Notice of General Meetings
    
    
    51-52
    
    
    
    20-21Overflow of General Meetings
    
    
    53-55
    
    
    
    21Proceedings at General Meetings
    
    
    56-66
    
    
    
    21-23Votes of Members
    
    
    67-72
    
    
    
    23-26Proxies
    
    
    73-78
    
    
    
    26-28Corporations Acting by Representatives
    
    
    79
    
    
    
    28Directors
    
    
    80-88
    
    
    
    28-30Appointment and Retirement of Directors
    
    
    89-97
    
    
    
    30-32Alternate Directors
    
    
    98-101
    
    
    
    32-33Meetings and Proceedings of Directors
    
    
    102-111
    
    
    
    33-37Borrowing Powers
    
    
    112-113
    
    
    
    37General Powers of Directors
    
    
    114-118
    
    
    
    37-38President
    
    
    119
    
    
    
    38Departmental, Division or Local Directors
    
    
    120
    
    
    
    38-39Secretary
    
    
    121
    
    
    
    39The Seal
    
    
    122-124
    
    
    
    39Record Date
    
    
    125
    
    
    
    39Authentication of Documents
    
    
    126
    
    
    
    40Reserves
    
    
    127
    
    
    
    40
 i




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Article No.
    
    
    Page No.Dividends
    
    
    128-140
    
    
    
    40-43Capitalisation of Profits and Shares
    
    
    141-142
    
    
    
    43-45Minutes
    
    
    143
    
    
    
    45Accounts
    
    
    144-145
    
    
    
    45Auditors .
    
    
    146-147
    
    
    
    46Communications with Members
    
    
    148-155
    
    
    
    46-48Winding up
    
    
    156-157
    
    
    
    48-49Indemnity
    
    
    158
    
    
    
    49-50Overriding Provisions
    
    
    159
    
    
    
    50-53
 ii




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The Companies Act 1985
 COMPANY LIMITED BY SHARES
 Articles of Association
    INTERCONTINENTAL HOTELS GROUP PLC 1
 Preliminary
 1
    
    The regulations in Table A in The Companies (Tables A to F) Regulations 1985 and in any Table
A applicable to the Company under any former enactment relating to companies shall not apply
to the Company.2
    
    In these Articles (if not inconsistent with the subject or context) the words and expressions
set out below shall have the following meanings:Auditors means the auditors for the time being of the Company.Company Communications Provisions shall have the same meaning as in the Companies Acts.in writing means written or produced by any substitute for writing (including anything in
electronic form) or partly one and partly another.London Stock Exchange means London Stock Exchange plc.month means calendar month.Office means the registered office of the Company for the time being.Operator means CRESTCo Limited or such other person as may for the time being be approved
by H.M. Treasury as Operator under the Regulations.Operator-instruction means a properly authenticated dematerialised instruction
attributable to the Operator.paid means paid or credited as paid.participating security means a security title to units of which is permitted by the
Operator to be transferred by means of a relevant system.Register means the register of members of the Company.
 
 1
    
    The Company was incorporated as Hackremco (No. 2154)
Limited on 21 May 2004. On 24 March 2005 the name of the Company was changed to
New InterContinental Hotels Group Limited. On 27 April 2005, the Company
re-registered as a public limited company and its name was changed to New
InterContinental Hotels Group PLC with effect from that date. With effect from
27 June 2005, the name of the Company was changed to InterContinental Hotels
Group PLC. 1




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Regulations means the Uncertificated Securities Regulations 2001.relevant system means a computer-based system, and procedures, which enable title to units
of a security to be evidenced and transferred without a written instrument pursuant to the
Regulations.Seal means the Common Seal of the Company.Securities Seal means the official seal kept by the Company for sealing securities issued
by the Company, or for sealing documents creating or evidencing securities so issued, as
permitted by the Companies Acts.Statutes means the Companies Acts, the Regulations and every other enactment (to the
extent the same is in force) concerning companies and affecting the Company.these Articles means these Articles of Association as from time to time altered.Transfer Office means the place where the Register is situated for the time being.United Kingdom means the United Kingdom of Great Britain and Northern Ireland.UK Listing Authority means the Financial Services Authority in its capacity as competent
authority under the Financial Services and Markets Act 2000.year means calendar year.The expression address includes any number or address (including in the use of any
Uncertificated Proxy Instruction permitted under Article 75, an identification number of a
participant in the relevant system) used for the purposes of sending or receiving notices,
documents or information by electronic means and/or by means of a website.The expression Companies Acts shall have the meaning given thereto by Section 2 of the
Companies Act 2006 but shall only extend to provisions which are in force at the relevant
date.The expressions hard copy form, electronic form and electronic means shall have the
same respective meanings as in the Company Communications Provisions.The expressions debenture and debenture holder shall respectively include debenture
stock and debenture stockholder.The expression Director shall include all the directors of the Company.The expression Group in relation to moneys borrowed means the Company and its subsidiary
undertakings for the time being.The expression moneys borrowed shall be deemed to include (to the extent that the same
would not otherwise fall to be taken into account):
 (i)
    
    the principal amount of any debentures, as defined in Section 744 of the
Companies Act 1985 and any fixed premium payable on final repayment thereof save to the
extent that such amounts otherwise fall to be included as moneys borrowed;(ii)
    
    the principal amount raised by the acceptance of bills by the Company or any
subsidiary (not being acceptance of trade bills for the purchase of goods in the
ordinary course of business) or by any bank or accepting house under any acceptance
credit opened on behalf of the Company or any subsidiary;
 2




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(iii)
    
    the nominal amount of any share capital and the principal amount of any other
debentures or other borrowed moneys (together with any fixed premium payable on final
redemption or repayment) the redemption or repayment of which is guaranteed (or is the
subject of an indemnity granted) by the Company or a subsidiary, save to the extent
that the amount guaranteed otherwise falls to be included as moneys borrowed;(iv)
    
    the nominal amount of any paid-up share capital, except ordinary share capital,
of a subsidiary which is not for the time being beneficially owned by the Company or a
subsidiary;(v)
    
    the aggregate amount owing by any member of the Group under finance leases (as
determined in accordance with any then current International Financial Reporting
Standard or otherwise in accordance with United Kingdom generally accepted accounting
principles but excluding leaseholds of immovable property);(vi)
    
    the principal amount of any book debts of any member of the Group which have
been sold or agreed to be sold, to the extent that any member of the Group is for the
time being liable to indemnify or reimburse the purchaser in respect of any non-payment
in respect of such book debts; and(vii)
    
    any part of the purchase price of any movable or immovable assets acquired by
any member of the Group, the payment of which is deferred beyond the date of completion
of the conveyance, assignment or transfer of the legal estate to such assets or, if no
such conveyance, assignment or transfer is to take place within six months after the
date on which the contract for such purchase is entered into or (if later) becomes
unconditional, beyond that date;
 but shall be deemed not to include:
 (viii)
    
    a proportion of the moneys borrowed by any partly-owned subsidiary otherwise than
from the Company or a subsidiary equal to the proportion of its ordinary share capital
not directly or indirectly attributable to the Company;(ix)
    
    amounts borrowed and falling to be taken into account as moneys borrowed
pending their application for the purpose of repaying the whole or any part of the
other moneys borrowed provided that they are so applied within six months of being so
borrowed;(x)
    
    amounts borrowed by the Company or any subsidiary to finance any contract for
the sale of goods in respect of which any part of the price receivable is guaranteed by
the Export Credit Guarantee Department of the Board of Trade or any institution
carrying on similar business to the extent of that part of the contract price
guaranteed notwithstanding that such amount is secured by a pledge or charge on the
interest in such contract or the underlying goods or bills of exchange or the
negotiable instruments drawn or made in connection therewith or the interest in any
letters of credit issued or guarantee or indemnity or security held in relation
thereto;(xi)
    
    all sums (whether or not carrying interest) deposited with the Company or with
any subsidiary by tenants or managers of premises owned by any such company by way of
earnest or security for the performance by such tenants or managers of their
obligations or by loan clubs or by similar associations;and so that:
 3




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(xii)
    
    no amount shall be taken into account more than once in the same calculation
but subject thereto (i) to (xii) above shall be read cumulatively;(xiii)
    
    moneys borrowed shall be offset by cash and cash equivalence as determined in
accordance with any then current International Financial Reporting Standards or
otherwise in accordance with United Kingdom generally accepted accounting principles;
and(xiv)
    
    in determining the amount of any debentures or other moneys borrowed or of any
share capital for the purpose of this paragraph there shall be taken into account the
nominal or principal amount thereof (or, in the case of partly-paid debentures or
shares, the amount for the time being paid up thereon) together with any fixed or
minimum premium payable on final redemption or repayment provided that if moneys are
borrowed or shares are issued on terms that they may be repayable or redeemable (or
that any member of the Group may be required to purchase them) earlier than their final
maturity date (whether by exercise of an option on the part of the issuer or the
creditor (or a trustee for the creditor) or the shareholder, by reason of a default or
for any other reason) at a premium or discount to their nominal or principal amount
then there shall be taken into account the amount (or the greater or greatest of two or
more alternative amounts) which would, if those circumstances occurred, be payable on
such repayment, redemption or purchase at the date as at which the calculation is being
made.
 The expression officer shall include a Director, manager and the Secretary, but shall not
include an auditor.The expressions recognised clearing house and recognised investment exchange shall mean
any clearing house or investment exchange (as the case may be) granted recognition under the
Financial Services and Markets Act 2000.The expression Secretary shall include any person appointed by the Directors to perform
any of the duties of the Secretary including, but not limited to, a joint, assistant or
deputy Secretary.The expression share capital and consolidated reserves shall mean at any time a sum equal
to the aggregate, as shown by the relevant balance sheet, of the amount paid up on the
issued or allotted share capital of the Company and the amount standing to the credit of the
reserves (including the profit and loss account and any share premium account or capital
redemption reserve) of the Company and its subsidiary undertakings included in the
consolidation in the relevant balance sheet but after:
 (i)
    
    adding back any debit balance on profit and loss account or on any other
reserve;(ii)
    
    excluding any amount taken directly to reserves for taxation;(iii)
    
    making such adjustments as may be appropriate in respect of any variation in
the amount of such paid up share capital and/or any such reserves (other than profit
and loss account) subsequent to the date of the relevant balance sheet and so that for
this purpose if any issue or proposed issue of shares by the Company for cash has been
underwritten then such shares shall be deemed to have been issued and the amount
(including any premium) of the subscription moneys payable in respect thereof (not
being moneys payable later than six months after the date of allotment) shall to the
extent so underwritten be deemed to have been paid up on the date
 4




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when the issue of such shares was underwritten (or, if such underwriting was
conditional, on the date when it became unconditional);(iv)
    
    making such adjustments as may be appropriate in respect of any distribution
declared, recommended or made by the Company or its subsidiary undertakings (to the
extent not attributable directly or indirectly to the Company) out of profits earned up
to and including the date of the relevant balance sheet to the extent that such
distribution is not provided for in such balance sheet;(v)
    
    making such adjustments as may be appropriate in respect of any variation in
the interests of the Company in its subsidiary undertakings (including a variation
whereby an undertaking becomes or ceases to be a subsidiary undertaking) since the date
of the relevant balance sheet;(vi)
    
    if the calculation is required for the purposes of or in connection with a
transaction under or in connection with which any undertaking is to become or cease to
be a subsidiary undertaking of the Company, making all such adjustments as would be
appropriate if such transaction had been carried into effect; and(vii)
    
    excluding minority interests in subsidiary undertakings to the extent not
already excluded.
 For the purpose of this definition, the relevant balance sheet means, at any time, the
latest audited consolidated balance sheet dealing with the state of affairs of the Company
and (with or without exceptions) its subsidiary undertakings.For the purposes of this definition:
 (i)
    
    capital allotted shall be treated as issued and any capital already called up
or payable at any fixed future date shall be treated as already paid up, and(ii)
    
    any company which it is proposed shall become a subsidiary shall be treated as
if it had already become a subsidiary.
 shareholders meeting
 share shareholder
     5




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Share Capital
 3
    
    Amount of Share CapitalThe share capital of the Company at the date of adoption of these Articles is
£10,000,050,000 divided into 1,600,000,000 ordinary shares of £6.25 each (Ordinary Shares)
and one Redeemable Preference Share of £50,000 (the Redeemable Preference
Share)2. The Ordinary Shares will have attached thereto the rights and
privileges and be subject to the limitations and restrictions specified in this Article 3.
The Redeemable Preference Share will have attached thereto the rights and privileges and be
subject to the limitations and restrictions specified in Article 4.3.1
    
    IncomeSubject to the rights attached to any other share or class of share, the holders of Ordinary
Shares shall be entitled to be paid any profits of the Company available for distribution
and determined to be paid by the Directors rateably according to the amounts paid up on such
shares.3.2
    
    CapitalOn a return of capital on winding up or otherwise (except on redemption in accordance with
the terms of issue of any share, or purchase by the Company of any share or on a
capitalisation issue and subject to the rights of any other class of shares that may be
issued) after paying such sums as may be due in priority to holders of any other class of
shares in the capital of the Company, any further such amount shall be paid to the holders
of the Ordinary Shares rateably according to the amounts paid up or credited as paid up in
respect of each Ordinary Share.3.3
    
    Voting at General MeetingsThe holders of Ordinary Shares shall be entitled, in respect of their holdings of such
shares, to receive notice of General Meetings and to attend, speak and vote at such meetings
in accordance with these Articles.4
    
    Redeemable Preference ShareThe rights attaching to the Redeemable Preference Share shall be as follows:
 
 2
    
    By resolutions of the Company passed at an
Extraordinary General Meeting held on 30 June 2005, the share capital was
reduced to £160,050,000, divided into 1,600,000,000 ordinary shares of 10p each
and one redeemable preference share of £50,000, by reducing the nominal value
of each ordinary share from £6.25 to 10p. By a resolution dated 8 September
2005, the share capital was reduced to £160,000,000 by the redemption of one
redeemable preference share of £50,000. By resolutions of the Company passed at
an Extraordinary General Meeting held on 1 June 2006, the share capital was
consolidated into 1,400,000,000 ordinary shares of 113/7p
each. By resolutions of the Company passed at an Extraordinary General Meeting
held on 1 June 2007, the share capital was consolidated into 1,175,000,000
ordinary shares of 1329/47p each. 6




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##### 



4.1
    
    the Redeemable Preference Share shall carry no rights to receive any of the profits of the
Company available for distribution by way of dividend or otherwise;4.2
    
    if there is a return of capital on winding up or otherwise the assets of the Company
available for distribution among the members shall be applied first in repaying in full the
holder of the Redeemable Preference Share the amount paid up on such share;4.3
    
    except as provided above the Redeemable Preference Share shall not carry any right to
participate in profits or assets of the Company;4.4
    
    subject to the provisions of the Statutes, the Company may redeem the Redeemable Preference
Share at its nominal amount at any time specified by either the Directors or the holder of the
Redeemable Preference Share provided always that if the Company shall at any time be unable in
compliance with the provisions of the Statutes to redeem the Redeemable Preference Share on
the date specified by the Directors of the Company or by the holder of the Redeemable
Preference Share then the Company shall redeem such share as soon as it is able to comply with
such provisions of the Statutes;4.5
    
    subject to the provisions of the Statutes, any notice of redemption served shall specify the
date fixed for redemption and upon such date the holder of the Redeemable Preference Share
shall be bound to present the certificate in respect thereof in order that the same may be
cancelled. Upon such delivery the Company shall pay to such holder the amount due to him in
respect of such redemption; and4.6
    
    the holder of the Redeemable Preference Share shall not be entitled to receive notice of or
attend and vote at any General Meeting of the Company unless a resolution is to be proposed:4.6.1 to wind up the Company; or4.6.2 which varies, modifies, alters or abrogates any of the rights attaching to the
Redeemable Preference Share.
 Variation of Rights
 5
    
    Manner of variation of rights5.1
    
    Whenever the share capital of the Company is divided into different classes of shares, the
special rights attached to any class may, subject to the provisions of the Statutes and
Article 4.6.2, be varied or abrogated either with the consent in writing of the holders of
three-quarters in nominal value of the issued shares of the class or with the sanction of an
Extraordinary Resolution passed at a separate General Meeting of the holders of the shares of
the class (but not otherwise) and may be so varied or abrogated either whilst the Company is a
going concern or during or in contemplation of a winding up.5.2
    
    To every such separate General Meeting all the provisions of these Articles relating to
General Meetings of the Company and to the proceedings thereat shall mutatis mutandisapply,
except that the necessary quorum shall be two persons at least holding or representing by
proxy at least one-third in nominal value of the issued shares of the class (but so that at
any adjourned meeting any holder of shares of the class present in person or by proxy shall be
a quorum) and that any holder of shares of the class present in person or by proxy may demand
a poll and that every such holder shall on a poll have one vote for every share of the class
held by him but not otherwise.
 7




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##### 



5.3
    
    The foregoing provisions of this Article shall apply to the variation or abrogation of the
special rights attached to some only of the shares of any class as if each group of shares of
the class differently treated formed a separate class the special rights whereof are to be
varied.6
    
    Matters not constituting variation of rightsThe special rights attached to any class of shares having preferential rights shall not
unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by
(a) the creation or issue of further shares ranking as regards participation in the profits
or assets of the Company in some or all respects pari passutherewith but in no respect in
priority thereto or (b) the purchase or redemption by the Company of any of its own shares.
 Alteration of Share Capital
 7
    
    Increase of Share CapitalThe Company may from time to time by Ordinary Resolution increase its capital by such sum to
be divided into shares of such amounts as the resolution shall prescribe. All new shares
shall be subject to the provisions of the Statutes and of these Articles with reference to
allotment, payment of calls, lien, transfer, transmission, forfeiture and otherwise.8
    
    Consolidation, cancellation and subdivisionThe Company may by Ordinary Resolution:8.1
    
    consolidate and divide all or any of its share capital into shares of larger amount than its
existing shares;8.2
    
    cancel any shares which, at the date of the passing of the resolution, have not been taken,
or agreed to be taken, by any person and diminish the amount of its capital by the amount of
the shares so cancelled;8.3
    
    subdivide its shares, or any of them, into shares of smaller amount than is fixed by the
Memorandum of Association (subject, nevertheless, to the provisions of the Statutes), and so
that the resolution whereby any share is subdivided may determine that, as between the holders
of the shares resulting from such subdivision, one or more of the shares may, as compared with
the others, have any such preferred, deferred or other special rights, or be subject to any
such restrictions, as the Company has power to attach to unissued or new shares.9
    
    Proceeds of consolidation and subdivisionWhenever as a result of a consolidation or subdivision of shares any members would become
entitled to fractions of a share, the Directors may, on behalf of those members, sell the
shares representing the fractions for the best price reasonably obtainable to any person
(including, subject to the provisions of the Statutes, the Company) and distribute the net
proceeds of sale in due proportion among those members, and the Directors may authorise some
person to transfer the shares to, or in accordance with the directions of, the purchaser.
The transferee shall not be bound to see to the application of the purchase money nor shall
his title to the shares be affected by any irregularity in or invalidity of the proceedings
in reference to the sale. So far as the Statutes allow, the Directors may treat
 8




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##### 



shares of a member in certificated form and in uncertificated form as separate holdings in
giving effect to subdivisions and/or consolidations and may cause any shares arising on
consolidation or subdivision and representing fractional entitlements to be entered in the
Register as shares in certificated form where this is desirable to facilitate the sale
thereof.
 10
    
    Purchase of own shares10.1
    
    Subject to the provisions of the Statutes, the Company may purchase, or may enter into a
contract under which it will or may purchase, any of its own shares (including any redeemable
shares) but so that if there shall be in issue any shares which are admitted to the official
list maintained by the UK Listing Authority and which are convertible into equity share
capital of the Company of the class proposed to be purchased, then the Company shall not
purchase, or enter into a contract under which it will or may purchase, such equity shares
unless either:
 10.1.1
    
    the terms of issue of such convertible shares include provisions permitting the
Company to purchase its own equity shares or providing for adjustment to the conversion
terms upon such a purchase; or10.1.2
    
    the purchase, or the contract, has first been approved by an Extraordinary Resolution
passed at a separate meeting of the holders of such convertible shares.
 10.2
    
    The Company may not exercise any rights in respect of treasury shares held by it, including
any rights to attend or vote at meetings, to participate in any offer by the Company to
shareholders or to receive any distribution (including in a winding up), but without prejudice
to its rights to sell the treasury shares, to transfer the shares for the purposes of or
pursuant to an employees share scheme, to receive an allotment of shares as fully paid bonus
shares in respect of the treasury shares or to receive any amount payable on redemption of any
redeemable treasury shares.11
    
    Reduction of capital11.1
    
    Subject to the provisions of the Statutes, the Company may by Special Resolution reduce its
share capital or any capital redemption reserve, share premium account or other
undistributable reserve in any way.11.2
    
    Holders of shares of the Company allotted and issued pursuant to the scheme of arrangement
(the Scheme) under section 425 of the Companies Act 1985 dated 3 May 2005 between the
company formerly known as InterContinental Hotels Group PLC (with registered number 4551528)
and the holders of its Scheme Shares (as defined in the Scheme) shall be bound by any Special
Resolution to reduce or approve the reduction of the capital of the Company in any way duly
passed at any Extraordinary General Meeting prior to the Scheme becoming effective.
 Shares
 12
    
    Rights attaching to shares on issueWithout prejudice to any special rights previously conferred on the holders of any shares or
class of shares for the time being issued, any share in the Company may be issued with such
preferred, deferred or other special rights, or subject to such restrictions, whether as
regards dividend, return of capital, voting or otherwise, as the Company may from time to
 9




---



##### 



time by Ordinary Resolution determine (or, in the absence of any such determination, as the
Directors may determine) and subject to the provisions of the Statutes the Company may issue
any shares which are, or at the option of the Company or the holder are liable, to be
redeemed.13
    
    Directors power to allot securities and to sell treasury shares13.1
    
    Subject to the provisions of the Statutes relating to authority, pre-emption rights and
otherwise and of any resolution of the Company in General Meeting passed pursuant thereto, all
unissued shares shall be at the disposal of the Directors and they may allot (with or without
conferring a right of renunciation), grant options over or otherwise dispose of them to such
persons, at such times and on such terms as they think proper.13.2
    
    The Directors shall be generally and unconditionally authorised pursuant to, and in
accordance with, Section 80 of the Companies Act 1985 to exercise for each Allotment Period
all the powers of the Company to allot relevant securities up to a maximum aggregate nominal
amount equal to the Section 80 Amount.13.3
    
    During each Allotment Period the Directors shall be empowered to allot equity securities
wholly for cash pursuant to and within the terms of any authority in paragraph 13.2 above and
to sell treasury shares wholly for cash:
 13.3.1
    
    in connection with a rights issue; and13.3.2
    
    otherwise than in connection with a rights issue, up to an aggregate nominal amount
equal to the Section 89 Amount,
 as if Section 89(1) of the Companies Act 1985 did not apply to any such allotment or sale.
 13.4
    
    By such authority and power the Directors may, during the Allotment Period, make offers or
agreements which would or might require securities to be allotted or sold after the expiry of
such period.13.5
    
    For the purposes of this Article 13:
 13.5.1
    
    Allotment Period means the period ending on the date of the next Annual General
Meeting of the Company or on 1 September 2006, whichever is the earlier, or any other
period (not exceeding five years on any occasion) for which the authority conferred by
this Article 13 is renewed by Resolution of the Company in General Meeting stating the
Section 80 Amount for such period;13.5.2
    
    rights issue means an offer of equity securities open for acceptance for a period
fixed by the Directors to (i) holders (other than the Company) of Ordinary Shares on
the Register on a record date fixed by the Directors in proportion to their respective
holdings (for which purpose holdings in certificated and uncertificated form may be
treated as separate holdings) and (ii) other persons so entitled by virtue of the
rights attaching to any other equity securities held by them, but subject in both cases
to such exclusions or other arrangements as the Directors may deem necessary or
expedient in relation to fractional entitlements or legal or practical problems under
the laws of, or the requirements of any recognised regulatory body or any stock
exchange in, any territory;13.5.3
    
    Section 80 Amount shall, without prejudice to any other authority given to the
Directors, for the first Allotment Period be £922,013,888 (provided that if the nominal
value of the Ordinary Shares (being relevant securities for the purposes of
 10




---



##### 



Section 80 of the Companies Act 1985) has been reduced to ten pence by way of a
Court approved reduction of capital, then the Section 80 Amount shall be
£14,752,222) or any increased amount fixed by Resolution of the Company in General
Meeting; for any other Allotment Period the Section 80 Amount shall be stated in the
relevant Resolution renewing the authority conferred by paragraph 13.2 above for
such period or any increased amount fixed by Resolution of the Company in General
Meeting;13.5.4
    
    Section 89 Amount shall for the first Allotment Period be £138,302,083 (provided
that if the nominal value of the Ordinary Shares (being equity securities for the
purposes of Section 89 of the Companies Act 1985) has been reduced to ten pence by way
of a Court approved reduction of capital, then the Section 89 Amount shall be
£2,212,833) or any increased amount fixed by Special Resolution; for any other
Allotment Period the Section 89 Amount shall be that stated in the relevant Special
Resolution renewing the power conferred by paragraph 13.3 above for such period or any
increased amount fixed by Special Resolution; and13.5.5
    
    the nominal amount of any securities shall be taken to be, in the case of rights to
subscribe for or to convert any securities into shares of the Company, the nominal
amount of such shares which may be allotted pursuant to such rights.
 14
    
    Commission on issue of sharesThe Company may exercise the powers of paying commissions conferred by the Statutes to the
full extent thereby permitted. The Company may also on any issue of shares pay such
brokerage as may be lawful.15
    
    Renunciation of allotmentThe Directors may at any time after the allotment of any share but before any person has
been entered in the Register as the holder:15.1
    
    recognise a renunciation thereof by the allottee in favour of some other person and may
accord to any allottee of a share a right to effect such renunciation; and/or15.2
    
    allow the rights represented thereby to be one or more
participating securities, in each case upon and subject to such terms and conditions as the Directors may think fit to
impose.16
    
    Trust etc. interests not recognisedExcept as required by law, no person shall be recognised by the Company as holding any share
upon any trust, and the Company shall not be bound by or compelled in any way to recognise
any equitable, contingent, future or partial interest in any share, any interest in any
fractional part of a share or (except only as by these Articles or by law otherwise
provided) any other right in respect of any share, except an absolute right to the entirety
thereof in the registered holder.
 11




---



##### 



Evidence of Title to Securities
 17
    
    Nothing in these Articles shall require title to any securities of the Company to be
evidenced or transferred by a written instrument, the regulations from time to time made under
the Statutes so permitting. The Directors shall have power to implement any arrangements which
they may think fit for such evidencing and transfer which accord with those regulations.
 Share Certificates
 18
    
    Issue of share certificateEvery share certificate shall be executed by the Company in such manner as the Directors may
decide (which may include use of the Seal or the Securities Seal (or, in the case of shares
on a branch register, an official seal for use in the relevant territory) and/or manual or
facsimile signatures by one or more Directors) and shall specify the number and class of
shares to which it relates and the amount paid up thereon. No certificate shall be issued
representing shares of more than one class. No certificate shall normally be issued in
respect of shares held by a recognised clearing house or a nominee of a recognised clearing
house or of a recognised investment exchange.19
    
    Joint holderIn the case of a share held jointly by several persons in certificated form the Company
shall not be bound to issue more than one certificate therefor and delivery of a certificate
to one of the joint holders shall be sufficient delivery to all.20
    
    Timing of issue of share certificateAny person (except a person to whom the Company is not required by law to issue a
certificate) whose name is entered in the Register in respect of any shares in certificated
form of any one class upon the issue or transfer to him thereof shall be entitled without
payment to a certificate therefor (in the case of issue) within one month (or such longer
period as the terms of issue shall provide) after allotment or (in the case of a transfer of
fully-paid shares) within 14 days after lodgment of a transfer or (in the case of a transfer
of partly-paid shares) within two months after lodgment of a transfer.21
    
    Balance certificateWhere some only of the shares comprised in a share certificate are transferred, the old
certificate shall be cancelled and, to the extent that the balance is to be held in
certificated form, a new certificate for the balance of such shares issued in lieu without
charge.22
    
    Replacement of share certificates22.1
    
    Any two or more certificates representing shares of any one class held by any member may at
his request be cancelled and a single new certificate for such shares issued in lieu without
charge.22.2
    
    If any member shall surrender for cancellation a share certificate representing shares held
by him and request the Company to issue in lieu two or more share certificates
 12




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##### 



representing such shares in such proportions as he may specify, the Directors may, if they
think fit, comply with such request.22.3
    
    If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or
destroyed, a new certificate representing the same shares may be issued to the holder upon
request subject to delivery up of the old certificate or (if alleged to have been lost, stolen
or destroyed) compliance with such conditions as to evidence and indemnity and the payment of
any exceptional out-of-pocket expenses of the Company in connection with the request as the
Directors may think fit.22.4
    
    In the case of shares held jointly by several persons any such request may be made by any one
of the joint holders.
 Calls on Shares
 23
    
    Power to make callsThe Directors may from time to time make calls upon the members in respect of any moneys
unpaid on their shares (whether on account of the nominal value of the shares or, when
permitted, by way of premium) but subject always to the terms of allotment of such shares. A
call shall be deemed to have been made at the time when the resolution of the Directors
authorising the call was passed and may be made payable by instalments.24
    
    Liability for callsEach member shall (subject to being given at least 14 days notice specifying the time or
times and place of payment) pay to the Company at the time or times and place so specified,
the amount called on his shares. The joint holders of a share shall be jointly and severally
liable to pay all calls in respect thereof. A call may be wholly or partly revoked or
postponed as the Directors may determine.25
    
    Interest on overdue amountsIf a sum called in respect of a share is not paid before or on the day appointed for payment
thereof, the person from whom the sum is due shall pay interest on the sum from the day
appointed for payment thereof to the time of actual payment at such rate (not exceeding 3
per cent per annum above the base rate for the time being of Barclays Bank PLC on the date
on which payments are made to the Company) as the Directors determine but the Directors
shall be at liberty in any case or cases to waive payment of such interest wholly or in
part.26
    
    Other sums due on sharesAny sum (whether on account of the nominal value of the share or by way of premium) which by
the terms of allotment of a share becomes payable upon allotment or at any fixed date shall
for all the purposes of these Articles be deemed to be a call duly made and payable on the
date on which by the terms of allotment the same becomes payable. In case of non-payment all
the relevant provisions of these Articles as to payment of interest and expenses, forfeiture
or otherwise shall apply as if such sum had become payable by virtue of a call duly made and
notified.
 13




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##### 



27
    
    Power to differentiate between holdersThe Directors may on the allotment of shares differentiate between the holders as to the
amount of calls to be paid and the times of payment.28
    
    Payment of calls in advanceThe Directors may if they think fit receive from any member willing to advance the same all
or any part of the moneys (whether on account of the nominal value of the shares or by way
of premium) uncalled and unpaid upon the shares held by him and such payment in advance of
calls shall extinguish pro tantothe liability upon the shares in respect of which it is
made and upon the money so received (until and to the extent that the same would but for
such advance become payable) the Company may pay interest at such rate (not exceeding 3 per
cent per annum above the base rate for the time being of Barclays Bank PLC on the date on
which payments are made to the Company) as the member paying such sum and the Directors may
agree.
 Forfeiture and Lien
 29
    
    Notice on failure to pay a call29.1
    
    If a member fails to pay in full any call or instalment of a call on or before the due date
for payment thereof, the Directors may at any time thereafter serve a notice on him requiring
payment of so much of the call or instalment as is unpaid together with any interest which may
have accrued thereon and any expenses incurred by the Company by reason of such non-payment.29.2
    
    The notice shall name a further day (not being less than seven days from the date of service
of the notice) on or before which and the place where the payment required by the notice is to
be made, and shall state that in the event of non-payment in accordance therewith the shares
on which the call has been made will be liable to be forfeited.30
    
    Forfeiture for non-complianceIf the requirements of any such notice as aforesaid are not complied with, any share in
respect of which such notice has been given may at any time thereafter, before payment of
all calls and interest and expenses due in respect thereof has been made, be forfeited by a
resolution of the Directors to that effect. Such forfeiture shall include all dividends
declared in respect of the forfeited share and not actually paid before forfeiture. The
Directors may accept a surrender of any share liable to be forfeited hereunder.31
    
    Disposal of forfeited shareA share so forfeited or surrendered shall become the property of the Company and may be
sold, re-allotted or otherwise disposed of either to the person who was before such
forfeiture or surrender the holder thereof or entitled thereto or to any other person upon
such terms and in such manner as the Directors shall think fit and at any time before a
sale, re-allotment or disposal the forfeiture or surrender may be cancelled on such terms as
the Directors think fit. The Directors may, if necessary, authorise some person to transfer
a forfeited or surrendered share to any such other person as aforesaid.
 14




---



##### 



32
    
    Holder to remain liable despite forfeitureA person whose shares have been forfeited or surrendered shall cease to be a member in
respect of the shares and shall, in the case of shares held in certificated form, surrender
to the Company for cancellation the certificate for such shares. Such person shall
nevertheless remain liable to pay to the Company all moneys which at the date of forfeiture
or surrender were presently payable by him to the Company in respect of the shares with
interest thereon at 3 per cent per annum above the base rate for the time being of Barclays
Bank PLC on the date on which payments are made to the Company (or such lower rate as the
Directors may determine) from the date of forfeiture or surrender until payment. The
Directors may at their absolute discretion enforce payment without any allowance for the
value of the shares at the time of forfeiture or surrender or for any consideration received
on their disposal. They may also waive payment in whole or in part.33
    
    Lien on partly-paid sharesThe Company shall have a first and paramount lien on every share (not being a fully-paid
share) for all moneys (whether presently payable or not) called or payable at a fixed time
in respect of such share and the Directors may waive any lien which has arisen and may
resolve that any share shall for some limited period be exempt wholly or partially from the
provisions of this Article.34
    
    Sale of shares subject to lienThe Company may sell in such manner as the Directors think fit any share on which the
Company has a lien, but no sale shall be made unless some sum in respect of which the lien
exists is presently payable nor until the expiration of 14 days after a notice in writing
demanding payment of the sum presently payable and giving notice of intention to sell the
share in default of payment shall have been given to the holder for the time being of the
share or the person entitled thereto by reason of his death or bankruptcy or otherwise by
operation of law.35
    
    Proceeds of sale of shares subject to lienThe net proceeds of such sale after payment of the costs of such sale shall be applied in or
towards payment or satisfaction of the amount in respect whereof the lien exists so far as
the same is then payable and any residue shall, upon surrender (in the case of shares held
in certificated form) to the Company for cancellation of the certificate for the shares sold
and subject to a like lien for sums not presently payable as existed upon the shares prior
to the sale, be paid to the person entitled to the shares at the time of the sale. For the
purpose of giving effect to any such sale the Directors may authorise some person to
transfer the shares sold to, or in accordance with the directions of, the purchaser.36
    
    Evidence of forfeitureA statutory declaration that the declarant is a Director or the Secretary and that a share
has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date
stated in the declaration shall be conclusive evidence of the facts therein stated as
against all persons claiming to be entitled to the share. Such declaration shall (subject to
the relevant share transfer being made, if the same be required) constitute a good title to
the share. The person to whom the share is sold, re-allotted or disposed of shall not be
bound
 15




---



##### 



to see to the application of the consideration (if any). The title of such person to the
share shall not be affected by any irregularity or invalidity in the proceedings relating to
the forfeiture, surrender, sale, re-allotment or disposal of the share.
 Transfer of Shares
 37
    
    Form of transfer37.1
    
    Subject to the provisions of Article 17, all transfers of shares which are in certificated
form may be effected by transfer in writing in any usual or common form or in any other form
acceptable to the Directors and may be under hand only. The instrument of transfer shall be
signed by or on behalf of the transferor and (except in the case of fully-paid shares) by or
on behalf of the transferee. The transferor shall remain the holder of the shares concerned
until the name of the transferee is entered in the Register in respect thereof.37.2
    
    All transfers of shares which are in uncertificated form may, unless the Regulations
otherwise provide, be effected by means of a relevant system.38
    
    Closure of RegisterThe registration of transfers may be suspended at such times and for such periods as the
Directors may from time to time determine and either generally or in respect of any class of
shares except that, in respect of any shares which are participating securities, the
Register shall not be closed without the consent of the Operator. The Register shall not be
closed for more than 30 days in any year.39
    
    Right to refuse registration39.1
    
    The Directors may decline to recognise any instrument of transfer relating to shares in
certificated form unless the instrument of transfer is in respect of only one class of share
and is lodged (duly stamped if required) at the Transfer Office accompanied by the relevant
share certificate(s) and such other evidence as the Directors may reasonably require to show
the right of the transferor to make the transfer (and, if the instrument of transfer is
executed by some other person on his behalf, the authority of that person so to do), provided
that, where any such shares are admitted to the official list maintained by the UK Listing
Authority, such discretion may not be exercised in such a way as to prevent dealings in the
shares of that class from taking place on an open and proper basis. In the case of a transfer
of shares in certificated form by a recognised clearing house or a nominee of a recognised
clearing house or of a recognised investment exchange the lodgment of share certificates will
only be necessary if and to the extent that certificates have been issued in respect of the
shares in question.39.2
    
    The Directors may, in the case of shares in certificated form, in their absolute discretion
and without assigning any reason therefor refuse to register any transfer of shares (not being
fully-paid shares) provided that, where any such shares are admitted to the official list
maintained by the UK Listing Authority, such discretion may not be exercised in such a way as
to prevent dealings in the shares of that class from taking place on an open and proper basis.39.3
    
    The Directors may also refuse to register an allotment or transfer of shares (whether
fully-paid or not) in favour of more than four persons jointly.
 16




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##### 



39.4
    
    If the Directors refuse to register an allotment or transfer of shares they shall within two
months after the date on which:
 39.4.1
    
    the letter of allotment or instrument of transfer was lodged with the Company (in the
case of shares held in certificated form); or39.4.2
    
    the Operator-instruction was received by the Company (in the case of shares held in
uncertificated form),
 send to the allottee or transferee notice of the refusal.40
    
    Instruments of transferAll instruments of transfer which are registered may be retained by the Company.41
    
    No fee on registrationNo fee will be charged by the Company in respect of the registration of any transfer or any
document relating to or affecting the title to any shares or otherwise for making any entry
in the Register affecting the title to any shares.42
    
    Destruction of documentsSubject to compliance with the rules (as defined in the Regulations) applicable to shares of
the Company in uncertificated form, the Company shall be entitled to destroy or delete all
instruments of transfer or other documents (whether in hard copy or electronic form) which
have been registered or on the basis of which registration was made at any time after the
expiration of six years from the date of registration thereof and all dividend mandates and
notifications of change of address at any time after the expiration of two years from the
date of recording thereof and all share certificates which have been cancelled at any time
after the expiration of one year from the date of the cancellation thereof and it shall
conclusively be presumed in favour of the Company that every entry in the Register
purporting to have been made on the basis of an instrument of transfer or other document so
destroyed or deleted was duly and properly made and every instrument of transfer so
destroyed or deleted was a valid and effective instrument duly and properly registered and
every share certificate so destroyed was a valid and effective certificate duly and properly
cancelled and every other document hereinbefore mentioned so destroyed or deleted was a
valid and effective document in accordance with the recorded particulars thereof in the
books or records of the Company. Provided always that:42.1
    
    the provisions aforesaid shall apply only to the destruction or deletion of a document in
good faith and without notice of any claim (regardless of the parties thereto) to which the
document might be relevant;42.2
    
    nothing herein contained shall be construed as imposing upon the Company any liability in
respect of the destruction or deletion of any such document earlier than as aforesaid or in
any other circumstances which would not attach to the Company in the absence of this Article;42.3
    
    any document referred to above may, subject to the Statutes, be destroyed before the end of
the relevant period so long as a copy of such document (whether made electronically, by
microfilm, by digital imaging or by any other means) has been made and is retained until the
end of the relevant period; and
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42.4
    
    references herein to the destruction or deletion of any document include references to the
disposal thereof in any manner.43
    
    Further provisions on shares in uncertificated form43.1
    
    Subject to the Statutes and the rules (as defined in the Regulations), and apart from any
class of wholly dematerialised security, the Directors may determine that any class of shares
may be held in uncertificated form and that title to such shares may be transferred by means
of a relevant system or that shares of any class should cease to be held and transferred as
aforesaid.43.2
    
    The provisions of these Articles shall not apply to shares of any class which are in
uncertificated form to the extent that such Articles are inconsistent with:
 43.2.1
    
    the holding of shares of that class in uncertificated form;43.2.2
    
    the transfer of title to shares of that class by means of a relevant system; or43.2.3
    
    any provision of the Regulations.
 Transmission of Shares
 44
    
    Persons entitled on deathIn case of the death of a member, the survivors or survivor where the deceased was a joint
holder, and the executors or administrators of the deceased where he was a sole or only
surviving holder, shall be the only persons recognised by the Company as having any title to
his interest in the shares, but nothing in this Article shall release the estate of a
deceased member (whether sole or joint) from any liability in respect of any share held by
him.45
    
    Election by persons entitled by transmissionAny person becoming entitled to a share in consequence of the death or bankruptcy of a
member or otherwise by operation of law may (subject as hereinafter provided) upon supplying
to the Company such evidence as the Directors may reasonably require to show his title to
the share either be registered himself as holder of the share upon giving to the Company
notice in writing to that effect or transfer such share to some other person. All the
limitations, restrictions and provisions of these Articles relating to the right to transfer
and the registration of transfers of shares shall be applicable to any such notice or
transfer as aforesaid as if the notice or transfer were a transfer made by the member
registered as the holder of any such share.46
    
    Rights of persons entitled by transmissionSave as otherwise provided by or in accordance with these Articles, a person becoming
entitled to a share in consequence of the death or bankruptcy of a member or otherwise by
operation of law (upon supplying to the Company such evidence as the Directors may
reasonably require to show his title to the share) shall be entitled to the same dividends
and other advantages as those to which he would be entitled if he were the registered holder
of the share except that he shall not be entitled in respect thereof (except with the
authority of the Directors) to exercise any right conferred by membership in relation to
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shareholders meetings until he shall have been registered as a member in respect of the
share.
 Untraced Shareholders
 47
    
    Untraced shareholdersThe Company shall be entitled to sell at the best price reasonably obtainable at the time of
sale the shares of a member or the shares to which a person is entitled by virtue of
transmission on death or bankruptcy or otherwise by operation of law if and provided that:47.1
    
    during the period of six years prior to the date of the publication of the advertisements
referred to in paragraph 47.2 below (or, if published on different dates, the first thereof)
no communication has been received by the Company from the member or the person entitled by
transmission and no cheque or warrant sent by the Company through the post in a pre-paid
letter addressed to the member or to the person entitled by transmission to the shares at his
address on the Register or the last known address given by the member or the person entitled
by transmission to which cheques and warrants are to be sent has been cashed and at least
three dividends in respect of the shares in question have become payable and no dividend in
respect of those shares has been claimed;47.2
    
    the Company shall on expiry of the said period of six years have inserted advertisements in
both a leading national daily newspaper and in a newspaper circulating in the area in which
the address referred to in paragraph 47.1 above is located giving notice of its intention to
sell the said shares; and47.3
    
    during the said period of six years and the period of three months following the publication
of the said advertisements the Company shall have received no communication from such member
or person.48
    
    Executor and proceedsTo give effect to any such sale the Company may appoint any person to transfer, as
transferor, the said shares and such transfer shall be as effective as if it had been
carried out by the registered holder of or person entitled by transmission to such shares
and the title of the transferee shall not be affected by any irregularity or invalidity in
the proceedings relating thereto. The net proceeds of sale shall belong to the Company which
shall be obliged to account to the former member or other person previously entitled as
aforesaid for an amount equal to such proceeds and shall enter the name of such former
member or other person in the books of the Company as a creditor for such amount which shall
be a permanent debt of the Company. No trust shall be created in respect of the debt, no
interest shall be payable in respect of the same and the Company shall not be required to
account for any money earned on the net proceeds, which may be employed in the business of
the Company or invested in such investments (other than shares of the Company or its holding
company if any) as the Directors may from time to time think fit.
 General Meetings
 49
    
    Annual and Extraordinary General MeetingsAn Annual General Meeting shall be held not more than 18 months after the incorporation of
the Company and subsequently once in every year, at such time (within a period of not
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more than 15 months after the holding of the last preceding Annual General Meeting) and
place as may be determined by the Directors. All other General Meetings shall be called
Extraordinary General Meetings.50
    
    Convening of General MeetingsThe Directors may whenever they think fit, and shall on requisition in accordance with the
Statutes, proceed with proper expedition to convene an Extraordinary General Meeting.
 Notice of General Meetings
 51
    
    Notice of General MeetingsAn Annual General Meeting and any Extraordinary General Meeting at which it is proposed to
pass a Special Resolution or (save as provided by the Statutes) a resolution of which
special notice has been given to the Company, shall be called by 21 clear days notice in
writing (including, subject to the provision of the Statutes and regulations of the London
Stock Exchange, electronic mail) at the least and any other Extraordinary General Meeting by
14 clear days notice in writing (including, subject to the provision of the Statutes and
regulations of the London Stock Exchange, electronic mail) at the least. The period of
notice shall in each case be exclusive of the day on which it is served or deemed to be
served and of the day on which the meeting is to be held and shall be given in manner
hereinafter mentioned to all members other than such as are not under the provisions of
these Articles entitled to receive such notices from the Company: provided that the Company
may determine that only those persons entered on the Register at the close of business on a
day determined by the Company, such day being no more than 21 days before the day that
notice of the meeting is sent, shall be entitled to receive such a notice and provided also
that a General Meeting notwithstanding that it has been called by a shorter notice than that
specified above shall be deemed to have been duly called if it is so agreed:51.1
    
    in the case of an Annual General Meeting by all the members entitled to attend and vote
thereat; and51.2
    
    in the case of an Extraordinary General Meeting by a majority in number of the members having
a right to attend and vote thereat, being a majority together holding not less than 95 per
cent in nominal value of the shares giving that right.52
    
    Contents of notice of General Meetings52.1
    
    Every notice calling a General Meeting shall specify the place and the day and hour of the
meeting, and there shall appear with reasonable prominence in every such notice a statement
that a member entitled to attend and vote is entitled to appoint a proxy or proxies to attend
and vote instead of him and that a proxy need not be a member of the Company.52.2
    
    In the case of an Annual General Meeting, the notice shall also specify the meeting as such.52.3
    
    The notice shall specify the general nature of the business to be transacted at the meeting
and if any resolution is to be proposed as an Extraordinary Resolution or as a Special
Resolution, the notice shall contain a statement to that effect.
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52.4
    
    For the purposes of determining which persons are entitled to attend or vote at a meeting and
how many votes such person may cast, the Company may specify in the notice of the meeting a
time, not more than 48 hours before the time fixed for the meeting, by which a person must be
entered on the Register in order to have the right to attend or vote at the meeting.
 Overflow of General Meetings
 53
    
    The Board may, notwithstanding that the notice of any General Meeting may specify the place
of the meeting (the Principal Place), at which the chairman of the meeting shall preside,
make arrangements for simultaneous attendance and participation at other places by members and
proxies entitled to attend the General Meeting but unable to do so at the Principal Place.54
    
    Such arrangements for simultaneous attendance at the meeting may include arrangements
regarding the level of attendance as aforesaid at the other places provided that they shall
operate so that any members and proxies excluded from attendance at the Principal Place are
able to attend at one or more of the other places. For the purpose of all other provisions of
these Articles any such meeting shall be treated as being held and taking place at the
Principal Place.55
    
    The Board may, for the purpose of facilitating the organisation and administration of any
General Meeting to which such arrangements apply, from time to time make arrangements, whether
involving the issue of tickets (on a basis intended to afford all members and proxies entitled
to attend the meeting an equal opportunity of being admitted to the Principal Place) or the
imposition of some random means of selection or otherwise as it shall in its absolute
discretion consider to be appropriate, and may from time to time vary any such arrangements or
make new arrangements in their place and the entitlement of any member or proxy to attend a
General Meeting at the Principal Place shall be subject to the arrangements as may be for the
time being in force whether stated in the notice of meeting to apply to that meeting or
notified to the members concerned subsequent to the provision of the notice of the meeting.
 Proceedings at General Meetings
 56
    
    ChairmanThe Chairman of the Directors, failing whom a Deputy Chairman, failing whom any Director
present and willing to act and, if more than one, chosen by the Directors present at the
meetings shall preside as chairman at a General Meeting. If no Director is present within
five minutes after the time appointed for holding the meeting and willing to act as
chairman, the Directors present shall choose one of their number (or, if no Director be
present or if all the Directors present decline to take the chair, the members present and
entitled to vote shall choose one of their number) to be chairman of the meeting.57
    
    QuorumNo business other than the appointment of a chairman shall be transacted at any General
Meeting unless a quorum is present at the time when the meeting proceeds to business.
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Three members present in person or by proxy and entitled to vote shall be a quorum for all
purposes.58
    
    Lack of quorumIf within five minutes from the time appointed for a General Meeting (or such longer
interval as the chairman of the meeting may think fit to allow) a quorum is not present, or
if during the meeting a quorum ceases to be present, the meeting, if convened on the
requisition of members, shall be dissolved. In any other case it shall stand adjourned to
such other day and such time and place as may have been specified for the purpose in the
notice convening the meeting or (if not so specified) as the chairman of the meeting may
determine.59
    
    AdjournmentThe chairman of any General Meeting at which a quorum is present may with the consent of the
meeting (and shall if so directed by the meeting) adjourn the meeting from time to time (or
sine die) and from place to place, but no business shall be transacted at any adjourned
meeting except business which might lawfully have been transacted at the meeting from which
the adjournment took place. Where a meeting is adjourned sine die, the time and place for
the adjourned meeting shall be fixed by the Directors. When a meeting is adjourned for 30
days or more or sine die, not less than seven days notice of the adjourned meeting shall be
given in like manner as in the case of the original meeting.60
    
    Notice of adjourned meetingSave as hereinbefore expressly provided, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.61
    
    Amendments to resolutionsIf an amendment shall be proposed to any resolution under consideration but shall in good
faith be ruled out of order by the chairman of the meeting the proceedings on the
substantive resolution shall not be invalidated by any error in such ruling. In the case of
a resolution duly proposed as a Special or Extraordinary Resolution, no amendment thereto
(other than a mere clerical amendment to correct a patent error) may in any event be
considered or voted upon.62
    
    PollsAt any General Meeting a resolution put to the vote of the meeting shall be decided on a
show of hands unless a poll is (before, or on the declaration of the result of, the show of
hands) demanded by:62.1
    
    the chairman of the meeting;62.2
    
    not less than five members present in person or by proxy and entitled to vote;62.3
    
    a member or members present in person or by proxy and representing not less than one-tenth of
the total voting rights of all the members having the right to vote at the meeting; or62.4
    
    a member or members present in person or by proxy and holding shares in the Company
conferring a right to vote at the meeting being shares on which an aggregate sum has
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been paid up equal to not less than
one-tenth of the total sum paid up on
all the shares conferring that right.63
    
    Demand for pollA demand for a poll may, before the poll is taken, be withdrawn only with the approval of
the chairman of the meeting. A demand so withdrawn shall not be taken to have invalidated
the result of a show of hands declared before the demand was made. Unless a poll is taken a
declaration by the chairman that a resolution has been carried, or carried unanimously, or
by a particular majority, or lost, and an entry to that effect in the minute book, shall be
conclusive evidence of that fact without proof of the number or proportion of the votes
recorded for or against such resolution. If a poll is demanded, it shall be taken in such
manner (including by use of ballot, voting papers, tickets, electronic means, or any
combination thereof) as the chairman of the meeting may direct, and the result of the poll
shall be deemed to be the resolution of the meeting at which the poll was demanded. The
chairman of the meeting may (and if so directed by the meeting shall) appoint scrutineers
(who need not be members) and may adjourn the meeting to some place and time fixed by him
for the purpose of declaring the result of the poll. The result of the poll shall be deemed
to be the resolution of the meeting at which the poll was demanded.64
    
    Voting on a pollOn a poll votes may be given either personally or by proxy and a person entitled to more
than one vote need not use all his votes or cast all the votes he uses in the same way.
Unless his appointment otherwise provides, the proxy may vote or abstain at his discretion
on any matter coming before the meeting on which proxies are entitled to vote.65
    
    Chairmans casting voteIn the case of an equality of votes, whether on a show of hands or on a poll, the chairman
of the meeting at which the show of hands takes place or at which the poll is demanded shall
be entitled to a casting vote in addition to any other vote he may have.66
    
    Timing of pollA poll demanded on the choice of a chairman or on a question of adjournment shall be taken
forthwith. A poll demanded on any other question shall be taken either immediately or at
such subsequent time (not being more than 30 days from the date of the meeting) and place as
the chairman may direct. No notice need be given of a poll not taken immediately. The demand
for a poll shall not prevent the continuance of the meeting for the transaction of any
business other than the question on which the poll has been demanded.
 Votes of Members
 67
    
    Votes attaching to sharesSubject to Articles 10.2 and 52.4 and to any special rights or restrictions as to voting
attached by or in accordance with these Articles to any class of shares, on a show of hands
every member who is present in person or by proxy shall have one vote and on a poll every
member who is present in person or by proxy shall have one vote for every share of which he
is the holder.
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68
    
    Votes of joint holdersIn the case of joint holders of a share the vote of the senior who tenders a vote, whether
in person or by proxy, shall be accepted to the exclusion of the votes of the other joint
holders and for this purpose seniority shall be determined by the order in which the names
stand in the Register in respect of the share.69
    
    Voting by guardianWhere in England or elsewhere a guardian, receiver or other person (by whatever name called)
has been appointed by any Court claiming jurisdiction in that behalf to exercise powers with
respect to the property or affairs of any member on the ground (however formulated) of
mental disorder, the Directors may in their absolute discretion, upon or subject to
production of such evidence of the appointment as the Directors may require, permit such
guardian, receiver or other person on behalf of such member to vote in person or by proxy at
any shareholders meeting or to exercise any other right conferred by membership in relation
to shareholders meetings.70
    
    Restrictions on voting if holding unpaid sharesNo member shall, unless the Directors otherwise determine, be entitled in respect of any
share held by him to vote either personally or by proxy at a shareholders meeting or to
exercise any other right conferred by membership in relation to shareholders meetings if
any call or other sum presently payable by him to the Company in respect of that share
remains unpaid.71
    
    Restrictions on voting in particular circumstances71.1
    
    If any member, or any other person appearing to be interested in shares (within the meaning
of Part 22 of the Companies Act 2006) held by such member, has been duly served with a notice
under Section 793 of the Companies Act 2006 and is in default for a period of 14 days from the
date of service in supplying to the Company the information thereby required, then (unless the
Directors otherwise determine) in respect of:
 71.1.1
    
    the shares comprising the shareholding account in the Register which comprises or
includes the shares in relation to which the default occurred (all or the relevant
number as appropriate of such shares being the default shares, which expression shall
include any further shares which are issued in respect of such shares after the date of
the notice under Section 793 of the Companies Act 2006); and71.1.2
    
    any other shares held by the member,
 the member shall (for so long as the default continues) not, nor shall any transferee to
whom any of such shares are transferred (other than pursuant to an approved transfer or
pursuant to paragraph 71.2.2 below) be entitled to attend or vote either personally or by
proxy at a shareholders meeting or to exercise any other right conferred by membership in
relation to shareholders meetings.71.2
    
    Where the default shares represent at least 0.25 per cent of the issued shares of the class
in question, the Directors may in their absolute discretion by notice (a direction notice)
to such member direct that:
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71.2.1
    
    any dividend or part thereof or other money which would otherwise be payable in
respect of the default shares shall be retained by the Company without any liability to
pay interest thereon when such dividend or other money is finally paid to the member
and the member shall not be entitled to elect to receive shares in lieu of dividend;
and/or71.2.2
    
    no transfer of any of the shares held by such member shall be registered unless the
transfer is an approved transfer or:
 (i)
    
    the member is not himself in default as regards supplying the
information required; and(ii)
    
    the transfer is of part only of the members holding and, when
presented for registration, is accompanied by a certificate by the member in a
form satisfactory to the Directors to the effect that after due and careful
enquiry the member is satisfied that none of the shares the subject of the
transfer are default shares,
 provided that, in the case of shares in uncertificated form, the Directors may only exercise
their discretion not to register a transfer if permitted to do so by the Regulations.Any direction notice may treat shares of a member in certificated and uncertificated form as
separate holdings and either apply only to the former or to the latter or make different
provision for the former and the latter.Upon the giving of a direction notice its terms shall apply accordingly.71.3
    
    The Company shall send to each other person appearing to be interested in the shares which
are the subject of any direction notice a copy of the notice, but the failure or omission by
the Company to do so shall not invalidate such notice.71.4
 71.4.1
    
    Save as herein provided any direction notice shall have effect in accordance with its
terms for so long as the default in respect of which the direction notice was issued
continues and shall cease to have effect thereafter upon the Directors so determining
(such determination to be made within a period of one week of the default being duly
remedied, with written notice thereof being given forthwith to the member).71.4.2
    
    Any direction notice shall cease to have effect in relation to any shares which are
transferred by such member by means of an approved transfer or in accordance with
paragraph 71.2.2 above.
 71.5
    
    For the purposes of this Article:
 71.5.1
    
    a person shall be treated as appearing to be interested in any shares if the member
holding such shares has been served with a notice under the said Section 793 and either
(a) the member has named such person as being so interested or (b) (after taking into
account the response of the member to the said notice and any other relevant
information) the Company knows or has reasonable cause to believe that the person in
question is or may be interested in the shares; and71.5.2
    
    a transfer of shares is an approved transfer if:
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(i)
    
    it is a transfer of shares to an offeror by way or in pursuance
of acceptance of a takeover offer (as defined in Section 974 of the Companies
Act 2006); or(ii)
    
    the Directors are satisfied that the transfer is made pursuant
to a bona fide sale of the whole of the beneficial ownership of the shares to a
party unconnected with the member or with any person appearing to be interested
in such shares including any such sale made through a recognised investment
exchange or through a stock exchange outside the United Kingdom on which the
Companys shares are normally traded. For the purposes of this sub-paragraph
any associate (as that term is defined in Section 435 of the Insolvency Act
1986) shall be included amongst the persons who are connected with the member
or any person appearing to be interested in such shares.
 71.6
    
    The provisions of this Article are in addition and without prejudice to the provisions of the
Companies Acts.72
    
    Validity and result of voteNo objection shall be raised as to the qualification of any voter or the admissibility of
any vote except at the meeting or adjourned meeting at which the vote is tendered. Every
vote not disallowed at such meeting shall be valid for all purposes. Any such objection
shall be referred to the chairman of the meeting, whose decision shall be final and
conclusive.
 Proxies
 73
    
    Proxy need not be a memberA proxy need not be a member of the Company.74
    
    Form of proxyThe appointment of a proxy must be in writing in any usual or common form or in any other
form which the Directors may approve and:74.1
    
    in the case of an individual must either be signed by the appointor or his attorney or
authenticated in accordance with Article 154; and74.2
    
    in the case of a corporation must be either given under its common seal or be signed on its
behalf by an attorney or a duly authorised officer of the corporation or authenticated in
accordance with Article 154.Any signature on or authentication of such appointment need not be witnessed. Where an
appointment of a proxy is signed or authenticated in accordance with Article 154 on behalf
of the appointor by an attorney, the power of attorney or a copy thereof certified
notarially or in some other way approved by the Directors must (failing previous
registration with the Company) be submitted to the Company, failing which the appointment
may be treated as invalid.
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75
    
    Deposit of form of proxy75.1
    
    The appointment of a proxy must be received at such address or one of such addresses (if any)
as may be specified for that purpose in or by way of note to or in any document accompanying
the notice convening the meeting (or, if no address is so specified, must be left at the
Transfer Office) not less than forty-eight hours before the time appointed for the holding of
the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the
same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be
used, and in default shall not be treated as valid. The appointment shall, unless the contrary
is stated thereon, be valid as well for any adjournment of the meeting as for the meeting to
which it relates. An appointment relating to more than one meeting (including any adjournment
thereof) having once been so delivered for the purposes of any meeting shall not require again
to be delivered for the purposes of any subsequent meeting to which it relates.75.2
    
    Without limiting the foregoing, in relation to any shares in uncertificated form the
Directors may permit a proxy to be appointed by electronic means and/or by means of a website
in the form of an Uncertificated Proxy Instruction (that is, a properly authenticated
dematerialised instruction, and/or other instruction or notification, sent by means of a
relevant system to such participant in that system acting on behalf of the Company as the
Directors may prescribe, in such form and subject to such terms and conditions as may from
time to time be prescribed by the Directors (subject always to the facilities and requirements
of the relevant system)); and may permit any supplement to, or amendment or revocation of, any
such Uncertificated Proxy Instruction to be made by a further Uncertificated Proxy
Instruction. The Directors may in addition prescribe the method of determining the time at
which any such instruction or notification is to be treated as received by the Company. The
Directors may treat any such instruction or notification purporting or expressed to be sent on
behalf of a holder of a share as sufficient evidence of the authority of the person sending
the instruction to send it on behalf of that holder.76
    
    Differing proxy appointmentsWhen two or more valid but differing proxy appointments are delivered in respect of the same
share for use at the same meeting, the one which is last delivered (regardless of its date
or the date of its execution (if relevant)) shall be treated as replacing and revoking the
others as regards that share and if the Company is unable to determine which was last
delivered none of them shall be treated as valid in respect of that share.77
    
    Rights of proxyA proxy shall have the right to demand or join in demanding a poll but no further right to
speak at the meeting, except with the permission of the chairman of the meeting.78
    
    Revocation of proxyA vote cast or demand for a poll made by proxy shall not be invalidated by the previous
death or insanity of the member or by the revocation of the appointment of the proxy or of
the authority under which the appointment was made unless notice in writing of such death,
insanity or revocation shall have been received by the Company at the address or one of the
addresses specified under Article 75 (subject to any conditions attached to the use of a
particular address imposed under that Article) or, if no address was specified, at
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the Transfer Office 48 hours or such lesser time as the Directors may determine before the
commencement of the meeting or adjourned meeting or (in the case of a poll taken otherwise
than at or on the same day as the meeting or adjourned meeting) the time appointed for the
taking of the poll at which the vote is cast. The Directors may establish such procedures as
they deem appropriate to receive and verify the validity and acceptance of the revocation of
proxy.
 Corporations Acting by Representatives
 79
    
    Any corporation which is a member of the Company may by resolution of its directors or other
governing body authorise such person as it thinks fit to act as its representative at any
shareholders meeting. The person so authorised shall be entitled to exercise the same powers
on behalf of such corporation as the corporation could exercise if it were an individual
member of the Company and such corporation shall for the purposes of these Articles be deemed
to be present in person at any such meeting if a person so authorised is present thereat.
 Directors
 80
    
    Number of DirectorsSubject as hereinafter provided the Directors shall not be less than five nor more than 18
in number. The Company may by Ordinary Resolution from time to time vary the minimum number
and/or maximum number of Directors.81
    
    Share qualificationA Director shall not be required to hold any shares of the Company by way of qualification.
A Director who is not a member of the Company shall nevertheless be entitled to receive
notice of, attend and speak at shareholders meetings.82
    
    Directors feesEach of the Directors, other than those who hold executive office or are employees of the
Company or any subsidiary, shall be paid a fee (which shall accrue from day to day) at such
rate as may from time to time be determined by the Directors, provided that the aggregate of
all such fees shall not in respect of any year exceed £1,000,000 or such other sum as shall
be determined by Ordinary Resolution of the Company.83
    
    Other remuneration of DirectorsAny Director who holds any executive office (including for this purpose the office of
Chairman, Deputy Chairman or Vice Chairman whether or not such office is held in an
executive capacity), or who serves on any committee of the Directors, or who otherwise
performs services which in the opinion of the Directors are outside the scope of the
ordinary duties of a Director, may be paid such extra remuneration by way of salary,
commission or otherwise or may receive such other benefits as the Directors may determine.
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84
    
    Directors expensesThe Directors may repay to any Director all such reasonable expenses as he may incur in
attending and returning from meetings of the Directors or of any committee of the Directors
or shareholders meetings or otherwise in connection with the business of the Company.85
    
    Directors pensions and other benefitsThe Directors shall have power to pay and agree to pay gratuities, pensions or other
retirement, superannuation, death or disability benefits to (or to any person in respect of)
any Director or ex-Director of the Company or any of its subsidiaries and for the purpose of
providing any such gratuities, pensions or other benefits to contribute to any scheme or
fund or to pay premiums.86
    
    Directors interestsSubject to the provisions of the Statutes and to any further restrictions contained in his
contract of employment, and provided that he has disclosed to the Directors the nature and
extent of any interest of his, a Director notwithstanding his office:86.1
    
    may be a party to, or otherwise interested in, any contract, transaction or arrangement with
the Company or in which the Company is otherwise interested;86.2
    
    may be a director or other officer of, or employed by, or a party to any contract,
transaction or arrangement with, or otherwise interested in, any body corporate promoted by
the Company or in which the Company is otherwise interested;86.3
    
    may (or any firm of which he is a partner, employee or member may) act in a professional
capacity for the Company (other than as Auditor) and be remunerated therefor; and86.4
    
    shall not, save as otherwise agreed by him, be accountable to the Company for any benefit
which he derives from any such contract, transaction or arrangement or from any such office or
employment or from any interest in any such body corporate or for such remuneration and no
such contract, transaction or arrangement shall be liable to be avoided on the grounds of any
such interest or benefit.87
    
    Appointment of executive Directors87.1
    
    The Directors may from time to time appoint one or more of their body to be the holder of any
executive office (including, where considered appropriate, the office of Chairman, Deputy
Chairman, Vice Chairman or Group Chief Executive) on such terms and for such period as they
may (subject to the provisions of the Statutes) determine and, without prejudice to the terms
of any contract entered into in any particular case, may at any time revoke or vary the terms
of any such appointment.87.2
    
    The appointment of any Director to the office of Chairman, Deputy Chairman, Vice Chairman or
Group Chief Executive or Managing or Joint Managing or Deputy or Assistant Managing Director
shall automatically determine if he ceases to be a Director but without prejudice to any claim
for damages for breach of any contract of service between him and the Company.87.3
    
    The appointment of any Director to any other executive office shall not automatically
determine if he ceases from any cause to be a Director, unless the contract or resolution
under which he holds office shall expressly state otherwise, in which event such
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determination shall be without prejudice to any claim
for damages for breach of any contract of service
between him and the Company.88
    
    Powers of executive Directors88.1
    
    The Directors may entrust to and confer upon any Director holding any executive office any of
the powers exercisable by them as Directors upon such terms and conditions and with such
restrictions as they think fit, and either collaterally with or to the exclusion of their own
powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.
 Appointment and Retirement of Directors
 89
    
    Election or appointment of additional directorThe Company may by Ordinary Resolution elect any person to be a Director either to fill a
casual vacancy or as an additional Director. Without prejudice thereto the Directors shall
have power at any time so to do, but so that the total number of Directors shall not thereby
exceed the maximum number (if any) fixed by or in accordance with these Articles. Any person
so appointed by the Directors shall hold office only until the next Annual General Meeting
and shall then be eligible for election.90
    
    Vacation of officeThe office of a Director shall be vacated in any of the following events, namely:90.1
    
    if he shall become prohibited by law from acting as a Director;90.2
    
    if he shall resign by writing under his hand left at the Office or if he shall in writing
offer to resign and the Directors shall resolve to accept such offer;90.3
    
    if he shall have a bankruptcy order made against him or shall compound with his creditors
generally or shall apply to the Court for an interim order under Section 253 of the Insolvency
Act 1986 in connection with a voluntary arrangement under that act;90.4
    
    if in England or elsewhere an order shall be made by any Court claiming jurisdiction in that
behalf on the ground (however formulated) of mental disorder for his detention or for the
appointment of a guardian or for the appointment of a receiver or other person (by whatever
name called) to exercise powers with respect to his property or affairs;90.5
    
    if he shall be absent from meetings of the Directors for six months without leave and the
Directors shall resolve that his office be vacated; or90.6
    
    if a notice in writing is served upon him, signed by at least 75 per cent of his co-Directors
for the time being, to the effect that his office as Director shall on receipt of such notice
ipso factobe vacated, but so that if he holds an appointment to an executive office which
thereby automatically determines such removal shall be deemed an act of the Company and shall
have effect without prejudice to any claim for damages for breach of any contract of service
between him and the Company.
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91
    
    Retirement by rotation at Annual General Meetings91.1
    
    Each Director shall retire at the Annual General Meeting held in the third calendar year
following the year in which he was elected or last re-elected but, unless he falls within
paragraph 91.2 below, he shall be eligible for re-election.91.2
    
    A Director shall also retire at any Annual General Meeting if he has agreed to do so (whether
in accordance with the terms of his appointment or otherwise) and, unless the Directors have
agreed otherwise, he shall not be eligible for re-election.92
    
    Re-election of retiring DirectorThe Company at the meeting at which a Director retires under any provision of these Articles
may by Ordinary Resolution fill the office being vacated by electing thereto the retiring
Director (if eligible for re-election) or some other person eligible for election. In the
absence of such a resolution the retiring Director shall nevertheless be deemed to have been
re-elected except in any of the following cases:92.1
    
    where at such meeting it is expressly resolved not to fill such office or a resolution for
the re-election of such Director is put to the meeting and lost;92.2
    
    where such Director is ineligible for re-election or has given notice in writing to the
Company that he is unwilling to be re-elected;92.3
    
    where a resolution to elect such Director is void by reason of contravention of the next
following Article; or92.4
    
    where such Director has attained any retiring age applicable to him as Director.The retirement shall not have effect until the conclusion of the meeting except where a
resolution is passed to elect some other person in the place of the retiring Director or a
resolution for his re-election is put to the meeting and lost and accordingly a retiring
Director who is re-elected or deemed to have been re-elected will continue in office without
a break.93
    
    Election of two or more DirectorsA resolution for the election of two or more persons as Directors by a single resolution
shall not be moved at any General Meeting unless a resolution that it shall be so moved has
first been agreed to by the meeting without any vote being given against it. Any resolution
moved in contravention of this provision shall be void.94
    
    Nomination of Directors for electionNo person other than a Director retiring at the meeting shall, unless recommended by the
Directors for election, be eligible for election as a Director at any General Meeting unless
not less than seven nor more than 42 days (inclusive of the date on which the notice is
given) before the date appointed for the meeting there shall have been lodged at the Office
notice in writing signed or authenticated in accordance with Article 154 by some member
(other than the person to be proposed) duly qualified to attend and vote at the meeting for
which such notice is given of his intention to propose such person for election and also
notice in writing signed or authenticated in accordance with Article 154 by the person to be
proposed of his willingness to be elected.
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95
    
    Power to remove DirectorThe Company may in accordance with and subject to the provisions of the Statutes by Ordinary
Resolution of which special notice has been given remove any Director from office
(notwithstanding any provision of these Articles or of any agreement between the Company and
such Director, but without prejudice to any claim he may have for damages for breach of any
such agreement) and elect another person in place of a Director so removed from office.96
    
    Age LimitAny provision of the Statutes which, subject to the provisions of these Articles, would have
the effect of rendering any person ineligible for appointment or election as a Director or
liable to vacate office as a Director on account of his having reached any specified age or
of requiring special notice or any other special formality in connection with the
appointment or election of any Director over a specified age, shall not apply to the
Company.97
    
    Article deleted by Special Resolution passed on 1 June 2007
 Alternate Directors
 98
    
    Any Director may at any time by writing under his hand and deposited at the Office, or
delivered at a meeting of the Directors, appoint any person (including another Director) to be
his alternate Director and may in like manner at any time terminate such appointment. Such
appointment, unless previously approved by the Directors or unless the appointee is another
Director, shall have effect only upon and subject to being so approved.99
    
    The appointment of an alternate Director shall determine on the happening of any event which
if he were a Director would cause him to vacate such office or if his appointor ceases to be a
Director, otherwise than by retirement at a General Meeting at which he is re-elected.100
    
    An alternate Director shall be entitled to receive notices of meetings of the Directors and
shall be 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 his appointor as a Director and for the purposes of the proceedings at such
meeting the provisions of these Articles shall apply as if he (instead of his appointor) were
a Director. If he shall be himself a Director or shall attend any such meeting as an alternate
for more than one Director, his voting rights shall be cumulative but he shall not be counted
more than once for the purposes of the quorum. If his appointor is for the time being absent
from the United Kingdom or temporarily unable to act through ill health or disability his
signature to any resolution in writing of the Directors shall be as effective as the signature
of his appointor. To such extent as the Directors may from time to time determine in relation
to any committees of the Directors the foregoing provisions of this paragraph shall also apply
mutatis mutandisto any meeting of any such committee of which his appointor is a member. An
alternate Director shall not (save as aforesaid) have power to act as a Director, nor shall he
be deemed to be the agent of his appointor.101
    
    An alternate Director shall be entitled to contract and be interested in and benefit from
contracts or arrangements or transactions and to be repaid expenses and to be
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indemnified to the same extent mutatis mutandisas if he were a Director but he shall not be
entitled to receive from the Company in respect of his appointment as alternate Director any
remuneration except only such part (if any) of the remuneration otherwise payable to his
appointor as such appointor may by notice in writing to the Company from time to time
direct.
 Meetings and Proceedings of Directors
 102
    
    Governing of meetings of Directors102.1
    
    Subject to the provisions of these Articles the Directors may meet together for the despatch
of business, adjourn and otherwise regulate their proceedings as they think fit. At any time
any Director may, and the Secretary at the request of a Director shall, call a meeting of the
Directors. Any Director may waive notice of any meeting and any such waiver may be
retroactive.102.2
    
    A notice of a meeting of directors convened in accordance with paragraph 102.1, or a copy of
the text of any resolution proposed to be passed in accordance with Article 110, (each a
Communication) shall be provided to each Director personally, by word of mouth, by notice in
writing or by electronic means (in the case of a written notice or a notice sent by electronic
means, sent to him at his last known address or such other address as may be notified to the
Secretary from time to time), and each Director shall, on appointment, be taken to have agreed
to the giving of notices in any such manner. Any such Communication may be delivered by hand
or sent by courier, fax, electronic mail or pre-paid first class post. If sent by fax or
electronic mail such Communication shall conclusively be deemed to have been given or served
at the time of despatch. If sent by post or courier such Communication shall conclusively be
deemed to have been received 24 hours from the time of posting or despatch, in the case of
inland mail and couriers in the United Kingdom, or 48 hours from the time of posting or
despatch in the case of international mail and couriers.102.3
    
    A Communication shall be deemed duly served under paragraph 102.2 if sent to the address,
fax number or electronic mail address last provided by each Director to the Secretary. The
non-receipt by any Director of any Communication served in accordance with the provisions of
this Article 102 shall not invalidate any meeting of directors, or any written resolution
signed in accordance with Article 110, to which the Communication relates if such meeting or
resolution is otherwise held or signed in accordance with the provisions of these Articles.103
    
    QuorumThe quorum necessary for the transaction of business of the Directors may be fixed from time
to time by the Directors and unless so fixed at any other number shall be three. A meeting
of the Directors at which a quorum is present shall be competent to exercise all powers and
discretions for the time being exercisable by the Directors. For the purposes of these
Articles any Director who is able (directly or by telephonic or other communication
equipment) to speak and be heard by each of the other Directors present or deemed to be
present at any meeting of the Directors, shall be deemed to be present in person at such
meeting and shall be entitled to vote or be counted in the quorum accordingly. Such meeting
shall be deemed to take place where the largest group of those participating is
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assembled, or, if there is no such group, where the chairman of the meeting then is, and the
word meeting shall be construed accordingly.104
    
    Casting voteQuestions arising at any meeting of the Directors shall be determined by a majority of
votes. In the case of an equality of votes, the chairman of the meeting shall have a second
or casting vote.105
    
    Directors interestsSave as herein provided, a Director shall not vote in respect of any contract or arrangement
or any other proposal whatsoever in which he has any material interest otherwise than by
virtue of interests in shares or debentures or other securities of, or otherwise in or
through, the Company. A Director shall not be counted in the quorum at a meeting in relation
to any resolution on which he is not entitled to vote.106
    
    Directors may have interests106.1
    
    Subject to the provisions of the Statutes, a Director shall (in the absence of some other
material interest than is indicated below) be entitled to vote (and be counted in the quorum)
in respect of any resolution concerning any of the following matters, namely:
 106.1.1
    
    the giving of any security, guarantee or indemnity in respect of (i) money lent or
obligations incurred by him or by any other person at the request of or for the benefit
of the Company or any of its subsidiary undertakings or (ii) a debt or other obligation
of the Company or any of its subsidiary undertakings for which he himself has assumed
responsibility in whole or in part under a guarantee or indemnity or by the giving of
security;106.1.2
    
    any proposal concerning an offer of shares or debentures or other securities of or
by the Company or any of its subsidiary undertakings in which offer he is or may be
entitled to participate as a holder of securities or in the underwriting or
sub-underwriting of which he is to participate;106.1.3
    
    any proposal concerning any other body corporate in which he is interested, directly
or indirectly and whether as an officer or shareholder or otherwise, provided that he
(together with persons connected with him within the meaning of the Companies Acts)
does not have an interest (as that term is used in Part 22 of the Companies Act 2006)
in 1 per cent or more of the issued equity share capital of any class of such body
corporate (or of any third company through which his interest is derived) or of the
voting rights available to members of the relevant body corporate (any such interest
being deemed for the purpose of this Article to be a material interest in all
circumstances);106.1.4
    
    any proposal relating to an arrangement for the benefit of the employees of the
Company or any of its subsidiary undertakings which does not award him any privilege or
benefit not generally awarded to the employees to whom such arrangement relates; and106.1.5
    
    any proposal concerning (i) insurance which the Company proposes to maintain or
purchase for the benefit of Directors or for the benefit of persons who include
Directors, or (ii) indemnities in favour of Directors, or (iii) the funding of
expenditure
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by one or more Directors on defending proceedings against him or them, or (iv) doing
anything to enable such Director or Directors to avoid incurring such expenditure.
 106.2
    
    Where proposals are under consideration concerning the appointment (including fixing or
varying the terms of appointment) of two or more Directors to offices or employments with the
Company or any body corporate in which the Company is interested, the proposals may be divided
and considered in relation to each Director separately and in such case each of the Directors
concerned (if not debarred from voting under paragraph 106.1.3 of this Article) shall be
entitled to vote (and be counted in the quorum) in respect of each resolution except that
concerning his own appointment.106.3
    
    If any question shall arise at any time as to the materiality of a Directors interest or as
to his entitlement to vote and such question is not resolved by his voluntarily agreeing to
abstain from voting, such question shall be referred to the chairman of the meeting and his
ruling in relation to any Director other than himself shall be final and conclusive except in
a case where the nature or extent of the interest of such Director has not been fairly
disclosed.106.4
    
    The Company may by Ordinary Resolution suspend or relax the provisions of this Article to
any extent or ratify any transaction not duly authorised by reason of a contravention of this
Article 106.107
    
    Directors interests  generalFor the purposes of Articles 86, 105 and 106:107.1
    
    a general notice given to the Directors that a Director is to be regarded as having an
interest of the nature and extent specified in the notice in any contract, transaction or
arrangement in which a specified person or class of persons is interested shall be deemed to
be a disclosure that the Director has an interest in any such contract, transaction or
arrangement of the nature and extent so specified;107.2
    
    an interest of a person who is connected (as such expression is defined in the Companies
Acts) with a Director shall be treated as an interest of the Director; and107.3
    
    an interest (whether of his or of such a connected person) of which a Director has no
knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated
as an interest of his.108
    
    Number of Directors below minimumThe continuing Directors may act notwithstanding any vacancies, but if and so long as the
number of Directors is reduced below the minimum number fixed by or in accordance with these
Articles the continuing Directors or Director may act for the purpose of filling such
vacancies or of summoning General Meetings, but not for any other purpose. If there be no
Directors or Director able or willing to act, then any two members may summon a General
Meeting for the purpose of appointing Directors.109
    
    Chairman109.1
    
    The Directors may elect from their number a Chairman, a Deputy Chairman and/or a Vice
Chairman (or two or more Deputy Chairmen and/or Vice Chairmen) and determine the
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period for which each is to hold office. If no Chairman, Deputy Chairman or Vice Chairman
shall have been appointed or if at any meeting of the Directors no Chairman, Deputy Chairman
or Vice Chairman shall be present within five minutes after the time appointed for holding
the meeting, the Directors present may choose one of their number to be chairman of the
meeting.109.2
    
    If at any time there is more than one Deputy Chairman and/or Vice Chairman the right in the
absence of the Chairman to preside at a meeting of the Directors or of the Company shall be
determined as between the Deputy Chairmen and/or Vice Chairmen present (if more than one) by
seniority in length of appointment or otherwise as resolved by the Directors.110
    
    Written resolutionsA resolution in writing of the Directors signed or approved in writing by 70 per cent of the
Directors entitled to vote thereon (being not less in number than a quorum for the meetings
of Directors) shall be as valid and effectual as a resolution duly passed at a meeting of
the Directors and may consist of several documents in the same or similar form. A resolution
in writing of the Directors shall be effective upon receipt by the Secretary of resolutions
signed or approved in writing by the requisite number of Directors.111
    
    Appointment and constitution of committees111.1
    
    The Directors may delegate any of their powers or discretions (including without prejudice
to the generality of the foregoing all powers and discretions whose exercise involves or may
involve the payment of remuneration to or the conferring of any other benefit on all or any of
the Directors) to committees. Any such committee shall, unless the Directors otherwise
resolve, have power to sub-delegate to sub-committees any of the powers or discretions
delegated to it. Any such committee or sub-committee shall consist of one or more Directors
and (if thought fit) one or more other named person or persons to be co-opted as hereinafter
provided. Insofar as any such power or discretion is delegated to a committee or
sub-committee, any reference in these Articles to the exercise by the Directors of the power
or discretion so delegated shall be read and construed as if it were a reference to the
exercise hereof by such committee or sub-committee. Any committee or sub-committee so formed
shall in the exercise of the powers so delegated conform to any regulations which may from
time to time be imposed by the Directors. Any such regulations may provide for or authorise
the co-option to the committee or sub-committee of persons other than Directors and may
provide for members who are not Directors to have voting rights as members of the committee or
sub-committee.111.2
    
    The meetings and proceedings of any such committee or sub-committee consisting of two or
more persons shall be governed mutatis mutandisby the provisions of these Articles regulating
the meetings and proceedings of the Directors, so far as the same are not superseded by any
regulations made by the Directors under the last preceding Article.111.3
    
    All acts done by any meeting of Directors, or of any such committee or sub-committee, or by
any person acting as a Director or as a member of any such committee or sub-committee, shall
as regards all persons dealing in good faith with the Company, notwithstanding that there was
some defect in the appointment of any of the persons acting as aforesaid, or that any such
persons were disqualified or had vacated office, or were not entitled to vote, be as valid as
if every such person had been duly appointed and
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was qualified and had continued to be a Director or member of the committee or sub-committee
and had been entitled to vote.
 Borrowing Powers
 112
    
    Borrowing powersSubject as hereinafter provided and to the provisions of the Statutes, the Directors may
exercise all the powers of the Company to borrow money, and to mortgage or charge its
undertaking, property (present and future) and uncalled capital or any part or parts thereof
and to issue debentures and other securities, whether outright or as collateral security for
any debt, liability or obligation of the Company or of any third party.113
    
    Borrowing restrictions113.1
    
    The Directors shall restrict 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 companies
(if any) so as to secure (so far, as regards subsidiaries, as by such exercise they can
secure) that the aggregate amount for the time being remaining outstanding of all moneys
borrowed by the Group and for the time being owing to persons outside the Group shall not at
any time without the previous sanction of an Ordinary Resolution of the Company exceed an
amount equal to three times the share capital and consolidated reserves.113.2
    
    No person dealing with the Company or any of its subsidiaries shall by reason of the
foregoing provision be concerned to see or enquire whether the said limit is observed and no
debt incurred or security given in excess of such limit shall be invalid or ineffectual unless
the lender or the recipient of the security had, at the time when the debt was incurred or
security given, express notice that the said limit had been or would thereby be exceeded.
 General Powers of Directors
 114
    
    General powersThe business and affairs of the Company shall be managed by the Directors, who may exercise
all such powers of the Company as are not by the Statutes or by these Articles required to
be exercised by the Company in General Meeting subject nevertheless to any regulations of
these Articles, to the provisions of the Statutes and to such regulations, whether or not
consistent with these Articles, as may be prescribed by Special Resolution of the Company,
but no regulation so made by the Company shall invalidate any prior act of the Directors
which would have been valid if such regulation had not been made. The general powers given
by this Article shall not be limited or restricted by any special authority or power given
to the Directors by any other Article.115
    
    Local boardsThe Directors may establish any local boards or agencies for managing any of the affairs of
the Company, either in the United Kingdom or elsewhere, and may appoint any persons to be
members of such local boards, or any managers or agents, and may fix their remuneration, and
may delegate to any local board, manager or agent any of the powers,
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authorities and discretions vested in the Directors, with power to sub-delegate, and may
authorise the members of any local boards, or any of them, to fill any vacancies therein,
and to act notwithstanding vacancies, and any such appointment or delegation may be made
upon such terms and subject to such conditions as the Directors may think fit, and the
Directors may remove any person so appointed, and may annul or vary any such delegation, but
no person dealing in good faith and without notice of any such annulment or variation shall
be affected thereby.116
    
    Appointment of attorneyThe Directors may from time to time and at any time by power of attorney or otherwise
appoint any company, firm or person or any fluctuating body of persons, whether nominated
directly or indirectly by the Directors, to be the attorney or attorneys of the Company for
such purposes and with such powers, authorities and discretions (not exceeding those vested
in or exercisable by the Directors under these Articles) and for such period and subject to
such conditions as they may think fit, and any such appointment may contain such provisions
for the protection and convenience of persons dealing with any such attorney as the
Directors may think fit, and may also authorise any such attorney to sub-delegate all or any
of the powers, authorities and discretions vested in him.117
    
    Register of members in territoriesSubject to and to the extent permitted by the Statutes, the Company, or the Directors on
behalf of the Company, may cause to be kept in any territory a branch register of members
resident in such territory, and the Directors may make and vary such regulations as they may
think fit respecting the keeping of any such register.118
    
    Signature on cheques etc.All cheques, promissory notes, drafts, bills of exchange, and other negotiable or
transferable instruments, and all receipts for moneys paid to the Company, shall be signed,
drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the
Directors shall from time to time by resolution determine.
 President
 119
    
    The Directors may from time to time elect a President of the Company and may determine the
period for which he shall hold office. Such President may be either honorary or paid such
remuneration as the Directors in their discretion shall think fit, and need not be a Director
but shall, if not a Director, be entitled to receive notice of and attend and speak, but not
to vote, at meetings of the Board of Directors only if so invited by the Directors. The
President (unless he is a Director) shall not be an officer of the Company for the purposes of
the Companies Acts.
 Departmental, Divisional or Local Directors
 120
    
    The Directors may from time to time appoint any person to be a Departmental, Divisional or
Local Director and define, limit or restrict his powers and duties and determine his
remuneration and the designation of his office and may at any time remove any such person from
such office. A Departmental, Divisional or Local Director (notwithstanding that
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the designation of his office may include the word Director) shall not by virtue of such
office be or have power in any respect to act as a Director of the Company nor be entitled
to receive notice of or attend or vote at meetings of the Directors nor be deemed to be a
Director for any of the purposes of these presents.
 Secretary
 121
    
    The Secretary shall be appointed by the Directors on such terms and for such period as they
may think fit. Any Secretary so appointed may at any time be removed from office by the
Directors, but without prejudice to any claim for damages for breach of any contract of
service between him and the Company. If thought fit two or more persons may be appointed as
Joint Secretaries. The Directors may also appoint from time to time on such terms as they may
think fit one or more Deputy and/or Assistant Secretaries.
 The Seal
 122
    
    The Directors shall provide for the safe custody of the Seal and any Securities Seal and
neither shall be used without the authority of the Directors or of a committee authorised by
the Directors in that behalf. The Securities Seal shall be used only for sealing securities
issued by the Company and documents creating or evidencing securities so issued. Every
instrument to which the Seal or the Securities Seal shall be affixed (other than a certificate
for or evidencing shares, debentures or other securities (including options) issued by the
Company) shall be signed autographically by one Director and the Secretary or Deputy or
Assistant Secretary or by two Directors.123
    
    Where the Statutes so permit, any instrument signed by one Director and the Secretary or by
two Directors and expressed to be executed by the Company shall have the same effect as if
executed under the Seal, provided that no instrument shall be so signed which makes it clear
on its face that it is intended to have effect as a deed without the authority of the
Directors or of a committee authorised by the Directors in that behalf.124
    
    The Company may exercise the powers conferred by the Statutes with regard to having an
official seal for use abroad and such powers shall be vested in the Directors.
 Record Date
 125
    
    Notwithstanding any other provision of these Articles but subject always to the Statutes the
Company or the Directors may by resolution specify any date (the record date) as the date at
the close of business (or such other time as the Directors may determine) on which persons
registered as the holders of shares or other securities shall be entitled to receipt of any
dividend, distribution, interest, allotment, issue, notice, information, document or circular
and such record date may be on or at any time before the date on which the same is paid or
made or (in the case of any dividend, distribution, interest, allotment or issue) at any time
after the same is recommended, resolved, declared or announced but without prejudice to the
rights inter sein respect of the same of transferors and transferees of any such shares or
other securities.
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Authentication of Documents
 126
    
    Any Director or the Secretary or any person appointed by the Directors for the purpose shall
have power to authenticate any documents affecting the constitution of the Company and any
resolution passed at a shareholders meeting or at a meeting of the Directors or any
committee, and any books, records, documents and accounts relating to the business of the
Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and
where any books, records, documents or accounts are elsewhere than at the Office the local
manager or other officer of the Company having the custody thereof shall be deemed to be a
person appointed by the Directors as aforesaid. A document purporting to be a copy of any such
resolution, or an extract from the minutes of any such meeting which is certified as aforesaid
shall be conclusive evidence in favour of all persons dealing with the Company upon the faith
thereof that such resolution has been duly passed or, as the case may be, that any minute so
extracted is a true and accurate record of proceedings at a duly constituted meeting.
 Reserves
 127
    
    The Directors may from time to time set aside out of the profits of the Company and carry to
reserve such sums as they think proper which, at the discretion of the Directors, shall be
applicable for any purpose to which the profits of the Company may properly be applied and
pending such application may either be employed in the business of the Company or be invested.
The Directors may divide the reserve into such special funds as they think fit and may
consolidate into one fund any special funds or any parts of any special funds into which the
reserve may have been divided. The Directors may also without placing the same to reserve
carry forward any profits. In carrying sums to reserve and in applying the same the Directors
shall comply with the provisions of the Statutes.
 Dividends
 128
    
    Final dividendsThe Company may by Ordinary Resolution declare dividends but no such dividend shall exceed
the amount recommended by the Directors.129
    
    Fixed and interim dividendsIf and so far as in the opinion of the Directors the profits of the Company justify such
payments, the Directors may pay the fixed dividends on any class of shares carrying a fixed
dividend expressed to be payable on fixed dates on the half-yearly or other dates prescribed
for the payment thereof and may also from time to time pay interim dividends on shares of
any class of such amounts and on such dates and in respect of such periods as they think
fit. Provided the Directors act in good faith they shall not incur any liability to the
holders of any shares for any loss they may suffer by the lawful payment, on any other class
of shares having rights ranking after or pari passuwith those shares, of any such fixed or
interim dividend as aforesaid.
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130
    
    Ranking of shares for dividendsUnless and to the extent that the rights attached to any shares or the terms of issue
thereof otherwise provide, all dividends shall (as regards any shares not fully paid
throughout the period in respect of which the dividend is paid) be apportioned and paid pro
rata according to the amounts paid on the shares during any portion or portions of the
period in respect of which the dividend is paid. For the purposes of this Article no amount
paid on a share in advance of calls shall be treated as paid on the share.131
    
    No dividend except out of profitsNo dividend shall be paid otherwise than out of profits available for distribution under the
provisions of the Statutes.132
    
    Treatment of dividendSubject to the provisions of the Statutes, where any asset, business or property is bought
by the Company as from a past date the profits and losses thereof as from such date may at
the discretion of the Directors in whole or in part be carried to revenue account and
treated for all purposes as profits or losses of the Company. Subject as aforesaid, if any
            shares or securities are purchased cum dividend or interest, such dividend or interest may
at the discretion of the Directors be treated as revenue, and it shall not be obligatory to
capitalise the same or any part thereof.133
    
    No interest on dividendsNo dividend or other moneys payable on or in respect of a share shall bear interest as
against the Company.134
    
    Retention of dividends134.1
    
    The Directors may retain any dividend or other moneys payable on or in respect of a share on
which the Company has a Iien and may apply the same in or towards satisfaction of the moneys
payable to the Company in respect of that share.134.2
    
    The Directors may retain the dividends payable upon shares in respect of which any person is
under the provisions as to the transmission of shares hereinbefore contained entitled to
become a member, or which any person is under those provisions entitled to transfer, until
such person shall become a member in respect of such shares or shall transfer the same.135
    
    Waiver of dividendsThe waiver in whole or in part of any dividend on any share by any document (whether or not
executed as a Deed) shall be effective only if such waiver is in writing (whether or not
executed as a deed), signed or authenticated in accordance with Article 154 by the
shareholder (or the person entitled to the share in consequence of the death or bankruptcy
of the holder or otherwise by operation of law) and delivered to the Company and if or to
the extent that the same is accepted as such or acted upon by the Company.
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136
    
    Unclaimed dividendsThe payment by the Directors of any unclaimed dividend or other moneys payable on or in
respect of a share into a separate account shall not constitute the Company a trustee in
respect thereof, no interest shall be payable in respect of the same and the Company shall
not be required to account for any money earned on the net proceeds, which may be employed
in the business of the Company or invested in such investments (other than shares of the
Company or its holding company if any) as the Directors may from time to time think fit. Any
dividend unclaimed after a period of six years from the date of declaration of such dividend
shall be forfeited and shall revert to the Company.137
    
    Distributionin specieThe Company may upon the recommendation of the Directors by Ordinary Resolution direct
payment of a dividend in whole or in part by the distribution of specific assets (and in
particular of paid-up shares or debentures of any other company) and the Directors shall
give effect to such resolution. Where any difficulty arises in regard to such distribution,
the Directors may settle the same as they think expedient and in particular may issue
fractional certificates, may fix the value for distribution of such specific assets or any
part thereof, may determine that cash payments shall be made to any members upon the footing
of the value so fixed in order to adjust the rights of members and may vest any assets in
trustees.138
    
    Manner of payment of dividends138.1
    
    Any dividend or other moneys payable on or in respect of a share shall be paid to the member
or to such other person as the member (or, in the case of joint holders of a share, all of
them) may in writing direct. Such dividend or other moneys may be paid (i) by cheque sent by
post to the payee or, where there is more than one payee, to any one of them, or (ii) by
inter-bank transfer to such account as the payee or payees shall in writing direct, or (iii)
(if so authorised by the holder of shares in uncertificated form) using the facilities of a
relevant system (subject to the facilities and requirements of the relevant system), or (iv)
by such other method of payment as the member (or, in the case of joint holders of a share,
all of them) may agree to. Every such payment shall be sent at the risk of the person or
persons entitled to the money represented thereby, and payment of a cheque by the banker upon
whom it is drawn, and any transfer or payment within (ii), (iii) or (iv) above, shall be a
good discharge to the Company.138.2
    
    Subject to the provisions of these Articles and to the rights attaching to any shares, any
dividend or other moneys payable on or in respect of a share may be paid in such currency as
the Directors may determine, using such exchange rate for currency conversions as the
Directors may select.138.3
    
    The Company may cease to send any cheque, warrant or order by post for any dividend on any
            shares which is normally paid in that manner if in respect of at least two consecutive
dividends payable on those shares the cheque, warrant or order has been returned undelivered
or remains uncashed but, subject to the provisions of these Articles, shall recommence sending
cheques, warrants or orders in respect of the dividends payable on those shares if the holder
or person entitled by transmission claims the arrears of dividend and does not instruct the
Company to pay future dividends in some other way.
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139
    
    Joint holdersIf two or more persons are registered as joint holders of any share, or are entitled jointly
to a share in consequence of the death or bankruptcy of the holder or otherwise by operation
of law, any one of them may give effectual receipts for any dividend or other moneys payable
or property distributable on or in respect of the share.140
    
    Record date for dividendsAny resolution for the declaration or payment of a dividend on shares of any class, whether
a resolution of the Company in General Meeting or a resolution of the Directors, may specify
that the same shall be payable to the persons registered as the holders of such shares at
the close of business on a particular date, notwithstanding that it may be a date prior to
that on which the resolution is passed, and thereupon the dividend shall be payable to them
in accordance with their respective holdings so registered, but without prejudice to the
rights inter sein respect of such dividend of transferors and transferees of any such
            shares.
 Capitalisation of Profits and Shares
 141
    
    The Directors may, with the sanction of an Ordinary Resolution of the Company, capitalise any
sum standing to the credit of any of the Companys reserve accounts (including any share
premium account, capital redemption reserve or other undistributable reserve) or any sum
standing to the credit of profit and loss account by appropriating such sum to the holders of
Ordinary Shares on the Register at the close of business on the date of the Resolution (or
such other date as may be specified therein or determined as therein provided) in proportion
to their then holdings of Ordinary Shares and applying such sum on their behalf in paying up
in full unissued Ordinary Shares (or, subject to any special rights previously conferred on
any shares or class of shares for the time being issued, unissued shares of any other class)
for allotment and distribution credited as fully paid up to and amongst them as bonus shares
in the proportion aforesaid. The Directors may do all acts and things considered necessary or
expedient to give effect to any such capitalisation with full power to the Directors to make
such provisions as they think fit for any fractional entitlements which would arise on the
basis aforesaid (including provisions whereby fractional entitlements are disregarded or the
benefit thereof accrues to the Company rather than to the members concerned). The Directors
may authorise any person to enter on behalf of all the members interested into an agreement
with the Company providing for any such capitalisation and matters incidental thereto and any
agreement made under such authority shall be effective and binding on all concerned.142
    
    Scrip dividends142.1
    
    Subject as hereinafter provided, the Directors may offer to ordinary shareholders the right
to receive, in lieu of dividend (or part thereof), an allotment of new Ordinary Shares
credited as fully paid.142.2
    
    The Directors shall not make such an offer unless so authorised by an Ordinary Resolution
passed at any General Meeting, which authority may extend to dividends declared or paid prior
to the Annual General Meeting of the Company occurring thereafter, but no further provided
that this Article shall, without the need for any further Ordinary Resolution, authorise the
Directors to offer rights of election in respect of any dividend declared or
 43




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proposed after the date of the adoption of these Articles and at or prior to the Annual
General Meeting which is held in the fifth year after the Ordinary Resolution is passed.142.3
    
    The Directors may either offer such rights of election in respect of the next dividend (or
part thereof) proposed to be paid; or may offer such rights of election in respect of that
dividend and all subsequent dividends, until such time as the election is revoked; or may
allow shareholders to make an election in either form.142.4
    
    The basis of allotment on each occasion shall be determined by the Directors so that, as
nearly as may be considered convenient, the value of the Ordinary Shares to be allotted in
lieu of any amount of dividend shall equal such amount. For such purpose the value of an
Ordinary Share shall be either (i) the average of the closing price of an Ordinary Share on
the London Stock Exchange, as derived from the Daily Official List, on each of the first five
business days on which the Ordinary Shares are quoted ex the relevant dividend; or (ii)
established in such other manner as may be determined by the Directors.142.5
    
    If the Directors determine to offer such right of election on any occasion they shall give
notice in writing to the ordinary shareholders of such right and shall issue forms of election
and shall specify the procedures to be followed in order to exercise such right provided that
they need not give such notice to a shareholder who has previously made, and has not revoked,
an earlier election to receive Ordinary Shares in lieu of all future dividends, but instead
shall send him a reminder that he has made such an election, indicating how that election may
be revoked in time for the next dividend proposed to be paid.142.6
    
    On each occasion the dividend (or that part of the dividend in respect of which a right of
election has been accorded) shall not be payable on Ordinary Shares in respect whereof the
share election has been duly exercised and has not been revoked (the elected Ordinary
Shares), and in lieu thereof additional shares (but not any fraction of a share) shall be
allotted to the holders of the elected Ordinary Shares on the basis of allotment determined as
aforesaid. For such purpose the Directors shall capitalise, out of such of the sums standing
to the credit of reserves (including any share premium account or capital redemption reserve)
or profit and loss account as the Directors may determine, a sum equal to the aggregate
nominal amount of the additional Ordinary Shares to be allotted on that occasion on such basis
and shall apply the same in paying up in full the appropriate number of unissued Ordinary
Shares for allotment and distribution to and amongst the holders of the elected Ordinary
Shares on such basis.142.7
    
    The additional Ordinary Shares so allotted on any occasion shall rank pari passuin all
respects with the fully-paid Ordinary Shares then in issue save only as regards participation
in the relevant dividend.142.8
    
    Article 141 shall apply (mutatis mutandis) to any capitalisation made pursuant to this
Article.142.9
    
    No fraction of an Ordinary Share shall be allotted. The Directors may make such provision as
they think fit for any fractional entitlements including, without limitation, provision
whereby, in whole or in part, the benefit thereof accrues to the Company and/or fractional
entitlements are accrued and/or retained and in either case accumulated on behalf of any
ordinary shareholder.142.10
    
    The Directors may on any occasion determine that rights of election shall not be made
available to any ordinary shareholders with registered addresses in any territory where in the
absence of a registration statement or other special formalities the circulation of an
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offer of rights of election would or might be unlawful, and in such event the provisions
aforesaid shall be read and construed subject to such determination.142.11
    
    In relation to any particular proposed dividend the Directors may in their absolute
discretion decide (i) that shareholders shall not be entitled to make any election in respect
thereof and that any election previously made shall not extend to such dividend or (ii) at any
time prior to the allotment of the Ordinary Shares which would otherwise be allotted in lieu
thereof, that all elections to take shares in lieu of such dividend shall be treated as not
applying to that dividend, and if so the dividend shall be paid in cash as if no elections had
been made in respect of it.
 Minutes
 143
    
    The Directors shall cause Minutes to be made in books to be provided for the purpose:143.1
    
    of all appointments of officers made by the Directors;143.2
    
    of the names of the Directors present at each meeting of Directors and of any committee of
Directors; and143.3
    
    of all resolutions and proceedings at all meetings of the Company and of any class of
members of the Company and of the Directors and of committees of Directors.
 Accounts
 144
    
    Accounting recordsAccounting records sufficient to show and explain the Companys transactions and otherwise
complying with the Statutes shall be kept at the Office, or at such other place as the
Directors think fit, and shall always be open to inspection by the officers of the Company.
Subject as aforesaid no member of the Company or other person shall have any right of
inspecting any account or book or document of the Company except as conferred by statute or
ordered by a Court of competent jurisdiction or authorised by the Directors.145
    
    Copies of accounts for membersA copy of every balance sheet and profit and loss account which is to be laid before a
General Meeting of the Company (including every document required by law to be comprised
therein or attached or annexed thereto) shall not less than 21 days before the date of the
meeting be sent to every member of, and every holder of debentures of, the Company and to
every other person who is entitled to receive notices of General Meetings from the Company
under the provisions of the Statutes or of these Articles provided that this Article shall
not require a copy of these documents to be sent to any member to whom a summary financial
statement is sent in accordance with the Statutes and provided further that this Article
shall not require a copy of these documents to be sent to more than one of joint holders nor
to any person of whose postal address the Company is not aware, but any member or holder of
debentures to whom a copy of these documents has not been sent shall be entitled to receive
a copy free of charge on application at the Office.
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Auditors
 146
    
    Validity of Auditors actsSubject to the provisions of the Statutes, all acts done by any person acting as an Auditor
shall, as regards all persons dealing in good faith with the Company, be valid,
notwithstanding that there was some defect in his appointment or that he was at the time of
his appointment not qualified for appointment or subsequently became disqualified.147
    
    Auditors rights to attend General MeetingsAn Auditor shall be entitled to attend any General Meeting and to receive all notices of and
other communications relating to any General Meeting which any member is entitled to receive
and to be heard at any General Meeting on any part of the business of the meeting which
concerns him as Auditor.
 Communications with Members
 148
    
    Service of notices etc.148.1
    
    Any notice to be given to or by any person pursuant to these Articles shall be in writing,
except that notice calling a meeting of the Directors may be given as provided for in Article
102.148.2
    
    The Company may, subject to and in accordance with the Companies Acts and these Articles,
send or supply all types of notices, documents or information to members by electronic means,
including by making such notices, documents or information available on a website.148.3
    
    The Company Communications Provisions have effect for the purposes of any provision of the
Companies Acts or these Articles that authorises or requires notices, documents or information
to be sent or supplied by or to the Company.148.4
    
    Any notice, document or information (including a share certificate) which is sent or
supplied by the Company in hard copy form or in electronic form but to be delivered other than
by electronic means and/or by means of a website and which is sent by pre-paid post and
properly addressed shall be deemed to have been received by the intended recipient at the
expiration of 24 hours (or, where second class mail is employed, 48 hours) after the time it
was posted, and in proving such receipt it shall be sufficient to show that such notice,
document or information was properly addressed, pre-paid and posted.148.5
    
    Any notice, document or information which is sent or supplied by the Company by electronic
means and/or by means of a website shall be deemed to have been received by the intended
recipient at 9 a.m. on the day following that on which it was transmitted, and in proving such
receipt it shall be sufficient to show that such notice, document or information was properly
addressed.148.6
    
    Any notice, document or information which is sent or supplied by the Company by means of a
website shall be deemed to have been received when the material was first made available on
the website or, if later, when the recipient received (or is deemed to have received) notice
of the fact that the material was available on the website.
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148.7
    
    The accidental failure to send, or the non-receipt by any person entitled to, any notice of,
or other document or information relating to, any meeting or other proceeding shall not
invalidate the relevant meeting or proceeding.148.8
    
    The provisions of this Article shall have effect in place of the Company Communications
Provisions relating to deemed delivery of notices, documents or information.149
    
    Joint holders149.1
    
    Anything which needs to be agreed or specified by the joint holders of a share shall for all
purposes be taken to be agreed or specified by all the joint holders where it has been agreed
or specified by the joint holder whose name stands first in the Register in respect of the
share.149.2
    
    Any notice, document or information which is authorised or required to be sent or supplied
to joint holders of a share may be sent or supplied to the joint holder whose name stands
first in the Register in respect of the share, to the exclusion of the other joint holders.149.3
    
    The provisions of this Article shall have effect in place of the Company Communications
Provisions regarding joint holders of shares.150
    
    Deceased and bankrupt members150.1
    
    A person who claims to be entitled to a share in consequence of the death or bankruptcy of a
member or otherwise by operation of law shall supply to the Company:
 (a)
    
    such evidence as the Directors may reasonably require to show his title to the
share,(b)
    
    an address to which notices may be sent or supplied to such person,
 whereupon he shall be entitled to have sent or supplied to him at such address any notice,
document or information to which the said member would have been entitled, and in so sending
or supplying the relevant notice, document or information such notice, document or
information shall for all purposes be deemed as sufficiently sent or supplied to all persons
interested (whether jointly with or as claiming through or under him) in the share.150.2
    
    Save as provided by paragraph 150.1, any notice, document or information sent or supplied to
the address of any member pursuant to these Articles shall, notwithstanding that such member
be then dead or bankrupt or in liquidation, and whether or not the Company has notice of his
death or bankruptcy or liquidation, be deemed to have been duly sent or supplied in respect of
any share registered in the name of such member as sole or first-named joint holder.150.3
    
    The provisions of this Article shall have effect in place of the Company Communications
Provisions regarding the death or bankruptcy or a holder of shares in the Company.151
    
    Overseas membersSubject to the Statutes, the Company shall not be required to send notices, documents or
information to a member who (having no registered address within the United Kingdom) has not
supplied to the Company an address within the United Kingdom for the service of notices. If
on three consecutive occasions notices have been sent through the post to any member at his
registered address or his address for the service of notices but have been
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returned undelivered, such member shall not thereafter be entitled to receive notices from
the Company until he shall have communicated with the Company and supplied in writing to the
Transfer Office a new registered address within the United Kingdom for the service of
notices.152
    
    Suspension of postal servicesIf at any time by reason of the suspension or curtailment of postal services within the
United Kingdom the Company is unable to give notice by post in hard copy form of a
shareholders meeting, such notice shall be deemed to have been given to all members
entitled to receive such notice in hard copy form if such notice is advertised on the same
date in at least two national daily newspapers with appropriate circulation and such notice
shall be deemed to have been given on the day when the advertisement appears (or first
appears). In any such case, the Company shall (i) make such notice available on its website
from the date of such advertisement until the conclusion of the meeting or any adjournment
thereof and (ii) send confirmatory copies of the notice by post to such members if at least
seven days prior to the meeting the posting of notices again becomes practicable.153
    
    Statutory requirements as to noticesNothing in any of Articles 148-155 inclusive shall affect any requirement of the Statutes
that any particular notice, document or information be served in any particular manner.154
    
    Signature or authentication of documents sent by electronic meansWhere these Articles require a notice or other document to be signed or authenticated by a
member or other person then any notice or other document sent or supplied in electronic form
is sufficiently authenticated in any manner authorised by the Company Communications
Provisions or in such other manner approved by the Directors. The Directors may designate
mechanisms for validating any such notice or other document, and any such notice or other
document not so validated by use of such mechanisms shall be deemed not to have been
received by the Company.155
    
    Article deleted by Special Resolution passed on 1 June 2007
 Winding up
 156
    
    Directors powers to petitionThe Directors shall have power in the name and on behalf of the Company to present a
petition to the Court for the Company to be wound up.157
    
    Distribution of assetsin specieIf the Company shall be wound up (whether the liquidation is voluntary, under supervision,
or by the Court) the Liquidator may, with the authority of an Extraordinary Resolution,
divide among the members in specieor kind the whole or any part of the assets of the
Company and whether or not the assets shall consist of property of one kind or shall consist
of properties of different kinds, and may for such purpose set such value as he deems fair
upon any one or more class or classes of property and may determine how
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such division shall be carried out as between the members or different classes of members.
The Liquidator may, with the like authority, vest any part of the assets in trustees upon
such trusts for the benefit of members as the Liquidator with the like authority shall think
fit, and the liquidation of the Company may be closed and the Company dissolved but so that
no contributory shall be compelled to accept any shares or other property in respect of
which there is a liability.
 Indemnity
 158
    
    Indemnity158.1
    
    Subject to the provisions of, and so far as may be permitted by and consistent with, the
Statutes, every Director and officer of the Company shall be indemnified by the Company out of
its own funds against (a) any liability incurred by or attaching to him in connection with any
negligence, default, breach of duty or breach of trust by him in relation to the Company in
the actual or purported execution and/or discharge of his duties and/or the exercise or
purported exercise of his powers other than (i) any liability to the Company or any associated
company (as defined in Section 309A(6) of the Companies Act 1985) and (ii) any liability of
the kind referred to in Sections 309B(3) or (4) of the Companies Act 1985; and (b) any other
liability incurred by or attaching to him in the actual or purported execution and/or
discharge of his duties and/or the exercise or purported exercise of his powers and/or
otherwise in relation to or in connection with his duties, powers or office. Such indemnity
shall extend to liabilities arising after a person ceases to be a Director or an officer of
the Company in respect of acts or omissions while he was a Director or an officer if such acts
or omissions would have been indemnified had the relevant person remained a Director or
officer, as the case may be. Where a Director or officer is indemnified against any liability
in accordance with this paragraph 158.1, such indemnity shall extend to all costs, charges,
losses, expenses and liabilities incurred by him in relation thereto.158.2
    
    Without prejudice to paragraph 158.1 above, the Directors shall have power to purchase and
maintain insurance for or for the benefit of (i) any person who is or was at any time a
Director or officer of any Relevant Company (as defined in paragraph 158.3 below), or (ii) any
person who is or was at any time a trustee of any pension fund or employees share scheme in
which employees of any Relevant Company are interested, including (without prejudice to the
generality of the foregoing) insurance against any liability incurred by or attaching to him
in respect of any act or omission in the actual or purported execution and/or discharge of his
duties and/or in the exercise or purported exercise of his powers and/or otherwise in relation
to his duties, powers or offices in relation to any Relevant Company, or any such pension fund
or employees share scheme (and all costs, charges, losses, expenses and liabilities incurred
by him in relation thereto).158.3
    
    For the purpose of paragraph 158.2 above, Relevant Company shall mean the Company, any
holding company of the Company or any other body, whether or not incorporated, in which the
Company or such holding company or any of the predecessors of the Company or of such holding
company has or had any interest whether direct or indirect or which is in any way allied to or
associated with the Company, or any subsidiary undertaking of the Company or of such other
body.158.4
    
    Subject to the provisions of and so far as may be permitted by the Statutes, the Company (i)
may provide any current or former Director or officer with funds to meet expenditure
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incurred or to be incurred by him in defending any criminal or civil proceedings which
relate to anything done or omitted or alleged to have been done or omitted by him as such a
Director or officer of the Company in the actual or purported execution and/or discharge of
his duties and/or the exercise or purported exercise of his powers or in connection with any
application under the provisions mentioned in Section 337A(2) of the Companies Act 1985 and
(ii) may do anything to enable a Director or officer to avoid incurring such expenditure,
but so that the terms set out in Section 337A(4) of the Companies Act 1985 shall apply to
any such provision of funds or other things done provided that, for the purpose of this
paragraph 158.4, references to director in Section 337A(4) of the Companies Act 1985 shall
be deemed to include references to a former Director or a current or former officer of the
Company.
 Overriding Provisions
 159
    
    Overriding provisions159.1
    
    If and for so long as the Company shall hold any class of security of Six Continents Hotels
Inc. the provisions of this Article shall apply and to the extent of any inconsistency shall
have overriding effect as against all other provisions of these Articles.159.2
    
    For the purposes of this Article the words and expressions set out below shall bear the
meanings set opposite them respectively:Disqualified Person means any holder of any class of shares of the Company whose holding
of such shares, either individually or when taken together with the
holding of any class of shares of the Company by any other holders, may result, in the opinion of the Directors, in
the loss, or the failure to secure the reinstatement, of any licence or franchise from any
United States governmental agency held by Six Continents Hotels Inc. or any subsidiary
thereof to conduct any portion of the business of Six Continents Hotels Inc. or any
subsidiary thereof.Relevant Shares means shares of the Company comprised in the interest or holding of a
Disqualified Person.Required Disposal means the sale and transfer of Relevant Shares or of interests therein
in such manner as may be required to cause such shares to cease to be Relevant Shares.159.3
 159.3.1
    
    The Directors may at any time serve a notice upon any member requiring him to
furnish the Directors with information (in the case of (ii) below, to the extent that
such paragraph applies to any person other than the member so far as such information
lies within the knowledge of such member), supported by a declaration and by such other
evidence (if any) in support as the Directors may require, for the purpose of
determining:
 (i)
    
    whether such member is a party to an agreement or arrangement
(whether legalIy enforceable or not) whereby any of the shares held by him are
to be voted in accordance with some other persons instructions (whether given
by that other person directly or through any other person); or(ii)
    
    whether such member and/or any other person who has an interest
in any shares held by such member is a Disqualified Person.
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If such information and evidence is not furnished within a reasonable period (not
being less than 14 days) from the date of service of such notice or the information
and evidence provided is, in the opinion of the Directors, unsatisfactory for the
purposes of so determining, the Directors may serve upon such member a further
notice calling upon him, within 14 days after the service of such further notice, to
furnish the Directors with such information and evidence or further information and
evidence as shall (in their opinion) enable them so to determine.159.3.2
    
    Any person holding any share of the Company shall notify the Directors forthwith in
writing if he, or to his knowledge any person controlling or beneficially owning or
otherwise having an interest in such share, is likely to be or become a Disqualified
Person.159.3.3
    
    The Directors may assume without enquiry that a person is not or will not become a
Disqualified Person unless the information obtained by them above or a notification
under this paragraph 159.3 indicates to the contrary or the Directors have reason to
believe otherwise; in these circumstances the Directors shall use all reasonable
endeavours to discover whether the person concerned is a Disqualified Person.
 159.4
 159.4.1
    
    If any person becomes or is determined in accordance with paragraph 159.3.3 above to
be a Disqualified Person the Directors shall serve a written notice (a Disposal
Notice) on all those who (to the knowledge of the Directors) have interests in, and,
if different, on the holder or holders of, the Relevant Shares. The Disposal Notice
shall refer to the voting restrictions as set out in paragraph 159.6 below and shall
call for a Required Disposal to be made and for reasonable evidence that such Required
Disposal shall have been effected to be supplied to the Company within 21 days from the
date of such notice or such other period as the Directors may consider reasonable and
which they may extend. The Directors may withdraw a Disposal Notice (whether before or
after the expiration of the period referred to) if it appears to them that there is no
Disqualified Person in relation to the shares concerned.159.4.2
    
    If a Disposal Notice served under paragraph 159.4.1 above is not complied with to
the satisfaction of the Directors and has not been withdrawn, the Directors shall, so
far as they are able, sell the shares comprised in such Disposal Notice, at the best
price reasonably obtainable in all the circumstances and shall give written notice of
such disposal to those persons on whom the Disposal Notice was served. Except as
hereinafter provided such a sale shall be completed as soon as reasonably practicable
after expiry of the Disposal Notice as may in the opinion of the Directors be
consistent with obtaining the best price reasonably obtainable and in any event within
30 days of expiry of such notice provided that such a sale shall be postponed during
the period when dealings by the Directors in the Companys shares are not permitted
either by law or by Regulations of the London Stock Exchange but any sale postponed as
aforesaid shall be completed within 30 days after expiry of the period of such
suspension and provided further that neither the Company nor the Director shall be
liable to any holder or any person having an interest in any share or other person for
failing to obtain the best price so long as the Directors act in good faith within the
period specified above.
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159.4.3
    
    For the purpose of effecting any Required Disposal, the Directors may authorise in
writing an officer or employee of the Company to execute any necessary transfer on
behalf of any holder and may issue a new certificate to the purchaser. The net proceeds
of such disposal shall be received by the Company, whose receipt shall be a good
discharge for the purchase money, and shall be paid (without any interest being payable
thereon) to the former holder upon surrender by him of the certificate in respect of
the shares sold and formerly held by him.
 159.5
 159.5.1
    
    The Directors shall not be obliged to serve any notice under the foregoing
provisions of this Article upon any person if they do not know his identity or his
address and the absence of service of such a notice in such circumstances as aforesaid
and any accidental error in, or failure to give any notice to any person upon whom
notice is required to be served under the foregoing provisions shall not prevent the
implementation of or invalidate any procedure thereunder.159.5.2
    
    Any notice to be served under this Article upon a person who is not a member shall
be deemed validly served if sent through the post to that person at the address, if
any, at which the Directors believe him to be resident or carrying on business. Any
such notice shall be deemed served on the day following any day on which it was put in
the post and, in proving service, it shall be sufficient to prove that the notice was
properly addressed, stamped and put in the post.159.5.3
    
    Any determination of the Directors under the foregoing provision of this Article
shall be final and conclusive, but without prejudice to the power of the Directors
subsequently to vary or revoke such determination.
 159.6
 159.6.1
    
    If in accordance with paragraph 159.3 above the Directors shall have assumed that
any person is not a Disqualified Person, the exercise by that person and/or, if shares
owned or controlled by such person are held by another person or by other persons, by
such other person or persons shall not be challenged or invalidated by any subsequent
determination by the Directors that such person is a Disqualified Person.159.6.2
    
    If any person becomes or is determined by the Directors to be a Disqualified Person
the Directors shall serve written notice on such person and, if different, on the
holder or holders of the shares owned or controlled by such person to the effect that
he has been determined to be a Disqualified Person.159.6.3
    
    With effect from the expiration of such period as the Directors shall specify in the
notice under paragraph 159.6.2 above (not being longer than 30 days from the date of
service of such notice) the said person and, if different, the holder
or holders of the shares owned or controlled by such person (to the extent that such holder or holders
is/are not able to prove to the satisfaction of the Directors that shares registered in
his/their name(s) are not owned or controlled by such person) shall not be entitled to
receive notice of, or to attend or vote at, any General Meeting of the Company or any
meeting of the holders of any class of shares.159.6.4
    
    Any member who has pursuant to paragraph 159.3.1 above been served with a further
notice by the Directors requiring him to furnish the Directors with information and
evidence or further information or evidence within 14 days after the service of
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such further notice shall not, with effect from the expiration of such period and
until information or evidence is furnished to the satisfaction of the Directors, be
entitled to receive notice of, or to attend or vote at, any General Meeting of the
Company or meeting of the holders of any class of shares other than in respect of
such of the shares held by such member as are shares in respect of which it shall
have been established to the satisfaction of the Directors that they are not shares
in which a Disqualified Person has an interest or shares in respect of which the
Directors may require a disposal pursuant to the provisions of paragraph 159.4
above.
 159.7
    
    No person shall be capable of being appointed or continuing as a Director if, in the opinion
of the Directors, his directorship of the Company may result in the loss, or the failure to
secure the reinstatement, of any licence or franchise from any United States governmental
agency held by Six Continents Hotels Inc. or any subsidiary thereof to conduct any portion of
the business of Six Continents Hotels Inc. or any subsidiary thereof.
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Index
 Article No.
    
    Page No.Accounts
    
    
    144-145
    
    
    
    45Auditors
    
    
    146-147
    
    
    
    46Authentication of Documents
    
    
    126
    
    
    
    40Borrowing Powers
    
    
    112-113
    
    
    
    37Capitalisation of Profits and Shares
    
    
    141-142
    
    
    
    43-45Communications with Members
    
    
    148-155
    
    
    
    46-48Corporations Acting by Representatives
    
    
    79
    
    
    
    28Directors
    
    
    80-88
    
    
    
    28-30Alternate
    
    
    98-101
    
    
    
    32-33Appointment and Retirement of
    
    
    89-97
    
    
    
    30-32Departmental, Divisional or Local
    
    
    120
    
    
    
    38-39General Powers of
    
    
    114-118
    
    
    
    37-38Meetings and Proceedings of
    
    
    102-111
    
    
    
    33-37Dividends
    
    
    128-140
    
    
    
    40-43Evidence of Title to Securities
    
    
    17
    
    
    
    11-12Forfeiture and Lien
    
    
    29-36
    
    
    
    14-16General Meetings
    
    
    49-50
    
    
    
    19-20Notice of
    
    
    51-52
    
    
    
    20-21Overflow of
    
    
    53-55
    
    
    
    21Proceedings at
    
    
    56-66
    
    
    
    21-23Indemnity
    
    
    158
    
    
    
    49-50Minutes
    
    
    143
    
    
    
    45Overriding Provisions
    
    
    159
    
    
    
    50-53Preliminary
    
    
    1-2
    
    
    
    1-6President
    
    
    119
    
    
    
    38Proxies
    
    
    73-78
    
    
    
    26-28Record Date
    
    
    125
    
    
    
    39Reserves
    
    
    127
    
    
    
    40Seal
    
    
    122-124
    
    
    
    39Secretary
    
    
    121
    
    
    
    39Share Capital
    
    
    3-4
    
    
    
    6-7Alteration of
    
    
    7-11
    
    
    
    8-9
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Article No.
    
    Page No.Variation of Rights
    
    
    5-6
    
    
    
    7-8Share Certificates
    
    
    18-22
    
    
    
    12-13Shares
    
    
    12-16
    
    
    
    9-11Calls on
    
    
    23-28
    
    
    
    13-14Transfer of
    
    
    37-43
    
    
    
    16-18Transmission of
    
    
    44-46
    
    
    
    18Untraced Shareholders
    
    
    47-48
    
    
    
    19Votes of Members
    
    
    69-72
    
    
    
    23-26Winding Up
    
    
    156-157
    
    
    
    48-49
 55