National Grid (NGG) 20-F 2009 FY Annual report (foreign)

Company number: 4031152 EXHIBIT 1.1

The Companies Act 1985

Public company limited by shares

Articles of Association

of

National Grid plc

Adopted by special resolution on 28 July 2008

(Incorporated on 11 July 2000)

Introduction

1 Table A and other standard regulations do not apply

1.1 The regulations in Table A of the Companies (Tables A to F) Regulations 1985, and any other articles or regulations which may apply to companies under theStatutes, do not apply tous, unless expressly included in theseArticles.

2 The meaning of the Articles

2.1 The following table gives the meaning of certain words and phrases as they are used in theseArticles. However, the meaning given in the table does not apply if it is inconsistent with the context in which a word or phrase appears. After theArticlesthere is a glossary which explains various words and expressions. The glossary also explains some of the words in theMemorandum. But the glossary is not part of theMemorandumorArticles, and it does not affect their meaning. The words which are explained in the table below, or in specificArticles, are printed inboldand those which are explained in the Glossary are printed initalics.

Words	Definitions
accounting reference date	This is 31 March, the date on whichourfinancial year ends.
alternate director	A person appointed by aDirectorto act in their place.
Annual General Meeting	The annual meeting ofour shareholderswhichwehold to comply with theseArticlesand thelaw.
Articles	OurArticles of Association, which set outour company’s rules, and any changes made to them.
Auditors	Ourauditors, an independent firm of accountants which examinesourrecords and financial statements.
Board	Our BoardofDirectors, or thoseDirectorsattending aDirectors’meeting that has been properly convened (arranged) and which has aquorum.

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Words	Definitions
business day	A day which is not a Saturday, Sunday or a public holiday in England.
class meeting	A meeting of the holders of a relevant class ofshares.
clear days	This period of a notice is the number of days between, but not including, the day when the notice is given or deemed (considered) to be given and the day for which it is given or on which it is to take effect.
committee	A committee of theBoard, appointed with powers delegated in line with Article 89.
Companies Act	The Companies Act 2006.
Company Communications Provisions	Sections 1143 to 1148, Section 1168 and Schedules 4 and 5 of theCompanies Act.
corporate representative	A person or persons, authorised by acompanywhich is ashareholder, to act as the corporate representative or corporate representatives at aGeneral Meetingorclass meetingat which thecompanyis entitled to attend.
CREST Regulations	The Uncertificated Securities Regulations 2001.
Director	A Director ofNG.
electronic form	Includes anynotice, document or information sent or suppliedelectronicallyor through any other medium (including sending by email, posting on awebsite, sending by fax or by sending a disk by post).
existing shares (of any kind)	Shareswhich are inissueat the relevant time.
General Meetingormeeting	A meeting ofour shareholders, which is anAnnual General Meetingor any other General Meeting, as set out in Article 32.
in writing	Written by hand or produced by any substitute for writing including anything inelectronic form.
Interested Directors	Directorswho have or could have a direct or indirect interest in a matter which conflicts, or could conflict, withourinterests.
law	TheCompanies Acts, and all other laws and regulations applying toNG(including theUKLA’srules) orour shareholdersas the case may be.
London Stock Exchange	The London Stock Exchange plc.
Memorandum	The Memorandum of Association ofNG.
NG	National Grid plc.

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Words	Definitions
operator	CRESTCO Limited or any other operator of arelevant systemunder theCREST Regulations.
paid up shareorother security	Includes ashareor other security which is treated (credited) as paid up.
pay	Includes any kind of reward or payment for services.
Procedural Resolution	A resolution at aGeneral Meetingwhich in the chairman’s opinion is of a procedural nature (such as a resolution on the choice of a chairman of theGeneral Meeting, a resolution toadjourntheGeneral Meetingor a resolution to correct an obvious error in aSubstantive Resolution).
Register	Ourregister ofshareholders.
registered office	Ourregistered office.
seal	OurCommon Seal, or any official sealwekeep under Section 50 of theCompanies Act(called asecurities seal).
shareholder	A holder ofour shares.
shareholders’ meeting	Includes both aGeneral Meetingand aclass meetingofNG.
shares	Ourordinary shares or any other class ofourshares which are created.
Statutes	TheCompanies Acts, theCREST Regulationsand every other law currently in force concerning companies and affectingus.
Substantive Resolution	Any resolution at aGeneral Meeting, other than aProcedural Resolution.
UK Listing Authorityor UKLA	The Financial Services Authority acting in its capacity as the competent authority for the purposes of the Financial Services and Markets Act 2000.
United Kingdom	Great Britain and Northern Ireland.
we, us, our	National Grid plc.

2.2 References to adebentureincludedebenture stockand references to adebentureholder include adebenture stockholder.

2.3 Where theArticlesrefer to a person who isautomatically entitled to a share by law, this includes a person who is entitled to theshareas a result of the death, or bankruptcy, of ashareholder.

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

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2.5 References to a person or people include companies,unincorporated associationsand so on.

2.6 Any headings in theseArticlesare only included for convenience. They do not affect the meaning of theArticles.

2.7 When anAct, or a section of anAct, is referred to, this includes any amendment to theAct or section (before or after the adoption of theseArticles), as well as where it is included in a laterAct.

2.8 When anActor theArticlesare referred to, the version which is current at the time will apply.

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

2.10 References to theCompanies Actshas the meaning given to it by Section 2 of theCompanies Actbut will only apply to provisions which are in force at the relevant date.

2.11 Any word which is defined in theCompanies Actsor theCREST Regulationsmeans the same in theArticles, unless theArticlesdefine it differently, or the way in which the word is used is inconsistent with the definition given in theCompanies Actsor theCREST Regulations

2.12 Where theArticlessay that something can be done by passing anordinary resolution, this can also be done by passing aspecial resolution.

2.13 Where theArticlesrefer to any document being made effective, this means being signed, sealed orexecutedin some other legally valid way.

2.14 Where theArticlesrefer to months or years, these are calendar months or years.

2.15 Articleswhich apply tosharescan also apply tostock. References in thoseArticlestoshare orshareholderincludestockor stockholder.

2.16 Where theArticlesrefer tosharesin certificated form, this means thatownershipof thesharescan be transferred using a written transfer document (rather than in line with theCREST Regulations) and that a sharecertificateis usuallyissuedto the owner.

2.17 Where theArticlesrefer tosharesin uncertificated form, this means thatownershipof thesharescan be transferred in line with theCREST Regulationswithout using a written transfer document and that no sharecertificateisissuedto the owner.

2.18 References to officers includeDirectorsand theCompany Secretary, but not theAuditors.

2.19 Where theArticlesrefer to an address, this will include any number or address (including, in the case of anyproxyappointment permitted under Article 55.3, an identification number of a participant in therelevantsystem) used for sending or receiving notices, documents or informationelectronicallyor through awebsite.

2.20 Except where the context requires otherwise, any reference toissuedshares of any class (whether ofNGor of any othercompany) will not include any shares of that class held astreasury shares.

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2.21 References to thesystem’s ruleswill include the rules, regulations, procedures, facilities and requirements of therelevant systemconcerned.

Share capital

3 The form of our share capital

3.1 Ourshare capital at the date when theseArticlesare amended is made up of 2,704,102,425 ordinary shares of 11¹⁷/₄₃ pence each.

Changing capital

4 The power to increase capital

4.1 Theshareholderscan increaseourshare capital by passing anordinary resolution. The resolution must fix the:

(a) amount of the increase;

(b) nominal valueof the newshares;and

(c) currency or currencies of theshares.

5 Applying the Articles to new shares

5.1 The provisions in theseArticlesaboutallotment, transfer,automatic entitlement by lawand all other things apply to newsharesunder Article 4 in the same way as if they were part ofourexisting share capital.

6 The power to change capital

6.1 Theshareholderscan passordinary resolutionsto do any of the following:

(a) consolidate,subdivideorconsolidateand then divide, all or any ofourshare capital into newsharesof a larger or smallernominal valuethan theexisting shares;

(b) cancel anyshareswhich have not been taken, or agreed to be taken, by any person at the date of the resolution, and reduce the amount ofourshare capital by the amount of the cancelledshares; and

(c) divide some or all ofourshare capital intoshareswhich are of a smallernominal valuethan is fixed in theMemorandum. This issubject toany restrictions under thelaw. The resolution can provide that, as between the holders of the dividedshares, differentrightsand restrictions whichNGcan apply to newsharescan apply to all or any of the different dividedshares.

7 Fractions of shares

7.1 If anysharesareconsolidatedor divided, theDirectorshave the power to deal with any fractions ofshareswhich result. TheDirectorscan sell anysharesrepresenting fractions as they think fit and distribute the net proceeds of sale amongshareholdersin proportion to their fractional entitlements in line with thelaw, their rights and interests. TheDirectors

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can sell to anyone (includingus, if thelawallows this) and can authorise any person to transfer thosesharesto the buyer or in line with the buyer’s instructions. The buyer does not need to check howweused the money and theirownershipof theshareswill not be affected if the sale was irregular or invalid in any way.

7.2 So far as thelawallows, whensharesareconsolidatedor divided, theDirectorscan treat ashareholder’s shareswhich are held in certificated form and in uncertificated form as separate shareholdings.

7.3 TheDirectorscan also arrange for anyshareswhich result from aconsolidationor division and which represent rights to fractions ofsharesto be entered in theRegisterassharesin certificated form where this makes it easier to sell them.

8 The power to reduce capital

8.1 Theshareholderscan pass aspecial resolutionto:

(a) reduceourshare capital in any way; or

(b) reduce, in any way, anycapital redemption reserve,share premium account, or other reserve which cannot be distributed.

This issubject toany restrictions under theStatutes.

9 Buying back shares

9.1 Wecan buy back, or agree to buy back in the future, anysharesof any class (includingredeemableshares), if thelawallows this.Wecan hold such repurchasedsharesastreasury sharesin line with theCompanies Act. However, ifwehaveexisting shareswhich are admitted to the official list maintained by theUK Listing Authorityand which can be converted into othershareswhich areequity shares, thenwecan only buy backequity sharesof that class if:

(a) either the terms ofissueof the convertiblesharespermitusto buy back theequity shares; or

(b) the buy-back or agreement to buy back has been approved by aspecial resolution passed by the holders of the convertiblesharesat a separateclass meeting.

9.2 Wehave the right to:

(a) sell anytreasury shares;

(b) transfer anytreasury sharesfor the purposes of, or to benefit, an employees’ share scheme;

(c) receive anallotmentofsharesasfully paidbonussharesin respect of anytreasury shares;or

(d) receive any amount payable onredemptionof anyredeemable treasury shares.

Wecannotexerciseany other right in respect oftreasury shareswehold, including any right to attend or vote at meetings, to participate in any offerwemake toshareholdersor to receive any distribution (including in awinding up).

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Shares

10 The special rights of new shares

10.1 Ifweissuenewshares, the newsharescan haverightsor restrictions attached to them. Therightscan take priority over therightsofexisting shares, orexisting sharescan take priority over the rights of the newshares, or the newsharesand theexisting sharescanrank equally. Theserightsand restrictions can apply to sharing inourprofits orassets. Otherrightsand restrictions can also apply, for example on the right to vote. The powers conferred by this Article 10.1 aresubject tothe provisions of Article 10.4.

10.2 Therightsand restrictions referred to in Article 10.1 can be decided by anordinary resolutionpassed by theshareholders. TheDirectorscan also take these decisions if they do not conflict with any resolution passed by theshareholders.

10.3 If thelawallows, therightsof any newsharescan includerightsfor the holder orus(or both the holder andus) to have themredeemed.

10.4 The ability to attach particularrightsand restrictions to newsharescan be restricted byspecial rightspreviously given to holders of anyexisting shares.

11 The Directors’ power to deal with shares

11.1 TheDirectorscan decide how to deal with anyshareswhich have not beenissued. TheDirectorscan:

(a) allotthem on any terms, which can include the right to transfer theallotment to another person before any person has been entered on theRegister. This is known as the right torenouncetheallotment(see also Article 13.1);

(b) grant options to give people a choice to acquiresharesin the future; or

(c) dispose of thesharesin any other way.

This Article 11.1 issubject tothe provisions of Article 11.3.

11.2 TheDirectorsare free to decide who they deal with, when they deal with theshares, and the terms on which they deal.

11.3 TheDirectorsmust comply with:

(a) thelawrelating to authority,pre-emption rightsand other matters; and

(b) any resolution of aGeneral Meetingwhich is passed under thelaw.

12 Power to pay commission and brokerage

12.1 Wecan use all the powers given by thelawto pay commission orbrokerageto any person who:

(a) applies, or agrees to apply, for any newshares; or

(b) gets anybody else to apply, or agree to apply, for any newshares.

12.2 The rate per cent or amount of the commission paid, or agreed to be paid, must be disclosed as required by thelaw. The commission can be paid in either cash or by the

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allotmentoffully paidshares, any combination of the two or in any other way allowed by thelaw.

13 Renouncing allotted but unissued shares

13.1 Where asharehas beenallottedto a person but that person has not yet been entered on theRegister, theDirectorscan recognise a transfer (called arenunciation) by that person of their right to thesharein favour of some other person. The ability torenounce allotments only applies if the terms on which theshareisallottedare consistent withrenunciation. TheDirectorscan impose terms and conditions regulatingrenunciationrights.

14 No trusts or similar interests recognised

14.1 Wewill only be affected by, or recognise, a current and absolute right to wholeshares. The fact that anyshare, or any part of ashare, may not be owned outright by the registered owner does not concernus, for example if ashareis held on any kind oftrust.

14.2 The only exception to Article 14.1 is for any right:

(a) which is expressly given by theseArticles; or

(b) whichwehave a legal duty to recognise.

Uncertificated shares

15 Uncertificated shares

15.1 Wecanissueshares, and othersecurities, which do not havecertificates.Wecan also allowexisting shares, and othersecurities, to be held withoutcertificates. Evidence ofownership of thesesharesandsecuritiesdoes not involve acertificate.Wecan also allow anyshares, or othersecurities, to be transferred without using a transfer form. All this applies so far as thelawallows.

15.2 Thesesharesand othersecuritiescan, for example, be transferred by using arelevant system, as defined in theCREST Regulations.Sharestransferred in this way are called uncertificatedshares.

15.3 Immediately before anysharesbecomeuncertificated shares, theArticleswill only apply to thosesharesso far as they are consistent with:

(a) holding thosesharesas uncertificatedshares;

(b) transferringownershipof thosesharesby using arelevant system; and

(c) any of the provisions of theCREST Regulations.

15.4 TheDirectorscan also lay down regulations which:

(a) govern theissue, holding and transfer, and where appropriate, the mechanics of conversion andredemption, of thesesharesandsecurities;

(b) govern the mechanics for payments involving arelevant system; and

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(c) make any other provisions which they consider are necessary to ensure that theseArticlesare consistent with theCREST Regulations, and with any rules or guidance of anoperatorof arelevant system.

These regulations will, if they say so, apply instead of the other provisions in theArticlesrelating tocertificates, and the transfer, conversion andredemptionofsharesand othersecurities, and any other provisions which are not consistent with theCREST Regulations. If theDirectorsdo make any regulations under this Article 15.4, Article 15.3 will still apply to theArticles, read with those regulations.

Share certificates

16 Certificates

16.1 Except as otherwise provided in theseArticles, when ashareholderis first registered as the holder of any class ofsharesin certificated form, they are entitled, free of charge, to a separate sharecertificatefor each class ofsharesthey hold in certificated form.

16.2 Wemust also satisfy any requirements of theCREST Regulationswhen issuing sharecertificates. Where thelawallows,wedo not need to issue sharecertificates.

16.3 If ashareholderreceives moresharesin certificated form of any class, they are entitled, without charge, to anothercertificatefor the extrashares.

16.4 If ashareholdertransfers part of theirsharescovered by acertificate, they are entitled, free of charge, to a newcertificatefor the balance if the balance is also held in certificated form.Wewill cancel the oldcertificate.

16.5 Wedo not have to issue more than onecertificatefor anysharein certificated form, even if thatshareis held jointly.

16.6 Whenwedeliver acertificateto one jointshareholderholdingsharesin certificated form,wetreat this as delivery to all of the jointshareholders.

16.7 Wecan deliver acertificateto a broker oragentwho is acting for a person who is buying thesharesin certificated form, or who is having thesharestransferred to them in certificated form.

16.8 TheDirectorscan decide how sharecertificatesare made effective. For example, they can be:

(a) signed by one or moreDirectors;

(b) sealed with theSeal(or, in the case ofshareson a branch register, an official seal for use in the relevant territory); or

(c) printed, in any way, with a copy of theSealor with a copy of the signature of one or moreDirectors. The copy can be made or produced mechanically,electronicallyor in any other way theDirectorsapprove as long as it complies with thelaw.

16.9 A sharecertificatemust state the number and class ofsharesto which it relates, theirnominal valueand the amount paid up on thoseshares. It cannot be forsharesof more than one class.

16.10 The time limit forusto provide a sharecertificatein certificated form is:

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(a) one month after theallotmentof a newshare(or any longer period provided by its terms ofissue); or

(b) fivebusiness daysafter a transfer ofsharesis presented for registration.

16.11 Sharecertificateswill also be prepared and sent earlier where theUK Listing Authority requires it.

17 Replacement share certificates

17.1 If ashareholderhas two or more sharecertificatesforsharesof the same class which are in certificated form, they can return thecertificatestous, askusto cancel these and replace them with a single newcertificate.Wemust comply with this request, without making a charge.

17.2 Ashareholdercan askusto cancel and replace a single sharecertificatewith two or morecertificates, for the same total number ofshares.Wecan comply with this request and theDirectorscan ask theshareholderto pay a reasonable sum tousfor doing so.

17.3 Ashareholdercan askusfor a newcertificateif the original is:

(a) damaged or defaced; or

(b) said to be lost, stolen, or destroyed.

17.4 If acertificatehas been damaged or defaced,wecan ask for thecertificateto be returned tousbefore issuing a replacement. If acertificateis said to be lost, stolen or destroyed,wecan ask for satisfactory evidence, and anindemnity, before issuing a replacement.

17.5 TheDirectorscan require theshareholderto payourexceptional out-of-pocket expenses for issuing any share certificates under Article 17.3.

17.6 Any one jointshareholdercan request replacementcertificatesunder this Article 17 andwe can treat an application for a replacementcertificatemade by one jointshareholderas being made on behalf of all theshareholdersconcerned.

Changing share rights

18 Changing the special rights of shares

18.1 Wheneverourshare capital is split into different classes ofshare, anyspecial rights attached to any of these classes can be varied or cancelled:

(a) in such a way as provided by those rights; or

(b) if approved by aspecial resolution;

as long as:

(a) thelawallows this; and

(b) theArticlesor rights attached to any class ofsharedo not say otherwise.

Thespecial resolutionmust be passed at a separate meeting of the holders of the relevant class ofshares. This is called aclass meeting(the provisions governing aclass meeting are set out in Article 34). Alternatively, the holders of at least three-quarters of theexisting sharesof the class (bynominal value) can give their consentin writing.

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18.2 Thespecial rightsof a class ofsharescan be varied or cancelled:

(a) whileweare a going concern;

(b) whileweare beingwound up;or

(c) ifweare considering beingwound up.

18.3 This Article 18 also applies to the variation or cancellation ofspecial rightsofshares forming part of a class. Each part of the class which is being treated differently is viewed as a separate class under this Article 18.

19 More about the special rights of shares

19.1 Thespecial rightsofexisting sharesare not regarded as varied, breached or cancelled if:

(a) newsharesare created, orissued, whichrankequally with or subsequent to any otherexisting sharesin sharing inourprofits orassets; or

(b) weredeemor buy backourownshares.

But this does not apply if the terms of theexisting sharesexpressly say otherwise.

Transferring shares

20 Transfer forms

20.1 Unless theArticlesor termsof issueof anysharessay otherwise, anyshareholdercan transfer some or all of theirsharesto another person. Every transfer ofsharesin certificated form must bein writing, and either in the usual standard form, or in any other form approved by theDirectors.

20.2 Transfers of uncertificatedsharesare to be carried out using arelevant systemand must comply with theCREST Regulations.

21 Transferring shares in certificated form

21.1 The transfer form forsharesin certificated form must be delivered to the office where theRegisteris kept (or any other place theDirectorsmay decide). The transfer form must have with it:

(a) the sharecertificatefor thesharesto be transferred; and

(b) any other evidence which theDirectorsask for to prove that the person wanting to make the transfer is entitled to do so.

21.2 A share transfer form must be signed, or made effective in some other way, by the person making the transfer. They do not need to use a seal to make the transfer effective.

21.3 The person making a transfer will be treated as continuing to be theshareholderuntil the name of the person theshareis being transferred to is put on theRegisterfor thatshare.

21.4 Ifweregister a transfer, or if theDirectorshave any grounds for suspecting fraud,wecan keep the transfer form. Otherwise, if theDirectorsrefuse to register a transfer, the transfer form will be returned, when notice of refusal is given, to the person lodging it.

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21.5 A transfer form cannot be used to transfer more than one class ofshares. Each class ofsharesneeds a separate form.

21.6 Wedo not charge a fee for transferringsharesor registering changes relating to theownershipofshares.

21.7 Transfers cannot be in favour of more than four joint holders.

21.8 A transfer form must be properly stamped (for payment of stamp duty) where this is required.

22 Refusing to register certain transfers

22.1 TheDirectorscan refuse to register a transfer of anyshares:

(a) if the relevant conditions in Article 21 are not satisfied;

(b) if the transfer is in favour of a minor, a bankrupt, or a person ofunsound mind; or

(c) where theBoardis obliged or entitled to refuse to do so as a result of any failure to comply with a notice under Section 793 of theCompanies Act(see Article 53).

22.2 TheDirectorsdo not have to give any reasons for refusing to register a transfer of anyshares, but if any of thosesharesare admitted to the official list maintained by theUK Listing Authority, theDirectorscannot refuse to register a transfer if this would stop dealings in thesharesfrom taking place on an open and proper basis.

22.3 If theDirectorsdecide not to register a transfer of ashare, they must notify the person theshareswere to be transferred to, in line with Article 21.4. They must do this no later than two months afterwereceive the transfer form (in the case of asharein certificated form) or the instruction from theoperatorof therelevant system(in the case of asharein uncertificated form).

23 Closing the Register

23.1 TheDirectorscan decide to suspend the registration of transfers by closing theRegister. This can be for part of a day, a day, or more than a day. Suspension periods can vary between different classes ofshares. But theRegistercannot be closed for more than 30 days a year. In the case ofsharesin uncertificated form, theRegistermust not be closed without the consent of theoperatorof arelevant system.

24 Overseas branch registers

24.1 Wecan use all legal powers to keep an overseas branch register. TheDirectorscan make and change any regulations relating to this register, as long as thelawallows this.

25 More provisions on uncertificated shares

25.1 Subject tothelawand theCREST Regulations, and apart from any class ofsharewhich is wholly in uncertificated form, theDirectorscan decide that any class ofsharescan be held in uncertificated form and that title to suchsharescan be transferred by means of arelevant system, or thatsharesof any class should stop being held and transferred as such.

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25.2 The provisions of theseArticlesdo not apply tosharesof any class which are in uncertificated form if theseArticlesare inconsistent with:

(a) holdingsharesof that class in uncertificated form;

(b) transferring title tosharesof that class by means of arelevant system; or

(c) any provision of theCREST Regulations.

People automatically entitled to shares by law

26 If a shareholder dies

26.1 If a soleshareholderdies (or ashareholderwho is the last survivor of jointshareholders dies), their legalpersonal representativeswill be the only people whowewill recognise as being entitled to theirshares.

26.2 If ashareholderwho is a jointshareholderdies, the remaining jointshareholderorshareholderswill be the only people whowewill recognise as being entitled to theirshares.

26.3 But this Article does not discharge the estate of anyshareholderfrom any liability.

27 Registering personal representatives

27.1 A person who becomesautomatically entitled to a share by lawcan either be registered as theshareholder, or can select some other person to have thesharetransferred to. The person who isautomatically entitled by lawmust provide any evidence of his entitlement theDirectors require.

28 A person who wants to be registered must give notice

28.1 If a person who isautomatically entitled to shares by lawwants to be registered as ashareholder, and subject (where relevant) to thesystem’s rules, they must deliver or send a notice toussaying that they have made this decision. They must sign this notice, and it must be in the form, and accompanied by any other documents, which theDirectorsrequire. This notice will be treated as a transfer form. All of the provisions of theseArticlesabout registering transfers ofsharesapply to it except that theshareswill only be treated as being presented for registration under Article 16.10 whenwereceive the notice in the form, and accompanied by any other documents, required by theDirectors. TheDirectorshave the same power to refuse to register the automatically-entitled person as they would have had in deciding whether to register a transfer by the person who was previously entitled to theshares.

29 Transfers by a person who is automatically entitled to a share by law

29.1 If a person who isautomatically entitled to a share by lawwants theshareto be transferred to another person, they must do the following:

(a) for asharein certificated form, sign a transfer form to the person they have selected; and

(b) for asharein uncertificated form, transfer theshareusing arelevant system.

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

30 The rights of people automatically entitled to shares by law

30.1 A person who isautomatically entitled to a share by lawis entitled to any dividends or other money relating to theshare, even though they are not registered as the holder of thatshare. But theDirectorscan withhold the dividend and other money until a person has been properly registered as theshareholderas laid down in theArticles. They can also withhold the dividend if the person who was previously entitled to thesharecould have had their dividend withheld.

30.2 Unless and until they are registered as theshareholder, the personautomatically entitled to a share by lawis not entitled to:

(a) receivenoticesof meetings;

(b) attend or vote at meetings; or

(c) (subject toArticle 30.1) any of the other rights and benefits of being ashareholder.

Shareholders who cannot be traced

31 Shareholders who cannot be traced

31.1 Wecan sell anysharesat the best pricewecan reasonably obtain if:

(a) during the period of 12 years before the earliest of the advertisements referred to in Article 31.1 (b), at least three dividends have been payable on thosesharesand none has been claimed, and no payments sent byusin line with theseArticleshas been cashed;

(b) after this 12-year period,weannounce thatweintend to sell thesharesby placing an advertisement in a national newspaper; and

(c) during this 12-year period, and for three months after the last advertisement appears,wedo not hear from theshareholderor any person who isautomatically entitled to the shares by law.

31.2 To sell anysharesin this way,wecan appoint any person to transfer theshares. This transfer will be just as effective as if it had been signed or made effective in some other way by the registered holder of theshares, or by a person who isautomatically entitled to the shares by law. Theownershipof the person thesharesare transferred to will not be affected, even if the sale is irregular or invalid in any way. Nor does the newshareholder need to take any steps to see how any money they may be paying for thesharesis used.

31.3 The net sale proceeds belong tousuntil claimed under this Article 31, butwemust pay these to theshareholderwho could not be traced beforewesold theshares, or to the person who isautomatically entitled to their shares by law, if thatshareholder, or that other person, asks for it.

31.4 Wemust record the name of thatshareholder, or the person who wasautomatically entitled to the shares by law, as a creditor for this money inouraccounts. The money is not held ontrust, andwedo not have to pay interest on the money.Wecan keep any

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money whichwehave earned on the net sale proceeds.Wecan use the money forourbusiness, orwecan invest the money in any way that theDirectorsdecide. But the money cannot be invested inour shares, or in the shares of any ofourholding companies.

31.5 In the case ofuncertificated sharesheld byshareholderswho cannot be traced, restrictions under theCREST Regulationswill apply.

General Meetings

32 The Annual General Meeting

32.1 Unless thelawsays otherwise,wewill hold anAnnual General Meetingeach year in addition to any otherGeneral Meetingswhichwehold in the year. Thenoticecalling the meeting must say that the meeting is theAnnual General Meeting. We must hold anAnnual General Meeting within six months ofour accounting reference date(31 March). TheDirectorswill decide when and where to hold theAnnual General Meeting.

33 Notice of General Meetings

33.1 Subject toArticle 33.2,wemust give at least 21clear days’noticein writingfor everyAnnual General Meeting. For every otherGeneral Meeting, other than aGeneral Meetingconvened in line with Article 33.2,wemust give at least 14clear days’noticein writing.

33.2 Wecan convene aGeneral Meetingby shorternoticethan that specified in Article 33.1, and it will be considered to be properly convened, if:

(a) in the case of anAnnual General Meeting, allshareholders, entitled to attend and vote, agree; or

(b) in the case of any otherGeneral Meeting, a majority of theshareholders entitled to attend and vote, and who together hold not less than 95 per cent innominal valueof thesharesgiving that right, agree.

33.3 AnynoticeofGeneral Meetingmust:

(a) say where themeetingis to be held;

(b) give the date and time of themeeting;

(c) give the general nature of the business of themeeting;

(d) say if any resolution will be proposed as aspecial resolution;

(e) say that ashareholderwho can attend, speak and vote can appoint one or moreproxies(who need not beshareholders) to vote for him or her;

(f) state the address where appointments ofproxyare to be delivered; and

(g) state whether the meeting is anAnnual General Meetingor any otherGeneral Meeting.

33.4 Wemust sendnoticesof meetings to theshareholders, except in cases where theArticlesor the rights attached tosharesstate that the holders are not entitled to receive them fromus.Wemust also givenoticeto theAuditorsandDirectors. The dayweserve

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thenotice, or it is treated as served, and the day of the meeting do not count towards the period ofnotice.

33.5 In relation to any class ofshares,wecan decide that only people who are entered on theRegisterat the close of business on a particular day are entitled to receive such anotice.Wewill choose that day and it will fall not more than 21 days beforewesend thenotice.

33.6 Ifwecannot call aGeneral Meetingby sendingnoticesthrough the post, because the postal service is suspended or restricted in theUnited Kingdom, theDirectorscan call themeeting by publishing anoticein at least oneUnited Kingdomnational newspaper.Noticepublished in this way will be treated as being properly served onshareholderswho are entitled to receive it.Wecan still:

(a) make the notice available onourwebsitefrom the date it appears in the national newspaper until themeetingor anyadjournedmeetingends;

(b) serve the noticeelectronically; and

(c) if it becomes possible to use the postal service again more than seven days before the meeting,wemust send confirmation of thenoticethrough the post to thoseshareholderswho did not receive thenotice electronically.

33.7 Unless theCompanies Actdoes not require it, whenwereceive arequisitionin writingfrom the number ofshareholdersspecified in theCompanies Actand in line with Articles 33.8 and 33.9,wemust send toshareholders:

(a) entitled to receivenoticeof the nextAnnual General Meeting,noticeof any resolution which can properly be proposed and is intended to be proposed at thatmeeting; and

(b) entitled to receivenoticeof anyGeneral Meeting, a statement of not more than one thousand words about the matter referred to in any proposed resolution or the business to be dealt with at thatmeeting.

Wewill givenoticeof any resolution and circulate any appropriate statement, toour shareholderswho are entitled to havenoticeof theGeneral Meetingsent to them.

33.8 Ifwereceive therequisitionthree months before the nextAnnual General Meeting, and if the statement is in a form acceptable to theDirectors,wewill send outnoticesand statements without cost to theshareholdersrequisitioningthemeeting. Otherwise,wewill ask therequisitioniststo deposit or pay a reasonable sum to meetourexpenses to circulate therequisition.

33.9 Theshareholdersshould notifyusof anyrequisitionin writing.

33.10 No proceedings at anyGeneral Meetingwill be invalidated ifweaccidentally fail to givenoticeof themeetingor to send an instrumentof proxyto anyshareholder.

34 Class meetings

34.1 All theArticlesrelating toGeneral Meetingsormeetingsapply, with any necessary changes, to aclass meeting, but with the following adjustments.

(a) At least two people who hold (or who act asproxiesfor) at least one-third of the totalnominal valueof theexisting sharesof the class are aquorum. However, if

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thisquorumis not present at anadjournedclass meeting, one person who holdssharesof the class, or hisproxy, is aquorum.

(b) On apoll, the holders ofshareswill have one vote for everyshareof the class they hold.

This issubject toanyspecial rightsor restrictions which are attached to any class ofsharesby theArticles, or when rights are attached tosharesin some other way under theArticles.

35 Moving a General Meeting at short notice

35.1 If theDirectorsconsider that it is impractical, undesirable or unreasonable, to hold aGeneral Meetingat the place, time or on the date stated in thenoticecalling themeeting, they can change any or all of these things. If theDirectorsdo this, an announcement of the date, time and place of the rearrangedmeetingwill, if practical, be published in at least oneUnited Kingdomnational newspaper.Noticeof the business of themeetingdoes not need to be given again. TheDirectorsmust take reasonable steps to ensure that anyshareholdertrying to attend themeetingat the original time and place is informed of the new arrangements. If ameetingis rearranged in this way,proxy formscan be delivered, in the way required by Article 54, until 48 hours before the rearrangedmeeting. TheDirectorscan also move or postpone the rearrangedmeeting, or both, under this Article 35.

Proceedings at General Meetings

36 The chairman of a General Meeting

36.1 The chairman of theBoardwill be the chairman at everyGeneral Meeting, if they are willing and able to take the chair. If the chairman notifies theDirectorsthat they will not attend theGeneral Meetingthen theDirectorswill, in advance of theGeneral Meeting, appoint aDirectorto chair themeeting.

36.2 Subject toArticle 36.1, ifwedo not have a chairman, or if the chairman is not willing and able to chair themeeting, after waiting five minutes from the time that ameetingis due to start, theDirectorswho are present will choose one of themselves to act as chairman. If there is only oneDirectorpresent, they will be chairman, if they agree.

36.3 If there is noDirectorwilling and able to be chairman, or if noDirectoris present within 15 minutes of the time fixed for themeeting, then theshareholderswho are personally present at themeetingand entitled to vote will pass anordinary resolutionto decide which one of them is to be chairman. Aproxycannot be appointed as the chairman.

36.4 Any resolution (including any amending resolution) proposed by the chairman of themeeting does not need to be seconded.

36.5 To avoid any doubt, nothing in theArticlesrestricts or excludes any of the powers or rights of a chairman of ameetingwhich are given by the generallaw.

37 Security and other arrangements at General Meetings

37.1 The chairman of ameetingcan take any action they consider appropriate for:

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(a) the safety of people attending aGeneral Meeting(including searching anyone attending or any other precautions);

(b) proper and orderly conduct at aGeneral Meeting; or

(c) themeetingto reflect the wishes of the majority.

37.2 The chairman of themeetingcan refuse entry to anyone attending aGeneral Meetingwho refuses a security search or will not otherwise comply with any security arrangements or restrictions.

37.3 If anyone has gained entry to aGeneral Meetingand refuses to comply with any security arrangements or restrictions, or disrupts the proper and orderly conduct of theGeneral Meeting, the chairman can at any time, without the consent of theGeneral Meeting, order this person to leave or be removed from theGeneral Meeting.

37.4 The chairman of themeetingcan invite any person to attend and speak at theGeneral Meeting who they consider has the knowledge or experience ofourbusiness to assist in the deliberations of themeeting.

37.5 The chairman’s decision on points of order, matters of procedure or matters arising incidentally out of the business of aGeneral Meetingwill be final, as will their decision, acting in good faith, on whether a point or matter is of this nature.

38 Overflow meeting rooms

38.1 TheDirectorscan arrange for any people who cannot be seated in the mainmeetingroom, where the chairman will be, to attend and take part in aGeneral Meetingin an overflow room or rooms. Any overflow room will have appropriate links with the main room as required by thelawand will enable audio-visual communication between themeetingrooms throughout themeeting.Wewill give details of any arrangements under this Article 38 in thenoticeof themeeting, but ifwefail to do this, it will not invalidate themeeting. TheDirectorscan decide how to divide people between the main room and an overflow room. If an overflow room is used, themeetingwill be treated as being held, and taking place, in the main room and themeetingwill consist of all people who are attending in both the main room and the overflow room.

39 The quorum needed for General Meetings

39.1 Before aGeneral Meetingstarts to do business, there must be aquorumpresent. If there is not, themeetingcannot carry out any business other than appointing a chairman. Unless theArticlessay otherwise, aquorumfor all purposes is two people who are entitled to vote.

40 The procedure if there is no quorum

40.1 This Article applies if aquorumis not present within five minutes of the time fixed for aGeneral Meetingto start or within any longer period of up to one hour which the chairman can decide on or, if during a meeting, aquorumis no longer present.

40.2 If themeetingwas called byshareholders, it is dissolved. Any othermeetingisadjournedto another day, time and place stated in thenoticeofmeeting. If thenoticedoes not contain these details, themeetingisadjournedto a day, time and place decided by the chairman, not less than 10 days and not more than 28 days later.

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40.3 Wewill give at least sevenclear days’noticeof anyadjournedmeetingwhere themeetingwasadjourneddue to not beingquorate, and thenoticewill specify that if twoshareholdersare present (whatever the number ofsharesheld by them) they will be aquorum.

40.4 If at theadjournedmeetingaquorum(twoshareholders) is not present within five minutes of the time fixed for it, themeetingis dissolved.

41 Adjourning General Meetings

41.1 The chairman of aGeneral Meetingcanadjournthemeeting, before or after it has started, and whether or not aquorumis present, if the chairman considers that:

(a) there is not enough room for the number ofshareholderswho want to attend themeeting;

(b) the behaviour of the people present prevents, or is likely to prevent, the business of themeetingbeing carried out in an orderly way; or

(c) anadjournmentis necessary for any other reason so that the business of themeetingcan be properly carried out.

The chairman does not need the consent of themeetingtoadjournit for any of these reasons. This includes an indefiniteadjournment. Theadjournmentwill be to another time, which can be later on the same day or on a new date, and can be to another place. The chairman will decide on these matters.

41.2 The chairman of aGeneral Meetingcan alsoadjournameetingwhich has aquorumpresent, if this is agreed by themeeting. This can be to a time, date and place proposed by the chairman. It includes an indefiniteadjournment. The chairman mustadjournthemeetingif themeeting directs the chairman to. In these circumstances themeetingwill decide how long theadjournmentwill be, and where it willadjournto. If ameetingisadjournedindefinitely, theDirectorswill subsequently fix the time, date and place of theadjournedmeeting.

41.3 General Meetingscan beadjournedmore than once. But if ameetingat which aquorumis present isadjournedfor more than 30 days, or indefinitely,wemust give at least sevenclear days’noticefor theadjournedmeetingin the same way as was required for the originalmeeting. If ameetingisadjournedfor less than 30 days,wedo not need to givenoticeabout theadjournedmeeting, or about the business to be considered there. Sufficientnoticeis given ifwepublish an advertisement in at least one national daily newspaper in theUnited Kingdomsevenclear daysbefore theadjournedmeeting.

41.4 AnadjournedGeneral Meetingcan only deal with business that could have been dealt with at the originalmeetingbefore it wasadjourned.

42 Amending resolutions

42.1 In the case of a resolution duly proposed as aspecial resolution, no amendment to that resolution (other than an amendment to correct an obvious error) can be considered or voted on.

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42.2 In the case of a resolution duly proposed as anordinary resolution, no amendment to that resolution (other than an amendment to correct an obvious error) can be considered or voted on unless:

(a) noticeof the terms of the amendment and of the intention to move the amendment have been:

(i) lodged in writing at theregistered office; or

(ii) receivedelectronically, with thenoticeofmeeting, at the address specified for receivingnoticesinelectronic form,

	at least two clearbusiness daysbefore the time appointed for holding themeeting oradjournedmeetingat which the resolution is to be proposed; and
(b)	the chairman of themeetingdecides in good faith that it can be considered and voted on.

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

43 Proxies and Directors speaking at General Meetings

43.1	Aproxycan speak at aGeneral Meeting.
43.2	ADirectorwho is not ashareholdercan still attend and speak at ameeting.

Voting procedures

44 All votes decided on a poll

44.1 Substantive Resolutionsat aGeneral Meetingwill be decided on apoll(whether or not one is demanded) and anyProcedural Resolutionwill be decided on ashow of handsunless apollis (before or on the declaration of the result of theshow of hands) demanded.

44.2 Apollcan be demanded by:

(a) the chairman of themeeting;

(b) at least fiveshareholdersat themeetingwho are entitled to vote (includingproxiesofshareholdersentitled to vote);

(c) one or moreshareholdersat themeetingwho are entitled to vote and who have, between them, at least 10 per cent of the total votes of allshareholderswho have the right to vote at themeeting(includingproxiesforshareholdersentitled to vote); or

(d) one or moreshareholderswho haveshareswhich allow them to vote at themeeting(includingproxiesofshareholdersentitled to vote), where the total amount which has beenpaid upon thesesharesis at least 10 per cent of the total sumpaid up on allshareswhich give the right to vote at themeeting.

44.3 Aproxy formgives theproxythe authority to demand apoll, or to join others in demanding one. A demand for apollmade by aproxyfor ashareholderis treated in the same way as a demand by theshareholderthemself.

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44.4 A demand for apollcan be withdrawn before the earlier of the time at which thepollis taken and the close of themeetingif the chairman agrees to this. If apollis demanded, and this demand is then withdrawn, any declaration by the chairman of the result of a vote on that resolution by ashow of hands, which was made before thepollwas demanded, will stand. If a demand is withdrawn, any othershareholderentitled to demand apollmay do so.

45 How a poll is taken

45.1 If apollis taken or demanded in line with theArticles, the chairman of theGeneral Meeting decides where, when and how thepollwill be carried out. The result is treated as the decision of themeetingwhere thepollwas taken or demanded, even if thepollis carried out after themeeting.

45.2 The chairman can:

(a) decide that a ballot, voting papers, tickets or electronic means, or any such combination, will be used;

(b) appoint scrutineers (who need not beshareholders);

(c) adjournthemeetingto a day, time and place which they decide on for the result of thepollto be declared; or

(d) decide a time and place where the result of thepollwill be declared.

45.3 On apoll, ashareholdercan vote either personally or by hisproxy. Ashareholdercan appoint more than oneproxyto attend on the same occasion. If ashareholdervotes on apoll, they do not have to use all their votes or cast all their votes in the same way. Unless their appointment provides otherwise, andsubject totheArticles, aproxycan vote or not at their discretion on any matter at themeeting.

45.4 A demand for apollon aProcedural Resolutiondoes not stop ameetingfrom continuing and dealing with other matters. If a demand for apollhas been withdrawn, the chairman may give such directions as the chairman considers necessary to ensure that the business of themeeting proceeds as if the demand had not been made.

46 Timing of a poll

46.1 Apollcan either be taken immediately at themeetingor within 30 days and at a place decided on by the chairman. Nonoticeis required for apollwhich is not taken immediately if the time and place it is to be taken are announced at theGeneral Meeting. If the time and place thepollis to be taken are not announced at themeeting,wemust give sevenclear days’noticeof the time and place thepollis to be taken.

47 The chairman’s casting vote

47.1 If the votes are equal, either on apollor ashow of hands, the chairman of theGeneral Meetingis entitled to a further, casting vote. This is in addition to any other votes which the chairman may have as ashareholderor as aproxy.

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48 The effect of a declaration by the chairman

48.1 Any declaration by the chairman on a point of order is conclusive. In addition, a corresponding entry in the minute book is conclusive proof of the following declarations by the chairman of theGeneral Meeting:

(a) a resolution has been passed or not passed; or

(b) a resolution has been passed by a particular majority.

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

Voting rights

49 The votes of shareholders

49.1 Subject toArticle 49.2, when ashareholderor a duly appointedproxyis entitled to attend aGeneral Meetingand vote, ashareholderor a duly appointedproxyhas only one vote on ashow of hands. On apollashareholderhas one vote for everysharewhich they hold. On apoll, a duly-appointedproxyor acorporate representativewho is entitled to be present and to vote, has one vote for every share for which they have been appointed. This issubject toanyspecial rightsor restrictions which are given to any class ofsharesby, or in line with, theArticles.

49.2 To decide who can attend or vote at aGeneral Meetingand how many votes can be cast, thenoticeof themeetingcan give a time by which people must be entered on theRegisterin order to be entitled to attend or vote at themeeting. This time must be 48 hours or less before the time fixed for themeeting.

50 Shareholders who owe us money

50.1 Unless theArticlessay otherwise,shareholderswho have not paidusall sums relating to theirshareswhich are due at the time of themeetingcannot attend or vote atGeneral Meetingsorexerciseany other right conferred by being ashareholderin relation toGeneral Meetings. This applies both to attending ameetingpersonally and to attending byproxyorcorporate representative.

51 Votes of shareholders who are of unsound mind

51.1 This Article 51 applies where:

(a) ashareholderis ofunsound mind; and

(b) a court which claims jurisdiction to protect people who are unable to manage their own affairs has made an order detaining ashareholderor appointing a person to manage their property or affairs.

51.2 The person or people appointed to act for theshareholdercan vote for theshareholderandexerciseother rights atGeneral Meetings. This includes appointing aproxy, voting on ashow of handsand voting on apoll. However, this Article 51 only applies if they deliver any evidence which theDirectorsmay require of their authority to do these things to the office where theRegisteris kept (or at any other place which can be specified in line with theseArticles) at least 48 hours before the relevantmeeting(oradjournedmeeting).

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52 The votes of joint holders

52.1 Where ashareis held by jointshareholdersany one jointshareholdercan vote at aGeneral Meeting(either personally or byproxy). If more than one of the jointshareholdersvotes (either personally or byproxy), the only vote which will count is the vote of the person whose name is listed before the other voters on theRegisterfor theshare.

Restrictions on shareholder voting

53 Suspending shareholder rights on non-disclosure of interest

53.1 If anyshareholder, or any person appearing to be interested insharesheld by theshareholder, has been properly served with a notice under Section 793 of theCompanies Act which requires information about interests in shares, and has not supplieduswith the information required within 14 days of the date of the notice, then (unless theDirectors decide otherwise) this Article 53 will apply. Until they provide the information, theshareholderwill not be entitled to attend or vote personally or byproxyor by acorporate representativeat ashareholders’ meetingor toexerciseany other right in relation toshareholders’ meetingsas holder of:

(a) thesharescovered by the notice (calleddefault shares);

(b) any furthershareswhich areissuedin respect ofdefault shares; and

(c) any othersharesheld by theshareholderholding thedefault shares.

53.2 Any person who acquiressharessubject tothe restrictions under Article 53.1 is limited by the same restrictions, unless:

(a) the transfer was anapproved transfer(see Article 53.9); or

(b) the transfer was by ashareholderwho has supplied the information required by the notice under Article 53.1.

53.3 Where thedefault sharesrepresent 0.25 per cent or more of theexisting sharesof a class theDirectorscan, by a notice (aSection 793 Notice) to theshareholder, direct that:

(a) weretain any dividend or part of a dividend or other money which would otherwise be payable on thedefault shares(without any liability to pay interest when such money is finally paid to theshareholder) and theshareholderwill not be entitled to elect to receivesharesinstead of a dividend; and

(b) subject toArticle 53.4, no transfer of any of thesharesheld by theshareholderwill be registered unless:

(i) the transfer is anapproved transfer(see Article 53.9); or

(ii) theshareholderhas supplied the information required and the transfer is of part only of their holding; and

(iii) when presented for registration, the transfer is accompanied by acertificate. Thiscertificatemust be in a form satisfactory to theDirectorsand state that, after due and careful enquiry, theshareholderis satisfied that none of thesharesincluded in the transfer aredefault shares.

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53.4 AnySection 793 Noticecan treatsharesof ashareholderin certificated and uncertificated form as separate shareholdings and either apply only tosharesin certificated form or tosharesin uncertificated form or apply differently tosharesin certificated and uncertificated form. In the case ofsharesin uncertificated form, theDirectorscan only use their discretion to prevent a transfer if this is allowed by theCREST Regulations.

53.5 Wemust send a copy of theSection 793 Noticeto every person who appears to be interested in thesharescovered by the notice, but ifwefail to do so, this does not invalidate the notice.

53.6 The effect stated in aSection 793 Noticecontinues until the information required has been supplied. It ceases to apply when theDirectorsdecide (which they must do within one week of the default being resolved).Wemust give theshareholderwritten notice of theDirectors’ decision.

53.7 ASection 793 Noticealso ceases to apply to anyshareswhich are transferred by ashareholderin a transfer which would be permitted under Article 53.3 even where aSection 793 Noticerestricts transfers.

53.8 For the purposes of this Article 53, a person is treated as appearing to be interested in anysharesif theshareholderholding theshareshas been served with a notice under Section 793 of theCompanies Actand:

(a) theshareholderhas named the person as being interested; or

(b) (after taking into account the response of theshareholderto the notice and any other relevant information)weknow or have reasonable cause to believe that the person in question is or may be interested in theshares.

53.9 For the purposes of this Article 53, a transfer ofsharesis anapproved transferif:

(a) it is a transfer ofsharesto a person offering to buy them or under an acceptance of atake-over offer(as defined in Section 974 of theCompanies Act); or

(b) theDirectorsare satisfied that the transfer is made following a sale in good faith of the whole of thebeneficial ownershipof thesharesto a party unconnected with theshareholderor with any person appearing to be interested in theshares. This includes a sale made through theLondon Stock Exchangeor any other stock exchange on which thesharesare normally traded. For this purpose any associate (as that term is defined in Section 435 of the Insolvency Act 1986) is included among the people who are connected with theshareholderor any person appearing to be interested in theshares.

53.10 For the purposes of this Article 53, ‘interested’ has the same meaning as in Section 793 of theCompanies Act.

53.11 For the purposes of this Article 53, reference to a person having failed to giveusthe information required by aSection 793 Notice, or being in default of supplying such information, includes:

(a) their failure or refusal to give all or any part of it;

(b) giving information which they know to bemateriallyfalse; or

(c) having recklessly given information which ismateriallyfalse.

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53.12 This Article 53 does not restrict in any way the provisions of theCompanies Actwhich apply to failures to comply with notices under Section 793 of theCompanies Act.

Proxies

54 Completing proxy forms

54.1 Aproxy formcan be in any form which is commonly used, or in any other form, which theDirectorsapprove.

54.2 Aproxy formmust bein writing. Aproxy formgiven by an individualshareholdermust be signed by theshareholderappointing theproxy, or by an agent who has been properly appointedin writingor authenticated in line with Article 125. If aproxyis appointed by acompany, the form should be either sealed with thecompany’sseal or signed by an officer or an agent who is properly authorised to act for thecompanyor authenticated in accordance with Article 125. Unless shown otherwise, theDirectorsare entitled to assume that where aproxy form appears to have been signed by an officer or agent of acompany, the officer or agent was authorised to sign by thecompany, without requiring any further evidence. Signatures or authentication need not be witnessed.

54.3 Subject tothelaw, allnoticesconveningGeneral Meetingswhich are sent toshareholders entitled to vote at theGeneral Meetingmust be accompanied by aproxy formatourexpense.

54.4 Ifweaccidentally fail to send out aproxy formto ashareholderentitled to it (or they do not receive theproxy form) it will not invalidate any resolution passed or proceedings at theGeneral Meetingto which theproxy formrelates.

54.5 Ashareholdercan appoint more than oneproxyto attend, vote and speak at the samemeeting provided that eachproxyis appointed to exercise the rights attaching to a differentshareorsharesheld by thatshareholder. Depositing theproxy formdoes not prevent ashareholderfrom attending and voting at themeetingor at anyadjournmentof it.

54.6 Aproxyneed not be ashareholder.

54.7 Proxiesare appointed for 12 months from the date theproxyform is signed and dated, but the appointment will remain valid after 12 months for the purposes of apollor anadjournedmeeting, if thepollwas demanded or theadjournmentmoved at ameetingheld within the 12-month period.

55 Delivering completed proxy forms

55.1 A completedproxy formmust be delivered to the place stated in thenoticeofGeneral Meeting, or in theproxy form, or, if no place is stated, to the office where theRegisteris kept. If theDirectorsdecide to acceptproxiesdelivered inelectronic formorelectronically,they must be delivered in the way that they specify. Aproxy formmust be delivered at least:

(a) 48 hours before aGeneral Meetingor anadjournedmeeting;

(b) 24 hours before apollis taken, if thepollis taken more than 48 hours after it was demanded; or

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(c) 48 hours before ameetingor anadjournedmeeting, if thepollis taken within 48 hours of themeetingor anadjournedmeeting.

In calculating the time periods in this Article 55.1, theDirectorscan decide to exclude any part of any day which is not abusiness day.

55.2 As far as thelawpermits,Directorscan decide to acceptproxiesdelivered inelectronic formor deliveredelectronically(see Article 55.3),subject toany limitations, restrictions or conditions they decide to apply.Wemay choose not to apply Articles 55.1 and 55.2 in relation to aproxy formdelivered in this way. If aproxy formis signed by an agent, thepower of attorneyor other authority granted to the agent to sign it, or a copy which has been certified, must be delivered with theproxy form, unless thepower ofattorney has already been registered withus.

55.3 In relation to anysharesin uncertificated form, theDirectorscan permit a proxy to be appointedelectronicallyin the form of anuncertificated proxy instruction. They can also permit any supplement to, or amendment or withdrawal of, any such instruction by a furtheruncertificated proxy instruction. TheDirectorscan set out the method of determining whenwe should considerwereceived any such instruction. TheDirectorscan treat any such instruction which appears or claims to be sent on behalf of theshareholderas sufficient evidence that the person sending the instruction is authorised to send it on behalf of thatshareholder.

55.4 If Article 55 is not met, theproxywill not be able to act for the person who appointed them.

55.5 Where two or moreproxy formsare delivered for use by the sameshares,wewill treat the one which has been delivered last as replacing andrevokingthe others which have been delivered.

55.6 Unless theproxy formsays otherwise, it will be valid at anadjournedGeneral Meetingas well as for the originalGeneral Meetingit relates to.

55.7 Once aproxy formrelating to more than onemeeting(including anyadjournedmeeting) has been delivered, it does not need to be delivered for each followingmeetingit relates to.

55.8 Ashareholdercan attend and vote at aGeneral Meetingeven if they have appointed aproxyto attend, vote and speak at thatmeeting. However, if they vote in person on a resolution, their appointment of aproxywill not be valid on that resolution.

56 Cancelling a proxy’s authority

56.1 Any vote cast in the way aproxy formauthorises, or any demand for apollmade by aproxy, will be valid even though:

(a) the person who appointed theproxyhas died or is ofunsound mind;

(b) theproxy formhas been withdrawn; or

(c) the authority of the person who signed theproxy formfor theshareholderhas been withdrawn.

56.2 However, this does not apply if notice of the fact has been received at the office where theRegisteris kept (or at such other place at which theproxywas validly deposited) before:

(a) theGeneral Meetingoradjournedmeetingstarts; or

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(b) the time fixed to take apollon a later day;

when theproxy formis used.

57 Representatives of companies

57.1 Subject to theStatutes, acompanywhich is ashareholdercan authorise any person or persons to act as its representative or representatives at anyGeneral Meetingor anyclass meeting which it is entitled to attend. Each person will be called acorporate representative.

58 Challenging votes

58.1 Any objection to the right of any person to vote must be made at theGeneral Meeting(oradjournedmeeting) at which the vote is cast. This also applies to any objection about the counting of any vote or the failure to count any vote. If a vote is not disallowed at ameeting, it is valid for all purposes. Any objection must be raised with the chairman of themeetingand the chairman’s decision is final.

Directors

59 The number of Directors

59.1 There must be at least twoDirectors(other thanalternate directors). But theshareholders can increase this minimum by passing anordinary resolution. There is no maximum number ofDirectors.

60 Qualification to be a Director

60.1 A Director need not be ashareholder.

61 Directors’ fees

61.1 In line with this Article 61.1, each of theDirectors, other than aDirectoracting in anexecutive capacity, will be paid a fee for their services. TheDirectorsor acommitteecan decide on the amount, timing and way of payingDirectors’fees, but the total of the fees paid to all of theDirectors(excluding amounts paid as specialpayunder Article 62, amounts paid as expenses under Article 63 and any payments under Article 64) must not exceed:

(a) £2,000,000 a year; or

(b) any higher sum decided on by anordinary resolutionat aGeneral Meeting.

61.2 The fee will accrue from day to day and anyDirectorholding office as aDirectorfor only part of the period covered by the fee is only entitled to a pro-rata share for that part of the period.

62 Special pay

62.1 TheDirectorsor anycommitteecan award specialpayto anyDirectorwho:

(a) acts in anexecutive capacity;

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(b) serves on anycommittee;

(c) performs any other services which theDirectorsconsider to extend beyond the ordinary duties of aDirector;

(d) devotes special attention to the business ofNG; or

(e) goes or lives abroad onourbehalf.

62.2 Specialpaycan take the form of salary, commission or other benefits, or can be paid in some other way (for example by issuingshares). This is decided on by theDirectorsor anycommitteeand can be a fixed sum or percentage of profits or otherwise.

62.3 Specialpayis additional to fees paid under Article 61.1.

63 Directors’ expenses

63.1 Wecan also repay aDirector’stravelling, hotel and other expenses properly incurred:

(a) to attend and return fromshareholders’ meetings(including anyclass meetings);

(b) to attend and return fromDirectors’meetings;

(c) to attend and return from meetings ofcommittees; or

(d) in other ways in connection withourbusiness.

64 Directors’ pensions and other benefits

64.1 TheDirectorsor anycommitteecan decide whether to award:

(a) pensions;

(b) annual payments;

(c) gratuities; or

(d) other allowances or benefits

to any people who are or wereDirectors, executive officers, officers, or employees ofNGor of anysubsidiaryor formersubsidiaryofNG, or of any predecessor in business ofNGand to any member of their family (including a husband or wife, or former husband or wife) or to any person who is or was dependent on them.

64.2 TheDirectorscan decide to contribute (before as well as after they stop receiving a salary or occupy a position for which they receive any form of remuneration) to any scheme, trust or fund or to pay premiums to a third party for these purposes. TheDirectorscan make such payments while the intended beneficiary is aDirectorofNGor of any ofoursubsidiaries. They can also make such payments if any intended beneficiary is related to, or depends on (or did depend on), aDirectorofNGor any ofoursubsidiaries.

64.3 TheDirectorsor anycommitteecan arrange for any of these matters to be done byuseither alone or working with any other person.

64.4 NoDirectoror formerDirectoris accountable tousorour shareholdersfor a benefit of any kind given in line with this Article 64. Receiving a benefit of any kind given in line with this Article 64 does not prevent a person from being or becoming aDirector.

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65 Appointing Directors to various posts

65.1 TheBoardor anycommitteecan appoint anyDirectoras chairman, or as Chief Executive, or to act in any otherexecutive capacitythey decide on. So far as thelawallows, they can decide on how long these appointments will be for, and on their terms.Subject tothe terms of any of theDirectors’contracts withus, they can also vary or end their appointments.

65.2 ADirectorappointed as an executiveDirectorcan, in line with Article 62, be paid specialpay(by salary, commission, profit sharing or otherwise) in any way theDirectorsor anycommitteemay decide and either in addition to, or in place of, any fee they receive as aDirectorunder Article 61.

65.3 ADirectorwill automatically stop being chairman or Chief Executive or acting in any otherexecutive capacityif they are no longer aDirector. Other executive appointments will only stop if the contract or resolution appointing theDirectorto a post says so. If aDirector’s appointment ends under this Article 65.3, this does not prejudice any claim for breach of contract againstuswhich may otherwise apply.

65.4 TheDirectorscan give aDirectorappointed to an executive post any of the powers which they jointly have asDirectors. These powers can be given on terms and conditions decided on by theDirectorseither in parallel with, or in place of, the powers of theDirectorsacting jointly. TheDirectorscan change the basis on which such powers are given or withdraw such powers from the executive.

Changing Directors

66 Retiring Directors

66.1 At anAnnual General Meeting, anyDirectorwho was elected or last re-elected three or more calendar years before the current year will automatically retire from office.

67 Eligibility for re-election

67.1 A retiringDirectoris eligible for re-election.

68 Re-electing a Director who is retiring

68.1 ADirectormay be re-elected at theGeneral Meetingat which they retire (as long as they are eligible for re-election and have not toldusin writing that they do not want to be re-elected) if theshareholderspass anordinary resolutionto re-elect theDirector.

68.2 ADirectorretiring at aGeneral Meetingretires at the end of thatmeetingor (if earlier) when a resolution is passed to appoint someone in his place. Where a retiringDirectoris re-elected theDirectorcontinues as aDirectorwithout a break.

69 Electing two or more Directors

69.1 A single resolution for electing two or moreDirectorsis void unless putting the resolution in this form has been approved by an earlier resolution taken at theGeneral Meeting, with no votes cast against.

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70 People who can be Directors

70.1 Only the following people can be elected asDirectorsat aGeneral Meeting:

(a) aDirectorwho is retiring at themeeting;

(b) a person who is recommended by theDirectors; or

(c) a person who has been proposed by ashareholder(in line with Article 70.2) who is entitled to attend and vote at theGeneral Meeting.

70.2 Ashareholderproposing aDirectorin line with Article 70.1 and Article 118.1 must deliver to theregistered office:

(a) a signed letter stating that they intend to propose another person for election asDirector; and

(b) written confirmation from the person to be proposed that they are willing to be elected.

These must be delivered at least seven days before theGeneral Meeting, but not more than 42 days before themeeting(this period includes the date on which thenoticeis given).

71 Filling vacancies and appointing extra Directors

71.1 TheDirectorscan appoint any person as an extraDirectoror to fill acasual vacancy. AnyDirectorappointed in this way must retire at the firstAnnual General Meetingafter their appointment. At thisAnnual General Meetingthey can be elected by theshareholdersas aDirector.

71.2 Subject toArticle 70, at aGeneral Meetingtheshareholderscan also pass anordinary resolutionto fill acasual vacancyor to appoint an extraDirector.

71.3 ExtraDirectorscan only be appointed under this Article up to the limit (if any) on the total number ofDirectorsunder theArticles(or any variation of the limit approved by theshareholdersunder theArticles).

72 Removing and appointing Directors by an ordinary resolution

72.1 Theshareholderscan pass anordinary resolutionto remove aDirector, even though their time in office has not ended. This applies whatever else is said in theArticles, or in any agreement betweenusand theDirectorconcerned. Bylaw,wemust be given aspecial noticeof theordinary resolution. But if aDirectoris removed in this way, it will not affect any claim for damages for breach of any contract of service they may have.

72.2 Subject toArticle 70, theshareholderscan pass anordinary resolutionto elect a person to replace aDirectorwho has been removed in this way. If aDirectoris not appointed under this Article 72.2, the vacancy can be filled under Article 71.

73 When Directors are disqualified

73.1 AnyDirectorautomatically ceases to be aDirectorin any of the following circumstances.

(a) If a bankruptcy order is made against them.

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(b) If they make any arrangement or composition with their creditors or apply for an interim order under Section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under the Insolvency Act 1986.

(c) If they become ofunsound mind.

(d) If they have missedDirectors’meetings for a continuous period of six months, without permission from theDirectors, and theDirectorspass a resolution stating that they have ceased to be aDirector.

(e) If they cease to be or are banned from being aDirectorbylaw.

(f) If they:

(i) giveusa letter of resignation; or

(ii) offer to resign and theDirectorspass a resolution accepting the offer.

(g) If all the otherDirectorspass a resolution, or sign a notice, requiring theDirectorto resign, they will no longer be aDirectorwhen the notice is served on them. But if aDirectoris removed in this way, this will not affect any claim for damages for breach of any contract of service which they may have withus.

(h) If they hold any executive office and this appointment is ended or expires without being renewed within 14 days, and theDirectorsdecide that they should leave their office.

73.2 When aDirectorstops being aDirectorfor any reason, they will also automatically stop being a member of anycommittee. Their removal from office will be without prejudice to any claim which they orwemight bring over any contract of service between them andus.

Directors’ meetings

74 Directors’ meetings

74.1 TheDirectorscan decide when to have meetings and how they will be conducted, and on thequorum. They can alsoadjourntheir meetings.

75 Who can call Directors’ meetings?

75.1 A meeting can be called by anyDirector. TheCompany Secretarymust also call a meeting if aDirectorrequests a meeting.

76 How Directors’ meetings are called

76.1 Meetings are called by serving anoticeon all theDirectors. Thisnoticecan be given to aDirector:

(a) personally;

(b) by word of mouth;

(c) bynoticein writing(sent to him or her at their last known address); or

(d) inelectronic form(sent to their last known electronic address or other address given by them tousfor this purpose).

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76.2 AnyDirectorcan waive the right to receivenoticeof any meeting, including one which has already taken place.

77 Quorum

77.1 If no otherquorumis fixed, twoDirectorsare aquorum.Subject totheseArticles, thelaw and theMemorandum, a meeting at which aquorumis present canexerciseall the powers, authorities and discretions of theDirectors.

77.2 A person who holds office only as analternate directorwill, if the person who appointed them is not present, be counted in thequorum.

77.3 ADirectorwho ceases to be aDirectorat aDirectors’meeting can continue to be present and act as aDirectorand be counted in thequorumuntil the end of that meeting if no otherDirectorobjects and aquorumwould not otherwise be present.

78 The chairman of Directors’ meetings

78.1 If the chairman of theBoardis at a meeting, they will chair it. If the chairman notifies theDirectorsthat they will not attend theDirectors’ meeting then theDirectorswill, in the advance of theDirectors’ meeting, appoint aDirectorto chair the meeting.

78.2 Subject to Article 78.1, if the chairman of theBoardis not present, or if the chairman is not willing to act as chairman, within five minutes of the time when the meeting is due to start, theDirectorswho are present can choose which one of them will chair the meeting.

79 Voting at Directors’ meetings

79.1 Matters for decision which arise at aDirectors’meeting will be decided by a majority vote. If votes are equal, the chairman of the meeting has a second, casting vote.Directorscan act even if there are vacancies.

79.2 The remainingDirectorscan continue to act even if one or more of them stops being aDirector. But if the number ofDirectorsfalls below the minimum which applies under Articles 59 and 77 (including any variation of this minimum which is approved by anordinary resolution ofshareholders), the remainingDirectorcan only either:

(a) appoint furtherDirectorsto make up the shortfall; or

(b) call aGeneral Meeting.

79.3 If noDirectorsare willing or able to act under this Article 79, any twoshareholderscan call aGeneral Meetingto appoint extraDirectors.

80 Directors’ meetings by video conference and phone

80.1 Any or all of theDirectors, or members of acommittee, can take part in a meeting of theDirectorsor of acommitteeby taking part in a video conference or by using a conference phone or similar equipment designed to allow everybody to take part in theDirectors’meeting.

80.2 Taking part in this way will be counted as being present at theDirectors’meeting. ADirectors’meeting which takes place by way of video conference, conference phone or similar equipment will be treated as taking place where most of the participants are. If

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there is no largest group,Directors’meetings will be treated as taking place where the chairman is.

80.3 ADirectors’meeting held in the way described in Article 80.1 will be valid as long as aquorumis present in one single place, or in places connected by way of video conference, telephone conference or similar equipment.

81 Resolutions in writing

81.1 This Article 81 applies to a written resolution which is signed or confirmedelectronically by the minimum number ofDirectorsrequired to make aDirectors’meeting or a meeting of acommitteequorate. This kind of resolution is just as valid and effective as a resolution passed by thoseDirectorsat a meeting orcommitteemeeting which is properly called and held.

81.2 The resolution can be passed using several copies of a document, if each document is signed by one or moreDirectors, or agreement is confirmed by eachDirectorelectronically. These copies can be sentelectronically.A resolution is not adopted unless the minimum number ofDirectorsto make the meeting orcommitteemeetingquoratehave signed it or confirmed their agreementelectronically.

81.3 A resolution signed by analternate directorneed not also be signed by the person who appointed them. Also, a resolution signed by the person who appointed analternate director need not also be signed by thealternate directorin that capacity.

81.4 A written resolution will be valid when it is signed by the lastDirector.

81.5 The resolution can take the form of a letter, (as long as it isin writing) be inelectronic formor by any other way theDirectorsmay approve.

82 The validity of Directors’ actions

82.1 Everything which is done by:

(a) theBoard;

(b) acommittee;

(c) aDirector;

(d) a person acting as aDirector; or

(e) a member of acommittee;

will be valid even though it is discovered later that anyDirector, or person acting as aDirector, was not properly appointed.

82.2 Article 82.1 also applies if it is discovered later that anyone was disqualified from being aDirector, or had stopped being aDirector, or was not entitled to vote.

82.3 In any of the cases set out above, anything done in favour of anyone dealing withusin good faith will be as valid as if there was no defect or irregularity of the kind referred to in this Article 82.

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Directors’ interests

The provisions of Article 83 will take effect on 1 October 2008 or on another date when Section 175 of theCompanies Actcomes into effect.

83 Authorising Directors’ interests

83.1 For the purposes of Section 175 of theCompanies Act, theDirectorscan authorise any matter which:

(a) would or could be a breach of aDirector’sduty under that section; or

(b) could result in a breach of aDirector’sduty under that section.

This authorisation will avoid a situation arising in which theDirectorhas, or could have, a direct or indirect interest that conflicts, or could conflict, withourinterests.

83.2 For authorisation of a matter under this Article to be effective:

(a) the matter in question must have been proposedin writingfor consideration at aBoardmeeting, in line with theBoard’snormal procedures or in any other way theDirectorsmay decide;

(b) anyquorumrequirement at theBoardmeeting when the matter is considered must be met without counting anyInterested Directors; and

(c) the matter must be agreed without theInterested Directorsvoting, or would have been agreed if the votes of theInterested Directorshad not been counted.

83.3 Any matter authorised under this Article will include any existing or potential conflict of interest which it is reasonable to expect will arise out of the authorised matter.

83.4 Any authorisation of a matter under this Article will besubject toany conditions or limitations decided on by theBoard. TheBoardcan decide the conditions or limitations at the time authorisation is given, or later on, and can end them at any time. ADirectormust comply with any obligations theDirectorsimpose on him or her after a matter has been authorised.

83.5 ADirectordoes not have to hand over tousany benefit he or she receives (or aperson connected with them receives) as a result of anything theBoardhas authorised under this Article. No contract, transaction or arrangement of the type described in this Article can be set aside because of anyDirector’sinterest or benefit.

84 Directors may have certain interests

84.1 Subject tocomplying with Article 84.2, aDirectorcan have the following interests.

(a) ADirector(or apersonconnected with them) can be a director,officeror employee of, or have an interest in (including holding shares) anyRelevant Company.

(b) ADirector(or apersonconnected with them) can have an interest in anyRelevant Company wehave an interest in, or be a party to a contract with that company.

(c) ADirector(or apersonconnected with them, or any firm theDirectoris a partner, employee orshareholderof) can do professional work for anyRelevant

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Company(other than as anAuditor) whether or not payment is made for the work.

(d) ADirector can have an interest if it is unreasonable to expect that it will result in a conflict of interest.

(e) An interest, transaction or arrangement which may result in another interest which theDirectordoes not know about.

(f) ADirectormay have an interest in any matter authorised under Article 83.

(g) Any other interest authorised byordinary resolution.

No authorisation under Article 84 is required for any interests under this Article 84.

84.2 TheDirectormust declare the nature and extent of any interest allowed under Article 84.1, but which does not fall within Article 84.3. TheDirectormust do this at aBoardmeeting or by sending notice in writing to otherDirectorselectronicallyor otherwise.If a Director has an interest in a company and is interested in any transaction or arrangement with that company or is connected with a person and is interested in a transaction with that person, the Director must declare the nature and extent of any interest and give such notice at aBoard meeting.

84.3 ADirectordoes not need to declare an interest:

(a) falling within paragraph (d) or (e) or (f) of Article 84.1;

(b) if the otherDirectorsalready know about the interest (and for this purpose the otherDirectorswill be treated as knowing about the interest if it is reasonable to expect they know about it); or

(c) if the interest concerns the terms of theDirector’sservice contract (as defined in Section 227 of theCompanies Act) that have been or are to be considered at aBoardmeeting or at a committee meeting ofDirectorsappointed under theseArticles to consider the terms.

84.4 ADirectordoes not have to hand over tousany benefit he or she (or apersonconnected with them) receives:

(a) from any contract or employment with, or interest in, anyRelevant Company; or

(b) for any payment as referred to in Article 84.1.

No contract, transaction or arrangement of the type described above can be set aside because of anyDirector’sinterest or benefit.

84.5 In this Article each of the following is aRelevant Company:

(a) NG;

(b) asubsidiaryofNG;

(c) anyholding companyofNGor asubsidiary undertakingof any suchholding company;

(d) anycompanypromoted byNG; or

(e) anycompanyin whichNGis interested.

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85 Restrictions on quorum and voting

85.1 Unless this Article says otherwise, and regardless of whether the interest is one which is authorised under Article 83 or allowed under Article 84, aDirectorcannot vote (and if he or she does, their vote will not be counted) on a resolution about a contract in which theDirector(or apersonconnected with them) is interested.

85.2 ADirectorcannot be counted in thequorumfor aBoardmeeting in relation to any resolution on which theDirectoris not entitled to vote.

85.3 If thelawallows, aDirectorcan (unless theDirectorhas some other interest as well as an interest allowed by this Article) vote and be counted in thequorumon a resolution concerning a contract:

(a) in which theDirectorhas an interest which theDirectordoes not know about;

(b) in which theDirectorhas an interest which it is unreasonable to expect will result in a conflict of interest;

(c) in which theDirectorhas an interest only because theDirectorholdsour shares,debenturesor othersecurities, or by reason of any other interest in or throughus;

(d) which involves giving any security, guarantee orindemnityto theDirectoror any otherpersonfor:

(i) money lent or obligations incurred by theDirector,or by any other person;

(ii) at our request, or forourbenefit or the benefit of any ofoursubsidiaries; or

(iii) a debt or other obligation which is owed byusor any ofoursubsidiariesto that other person if theDirectorhas taken responsibility for all or any part of that debt or obligation by giving a guarantee, security orindemnity;

(e) whereweor any ofoursubsidiariesare offering any shares,debenturesor othersecuritiesforsubscriptionor purchase:

(i) to which theDirectoris or may be entitled as a holder ofoursecurities; or

(ii) where theDirectorwill be involved in theunderwritingorsub-underwriting;

(f) relating to any othercompanyin which theDirectorhas an interest, directly or indirectly (including holding a position in thatcompany) or is ashareholder, creditor, employee or is otherwise involved in thatcompany. These rights do not apply if theDirectorowns one per cent or more of thatcompanyor of the voting rights in thatcompany;

(g) relating to an arrangement for the benefit ofouremployees or former employees or any ofoursubsidiarieswhich only gives theDirectorsthe same benefits that are generally given to the employees or former employees the arrangement relates to;

(h) relating tousbuying or renewing insurance for anyliabilityfor the benefit ofDirectorsand others;

(i) which givesDirectorsindemnities;

(j) relating to funding expenditure by anyDirectororDirectors:

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(i) on defending criminal, civil or regulatory proceedings or actions against theDirectoror theDirectors;

(ii) in connection with an application to the court for relief; or

(iii) on defending theDirectoror theDirectorsin any regulatory investigations;

(k) which enables anyDirectororDirectorsto avoid incurring expenditure as described in paragraph (j); and

(l) in which theDirector’sinterest, or the interest ofDirectorsgenerally, has been authorised by anordinary resolution.

85.4 This Article 85 applies if theDirectorsare considering proposals to appoint two or moreDirectorsto positions withusor anycompanyweare interested in. It also applies if theDirectorsare considering setting or changing the terms of the appointment. These proposals can be split up to deal with each proposedDirectorseparately. If this is done, each proposedDirectorcan vote and be included in thequorumfor each resolution, except the one concerning them.

85.5 If any question comes up at ameetingabout whether aDirectorhas amaterialinterest or whether they can vote or be counted in thequorum, and theDirectordoes not agree to abstain from voting on the issue or not be counted in thequorum, the question will be referred to the chairman of themeeting. The chairman’s ruling about theDirectoris conclusive, unless the nature or extent of theDirector’sinterests has not been fairly disclosed to theBoard. If the chairman is theDirectorin question, the question will be decided by a resolution of theBoard(the chairman will be counted in thequorumbut will not vote on the matter) and the resolution will be final unless the nature or extent of the chairman’s interest (so far as it is known to them) has not been fairly disclosed to theBoard.

86 Confidential information

86.1 Subjectto Article 83, if aDirectorreceives information for which he or she owes a duty of confidentiality to apersonother thanus, and they did not receive the information because of their position as aDirector, they will not be required to:

(a) disclose the confidential information to theBoard, or to any ofDirectors,officersor employees; or

(b) use or apply the confidential information in any other way in connection with their duties as aDirector.

86.2 A duty of confidentiality may arise when aDirectorhas, or could have, a direct or indirect interest that conflicts, or may conflict, withourinterests. This Article 86 will apply only if the conflict arises out of a matter which has been authorised under Article 83 or falls within Article 84.

86.3 This Article does not affect any equitable principle (rules of fairness) or rule oflawwhich may excuse or release theDirectorfrom disclosing information, in circumstances where disclosure may otherwise be required under this Article.

87 Directors’ interests – general

87.1 For the purposes of Articles 83 to 87:

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(a) an interest of apersonwho is connected with aDirectorwill be treated as an interest of theDirector; and

(b) Section 252 of theCompanies Actwill determine whether apersonis connected with aDirector.

87.2 Where aDirectorhas an interest which it is reasonable to expect will result in a conflict of interest, theDirectorwill, if asked to do so by theBoard, take any additional steps that are necessary or desirable to manage the conflict of interest. These steps can include complying with any procedures laid down by theBoardto manage conflicts of interest generally, or carrying out any specific procedures approved by theBoardfor managing the situation or matter in question, including (without limitation) theDirector:

(a) being absent from anyBoardmeetings where the relevant situation or matter is to be considered; and

(b) not being given access to documents or information made available to theBoard generally in relation to such a situation, or arranging for the documents or information to be reviewed by a professional adviser to determine whether it is appropriate for him or her to have access to such documents or information.

87.3 By passing anordinary resolution, theshareholderscan ratify any contract not properly authorised because it breached any of the provisions in Articles 83 to 87.

Minutes

88 Minutes

88.1 TheDirectorsmust make sure that minutes are made in the appropriate books:

(a) recording the appointment of officers made by theDirectors;

(b) recording the proceedings ofshareholder meetingsand meetings of theDirectors andcommittees; and

(c) recording in each case the names of theDirectorspresent.

88.2 Subject tothelaw, the minutes will be a sufficient record of the meeting if signed by the chairman.

Directors’ committees

89 Delegating powers to committees

89.1 TheDirectorscan delegate any of their powers, or discretions, tocommitteesof one or moreDirectors. This includes powers or discretions relating toDirectors’ payor giving benefits toDirectors. If theDirectorshave delegated any power or discretion to acommittee, any references in theseArticlesto using that power or discretion include its use by thecommittee. Anycommitteemust comply with any regulations laid down by theDirectors. These regulations can require or allow people who are notDirectorsto be co-opted onto thecommittee, and can give voting rights to co-opted members. But:

(a) there must be moreDirectorson acommitteethan co-opted members; and

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(b) a resolution of thecommitteeis only effective if a majority of the members of thecommitteepresent at the time of the resolution wereDirectors.

89.2 Unless theDirectorsdecide not to allow this, acommitteecan sub-delegate powers and discretions to sub-committees. References in theseArticlestocommitteesinclude sub-committees permitted under this Article 89.

90 Committee procedure

90.1 If acommitteeincludes two or moreDirectors, theArticleswhich regulateDirectors’ meetings and their procedure will also apply tocommitteemeetings (if they can apply tocommitteemeetings), unless these are inconsistent with any regulations for thecommittee which have been laid down under Article 89.1.

Directors’ powers

91 General powers of Directors

91.1 TheDirectorsmanageourbusiness and affairs.Subject totheStatutes, theseArticles, and any regulation made byspecial resolutionwhich affects their powers, theDirectorswill exercise all powers other than thoseweare required to exercise in aGeneral Meeting. No regulation made byspecial resolutionwill invalidate any act previously carried out by theDirectorswhich would have been valid if the regulation had not been made. The general powers granted to theDirectorsby this Article 91.1 will not be limited or restricted by any special authority or power given to the Directors by any of the other provisions in theseArticles.

92 The power to appoint attorneys and agents

92.1 TheDirectorscan appoint anyone (including the members of a group which changes over time) asourattorneysor agents by granting apower of attorneyor by authorising them in some other way. Theattorneysor agents can either be appointed directly by theDirectors, or theDirectorscan give someone else the power to appointattorneysor agents. TheDirectorscan decide on the purposes, powers, authorities and discretions ofattorneysor agents. But they cannot give anattorneyor agent any power, authority or discretion which theDirectorsdo not have under theseArticles.

92.2 TheDirectorscan decide how long apower of attorneyor authority will last for, and they can attach any conditions to it. Thepower of attorneyor authority can also include any provisions which theDirectorsdecide on for the protection and convenience of anybody dealing with theattorneyor agent. Thepower of attorneycan also allow theattorneyto grant any or all of their power, authority or discretion to any other person.

92.3 For the purposes of this Article 92 butsubject toArticle 92.1, anattorneycan be appointed by:

(i) twoDirectors; or

(ii) aDirectorand theCompany Secretary; or

(iii) aDirectorin the presence of a witness who confirms the signature of theDirector.

An agent can be appointed by aDirectoror theCompany Secretary.

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93 Local boards

93.1 TheDirectorscan establish any local boards or agencies for managing any ofouraffairs, either in theUnited Kingdomor elsewhere.

93.2 TheDirectorscan:

(a) appoint members of these local boards, or any managers or agents;

(b) fix their remuneration, and

(c) delegate to any local board, manager or agent any of theDirectors’powers, authorities and discretions, including the power to sub-delegate.

93.3 TheDirectorscan authorise the members of any local boards to fill any vacancies and to act despite any vacancies.

93.4 Any appointments or delegations can be made under any terms that theDirectorsthink fit. TheDirectorscan remove any person appointed in this way, and end or vary any such delegation. No person dealing in good faith with the local board or agency will be affected if they have not received notice of any termination or variation of the appointment or delegation.

94 Using the title ‘Director’

94.1 A person who is employed by, or occupies an office withNGmay be given a title which includes the word ‘Director’. This does not mean that the person is aDirectorofNGor that the person can act as aDirectorofNGor be deemed to be aDirectorofNGunder theseArticles.

95 Signatures on cheques

All cheques, promissory notes, drafts, bills of exchange and othernegotiable or transferable instruments, and all receipts for money paid tous, can be signed, drawn, accepted, endorsed or made legally effective in any way theDirectorsdecide by passing a resolution.

96 Borrowing powers

96.1 So far as theCompanies Actsallow, theDirectorscanexerciseallourpowers to:

(a) borrow money;

(b) issue(subject tothe provisions of theCompanies Actsdealing with authority toallot debenturesconvertible intoshares)debenturesand othersecurities; and

(c) give any form of:

(i) guarantee; and

(ii) security, either outright or as collateral and over all or any ofourundertakings, property andassets;

for any orourdebts,liabilitiesor obligations or those of any third party.

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97 Borrowing restrictions

97.1 TheDirectorsmust:

(a) limit ourBorrowings; and

(b) exercise all voting and other rights or powers of controlwehave overour subsidiary undertakings;

to make sure that the total amount of allBorrowingsby theGroupoutstanding at any time (excluding any borrowings owed by one member of theGroupto another) will not be more than £30,000,000,000 or any other amount approved byshareholdersby an ordinary resolution at aGeneral Meeting.

This limitation onBorrowingswill only affect subsidiary undertakings to the extent that theDirectorscan restrict theBorrowingsof the subsidiary undertakings by exercising the rights or powers of control whichwehave overoursubsidiary undertakings.Wecan consent in advance to exceeding the borrowing limit by passing an ordinary resolution at aGeneral Meeting.

97.2 In this Article:

(a) GroupmeansNG, its subsidiaries and subsidiary undertakings, other than those not consolidated inNG’sgroup accounts in line with Section 402 of theCompanies Act;

(b) minority proportionmeans the proportion of the issued equity share capital of a partly-owned subsidiary which is not, for the time being, beneficially owned within theGroup; and

(c) borrowingsmeans the aggregate amount (combined total) of all liabilities and obligations of theGroupwhich, in line with the accounting bases and principles of theGroup, are treated as borrowings in the latestaudited consolidated balance sheet(see Article 97.2(d)) of theGroupand will include the following:

(i) money borrowed from outside theGroupby a partly-ownedsubsidiary(less a proportion equal to theminority proportion); and

(ii) the proportion of money (equal to theminority proportion) borrowed by a member of theGroupfrom a partly-ownedsubsidiaryof theGroup.

Borrowingsdo not include:

(i) money borrowed by a member of theGroupto repay (with or without a premium), within six months of being borrowed, all or part of outstanding borrowings owing by another member of theGroup;

(ii) for six months from the date on which a company becomes asubsidiary undertakingof theGroup, an amount equal to money borrowed by thatcompany, and which is outstanding at the date when it becomes a member of theGroup;

(iii) for six months from the date on which acompanyis acquired by a member of the Group, an amount secured on an asset of that company, and which is outstanding at the date of acquisition; and

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(iv) money beneficially owned by a member of theGroupwhich is deposited with a person who is not a member of theGroupand which must be repaid on, or within three months of, a demand (less, in the case of a partly-ownedsubsidiaryof the Group, a proportion equal to theminority proportion).

If the amount ofBorrowingsis being calculated in connection with a transaction involving acompanybecoming or ceasing to be a member of theGroup, the amount is to be calculated as if the transaction had already occurred.

The aggregate of the following will be credited against the money borrowed:

(i) cash in hand of theGroup;

(ii) cash deposits and the balance on each current account of theGroupwith banks in theUnited Kingdom(and elsewhere if this applies) if the remittance of the cash to theUnited Kingdomis not prohibited by anylaw, regulation, treaty or official directive;

(iii) the amount of all short-termassetsthat might be included in ‘Investments - short-term loans and deposits’ in a consolidated balance sheet of theGroup, prepared on the date of the relevant calculation in line with the principles with which the latest audited balance sheet was produced; and

(iv) the amount of any cash or short-termassetswhich are securing the repayment of any amount borrowed by theGroupdeposited or otherwise placed with the trustee or similar entity in respect of the relevant borrowing.

Where the aggregate principal amount ofBorrowingsrequired to be taken into account for the purposes of this Article 97 is being calculated on any particular date, the following will apply:

(i) Money borrowed byNGor anysubsidiary undertakingexpressed or calculated in a currency other than sterling will be converted into sterling using the current rate of exchange, when preparing the audited balance sheet which forms the basis of the calculation of theBorrowings. Or, if the calculation did not involve the relevant currency, theAuditorscan refer to the rate of exchange, or approximate rate of exchange, they consider appropriate on the date the audited balance sheet was prepared.

(ii) If, under the terms of any borrowing, the amount of money needed to discharge the principal amount of the borrowing in full if it fell to be repaid (at the option ofNGor by reason of default) is less than the amount that would otherwise be taken into account for such borrowing, for the purpose of this Article 97, the amount of the borrowing to be taken into account will be the lesser amount.

(d) Audited consolidated balance sheetmeans the audited consolidated balance sheet of the Group prepared in line with the law for the relevant financial year.

97.3 A certificate or report given by a person chosen by theDirectorscertifying or reporting on the total amount ofBorrowingsby theGroupoutstanding at a particular time will be conclusive evidence of that amount. However, theDirectorscan rely on a ‘good-faith’ estimate of the total amount ofBorrowingsat any time and if, as a result, the borrowing limit stated in Article 97.1 is accidentally exceeded, an amount of borrowings equal to the

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excess can be disregarded until six months after the date on which theDirectorsbecame aware that such a situation had or may have arisen.

97.4 No lender or other person dealing with theGroupneeds to see or enquire whether the borrowing limit imposed by Article 97.1 is observed. No debt incurred or security given in excess of this borrowing limit will be invalid or ineffective unless the lender or the recipient of the security had express notice at the time when the debt was incurred or security given, that the limit had been or would be exceeded as a result.

Alternate directors

98 Alternate directors

98.1 AnyDirectorcan appoint any person (including anotherDirector) to act in their place (this person is called analternate director). These appointments need the approval of the otherDirectors, unless the proposedalternate directoris anotherDirector. ADirectorappoints analternate directorby delivering a signed appointment (or in any other way approved by theDirectors) tous. Analternate directorneed not be ashareholder.

98.2 The appointment of analternate directorends if theDirectorappointing them ceases to be aDirector, unless thatDirectorretires at aGeneral Meetingat which theDirectoris re-elected under Article 68. ADirectorcan also remove theiralternate directorby delivering a signed notice (or in any other way approved by theDirectors) tous. Analternate director can also be removed as analternate directorby a resolution of theDirectors.

98.3 Analternate directoris entitled to receivenoticesofDirectors’meetings once they have givenusan address, electronic address or fax number wherewecan servenotices. They are entitled to attend and vote as aDirectorat any meeting where theDirectorappointing them is not present and generally to perform all the functions of theDirectorappointing them as analternate director. If thealternate directoris aDirectoror attends any meeting as an alternate for more than oneDirector, they will have one vote for eachDirectorthey act as an alternate for, as well as their own vote as aDirector. However, they may not be counted more than once for the purposes of thequorum. If the person who appointed them is temporarily unable to act through ill health or disability, the signature of thealternate directorto any resolution in writing of theDirectorsis as effective as the signature of the person who appointed them.

98.4 If theDirectorsdecide to allow this, Article 98.3 also applies to any meeting of acommitteethat the person who appointed them is a member of.

98.5 Analternate directorwill alone be responsible tousfor their own actions and mistakes. Except as said in this Article 98, analternate director:

(a) does not have power to act as aDirector;

(b) is not considered to be aDirectorfor the purposes of theArticles;

(c) is not considered to be the agent of the person who appointed them; and

(d) cannot appoint analternate director.

98.6 If thelawallows, analternate directoris entitled to:

(a) contract;

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\

(b) benefit from contracts or arrangements or transactions;

(c) be repaid expenses; and

(d) beindemnifiedto the same extent as if thealternate directorwere aDirector.

However, thealternate directoris not entitled to receive anypayfromus, except for anypay wewould otherwisepayto the person who appointed them but which they had toldus,in writing, topayto their alternate or unlesswedecide otherwise byordinary resolution.

The Company Secretary

99 The Company Secretary

99.1 TheCompany Secretaryis appointed by theDirectors. TheDirectorsdecide on the terms and period of their appointment as long as thelawallows this. TheBoardcan also remove theCompany Secretary, but this does not affect any claim for damages againstusfor breach of any contract of employment they may have. TheDirectorsmay appoint two or more people to be jointCompany Secretaries.

The Seal

100 The Seal

100.1 TheDirectorsare responsible for arranging for theSealand anysecurities sealto be kept safely. TheSealand anysecurities sealcan only be used with the authority of theBoardor a duly-authorisedcommitteeof theBoard. Thesecurities sealcan be used only for sealingsecuritiesweissue in certificated form and sealing documentsweissue to create or certifysecurities.

100.2 Subject tothe provisions of theseArticlesand unless theBoardor a duly authorisedcommitteeof theBoarddecide otherwise, every document which is sealed using theSealmust be signed personally by:

(a) one Director and the Company Secretary;

(b) two Directors; or

(c) a Director in the presence of a witness who confirms the signature of theDirector.

100.3 Acommitteeduly authorised by theBoardfor the purposes of this Article 100 can consist entirely or partly of people other thanDirectors. Other than the provisions of Articles 88.1(a) and (b), Articles 88 and 81 will apply to thiscommittee.

100.4 Where a signature is required to witness theSeal, theDirectorscan decide that the witness need not sign the document personally but that their signature can be printed on it mechanically,electronicallyor in any other way theDirectorsapprove.

100.5 Securitiesand documents which have thesecurities sealstamped on them do not need to be signed unless theDirectorsor thelawrequire this.

100.6 TheDirectorscan use all the powers given bylawrelating to official seals to be used abroad.

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100.7 Ourcertificatesfordebenturesor othersecuritiesmay be printed in any way and may be sealed or signed for (or both) in any way allowed by theseArticles.

100.8 As long as it is allowed bylaw, any documentweagree to that is signed by:

(a) oneDirectorand theCompany Secretary;

(b) twoDirectors; or

(c) aDirectorin the presence of a witness who confirms the signature of theDirector,

(d) will be as effective as if theSealhad been used. However, a document intended as a deed must not be signed in this way without the authority of theDirectorsor of acommitteeauthorised by theDirectorsto give such authority.

Authenticating documents

101 Establishing that documents are genuine

101.1 AnyDirector, or theCompany Secretary, has power to authenticate any of the following, and to certify copies or extracts from them as true copies or extracts:

(a) any documents relating toourconstitution;

(b) any resolutions passed by theshareholders, or by theDirectorsor by acommittee; and

(c) any books, documents, records or accounts which relate toourbusiness.

101.2 When any books, documents, records and accounts are not kept at theregistered office,our officer who holds them is treated as a person who has been authorised by theDirectorsto authenticate any of them, and to provide certified copies or extracts from them.

101.3 This Article 101.3 applies to a document which appears to be a copy of a resolution or an extract from the minutes of any meeting, and which is certified as a copy or extract as described in Article 101.1 or 101.2. This document is conclusive evidence for anyone who deals withuson the strength of the document that:

(a) the resolution has been properly passed; or

(b) the extract is a true and accurate record of the proceedings of a valid meeting.

Reserves

102 Setting up reserves

102.1 TheDirectorscan set aside any ofourprofits and hold them in areserveor use these sums for any legal purpose. Sums held in areservecan either be used inourbusiness or be invested. TheDirectorscan divide thereserveinto separate funds for special purposes and alter the funds thereserveis divided into. TheDirectorscan also carry forward any profits without holding them in areserve. TheDirectorsmust comply with the legal restrictions which relate toreserve funds.

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Dividends

103 Final dividends

103.1 Bylaw, theDirectorscan recommend the amount of anyfinal dividend. Theshareholderscan thendeclare final dividendsby passing anordinary resolution. No dividend can exceed the amount recommended by theDirectors.

104 Fixed and interim dividends

104.1 Bylaw, if theDirectorsconsider thatourprofits justify dividend payments, they can:

(a) pay the fixed dividends on any class ofsharescarrying a fixed dividend on the dates set down for paying these dividends; and

(b) payinterim dividendsonsharesof any class of the amounts, and on the dates and for the periods they decide.

But nointerim dividendwill be paid onshareswhich carry deferred or non-preferred rights if, at the time of payment, any preferentialdividendis inarrears(on any one of them).

104.2 If theDirectorsact in good faith, they are not liable to anyshareholderswho suffer a loss because theDirectorshave paid a lawful dividend under this Article 104 on othershares whichrankequally with or behind theirshares.

105 Dividends not in cash

105.1 If theDirectorsrecommend this, theshareholderscan pass anordinary resolutionto direct all or part of a dividend to be paid by distributing specificassets(and in particularpaid-up sharesordebenturesof any othercompany). TheDirectorsmust act on this resolution. Where any difficulty arises on distributing or valuing theassets, theDirectorscan settle it as they decide. In particular, they can:

(a) issue fractionalcertificates(or ignore fractions);

(b) fix the value ofassetsfor distribution purposes;

(c) subject tothelawand, in the case ofsharesheld in uncertificated form, thesystem’s rules, authorise and instruct any person to sell and transfer any fractions;

(d) pay cash of a similar value to adjust the rights of people entitled to the dividend; and

(e) transfer anyassetstotrusteesfor people entitled to the dividend.

106 Deducting amounts owing from dividends and other money

106.1 If ashareholderowes any money relating toshares, theDirectorscan deduct any of this money from:

(a) any dividend on anysharesheld by theshareholder; or

(b) any other money payable byusto theshareholderin connection with theshares.

Money deducted in this way can be used to pay amounts owed tousin connection with theshares.

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107 Payments to shareholders

107.1 Any dividend or other money payable in cash (whether in sterling or foreign currency) relating to asharecan be paid:

(a) by cheque or warrant or any other similar financial instrument made payable to theshareholderwho is entitled to it and sent direct to their registered address. In the case of jointshareholders, the cash will be sent to theshareholderwho is first named in theRegisterand sent direct to their registered address. The cash can also be sent to someone else named in a written instruction from theshareholder(or from all jointshareholders);

(b) in the case ofsharesin uncertificated form, by the use of arelevant system (if authorised by theshareholder);

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

(d) in some other way agreed between theshareholder(or all jointshareholders) andus.

107.2 For jointshareholders, or people jointly andautomatically entitled to shares by law,we can rely on a receipt for a dividend or other money paid onsharesfrom any one of the jointshareholders.

107.3 Cheques and warrants are sent, and payment in any other way is made, at the risk of the people who are entitled to the money.Weare treated as having paid a dividend if such a cheque or warrant is cleared or if a payment using arelevant systemor bank transfer or other electronic means is made in line withourinstructions.Wewill not be responsible for a payment which is lost or delayed. If any cheque or warrant has been, or is alleged to have been, lost, stolen or destroyed, theDirectorsmay, if the person entitled to the money asks, issue a replacement cheque or warrant if this person provides evidence that the payment cannot be cleared andourout-of-pocket expenses are paid.

107.4 Unless the rights attached to anyshares, or thetermsof anysharesor theArticlessay otherwise, a dividend, or any other money payable in respect of ashare, can be paid in whatever currency theDirectorsdecide, using an appropriate exchange rate selected by theDirectorsfor any currency conversions. TheDirectorscan also agree how and when the amount to be paid in the other currency will be calculated and paid, and forusor any other person to pay any costs involved.

107.5 No dividend or other sum payable byuson or forour sharescarries a right to interest fromusunless the rights of thesharesprovide otherwise.

107.6 If the person entitled to the dividend is one ofouremployees or one ofoursubsidiaries, the cheque may be sent to that person throughourinternal post system or that ofoursubsidiary.

108 Record dates for payments and other matters

108.1 Any dividend or distribution can be paid to theshareholdersshown on theRegisterat the close of business on a particular day. The date must be stated in the resolution passed for payment of the dividend or providing for the distribution. The payment will be based on the number ofsharesregistered on that day. This Article 108 applies whether what is being

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done is the result of a resolution of theDirectorsor a resolution passed at aGeneral Meeting. The date stated for payment can be before any relevant resolution was passed. This Article 108 does not affect the rights between past and presentshareholdersto payments or other benefits.

109 Dividends which are not claimed

109.1 TheDirectorscan invest a dividend or use it in some other way forourbenefit if it has not been claimed for one year after the passing of either:

(a) the resolution at aGeneral Meetingdeclaring that dividend; or

(b) the resolution of theDirectorsproviding for payment of that dividend;

(whichever is later).

If theDirectorsdecide to pay unclaimed dividends into a separate account,wewill not be atrusteeof the money and will not be liable to pay any interest on it. Any dividend which has not been claimed for 12 years after the date on which it wasdeclaredor became due for payment will beforfeitedand belong tous.

109.2 Wecan stop paying dividends or other monies payable by cheque or other payment order if the cheques or other payment orders for two dividends or other monies payable in a row are sent back or not cashed. This also applies if, following one such occasion, reasonable enquiries have failed to establish any new postal or delivery address for theshareholderor appropriate details for making payment in any other way.Wecan start paying dividends in this way again if theshareholderor a personautomatically entitled to the shares by lawclaims those dividends.

110 Waiving dividends

110.1 Wecan waive (not pay out) all or any dividend by acting on a document signed by theshareholder(or the personautomatically entitled to the shares by law) and delivered tous. The document need not be in the form of a deed.

Capitalising reserves

111 Capitalising reserves

111.1 Taking account of anyspecial rightsattaching to any class ofshares, theshareholderscan pass anordinary resolutionto allow theDirectorsto change into capital any sum:

(a) which is part of any ofourreserves(includingpremiumsreceived when anyshareswereissued,capital redemption reservesor other undistributablereserves); or

(b) whichweare holding as undistributed profits.

111.2 Unless theordinary resolutionstates otherwise, theDirectorswill use the sum which is changed into capital by setting it aside for theshareholdersat the close of business on the day the resolution is passed (or another date stated in the resolution). The sum set aside must be used toallotsharesand distribute them toshareholders(or as they may direct) as bonussharesin proportion to their holdings ofsharesat the time. Theshares

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can be ordinarysharesor, if the rights of otherexisting sharesallow this,sharesof some other class.

111.3 If any difficulty arises distributingsharesin line with this Article 111, theDirectors,subject tothelawand theCREST Regulations, can resolve it in any way they decide. For example, they can deal with entitlements to fractions of ashareor any options involvingour employee share schemes. They can decide:

(a) that the benefit ofsharefractions belongs tous;

(b) thatsharefractions are ignored; or

(c) deal with fractions in some other way including by cash payment.

111.4 TheDirectorscan appoint any person to sign any contract withuson behalf of those who are entitled tosharesunder the resolution. Such a contract is binding on allshareholders concerned.

Scrip dividends

112 Shareholders can be offered the right to receive scrip dividends (extra shares instead of cash dividends)

112.1 If thelawallows, theDirectorscan, on any terms they think fit, offershareholdersthe right to receive extrashares, instead of some or all of their cash dividend. Theshareholders must have passed anordinary resolutionauthorising theDirectorsto make this offer before theDirectorscan do this.

112.2 Theordinary resolutioncan apply to a particular dividend or dividends. Or it can apply to some or all of the dividends which can bedeclaredor paid in the period up to and including theAnnual General Meetingwhich is held in the fifth year after theordinary resolutionis passed.

112.3 TheDirectorscan offershareholdersthe right to request newsharesinstead of cash for:

(a) the next dividend; or

(b) all future dividends (if a share alternative is made available), until they tellusthat they no longer want to receive newsharesor the authority under Article 112.1 is not renewed.

TheDirectorscan also allowshareholdersto choose between these alternatives.

112.4 Ashareholderis entitled toshareswhose totalrelevant valueis as near as possible to, but not greater than, the cash dividend they would have received. Therelevant valueof ashareis a value calculated in the way set out in theordinary resolution. If theordinary resolutiondoes not set this out, then therelevant valueof ashareis the average value of thesharesfor the five dealing days starting from, and including, the day when thesharesare first quoted ‘ex dividend‘. This is worked out from the average middle-market quotations for theshareson theLondon Stock Exchange, as published in its Daily Official List. A certificate or report from theAuditorstating therelevant valuewill be conclusive evidence of that amount.

112.5 TheDirectorswill only apply this Article 112 ifwehave enoughunissuedsharesauthorised forissueand enough revenues which can becapitalisedto satisfy the offer.

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112.6 After theDirectorshave decided to apply this Article 112 to a dividend, as soon as reasonably practicable they must, notify eligibleshareholders in writingof their right to opt for newshares. This notice should also say how, where and whenshareholdersmust notifyusif they want to receive newshares. Where newsharesare available andshareholdershave already opted to receive newsharesin place of all future dividends,wewill not notify them of a right to opt for newshares. Instead,wewill remind them that they have already opted for newsharesand tell them how to tellusif they want to start receiving cash dividends again.

112.7 TheDirectorscan set a minimum number ofshareswhichshareholderscan receive under their right to choose newshares. Noshareholderswill receive a fraction of ashare. TheDirectors can decide how to deal with any fractions left over.Wecan, if theDirectorsdecide, have the benefit of these left over fractions.

112.8 TheDirectorscan exclude or restrict the right to opt for newshares, or make any other arrangements which they decide are necessary or convenient to deal with any of the following legal or practical problems:

(a) problems relating to laws of any territory; or

(b) problems relating to the requirements of any recognised regulatory body or stock exchange in any territory; or

(c) where special formalities would otherwise apply in connection with the offer of newshares.

112.9 So far as ashareholderopts to receive newshares, no dividend on thesharesfor which they have opted to receive newshares(called theelected shares) will bedeclaredor payable. Instead, newshareswill beallottedon the basis set out earlier in this Article 112. To do this theDirectorswill convert into capital the sum equal to the totalnominal amountof the newsharesto beallotted. They will use this sum topay up in fullthe appropriate number of newshares. These will then beallottedand distributed to the holders of theelected shares as set out above. The sum to be converted into capital can be taken from any amount in anyreserveor fund (including theshare premium account, anycapital redemption reserveand the income statement). Article 111 applies to this process, so far as it is consistent with this Article 112.

112.10 Unless theDirectorsdecide otherwise or theCREST Regulationsor the rules of arelevant systemrequire otherwise, any newshareswhich ashareholderhas chosen to receive instead of some or all of their cash dividend will be:

(a) sharesin uncertificated form if the correspondingelected shareswereuncertificated shareson the record date for that dividend; and

(b) sharesin certificated form if the correspondingelected sharesweresharesin certificated form on the record date for that dividend.

112.11 The newsharesrankequally in all respects with theexisting shareson the record date for the dividend. But, they are not entitled to share in the dividend from which they arose.

112.12 TheDirectorscan decide that newshareswill not be available in place of any cash dividend. They can decide this at any time before newsharesareallottedin place of a cash dividend, whether before or aftershareholdershave opted to receive newshares.

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Accounts

113 Accounting and other records

TheDirectorswill make sure that proper accounting records that comply with thelaware kept to record and explainourtransactions.

114 The location and inspection of records

114.1 The accounting records will be kept:

(a) at theregistered office; or

(b) at any other place which thelawallows, and theDirectorsdecide on.

114.2 Ourofficers always have the right to inspect the accounting records.

114.3 Anyone else (including ashareholder) does not have any right to inspect any ofour accounting books or papers unless:

(a) thelawor a proper court order or anordinary resolutionpassed byusgives them that right; or

(b) theDirectorsauthorise them to do so.

115 Sending copies of accounts and other documents

115.1 This Article 115 applies to every balance sheet and income statement to be laid before theshareholdersat aGeneral Meetingwith any other document which thelawrequires to be attached to these, including theDirectors’andAuditor’sreports.

115.2 Wemust send copies of the documents mentioned in Article 115.1 to theAuditors,shareholdersanddebentureholders and all other people theArticles, or thelaw, saywemust send them to.Wemust do this at least 21clear daysbefore the relevantGeneral Meeting. Butwedo not need to send these documents to:

(a) shareholderswhowesend summary financial statements to bylaw;

(b) more than one joint holder ofsharesordebentures; or

(c) any personwedo not have a current address for.

115.3 Shareholdersordebentureholders who are not sent copies can receive a copy free of charge by applying tousat theregistered office.

Auditors

116 Acts of Auditors

116.1 TheDirectorsmust appointAuditorsforus. So far as thelawallows, the actions of a person acting as an auditor are valid in favour of someone dealing withusin good faith, even if there was some defect in the person’s appointment or the person was at any time not qualified to act as an auditor.

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117 Auditors at General Meetings

117.1 AnAuditorcan attend anyGeneral Meetingand should receive allnoticesof and other communications relating to anyGeneral Meetingwhich anyshareholderis entitled to receive. They can speak atGeneral Meetingson any business which is relevant to them asAuditor.

Communicating with shareholders

118 Serving and delivering notices and other documents

118.1 Subject toand in line with theCompanies Actsand these Articles,wecan send or supply all types ofnotices, documents or information toshareholderselectronicallyor by making thenotices, documents or information available on awebsite(orwecan do both).

118.2 Subject toand in line with Articles 118, 119, 121 and 122, theCompany Communications Provisionsin theCompanies Actgovern howwesend or receivenotices, documents or information.

119 Notices to joint holders

119.1 We will consider anything which needs to be agreed by jointshareholdersas agreed when the first jointshareholderwho is listed on theRegisterhas agreed. We treat anoticegiven to the first shareholder in this way as given to all of the jointshareholders.

119.2 When anoticeor document is given to jointshareholders, it will be given to the first jointshareholderwho is listed on theRegister.

119.3 The provisions of this Article 119 relating to jointshareholderswill take priority over theCompany Communications Provisions.

120 Notices for shareholders with foreign addresses

120.1 This Article 120 applies toshareholders(including joint shareholders) whose address on theRegisteris outside theUnited Kingdom.Subjectto theStatutes, they can giveusaUnited Kingdomaddress wherewecan servenoticesor documents can be served on them. If they do give us a United Kingdom address, they are entitled to havenoticesor documents served on them at that address. Otherwise, they are not entitled to receive anynoticesand documents fromus exceptelectronically, subject to all the laws that apply.

120.2 Forshareholdersregistered on a branch register,noticesor documents can be posted in theUnited Kingdomor in the country where the branch register is kept.

121 When notices are served or considered to be served

121.1 If anoticeor any other kind of document (including a share certificate) is sent:

(a) through the post (or internal post for ashareholderwho is one ofour employees or an employee of one ofoursubsidiaries); or

(b) inelectronicform but notelectronically;

it is treated as being properly served or delivered within 24 hours ifweused first-class post or 48 hours ifweused second-class post (or on the day advised by the post office).

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Wecan prove that anoticeor other document was served by post (or internal post) by showing that:

(c) the letter containing thenoticeor document was properly addressed; and

(d) it was put into the postal system with postage pre-paid (where this applies) or given to a delivery agent.

121.2 Wewill treat anynoticeor document whichwesent or suppliedelectronicallyas being properly sent 24 hours after it was transmitted. Proving delivery of thenotice, document or information will be adequate to show it was properly addressed.

121.3 Wewill treat anynoticeor document which we send or supply through awebsiteas being properly served when the material is first made available on thewebsiteor, if later, when the personwesent thenoticeor document to received (or is treated as having received)noticethat the material was available on thewebsite.

121.4 Ifweserve, deliver personally or leave anoticeor any other kind of document at the address for theshareholderon theRegister,wetreat it as being served or delivered on the day and at the time it was left.

121.5 If ashareholderis present at anyshareholders’ meetingeither in person or byproxyor, in the case of a corporateshareholder, by a duly authorisedcorporate representative, it will be considered that they receivednoticeof themeetingand of the reason why it was called.

121.6 The provisions of this Article 121 relating to anynoticesor documentwetreat as having been delivered shall take precedence over theCompany Communications Provisions.

122 Serving notices and documents on shareholders who have died, are bankrupt or are of unsound mind

122.1 This Article 122 applies if ashareholderhas died, has become ofunsound mindor become bankrupt or is in liquidation, but is still registered as ashareholder. It applies whether they are registered as a sole or jointshareholder. A person who isautomatically entitled to such shares by law, and who proves this to the reasonable satisfaction of theDirectors, can give an address for service ofnoticesand documents. If this is done,noticesand documents must be sent to that address. Otherwise, if any notice or other document is served on theshareholdernamed on theRegister, or sent to them in line with theArticles, this will be valid despite their death,unsound mind, bankruptcy or liquidation. This applies even ifwe knew about these things. Ifnoticesor documents are served or sent in line with this Article 122.1, there is no need to send them to, or serve them in any other way, on any other people who may be involved.

122.2 The provisions of this Article relating to ashareholderwho has died, has become ofunsound mindor become bankrupt or is in liquidation shall take precedence over theCompany Communications Provisions.

123 If documents are accidentally not sent

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

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124 When entitlement to notices stops

124.1 This Article 124 applies if, on two consecutive occasions,noticesor other communications have been sent by post to ashareholderat their registered address (or, in the case of ashareholderwhose registered address is not in theUnited Kingdom, any address given tousfor servingnotices) but have been returned undelivered. Theshareholderwill not be entitled to receive any morenoticesor other communication until they have givenusa new registered address (or, in the case of ashareholderwhose registered address is not within theUnited Kingdom, a new address for serving ofnotices). For the purposes of this Article 124.1, references to a communication include references to any cheque or other method of payment; but nothing in this Article 124.1 will entitleusto stop sending any cheque or other method of payment for any dividend, unlessweare also entitled to do so under Article 109.2.

125 Signing or authenticating of documents sent electronically

125.1 If, under theseArticles, anotice, information or document needs to be signed or authenticated by ashareholderor other person,wewill consider anynoticeor document inelectronic formis sufficiently authenticated ifwecan confirm the identity of the sender orwehave no reason to doubt the identity of the sender, or in any other way approved by theDirectors.Wemay specify ways for validating anotice, information or a document, andwewill regard anynotice, information or document not validated in the waywespecify as not having been received byus.

126 Statutory requirements for notices

126.1 Nothing in Articles 118 to 125 will affect any legal requirement for serving any offer,notice, information or other document in any particular way.

Winding up

127 Directors’ power to petition

127.1 TheDirectorshave power inourname and onourbehalf to present a petition to the court forNGto bewound up.

128 Distributing assets in kind

128.1 Ifwearewound up(whether by voluntary liquidation, under supervision of the Court, or by the Court) the liquidator can, with the authority of aspecial resolutionpassed by theshareholdersand any other sanction required by thelaw, divide the whole or any part ofourassetsamongour shareholders. This applies whether theassetsconsist of property of one kind or different kinds. For this purpose, the liquidator can set whatever value they consider fair on any property and decide how to divide it betweenshareholdersor different groups ofshareholders. The liquidator can also, with the authority of aspecial resolutionpassed by theshareholdersand any other sanction required bylegislation, transfer any part of theassetstotrusteeson trusts for the benefit ofshareholdersas the liquidator decides. The liquidation ofNGcan then be closed andourcompanydissolved. However, under this Article 128, no past or presentshareholdercan be forced to accept anysharesor other property which carries aliability.

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Destroying documents

129 Destroying documents

129.1 Wecan destroy:

(a) all transfer forms forshares, and documents sent to support a transfer, and any other documents which were the basis for making an entry on theRegister, six years after the date of registration;

(e) all dividend payment instructions and notifications of a change of address or name, two years after the date these were registered; and

(f) all cancelled sharecertificates, one year after the date they were cancelled.

129.2 Ifwedestroy a document in line with Article 129.1, it is conclusively treated as having been a valid and effective document in line withourrecords relating to the document. Any actionwetook in dealing with the document in line withourterms before it was destroyed is conclusively treated as properly taken.

129.3 This Article 129 only applies to documents which are destroyed in good faith and ifweare not on notice of any claim to which the document may be relevant.

129.4 For documents relating tosharesin uncertificated form,wemust also comply with any rules (as defined in theCREST Regulations) which limitourability to destroy these documents.

129.5 Wecan destroy a document earlier than the dates mentioned in Article 129.1 ifwemake a permanent record (whetherelectronically, by microfilm, by digital imaging or by any other means) of that document beforewedestroy it.

129.6 This Article 129 does not makeusliable:

(a) ifwedestroy a document earlier than referred to in Article 129.1; or

(g) ifwewould not be liable if this Article 129 did not exist.

129.7 This Article 129 applies whetherwedestroy a document or dispose of it in some other way.

Indemnity and insurance

130 Indemnity and insurance

130.1 Subject tothelaw,wewill indemnify allour Directorsand officers out ofourown funds against the following:

(a) Any liability incurred by or attaching to them in connection with any negligence, default, breach of duty or breach of trust by them in relation toNGother than:

(i) any liability tousor anyassociated company; and

(ii) any liability of the kind referred to in theCompanies Act.

(b) Any other liability incurred by or attaching to them:

(i) in actually or seemingly carrying out their duties;

(ii) in using or seemingly using their powers; and

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(iii) in any other activity connected to their duties, powers or office.

Where aDirectoror officer is indemnified against any liability in line with this Article 130, theindemnitywill cover all costs, charges, losses, expenses andliabilitiesincurred by them.

130.2 As well as the cover provided under Article 130.1 above, theDirectorswill have power to purchase and maintain insurance for or for the benefit of:

(a) any person who is or was at any time aDirectoror officer of anyrelevant company; or

(h) any person who is or was at any time a trustee of any pension fund or employees’ share scheme in which employees of anyrelevant companyare interested.

This includes insurance against any liability incurred by or attaching to them through any act or omission:

(i) in actually or seemingly carrying out their duties;

(ii) in using or seemingly using their powers; and

(iii) in any other activity connected to their duties, powers or offices;

in relation to:

(a) anyrelevant company;

(i) any pension fund; or

(j) any employees’ share scheme;

and all costs, charges, losses, expenses andliabilitiesincurred by them in relation to any act or omission.

130.3 Subject tothelaw,wewill:

(a) provide aDirectororofficerwith funds to meet expenditure they have incurred or may incur in defending any criminal or civil proceedings or in connection with any application under the provisions mentioned in Section 205(5) of theCompanies Act;

(b) provide aDirectororofficerwith funds to meet expenditure they have incurred or may incur in defending an investigation by a regulatory authority or against action proposed by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by him or her in relation tous; and

(k) do anything to enable aDirectoror officer to avoid incurring such expenditure, but any fundsweprovide or other thingswedo will be in line with Section 205(5) of theCompanies Act.

The ADR Depositary

Some of our shares are held in the form of American Depositary Receipts (ADRs). These are receipts, administered by American banks, for shares in non-American companies. The American bank’s role includes collecting and distributing dividends to ADR Holders.

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131 ADR definitions

131.1 In Articles 131 to 140:

ADR Depositary	A bank (custodian), approved by theBoard, who holdsDepositary Sharesunder arrangements where they issueADRsto anADR Holder.
ADR Holder	means someone who ownsour ADRs.
ADRs	American depositary receipts which are issued by theADR Depositaryand representDepositary Shares.
Appointed Number	means the number ofDepositary Shareswhich anAppointed Proxyholds.
Appointed Proxy	means anADR Holderwho is appointed asproxyby theADR Depositary.
Depositary Shares	Our sharesheld by a custodian.
Proxy Register	The register of names and addresses of all theAppointed Proxies.

132 The ADR Depositary can appoint proxies

132.1 TheADR Depositarycan appoint more than one person to be itsproxy. As long as the appointment is in line with the requirements in Article 132.2, the appointment can be made in any way and on any terms which theADR Depositarythinks fit. Each person appointed in this way is called anAppointed Proxy.

132.2 The appointment must set out the number ofsharesallocated to eachAppointed Proxy. This number is called theAppointed Number. When added together, theAppointed Numbersof allAppointed Proxiesappointed by theADR Depositarymust not be more than the number ofDepositary Shares(as calculated in Article 132.3).

132.3 TheDepositary Shareswhich can be held by theADR Depositaryconsist of the total of the number ofsharesregistered in the name of theADR Depositary.

133 The ADR Depositary must keep a Proxy Register

133.1 TheADR Depositarymust keep a register of the names and addresses of all theAppointed Proxies. This is called theProxy Register. TheProxy Registerwill also set out theADRsheld by eachAppointed Proxy.TheAppointed Numberofsharescan be calculated by multiplying the number ofADRsheld by anAppointed Proxyby the number ofshareswhich any oneADRcurrently represents.

133.2 TheADR Depositarymust let anyone theDirectorsnominate inspect theProxy Registerduring usual business hours on abusiness day. TheADR Depositarymust also provide, as soon as possible, any information contained in theProxy Registerifweorouragents ask for it.

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134 Appointed Proxies can only attend General Meetings if properly appointed

134.1 AnAppointed Proxymay only attend aGeneral Meetingif they provideuswith written evidence of their appointment by theADR Depositaryfor thatGeneral Meeting. This must be in a form agreed between theDirectorsand theADR Depositary.

135 Rights of Appointed Proxies

135.1 Subject totheCompanies Actand theseArticles,and as long as theDepositary Sharesare sufficient to include anAppointed Proxy’s Appointed Number:

(a) at aGeneral Meetingwhich anAppointed Proxyis entitled to attend, they are entitled to the same rights and have the same obligations in relation to theirAppointed Numberofsharesas if theADR Depositarywas the registered holder of thesharesand they had been validly appointed in line with Articles 54 to 58 by theADR Depositaryas itsproxyin relation to thoseshares; and

(l) anAppointed Proxycan appoint another person to be theirproxyfor theirAppointed Numberofshares, as long as the appointment is made and deposited in line with Articles 54 to 58 and, if it is, the provisions of theseArticleswill apply to this appointment as though theAppointed Proxywas the registered holder of suchshares and the appointment was made by them in that capacity.

136 Sending information to an Appointed Proxy

136.1 Wecan send to anAppointed Proxy, at their address in theProxy Register, all the same documentswesend toshareholders.

137 Paying dividends to an Appointed Proxy

137.1 Wecan pay to anAppointed Proxy, at their address in theProxy Register, all dividends or other monies relating to theAppointed Proxy’s Appointed Numberofsharesinstead of paying this amount to theADR Depositary. Ifwedo this,wewill not have any obligation to make this payment to theADR Depositaryas well.

138 The Proxy Register can be fixed at a certain date

138.1 To determine who is entitled asAppointed Proxiesto:

(a) exercisethe rights conferred by Article 135;

(m) receive documents sent in line with Article 136; and

(n) be paid dividends in line with to Article 137,

and theAppointed Numberofsharesfor which a person is to be treated as having been appointed as anAppointed Proxy, theADR Depositarycan determine that theAppointed Proxies are the people entered in theProxy Registerat the close of business on a date (a ‘Record Date‘) determined by theADR Depositaryin consultation withus.

138.2 When aRecord Dateis decided for a particular purpose:

(a) theAppointed Numberofsharesheld by anAppointed Proxywill be treated as the number appearing against their name in theProxy Registerat the close of business on theRecord Date;

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(o) this can be shown by multiplying the number ofADRswhich eachAppointed Proxy holds by the number ofshareswhich any oneADRcurrently represents; and

(p) changes to entries in theProxy Registerafter the close of business on theRecord Datewill be ignored in determining if a person is entitled for the purpose concerned.

139 The nature of an Appointed Proxy’s interest

139.1 Except as required by theCompanies Act,wewill not recognise anyAppointed Proxyas holding any interest insharesheld in any trust.

139.2 Except for recognising the rights set out in Article 135,weare entitled to treat any person entered in theProxy Registeras anAppointed Proxyfor certainsharesas the only person (other than theADR Depositary) who has any interest in suchshares.

140 Validity of the appointment of Appointed Proxies

140.1 If any question arises at aGeneral Meetingabout the validity of any appointments to vote (orexerciseany other right) in respect of anyshares(for example, because the total number ofsharesrecorded against appointments in theProxy Registeris more than the number ofDepositary Shares), the chairman of theGeneral Meetingwill decide who can vote (which can include refusing to recognise a particular appointment or appointments as valid) and the chairman’s decision will, if made in good faith, be final and binding.

140.2 If a question of the type described in Article 140.1 arises in any circumstances other than at or in relation to aGeneral Meeting, the question will be decided by theDirectors. Their decision (which can include refusing to recognise a particular appointment or appointments as valid) will also, if made in good faith, be final and binding.

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Glossary

About the glossary

This glossary is to help readers understandour Articles. Words are explained as they are used in theArticles, they might mean different things in other documents. The glossary is not legally part of theArticlesand it does not affect their meaning. The definitions are intended to be a general guide, they are not precise.

ActAn Act of Parliament, including theCompanies Act, any statute, statutory instrument, order, rule, regulation or directive.

adjournWhen a meeting breaks up, to be continued at a later time or day, at the same or a different place.

allotWhen new shares are allotted, they are set aside for the person they are intended for. This will normally be after the person has agreed to pay for a new share, or has become entitled to a new share for any other reason. As soon as a share is allotted, that person gets the right to have their name put on the register of shareholders. When they have been registered, the share has also beenissued.

assetAnything which is of any value to its owner.

attorneyAn attorney is a person who has been appointed to act for another person. The person is appointed by a formal document, calleda power of attorney.

associated companyThe meaning of associated company is given in Section 256 of theCompanies Act. The term could relate to one of thecompany’ssubsidiaries, itsholding companyor a subsidiary of itsholding company.

automatically entitled to a share by lawIn some situations, a person will be entitled to have shares which are registered in somebody else’s name registered in their own name. Or they may want the shares to be transferred to another person. When ashareholderdies, or the sole survivor of jointshareholdersdies, theirpersonal representativeshave the right to have theshares transferred. If ashareholderis made bankrupt, their trustee in bankruptcy has this right.

beneficial interest(orownership) If a trustee holds shares for someone, or for their benefit, that person has a beneficial interest in those shares.

brokerageCommission which is paid to a broker by acompany issuingshares, where the broker’s clients have applied for shares.

capitaliseTo convert some or all of thereservesof acompanyinto capital (such as shares).

capital redemption reserveA reserve of funds which acompanycan set up to maintain its capital base when shares areredeemedor bought back.

casual vacancyA vacancy amongst theDirectorswhich occurs because of the death, resignation or disqualification of aDirector, or because an electedDirectordoes not accept their appointment, or for any other reason except the retirement of aDirectorin line with theArticles.

certificateA certificate includes a share certificate (which is not a valid document of title), a loan capital certificate or certificates forourothersecurities(other than letters of allotment, scrip certificates or similar documents).

Common SealA seal used to stampourdocuments as evidence thatwehaveexecutedthem.

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companyIncludes any corporate body.

Company SecretaryA person appointed in line with Section 271 of theCompanies Actand who has the necessary knowledge and experience to carry out the functions of the secretary of thecompanyand who satisfies the requirements of Section 273 of theCompanies Actor, if applicable, a deputy or assistantCompany Secretary.

consolidateWhen shares are consolidated, they are combined with other shares, for example every three shares with anominal valueof £1 might be consolidated into one new share with anominal valueof £3.

debentureA typical debenture is a document recording long-term borrowing by acompany. The loan usually has to be repaid at a fixed date in the future, and carries a fixed rate of interest.

declareWhen a dividend is declared, it becomes due to be paid on the date specified in the Resolution.

dividend arrearsThis includes any dividends on shares withcumulative rightswhich could not be paid, but which have been carried forward.

dividend warrantA dividend warrant is a cheque for a dividend.

electronicallyAny document or information sent or supplied inelectronic form, as further defined in Section 1168 of theCompanies Act.

equity securitiesSecurities that can be converted toequity sharesas further defined in Section 94 of the Companies Act 1985.

equity sharesShares inourcapital which are regarded as equity share capital under Section 774 of the Companies Act 1985.

ex dividendWhen a share goes ‘ex dividend’, a person who buys it will not be entitled to the dividend which has beendeclaredshortly before they bought it. However, the seller is entitled to this dividend, even though it will be paid after they have sold their share.

executedA document is executed when it is signed or sealed or made valid in some other way.

executive capacityA role which carries the power of a person responsible for an activity or business.

exerciseWhen a power is exercised, it is put to use.

final dividendThe dividend, which is approved by theshareholdersand paid following the end of the financial year.

fully paid sharesWhen all of the money due to us for a share has been paid, a share is called a fully paid (orpaid up) share.

holding companyAcompanywhich controls anothercompany(for example, by owning a majority of its shares) is called the holdingcompanyof that othercompany. The othercompanyis thesubsidiaryof the holdingcompany.

indemnityIf a person gives another person an indemnity, they promise to make good any losses or damage which the other might suffer. The person who gives the indemnity is said toindemnifythe person they give it to.

in issueSeeissue.

instrumentsFormal legal documents.

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interim dividendA dividend, authorised by theDirectors, and paid part way through the financial year.

issueWhen a share has been issued, everything necessary has been done to make the shareholder the owner of the share. In particular, the shareholder’s name has been put on the register of shareholders. Existing shares which have been issued arein issue.

liabilitiesDebts and other obligations.

jointly and severally liableWhen more than one person is jointly and severally liable it means that any one of them can be sued, or they can all be sued together.

materialTheBoardwill determine on a case-by-case basis whether a matter or contract is material, considering its value and significance toourbusiness and the interests of anyDirector.

negotiable instrumentA document such as a cheque, which can be freely transferred from one person to another.

nominal amount or valueThe value of theshareinouraccounts. For example, the nominal value of 11 ¹⁷/₄₃ p ordinary shares is 11 ¹⁷/₄₃ p. This value is shown on the sharecertificate.Wecan issue newshares for a price which is at apremiumto the nominal value. Shares can be bought and sold on the stock market for more, or less, than the nominal value. The nominal value is sometimes also called the ‘par value’. The nominal value is not connected to the quoted share price ofNG.

noticeA formal announcement about a future meeting or event.

non equity securitiesSecuritieswhich are notequity securities.

ordinary resolutionA resolution which needs a simple majority. That is, at least 50 per cent of those voting to be in favour.

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

pollA vote. On a poll vote, the number of votes ashareholderhas depends on the number ofshares they own. Ashareholderhas one vote for eachsharethey own. A poll vote is different from ashow of handsvote, where each person who is entitled to vote has just one vote, however manysharesthe person owns.

power of attorneyA formal document which legally appoints one or more people to act on behalf of another person.

pre-emption rightsThe right ofshareholders, given by theCompanies Act, to be offered a proportion of certain classes of newlyissuedsharesand other securities before they are offered to anyone else. This offer must be made on terms which are at least as favourable as the terms offered to anyone else.

premiumIfweissuea newsharefor more than itsnominal value(for example, because the market value is more than thenominal value), the amount above thenominal valueis the premium.

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proxyA proxy is a person who is appointed by ashareholderto attend and speak at ameetingand vote for thatshareholder. A proxy is appointed by using aproxy form. A proxy does not have to be ashareholder.

proxy formA form which ashareholderuses to appoint aproxyto attend and speak at ameetingand vote for them. The proxy form must be delivered tousbefore themeetingit relates to.

quorumThe minimum number who must be present before a meeting can start. When this number is reached, the meeting is said to be ‘quorate’.

rankandrankingWhen either capital or income is distributed toshareholders, it is paid out according to the rank (or ranking) of theshares. For example, asharewhich ranks before (or above) anothersharewhenourincome is distributed is entitled to have its dividends paid first, before any dividends are paid onshareswhich rank below (or after) it. If there is not enough income to pay dividends on allshares, the available income must be used first to pay dividends onshareswhich rank first, and then toshareswhich rank below. The same applies for repayments of capital. Capital must be paid first toshareswhich rank first in sharing inourcapital, and then toshareswhich rank below.

redeemandredemptionWhen a share is redeemed, it comes back tousin return for a sum of money (the ‘redemption price’) which was fixed before the share wasissued. This process is called redemption. A share which can be redeemed is called a ‘redeemable’ share.

relevant companyThis refers to:

• us;

• any ofourholding companies; and

• anycompany(incorporated or not) in whichweor any ofourholdingcompanieshave or have had a direct or indirect interest, or which is associated in any way with us or any ofour subsidiaries.

relevant securitiesAny shares of acompany, except shares held as a result of share schemes for employees (such as profit-sharing schemes) and some shares held by the founders of thecompany. Also included are any securities which can be converted into shares of this type, or which allow their holders tosubscribefor shares of this type.

relevant systemThis is a term used in theCREST Regulationsfor a paperless share-dealing computer system which allows shares without sharecertificatesto be transferred without using transfer forms.

renouncing or renunciationWhere a share has beenallotted, but nobody has been entered on the share register for the share, it can berenouncedto another person. This transfers the right to have the share registered to another person.

requisition a meetingA formal process whichshareholderscan use to call ameetingofshareholders. Generally speaking theshareholderswho want to call ameetingmust hold at least 10 per cent of theissuedshares.

reserve fund or reservesA fund which has been set aside in the accounts of acompany. Profits which are not paid out toshareholdersas dividends, or used up in some other way, are held in a reserve fund by thecompany.

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rightsorrights of any shareThe rights attached to thesharewhen it is issued, or afterwards (for example, the right to vote at ameetingor the rights to receive a dividend).

securitiesAll shares, bonds and other investment instruments issued by acompanywhich entitle the holder to a share in the profits orassetsof thatcompany, to receive a cash payment from acompanyor to subscribe for such a security.

securities sealA seal used to stampoursecurities as evidence thatwehave issued them.Our security seal is likeourCommon Sealbut with the addition of the word ‘securities’.

share premium accountIfweissue a newsharefor more than itsnominal value(because the market value is more than thenominal value), the amount above thenominal valueis the premium, and the total of these premiums is held in areserve fund(which cannot be used to pay dividends) called the share premium account.

show of handsA vote where each person who is entitled to vote has just one vote, however many shares that person holds.

special noticeThis term is defined in Section 312 of theCompanies Act. Broadly, ifspecial noticeof a resolution is required, the resolution is not valid unlesswehave been told about the intention to propose it at least 28 days before theshareholders’ meetingat which it is proposed (although in certain circumstances themeetingcan be on a date less than 28 days from the date of the notice).

special resolutionA decision which needs the votes of at least 75 per cent of those voting to be in favour.Shareholdersmust be given at least 14clear days’notice of any special resolution.

special rightsThese are the rights of a particular class of shares, as distinct from rights which apply to all shares generally. Typical examples of special rights are where the sharesranktheir rights to sharing in income andassetsand voting rights.

statutory declarationA formal way of declaring something in writing. Particular words and formalities must be used - these are laid down by the Statutory Declarations Act of 1835.

stockShares which have been converted into a singlesecuritywith a different unit value. For example a shareholding of one hundred £1 shares might be converted into £100 worth of stock.

subdividing sharesWhen shares are subdivided they are split into shares which have a smallernominal amount. For example, a £1 share might be subdivided into two 50p shares.

subject toMeans that something else has priority, or prevails, or must be taken into account. When a statement is subject to another statement the first statement must be read in the light of the other statement, which will prevail if there is any conflict.

subscribe for sharesTo agree to take new shares in acompany(usually for a cash payment).

subsidiaryAcompanywhich is controlled by anothercompany(for example, because the othercompanyowns a majority of its shares) is called a subsidiary of thatcompanyas defined in Section 1159 of theCompanies Act.

subsidiary undertakingThis is a term defined theCompanies Act. It is a wider definition thansubsidiary. Generally speaking it is acompanywhich is controlled by anothercompanybecause the othercompany:

(a)	has a majority of the votes in thecompanyeither alone, or acting with others;
(b)	is ashareholderwho can appoint or remove a majority of the directors; or

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(c) canexercisedominant influence over thecompanybecause of anything in thecompany’s memorandum or articles, or because of a certain kind of contract.

system’s rulesThe rules of therelevant system.

take-over offerAn offer made by onecompanyto the shareholders of anothercompanyto buy enough shares to give it control over the othercompany.

treasury sharesShares which are held by acompanyas treasury shares in line with sections 162A-C of the Companies Act 1985.

trusteesPeople who hold property of any kind for the benefit of one or more other people under an arrangement which thelawtreats as a ‘trust’. The people whose property is held by the trustees are called thebeneficial owners.

UK GAAPUK generally accepted accounting principles.

uncertificated proxy instructionA properly authenticated instruction sent by means of arelevant system, in line with thesystem’s rules, to a person acting onourbehalf, on terms decided by theDirectors.

unincorporated associationsAssociations, partnerships, societies and other bodies which thelaw does not treat as a separate legal person from their members.

unsound mindNot being able to make an informed decision due to lack of awareness and understanding of the nature of a document or situation.

websiteA collection of web pages on the World Wide Web which contain files belonging tous.

wind upThe formal process to put an end to acompany. When a company is wound up itsassetsare distributed. The assets go first to creditors who have supplied property and services, and then toshareholders.Shareswhich rank first in sharing inourassets will receive any funds which are left over before anyshareswhich rank after (or below) them.

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Table of contents

Article		Page
Introduction			1
1	Table A and other standard regulations do not apply		1
2	The meaning of the Articles		1
Share capital			5
3	The form of our share capital		5
Changing capital			5
4	The power to increase capital		5
5	Applying the Articles to new shares		5
6	The power to change capital		5
7	Fractions of shares		5
8	The power to reduce capital		6
9	Buying back shares		6
Shares			7
10	The special rights of new shares		7
11	The Directors’ power to deal with shares		7
12	Power to pay commission and brokerage		7
13	Renouncing allotted but unissued shares		8
14	No trusts or similar interests recognised		8
Uncertificated shares			8
15	Uncertificated shares		8
Share certificates			9
16	Certificates		9
17	Replacement share certificates		10
Changing share rights			10
18	Changing the special rights of shares		10
19	More about the special rights of shares		11
Transferring shares			11

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20	Transfer forms	11
21	Transferring shares in certificated form	11
22	Refusing to register certain transfers	12
23	Closing the Register	12
24	Overseas branch registers	12
25	More provisions on uncertificated shares	12
People automatically entitled to shares by law		13
26	If a shareholder dies	13
27	Registering personal representatives	13
28	A person who wants to be registered must give notice	13
29	Transfers by a person who is automatically entitled to a share by law	13
30	The rights of people automatically entitled to shares by law	14
31	Shareholders who cannot be traced	14
General Meetings		15
32	The Annual General Meeting	15
33	Notice of General Meetings	15
34	Class meetings	16
35	Moving a General Meeting at short notice	17
Proceedings at General Meetings		17
36	The chairman of a General Meeting	17
37	Security and other arrangements at General Meetings	17
38	Overflow meeting rooms	18
39	The quorum needed for General Meetings	18
40	The procedure if there is no quorum	18
41	Adjourning General Meetings	19
42	Amending resolutions	19
43	Proxies and Directors speaking at General Meetings	20
Voting procedures		20
44	All votes decided on a poll	20

ii

45	How a poll is taken	21
46	Timing of a poll	21
47	The chairman’s casting vote	21
48	The effect of a declaration by the chairman	22
Voting rights		22
49	The votes of shareholders	22
50	Shareholders who owe us money	22
51	Votes of shareholders who are of unsound mind	22
52	The votes of joint holders	23
Restrictions on shareholder voting		23
53	Suspending shareholder rights on non-disclosure of interest	23
Proxies		25
54	Completing proxy forms	25
55	Delivering completed proxy forms	25
56	Cancelling a proxy’s authority	26
57	Representatives of companies	27
58	Challenging votes	27
Directors		27
59	The number of Directors	27
60	Qualification to be a Director	27
61	Directors’ fees	27
62	Special pay	27
63	Directors’ expenses	28
64	Directors’ pensions and other benefits	28
65	Appointing Directors to various posts	29
Changing Directors		29
66	Retiring Directors	29
67	Eligibility for re-election	29
68	Re-electing a Director who is retiring	29

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69	Electing two or more Directors	29
70	People who can be Directors	30
71	Filling vacancies and appointing extra Directors	30
72	Removing and appointing Directors by an ordinary resolution	30
73	When Directors are disqualified	30
74	Directors’ meetings	31
75	Who can call Directors’ meetings?	31
76	How Directors’ meetings are called	31
77	Quorum	32
78	The chairman of Directors’ meetings	32
79	Voting at Directors’ meetings	32
80	Directors’ meetings by video conference and phone	32
81	Resolutions in writing	33
82	The validity of Directors’ actions	33
Directors’ interests		34
83	Authorising Directors’ interests	34
84	Directors may have certain interests	34
85	Restrictions on quorum and voting	36
86	Confidential information	37
87	Directors’ interests - general	37
Minutes		38
88	Minutes	38
Directors’ committees		38
89	Delegating powers to committees	38
90	Committee procedure	39
Directors’ powers		39
91	General powers of Directors	39
92	The power to appoint attorneys and agents	39
93	Local boards	40

iv

94	Using the title ‘Director’	40
95	Signatures on cheques	40
96	Borrowing powers	40
97	Borrowing restrictions	41
Alternate directors		43
98	Alternate directors	43
The Company Secretary		44
99	The Company Secretary	44
The Seal		44
100	The Seal	44
Authenticating documents		45
101	Establishing that documents are genuine	45
Reserves		45
102	Setting up reserves	45
Dividends		46
103	Final dividends	46
104	Fixed and interim dividends	46
105	Dividends not in cash	46
106	Deducting amounts owing from dividends and other money	46
107	Payments to shareholders	47
108	Record dates for payments and other matters	47
109	Dividends which are not claimed	48
110	Waiving dividends	48
Capitalising reserves		48
111	Capitalising reserves	48
Scrip dividends		49
112	Shareholders can be offered the right to receive scrip dividends (extra shares instead of cash dividends)	49
Accounts		51

v

113	Accounting and other records	51
114	The location and inspection of records	51
115	Sending copies of accounts and other documents	51
Auditors		51
116	Acts of Auditors	51
117	Auditors at General Meetings	52
Communicating with shareholders		52
118	Serving and delivering notices and other documents	52
119	Notices to joint holders	52
120	Notices for shareholders with foreign addresses	52
121	When notices are served or considered to be served	52
122	Serving notices and documents on shareholders who have died, are bankrupt or are of unsound mind	53
123	If documents are accidentally not sent	53
124	When entitlement to notices stops	54
125	Signing or authenticating of documents sent electronically	54
126	Statutory requirements for notices	54
Winding up		54
127	Directors’ power to petition	54
128	Distributing assets in kind	54
Destroying documents		55
129	Destroying documents	55
Indemnity and insurance		55
130	Indemnity and insurance	55
The ADR Depositary		56
131	ADR definitions	57
132	The ADR Depositary can appoint proxies	57
133	The ADR Depositary must keep a Proxy Register	57
134	Appointed Proxies can only attend General Meetings if properly appointed	58

vi

135	Rights of Appointed Proxies	58
136	Sending information to an Appointed Proxy	58
137	Paying dividends to an Appointed Proxy	58
138	The Proxy Register can be fixed at a certain date	58
139	The nature of an Appointed Proxy’s interest	59
140	Validity of the appointment of Appointed Proxies	59
About the glossary		60

vii