4D Pharma (LBPWQ) F-4/A Registration of securities (foreign) (amended)

Exhibit 3.1

L.:IE:....x:....h:....ib:....it:....3.....:.2:....._ ---· COMPANY NUMBER 8840579 THE COMPANIES ACT 2006 A PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF 4D PHARMA PLC Adopted by special resolution passed on 5 February 2014 1111•R3117701So•11 RM07/02/2014#2 COMPANIES HOUSE Schofield Sweeney LLP Spnngfield House 76 Wellington Street Leeds LS1 2AY Tel 0113 26670 (Ref LSD/3368 43)

 Contents Clause Page 1Exclus1on of default or model art1cles.1 2 Defimbons and 1nterpretat1on1 3 L1m1ted L1ab1hty4 4Shares w1th spec1al nghts 4 5 Uncertlficated shares 4 6 Consohdat1on,convers1on and sub-d1v1S10n5 7 Allotment 6 8 Comm1ss1ons6 9 Renunc1abon6 10Interests and trusts 6 11Vanatlon of class nghts 7 12Form of transfers 8 13Refusal to reg1ster a transfer .8 14Retention of transfers 9 15Further prov1s1ons relabng to transfers 9 16Destruction of documents 9 17Transm1ss1on10 18Elect1on of persons entitled by transm1ss1on11 19R1ghts of persons entitled by transm1ss1on11 20Disenfranchisement11 21Serv1ce of not1ces on non-members 13 22Cessat1on of d1senfranch1sement13 23Convers1on of uncert1ficated shares 13 24Sect1on 794and 795of the 2006Act13 25Annual generalmeetmgs 14 26Other general meetmgs 14 27Separate general meet1ngs14 28General meetmgs at more than one place 14 29Other arrangements for v1ew1ng/heanng proceedmgs 15 30Arrangements regardmg level of attendance 15 31Change m place and/or t1me of meetmg 15 32Secunty 16 33Rec1p1ents of nobce 16 34Penod of not1ce16 35Contents of not1ce16 36Quorum 17 37Chairman 17 38Adjournments 17 39Place and bme of adjourned meet1ngs18 40 Directors' entitlement to attend and speak 18 41Resolutions and amendments 18 42Methods of votmg and demand for a poll 19 43 Conduct of poll and declaration of result 19

 44 Continuance of meebng 20 45Voting nghts 20 46Corporations acbng by representatives 21 47Votes of JOint holders 21 48Members mcapable of managmg !herr affarrs 21 49Calls rn arrears 21 50ObJections to votmg 21 51Failure to vote rn accordance wrth Instructions 22 52Apporntment and form of proxy 22 53Deposit of proxy 22 54Termrnabon of authonty of proxy 25 55Number of drrectors 25 56Drrectors sharehold1ng quahficat1on25 57Ehgrbrhty for electron 25 58Apporntment by ordmary resolution or by directors 26 59 Separate resolu!Jons for apporntment of each drrector 26 60Retrrement of drrectors by rotation 26 61Selectron of drrectors to ret1re26 62 When drrectors deemed to be re-appornted 27 63Addrtronal powers of the Company 27 64 Drsquahficatron of a drrector 27 65Executive office 28 66Power to appornt alternate drrectors 28 67 Formalities for apporntment and term1natron28 68Alternate to recerve nottces 29 69Alternate may be pard expenses but not remuneration 29 70Alternate not an agent of apporntor 29 71Drrectors' fees 30 72Dlfectors' remuneration 30 73Expenses 30 74Pensrons and other benefits 30 75Busrness to be managed by the drrectors 31 76Provrsron for employees 31 77 Local boards 31 78Powers of attorney and agents 31 79Srgnature on cheques,etc 32 80Director may have rnterests 32 81Power of the board to authonse conflicts of 1nterest32 82Declaration of rnterests 33 83Entrtlement to keep rnformatron confidential 34 84 Avordrng conflrcts of rnterest 35 85Ovemd1ng pnncrples 35 86Drrectors'powers to vote 35 87 Relaxation of provrsrons37 88 Board meetmgs 37 89Quorum, competence and voting 38

 90 Power of drrectors rf number falls below mrnrmum 38 91Charrman 38 92 Resolutions 1n wntrng 38 93 Delegatron of powers 39 94 Proceedtngs of committees 39 95Valtdtty of proceedrngs 1n sprte of formal defect 39 96General power to borrow 40 97 Maxtmum hmrt on borrowrngs 40 98 Interpretation of art1cles 97to 10240 99 Fluctuattng rates of exchange 45 100Changes 1n legtslatron 45 101Valtdtty of borrowrng arrangements 45 102Certtficatton of audttors 45 103Secretary 46 104Seals 46 105M1nutes and books 46 106Declaration of dtvtdends 47 107lntenm d1vrdends47 108Calculation and currency of d1v1dends47 109D1v1dends not to bear 1nterest48 110Permitted deductions 48 111Warver of d1vtdends48 112Manner of payment of d1v1dends48 113Rtsk and d1scharge of Company 49 114Rece1pts of JOtnt holders 49 115Scnp dlvtdends 49 116Retentron and forfetture of dtv1dends51 117Drvrdends rn specre 51 118Ftxmg of record dates 52 119Capttaltsatron of reserves 52 120Issue of share certrficates 53 121Cancellatron and replacement of certificates 54 122Power to make calls .54 123Trme when call made 54 124Ltabrltty of and recetpts by JOtnt holders 54 125Fatlure to pay call 54 126Other sums due on shares 55 127Power to dtfferentrate 55 128Payments of calls m advance 55 129Notice on farlure to pay a call 55 130Forfetture for non-compliance56 131Nottce of forferture 56 132Annulment of forferture 56 133Dtsposal of forferted shares 56 134Extrnctron of nghts 57 135Lten on partly pard shares 57

 136Enforcement of hen by sale 57 137Applicat1on of proceeds of sale 57 138Evidence of forfeiture or hen 57 139Power to dispose of shares of untraced members58 140Sale procedure and apphcat1on of proceeds59 141Accounts59 142Summary of financ1al statements59 143Validity of acts of auditors59 144Not1ces 1n wntmg 60 145Method of g1vmg notice to members 60 146Notice by members 62 147Notice to JOint holders 62 148Notice to persons entitled by transm1ss•on 62 149D1srupt1on of postalserv1ces 63 150Deemed not1ce63 151Successors 1n t1tle bound by notice to predecessor63 152Reference to nobces are to not1f1catJons63 153Statutory requ1rements 63 154Record date for delivery63 155Liquidator may d1stnbute m spec1e64 156Prov1s1on for employees 64 157Indemnity 64 158Insurance65

 Prelimmary Exclusion of default or model articles No default or model art1cles or regulations which may apply to compan1es under the Statutes (tnclud1ng, w1thout hm1tallon, the regulations 1n Table A 1n the Compantes (Tables A to F) Regulat1ons 1985 (as amended) and the model articles 1n the Compan1es (Model Articles) Regulations 2008) shall apply to the Company unless expressly tncluded 1n these art1cles 2 Definitions and interpretation 2 1 In these art1cles (1f not 1ncons1stent w1th the subJect or context) 2 1 1the words 1n the first column of the table below have the meantngs set out oppos1te to them AIM means the market of that name operated by the London Stock Exchange, these articles means these articles of assoc1abon, as from t1me to t1me altered, auditors means the aud1tors for the t1me being of the Company, board means the board of directors for the lime be1ng of the Company or the d rectors present at a duly convened meet1ng of the d1rectors at wh1ch a quorum IS present, Company means 4d pharma pic {Company number 8840579), Director means a director for the time be1ng of the Company, employees' share scheme means employees' share scheme as defined 1n secbon 1166 of the 2006 Act, holder means 1n relation to any shares, the member whose name IS entered 1n the register as the holder of those shares, London Stock Exchange means London Stock Exchange pic, Month means calendar month, Office means the reg1stered office for the t1me betng of the Company, paid means pa1d or cred1ted as pa1d, parent undertaking means parent undertaktng as defined 1n sectton 1162 of the 2006 Act,

--------------market nominee means a recognised cleanng house or a nom1nee of a recogn1sed cleanng house or of a recognised mvestment exchange w1thm the mean1ng of sect1on 769(2), 776(3) and 778(1) of the 2006 Act, register means the reg1ster of members to be kept under sect1on 113 of the 2006 Act and regulat1on 20 of the Uncerbficated Secuntles Regulations 2001, seal means any common or offic1al seal that the Company may be perrmtted to have under the Statutes, secretary means the secretary of the Company or (where there are JOint secretanes) any of the jOint secretanes, and mcludes any deputy secretary, ass1stance secretary and any other person appointed by the board to perform any of the dut1es of the secretary, securities seal means an offiCial seal kept by the Company by v1rtue of section 50 of the 2006 Act, the 2006 Act means the Compames Act 2006, the Statutes means the 2006 Act, the Uncert1ficated Secunbes Regulations and every other act, statute, statutory mstrument, regulation or order for the t1me bemg m force concemmg compan1es and affectmg the Company, transmission event means death, bankruptcy or any other event g1vmg nse to the transm1ss1on of a person's entitlement to a share by operation of law, Uncertlficated Securities Regulations means the Uncert1f1cated Secunbes Regulat1ons 2001 as amended from ttme to t1me and any Statutes wh1ch supplement or replace such Regulations, undertaking means undertaking as defined 1n section 1161 of the 2006 Act. the United Kingdom means Great Bnta1n and Northern Ireland, working day means work1ng day as defined m sect1on 1173 of the 2006 Act. and year means calendar year, 2 1 2 any reference to an uncertlflcated share, or to a share be1ng held m uncertlficated form shall (subJect to regulatJOn 42(11)(a) of the Uncert1ficated Secunbes Regulations) mean a share m the cap1tal of the Company wh1ch IS for the ttme bemg recorded on the Operator Reg1ster of Members (as defined 1n regulation 20(1) of the Uncerllficated SecuntJes RegulatJons) and any reference to a certificated share, or to a share bemg held 1n certificated form, shall mean any share other than an uncert1ficated share,

 2 1 3 the express1on member present m person shall be deemed to mclude a member present by proxy or, 1n the case of a corporate member, by a duly authonsed representative and cognate express1ons shall be construed accordmgly, 2 1 4 any reference to days of notice shall be construed as meamng clear days, 2 1 5 words denot1ng the s1ngular shall mclude the plural and v1ce versa, words denot1ng one gender shall mclude the other gender and words denot1ng persons shall be construed as mclud1ng bod1es corporate and umncorporated assoc1at1ons, 2 1 6 any other words or express1ons defined m the 2006 Act or the Uncertlficated Secunt1es Regulations or,1f not defined m that Act or those Regulations, m any other Statute (m each case as 1n force on the date of the adopt1on of these articles or any part of these art1cles), shall bear the same meamng m these articles or that part (as the case may be) except that the word company mcludes any body corporate, 2 1 7 subJect to art1cle 21 6, references to any prov1s1on of any enactment or of any subordmate leg1slat1on (as defined by sect1on 21(1)of the Interpretation Act 1978) Include any mod1ficabon or re-enactment of that proviSion for the bme be1ng 1n force, 2 1 8 any reference to 2 1 8 1 a document Includes reference to an electronic commumcabon. 2182 2183 2184 2185 an electronic communicat1onmeans an electron1c commumcat1on (as defined 1n the Electronic Communications Act 2000) compns1ng wnt1ng, a document bemg executed mcludes references to 1t bemg executed under hand or seal or, 1n the case of an electronic commumcat1on, by electronic s1gnature or such other means of venfymg the authenticity of the commun1cabon that the board may from t1me to t1me approve, an Instrument means a wntten document havmg tangible fonn (e g on paper) and not compnsed 1n an electronic commumcatlon, m wr1tmg and written means the representation or reproduction of words, numbers or symbols m a legible and non-trans1tory form by any method or combmatlon of methods whether compnsed m an electronic commun1cabon or otherwise and 1ncludmg (without hm1tatlon) by telex, telegram, facs1m11e and e-mail,

 2 1 8.6 address m relation to electronic communtcat1ons, Includes any number or address (tnclud1ng, 1n the case of any Uncert1ficated Proxy Instruction pennttted by art1cle 53 2, an 1denbficatton number or a part1c1pant 1n the relevant system concerned) used for the purposes of such communications, 2 1 9 references to a meeting shall not be taken as requ1nng more than one person to be present 1f any quorum requirement can be sat1sfied by one person, 2 1 10 1n relat1on to a share, any reference to a relevant system IS a reference to the relevant system 1n wh1ch that share 1s a part1c1patmg secunty 2 2 A spec1al resolution shall be effect1ve for any purpose for wh1ch an ordmary resolution 1s expressed to be requtred under these articles 2 3 Head1ngs are mserted for conven1ence only and shall not affect construction of these articles 3 limited Liability The 1tab11tty of the members IS 1tm1ted to the amount, 1f any, unpa1d on the shares held by them Share Capital 4 Shares with special nghts Subject to the Statutes and w1thout prejudice to any nghts attached to any ex1strng shares any shares may be 1ssued WJth such nghts or restnct1ons as the Company may by ordinary resolution determ1ne (or, 1f no such resolution 1s m effect or so far as 1t does not make spec1fic prov1s1on, as the board may determine), and, subject to the Statutes, shares may be ISSued on the terms that they are, or are to be !table, to be redeemed at the optton of the Company or the holder 5 Uncertlf1cated shares 5 1 Subject to the Statutes, the board may perm1t any class or classes of shares to be held and transferred 1n uncert1ficated form by means of a relevant system and may determine that any class of shares shall cease to be held and transferred 1n th1s way 5 2 In relat1on to any share which IS for the t1me bemg held 1n uncert1ficated form 5 2 1 the Company may uttltse the relevant system m wh1ch 1t IS held to the fullest extent possible from t1me to t1me m the exerc1se of any of 1ts powers or funct1ons under the Statutes or these art1cles or otherwise 1n effecttng any acttons and the board may from t1me to tJme determine the manner tn wh1ch such powers,functions and act1ons shall be so exerc1sed or effected, 5 2 2 any prov1s1on m these articles wh1ch IS 1ncons1stent w1th

 5221 the holdmg of and transfer of t1tle to that share m uncertlficated form by means of a relevant system, 5222 the exercise of any powers or functions by the Company or the effectmg by the Company of any act1ons by means of a relevant system, or 5223any other prov1s1ons of the Statutes relatmg to the shares held m uncert1ficated form shall not apply 5 3 Where any share IS for the t1me be1ng held 1n uncertlficated form and the Company IS entitled under the Statutes or these articles to sell, transfer or otherw1se d1spose of. reallot, accept the surrender of. forfeit, or enforce a hen over that share, the Company shall be entitled, subject to the Statutes, these articles and the tac1hbes and reqwements of the relevant system 5 3 1 to requ1re the holder of that share by not1ce to convert that share mto certificated form w1th1n the penod spec1fied 1n the notice and to hold that share m certificated form so long as reqUired by the Company, 5 3 2 to requ1re the Operator to convert that share mto certificated form 1n accordance With regulanon 32(2)(c) of the Uncert.tf1cated Secunbes Regulations, 5 3 3 to reqUire the holder of that share by nobce to g1ve any 1nstruct1ons necessary to transfer tttle to that share by means of the relevant system w1thm the penod spec1fied tn the not1ce, 5 3 4 to requ1re the holder of that share by notice to appornt any person to take any step, mclud1ng Without hm1tatton the g1v1ng of any 1nstructtons by means of the relevant system, necessary to transfer that share WJthtn the penod spectfied tn the nobce,and 5 3 5 to take any other action that the board considers necessary or expedient to achieve the sale, transfer, disposal, reallotment, forfe1ture or surrender of that share or otherw1se to enforce a hen m respect of that share 5 4 Subject to the Statutes, for the purpose of effecting any action by the Company, the board may determme that shares held by a person 1n uncert1ficated form shall be treated as a separate holdmg from shares held by that person 1n certificated form 6 Consolidation, conversion and sub.<flvision 6 1 All new shares created by any 1ncrease 1n the Company's share cap1tal, any sub.<fiVISion or consohdat1on and diVISIOn of 1ts share cap1tal or any conversion of stock mto pa1d up shares shall be subject to the prov1s1ons of the Statutes and of these articles, mcludmg those relating to payment of calls, hen, transfer, transmiSSIOn and forfeiture Such new

- - ----·------- .. shares shall be unclassified unless otherw1se prov1ded by theses articles, by the resolution creating the shares or by the terms of allotment of the shares 6 2 If as a result of a consolidation or sub-diVISIOn of shares any members would become entitled to fractions of a share, the board may on behalf of those members deal wtth the fractions as they th1nk fit In particular, Without hm1tabon, the board may aggregate and sell the shares representing the fract1ons to any person (1nclud1ng, subJect to the prov1s1ons of the Statutes, the Company) and d•stnbute the net proceeds of sale m due proportion among those members (except that any proceeds tn respect of any holdmg less than a sum fixed by the board may be reta1ned for the benefit of the Company) For the purposes of any such sale, the board may appomt some person to transfer the shares to, or 1n accordance w1th the d1rect1ons of, the buyer The buyer shall not be bound to see to the application of the purchase moneys and hiS title to the shares shall not be affected by any 1rregulanty 1n, or mvahdlty of, the proceedtngs m relat1on to the sale Shares 7 Allotment Subject to the Statutes relatmg to authonty, pre-empt1on nghts and otherwise, these articles and any resolution of the Company, the board may allot (w1th or wtthout confernng a nght of renunciation), grant opbons over or otherwise deal wtth or d1spose of shares 1n the cap1tal of the Company to such persons, at such ttmes and on such terms as the board maydec1de 8 Commissions The Company may exerc1se all powers of paytng comm1ss1on and brokerage conferred by the Statutes or otherWise vested 1n the Company Any such commiSSion may be pa1d tn cash or tn fully or partly pa1d shares of the Company, or partly 1n one way and partly tn another 9 Renunciation The board may at any t1me after the allotment of any share but before any person has been entered 1n the reg1ster as the holder, recogn1se a renunc1atJon of that share by the allottee 1n favour of some other person and may accord to any allottee of a share a nght to effect such renunciation upon and subject to such terms and cond11Jons as the board may thtnk fit 10 Interests and trusts 10 1 Except as required by law or by these articles, the Company shall not be bound by or compelled •n any way to recogn1se (even when hav1ng notJce of 1t) any Interest tn or tn respect of any share, or any other nght tn respect of any share,except an absolute nght to the entriety of that share 1n the holder

 10 2 The Company shall be entitled, but except as requ1red by law shall not be bound, to recogn1se m such manner and to such extent as 1t may think fit any trusts 1n respect of any of the shares of the Company Notw1thstandmg any such recogmtlon, the Company shall not be bound to see to the execubon, adm1n1strat1on or observance of any trust, whether express, 1mpl1ed or constructive, 1n respect of any shares of the Company and shall be entitled to recogmse and g1ve effect to the acts and deeds of the holders of such shares as 1f they were the absolute owners of those shares For these purposes. trust Includes any nght 1n respect of any share other than an absolute nght to that share vested 1n the holder of 1t for the t1me be1ng or any other nght 1n case of a transmiSSIOn of that share as are ment1oned 1n these art1cles 11 Varlat1on of class rights 11 1 Whenever the share cap1tal of the Company IS d1v1ded mto different classes of shares, all or any of the nghts attached to any class may, subject to the provts1ons of the Statutes, be vaned or abrogated tn such manner as those nghts may prov1de for or (1f no such prov1s1on IS made) etther w1th 11 1 1 11 1 2 the consent of the holders of not less than three-quarters m nommal value of the tssued shares of that class and such consent shall be by one or more Instruments, or w1th the authonty of a spectal resolutton passed at a separate meetmg of the holders of the shares of the class (but not otherw1se) and may be so vaned or abrogated e1ther whilst the Company IS a gotng concern or dunng or tn contemplation of a wmdmg up 11 2 All the prov1s1ons of these arttcles relattng to general meet1ngs of the Company and to the proceedings at those meet1ngs shall apply, mutat1s mutandiS, to every such separate generalmeettng except that 11 2 1 11 2 2 11 2 3 11 2 4 11 2 5 the quorum at any such meetmg shall be two persons holdmg or represent1ng by proxy at least one-thtrd 1n nomtnal value of the ISSued shares of the class, for the purposes of art1cle 11 2 1 any person present by proxy IS treated as holdtng or presenting only those shares m respect of wh1ch the proxy IS authonsed to exerc1se voting nghts, at any adjourned meet1ng any one holder of shares of the class present 1n person shall be a quorum, any holder of shares of the class present 1n person may demand a poll, and every such holder shall on a poll have one vote for every share of the class held by h1m

 Article 11 1 shall apply to the vanat1on or abrogation of the speetal nghts attached to some only of the shares of any class as 1f the shares concerned and the remam1ng shares of such class formed separate classes Unless otherwtse expressly provtded by the nghts attached to any class of shares those nghts shall not be deemed to be vaned by the creation or tssue of further shares rankmg equally w1th, or subsequent to, that class of shares or by the purchase or redemption by the Company of any of 1ts own shares Transfer of Shares 12 Form of transfers 12 1 Subject to the restnctlons 10 these articles, a member may transfer all or any of h1s shares m any manner whtch 1s perm1tted by the Statutes and IS from bme to t1me approved by the board 12 2 All transfers of uncertlficated shares shall be effected m accordance wtth the Statutes and the facthttes and reqUirements of the relevant system and otherwtse 1n accordance w1th any arrangements made by the dtrectors under arttcle 5 12 3 All transfers of certificated shares shall be effected by 1nstrument 10 any usual or common form, or 1n any other form acceptable to the board The mstrument of transfer shall be executed by or on behalf of, the transferor and (except tn the case of fully patd shares) by or on behalf of the transferee 13 Refusalto register a transfer 13 1The board may. 10 1ts absolute dtscretton, refuse to regtster 13 1 1 any transfer of a certificated share whtch IS not a fully pa1d share,and 13 1 2 any transfer of a share on whtch the Company has a hen provtded that 1n the case of any class of shares whtch IS admttted to tradmg on AIM the refusal does not prevent dealings 1n those shares from takmg place on an open and proper baSIS 13 2 The board may, m 1ts absolute dtscretton, decline to regtster the transfer of a certificated share unless the Instrument of transfer 13 2 1 IS 1n respect of only one class of share. 13 2 2 1s duly stamped, or adJudged or cert1fied as not chargeable to stamp duty, and IS depos1ted at the office, or at such other place as the board may from ttme to t1me deterrnme, and 13 2 3 (except where the shares are regtstered m the name of a market nomtnee and no certificate has been tssued for them) IS accompanted by the relevant share certtficate(s) and such other evtdence as the board may reasonably reqUire to

 show the nght of the transferor to make the transfer (and, 1f the mstrument of transfer 1s executed by some other person on h1s behalf, the authonty of that person so to do) 14 Retention of transfers All mstruments of transfer wh1ch are reg1stered may be reta1ned by the Company, but any Instrument of transfer wh1ch the board refuse to reg1ster shall (except 1n any case where fraud or any other cnme 1nvolvmg dishonesty 1s suspected) be returned to the person lodg1ng 1! 15 Further provisions relating to transfers 15 1 No fee will be charged by the Company for the reg1strat1on of any 1nstrument of transfer or other document or mstruc!lon relatmg to or affect1ng the t1tle to any shares or otherw1se for mak1ng any entry 1n the reg1ster affecting the tttle to any shares 15 2 The transferor shall be deemed to remam the holder of the shares concerned unt1l the name of the transferee 1s entered m the reg1ster m respect of them 15 3 Nothmg 1n these art1des shall preclude the board from recogms1ng a renunciation of the allotment of any share by the allottee 1n favour of some other person 15 4 Unless otherw1se agreed by the board 1n any part1cular case, the max1mum number of persons that may be entered on the reg1ster as JOint holders of a share IS four Destruction of Documents 16 Destruction of documents 16 1 Subject to compl1ance w1th any requ1rements of the Uncert1ficated Secunt1es Regulations m the case of uncert1ficated shares, the board may arrange the destruction of the followmg documents held by the Company 16 1 1 all share certificates wh1ch have been cancelled at any ttme after the exp1rabon of one year from the date of such cancellation, 16 1 2 all notifications of change of name and address and all d1v1dend mandates wh1ch have been cancelled or have ceased to have effect at any lime after the expuat10n of two years from the date of the recordmg them or. as the case may be, the date of such cancellation or cessation, 16 1 3 all mstruments of transfer of shares and all other documents representmg or purport1ng to represent the nght to be reg1stered as the holder of shares on the bas1s of wh1ch entnes have been made m the reg1ster at any t1me after the exp1rat1on of SIX years from the date of the entry on the reg1ster, 16 1 4 all pa1d d1v1dend warrants and cheques at any t1me after the exp1rat1on of two years from the date of actual payment,

 16 1 5 161 6 all appomtments (or records of appomtment) of proxy wh1ch have been used for the purpose of a poll at any lime after the exptralton of one year from the date of use, all appointments (or records of appomtment) of proxy whtch have not been used for the purpose of a poll at any lime after one month from the end of the meetmg to wh1ch the appomtment of proxy relates and at wh1ch no poll was demanded 16 2 It shall conclusively be presumed 1n favour of the Company that 16 2 1 16 2 2 16 2 3 16 2 4 16 2 5 every entry 1n the reg1ster purportmg to have been made on the basrs of an Instrument of transfer or other document so destroyed was duly and property made, every mstrument of transfer so destroyed was a vahd and effective Instrument duly and property registered, every share certificate so destroyed was a vahd cerllficate duly and property cancelled, every pard d1v1dend warrant and cheque so destroyed was duly pa1d, and every other document mentioned 1n article 16 1 so destroyed was a valid and effective document 1n accordance w1th the recorded particulars of rt 1n the books or records of the Company provtded that thts arbcle shall apply only to the destruction of a document 1n good fa1th and w1thout express nottce of any cla1m {regardless of the parttes to 1!) to whtch the document m1ght be relevant 16 3 Nothtng 1n thts art1cle shall be construed as tmposmg upon the Company or the board any habthty m respect of the destructJon of any such document earlier than stated 1n article 16 1, or 1n any other ctrcumstances, whtch would not attach to the Company or the board m the absence of th1s arttcle 16 4 References m th1s arttcle to the destruct1on of any document mclude references to 1ts dtsposalm any manner Transmission of Shares 17 Transmission If a member dtes, the surv1vors or surv1vor where the deceased was a JOint holder, or the personal representatives of the deceased where he was a sole or only survtvmg holder, shall be the only persons recogntsed by the Company as hav1ng any Iitie to h1s shares, but nothmg m these art1cles shall release the estate of a deceased holder (whether sole or JOint) from any hab1hty 1n respect of any share held by htm solely or JOintly

 18 Election of persons entitled by transmission 18 1 Any person becommg entitled to a share m consequence of a transmiSSIOn event may, on produc1ng such ev1dence as may be requ1red by the board (and subject to the following prov•s•ons of th1s art1cle), elect e1ther to be reg1stered as the holder of the share or to have another person nom1nated by h1m reg1stered as the holder of the share 18 2 If a person becom1ng entitled by transm1ss1on to a share elects to be registered as the holder he shall g1ve notice to the Company to that effect If he elects to have another person reg1stered and the share IS a cert1ficated share, he shall execute an 1nstrument of transfer of the share to that person If he elects to have h1mself or another person reg1stered and the share IS an uncert1f1cated share, he shall take any action the board may requ1re (mclud1ng w1thout llm1tat1on the execution of any document and the g1v1ng of any mstructson by means of a relevant system) to enable himself or that person to be registered as the holder of the share 18 3 All the hm1tatJons, restnct1ons and prov1s1ons of these art1cles relatmg to the nght to transfer and the reg1strat1on of transfers of shares shall apply to any such not1ce or transfer or other act1on as 1f 1t were a transfer effected by the person from whom the t1tle by transmiSSion 1s denved and as 1f the transmiSSIOn event had not occurred 19 Rights of persons entitled by transmission 19 1 Save as otherw1se prov1ded by or m accordance wtth these art1cles, a person becommg entitled to a registered share 1n consequence of a transmiSSIOn event (upon supplymg to the Company such ev1dence as the board may reasonably requ1re to show h1s t1tle to the share) shall be ent1tled to the same d1v1dends and other advantages as those to wh1ch he would be entitled 1f he were the holder of the share That person may g1ve a d1scharge for all d1v1dends and other moneys payable 1n respect of the share, but he shall not, before bemg reg1stered as the holder of the share, be entitled to attend or vote at meetmgs of the Company or to exerc1se any other nghts or pnv1leges of a member 1n relation to meetmgs of the Company, unless and unt1l he shall have become a member 1n respect of the share 19 2 The board may at any time g1ve notice requmng a person becoming ent1tled to a share on a transmiSSIOn event to elect to be reg1stered himself or to transfer the share and, 1f the notice 1s not complied w1th w1thm s1xty days, the board may w1thhold payment of all d1v1dends and other moneys payable 1n respect of the share until the reqUirements of the not1ce have been compiled w1th D1sclosure of Interests in Shares 20 Disenfranchisement 20 1 If the holder of, or any other person appeanng to be Interested m, any share has been g1ven not1ce under sect1on 793 of the 2006 Act (a section 793 notice) and has failed 1n relat1on to that share (the default share) to g1ve the Company the mformallon requ1red by that notice w1thm the prescnbed penod from the date of serv1ce of the not1ce, the

 restnctlons referred to below shall apply (provtded that the board may watve those restnctlons tn whole or tn part at any time) 20 2 If,whtle any of the restnctlons referred to below apply to a share.another share ts allotted tn nght of tt (or tn nght of any share to whtch thts arbcle apphes), the same restncbons shall apply to that other share as tf 1t were a default share 20 3 The restncltons referred to above are as follows 20 31 the holder of the default shares shall not be entttled tn respect of those shares to attend or vote at any general meetmg or at any separate meeting of the holders of that class of shares or on a poll, 20 32 m addttJon, where the default shares tn whtch any one person IS mterested or appears to the Company to be mterested represent 0 25 per cent or more m nomtnal value of the tssued shares of thetr class 20 321 any d1v1dend or other money whtch would otherwise be payable m respect of the default shares shall be retamed by the Company w1thout any hab1hty to pay Interest on 1t when such dtvtdend or other money IS finally patd to the member and the member shall not be entitled to rece1ve shares 1n heu of any dtvtdend, 20 3 2 2 no transfer of any shares held by the member shall be regtstered unless (a) the holder ts not himself 1n default as regards supplymg the tnformatton requtred and the holder prov1des evtdence to the sattsfactlon of the board that no person 1n default as regards supplymg such mformabon IS mterested tn any of the shares whtch are the subject of the transfer, or (b) the transfer 1s an approved transfer, or (c) registration of the transfer IS requtred by the Uncert1ficated Secunbes Regulations 20 4 For the purposes of th1s art1cle 20 41 a person other than the member holdmg a share shall be treated as appeanng to be mterested 1n that share 1f the member has Informed the Company that the person IS,or may be, so mterested, or 1f the Company (after tak1ng account of any mforrnat1on obtamed under any sect1on 793 not1ce and any other relevant mformat1on) knows or has reasonable cause to believe that the person 1s, or may be, so mterested, 20 4 2 an approved transfer 1n relatton to any shares IS a transfer under 204 21 a takeover offer (w1thm the meantng of sectton 974 of the 2006 Act) which relates to the share,or 20 4 2 2 a sale made through a recogmsed 1nvestment exchange (as defined m sect1on 285 of the Fmanc1al Serv1ces and Markets Act

 2000) or any other stock exchange or market outstde the Untied Ktngdom on whtch shares of that class are normally traded, or 204 2 3 a bona fide sale of the whole of the benefic1al mterest 1n the shares to a person whom the board 1s satisfied IS unconnected w1th the member or w1th any other person appeanng to be mterested 1n the share, 204 3 the percentage of 1ssued shares of a class represented by a part1cular holdtng shall be calculated by reference to the shares 1n 1ssue at the ttme that the section 793 not1ce IS served 21 Service of not1ces on non-members If a secbon 793 notice 1s g1ven by the Company to a person appeanng to be Interested 1n any share, a copy of the nottce shall be gtven to the holder at the same bme,but the fatlure or om1ss1on to do so, or the non-rece1pt by that person of the copy, shall not prejUdtce the operation of th1s article 22 Cessation of disenfranchisement 22 1 The sanctions under art1cle 20 shall have effect for the penod detenn1ned by the board betng not more than seven days after the earlier of 22 2 the Company bemg notified that the default shares have been transferred under an approved transfer or otherw1se 10 accordance w1th arttcle 20 3 2 2, or 22 3 the 1nfonnat1on requ1red by the section 793 notice has been rece1ved m wnt1ng by the Company to the sattsfactton of the board at the address supphed by the Company m the sect1on 793 not1ce or otherwtse expressly supplied by the Company for the purpose of rece1v1ng such 1nformat1on 22 4 If any dtvtdend or other dtstnbutton IS Withheld under arttcle 20 3 2 1 above, the member shall be entitled to rece1ve 1t as soon as practicable after the sanct1on ceases to apply 23 Conversion of uncertificated shares The Company may exerc1se any of 1ts powers under art1cle 5 3 m respect of any default share that 1s held m uncert1ficated form 24 Section 794 and 795 of the 2006 Act The provtstons of arttcles 20 to 23 are Without prejudice to the provtstons of section 794 and 795 of the 2006 Act, and tn parttcular the Company may apply to the Court under sect1on 794{1) of the 2006 Act whether or not these prov1S1ons apply or have been applied

 General Meetings 25 Annual general meetings The board shall convene and the Company shall hold annual general meetmgs m accordance wtth the Statutes 26 Other general meetings The board may convene other general meetmgs whenever tt thmks fit Other general meebngs shall also be convened by the board on a requtstlton by members tn accordance With the Statutes. or m default may be convened by such requ1stttomsts m accordance w1th the Statutes Other general meetmgs may also be convened m accordance Wtth arttcle 90 27 Separate general meetings SubJect to these arttcles and to any nghts for the ttme betng attached to any class of shares 1n the Company, the prov1s1ons of these arttcles relatmg to general meetmgs of the Company (tncludtng, wtthout ltmttat1on, provtstons relatmg to the proceedmgs at general meebngs or to the nghts of any person to attend or vote or be represented at general meebngs or to any restnctlons on these nghts) shall apply,w1th any necessary changes. tn relatton to every separate general meebng of the holders of any class of shares tn the Company 28 General meetings at more than one place 28 1A general meettng may be held at more than one place 1f 28 11 the nottce convemng the meettng spectfies that tlshall be held at more than one place, or 281 2 the board resolves, after the nottce conventng the meeting has been g1ven, that the meetmg shall be held at more than one place, or 28 1 3 tt appears to the chatrman of the meebng that the place of the meettng spectfied tn the nobce conventng the meeting IS tnadequate to accommodate all persons entttled and w1sh1ng to attend 28 2 A general meeting held at more than one place shalf be duly constituted and tis proceedings valtd 1f (1n addtt1on to the other prov1s1ons 1n these art1cles relatmg to meetmgs) the chairman of the meeting IS sattsfied that adequate fac11tt1es are ava1lable throughout the meettng to ensure that each person present at each place IS able to 28 21parttc1pate tn the busmess for which the meetmg has been convened. 28 2 2 hear and see all persons who speak (by the use of microphones, loudspeakers. audto-vtsual commumcat1ons equtpment or otherwise, whether such equ1pment IS m use when these articles are adopted or developed

 subsequently) rn each meeting place, and be heard and seen by all other persons so present rn the same way, 282 3have access to all documents wh1ch are requ1red by the Statutes or these art1cles to be made available at the meetmg, and 2824(1n accordance With h1s nghts under the Statutes and these articles) vote on a show of hands and on a poll and be represented by a proxy 28 3The meetmg shall be deemed to take place at the place at wh1ch the chairman 1s present (the principalvenue) 28 4 Article 38 shall apply to any mterruptlon or adjournment of a meetmg wh1ch IS bemg held 1n more than one place 28 5 Each person present 1n person at each meeting place shall be counted 1n the quorum for, and be ent1tled to vote at. the general meet1ng 29 Other arrangements for viewing/hearing proceedings The board may make arrangements for persons entitled to attend a general meetmg or an adjourned general meeting to be able to v1ew and hear the proceedings of, and to speak at, that meet1ng (1n the manner set out m art1cle 28) from a locat1on wh1ch IS not class1fied as a meeting place The persons attendmg at any such location shall not be regarded as present at the general meetmg or adjourned general meetmg and shall not be entitled to vote at the meeting The 1nab1hty for any reason of any person present at such a location to v1ew or hear all or any of the proceedmgs of, or to speak at, the meeting shall not affect the vahd1ty of the proceedrngs of the meetrng 30 Arrangements regarding levelof attendance The board may from t1me to time make such arrangements for hm1t1ng the level of attendance at any locat1on for wh1ch arrangements have been made under articles 28 and 29 as 1t cons1ders appropnate These arrangements may rnclude the 1ssue of t1ckets (on a bas1s Intended to afford all members and prox1es ent1tled to attend the meetmg an equal opportunity of bemg adm1tted to any spec1fic venue) or the Imposition of some random means of selection for adm1ss1on to that venue In this case, the arrangements must allow any members and prox1es excluded from attendance at the pnnc1pal venue to attend at one of the other venues 31 Change in place and/or time of meeting 31 1 If, after the g1v1ng of not1ce of a meetmg but before the meet1ng IS held. or after the adjournment of a meet1ng but before the adjourned meehng IS held (whether or not not1ce of the adJourned meet1ng IS requ1red), the board decides that 1t IS 1mpract1cable or unreasonable for reasons beyond 1ts control to hold the meetmg at the declared place (or any of the declared places, rn the case of a meetmg to which art1cle 28 apphes) and/or

 ttme, 1t may change the place (or as appropnate any of the places) and/or postpone the bme at wh1ch the meebng IS to be held 31 2 If such a dec1s1on IS made, the board may then change the place (or as appropnate any of the places) and/or postpone the lime aga1n 1f they dec1de that 1t IS reasonable to do so 31 3In either case 31 31 no new notice of the meeting need be g1ven,but the board shall, 1f practicable. advert1se the new place. date and/or bme of the meeting 1n at least one leadmg nat•onal datly newspaper and shall make arrangements for not1ces of the change of place and/or postponement to appear at the ongmal place and/or at the ong1nal t1me, and 31 3 2 notw1thstandmg article 53, an appOintment of proxy m relation to the meetmg may be deposited or delivered 1n any manner perrmtted by art1cle 53 11 or 53 1 2 at any t•me not less than 48 hours before any new t1me fixed for hold1ng the meetmg In calculating the 48 hour penod, the board may dec1de not to take account of any part of a day that 1s not a work1ng day 32 Securtiy The board and, at any general meeting, the cha1rman may make any arrangement and 1mpose any reqUirement or restnct1on 1t or he cons1ders appropnate to ensure the secunty of a meetmg mclud1ng, w1thout hm1tat1on, reqUirements for ev1dence of 1denhty to be produced by any person attendmg the meetmg, the search1ng of the1r personal property and the restncllon of 1tems that may be taken 1nto the meetmg place A d1rector or the secretary may refuse entry to a person who refuses to comply w1th these arrangements, reqUirements or restnct1ons They may also arrange for persons to be removed from a meeting Notci e of GeneralMeeti ngs 33 Rec1p1ents of notice Not1ce of a general meeting shall be g1ven to all members (other than any who, under these art1cles or the terms of ISSue of the shares they hold, are not ent1tled to rece1ve such notice from the Company), and to each of the d1rectors and to the aud1tors 34 Period of notice Save as permitted or requ1red by the Statutes, an annual general meet1ng shall be called by not less than 21 days' not1ce, and any other general meetmg by 14 days' not1ce 35 Contents of notice In add1tlon to the prov1s1ons of the Statutes relatmg to the contents of the not1ce of general meetmg (mclud1ng.m relat1on to the place of the meet1ng, by 1denbfymg the pnnc1pal venue and any other place at wh1ch the meetmg IS to be held under article 28), the not1ce shall

 1nclude deta1ls of any arrangements made for the purpose of art1cle 29 (makmg clear that part1c1pabon 1n these arrangements w111 not amount to attendance at the meetmg to wh1ch the notice relates) Proceedings at GeneralMeetings 36 Quorum 36 1 No bus1ness other than the appomtment of a cha1rman shall be transacted at any general meebng unless a quorum IS present at the t1me when the meet1ng proceeds to busmess and dunng the transaction of busmess Two persons entitled to vote upon the bus1ness to be transacted, each bemg a member, the proxy of a member or a duly authonsed representative of a corporat1on wh1ch 1s a member, shall be a quorum 36 2 If w1thm 15 mmutes from the bme fixed for a general meetmg (or such longer t1me as the chairman of the meetmg may th1nk fit to allow) a quorum IS not present, or 1f dunng the meebng a quorum ceases to be present, the meetmg, tf convened on the requ1S1tlon of members,shall be dissolved In any other case, the meetmg shall stand adjourned to such day, place and bme as may have been specified for the purpose m the not1ce conven1ng the meetmg or (1f not so specified) as the cha1rman may determ1ne 36 3 If at such adjourned meet1ng a quorum IS not present W1th1n 15 mmutes from the lime fixed for holdmg the meebng, the meet1ng shall be dissolved 37 Chairman 37 1 The cha1rman of the board (1f any), fallmg whom a deputy chairman (1f any), shall pres1de as cha1rman at a general meeting If there IS no such cha1rman or deputy cha1rman or 1f at any meeting ne1ther 1s present and w1lhng to act w1thm 15 mmutes after the t1me fixed for hold1ng the meebng, the directors present shall choose one of the1r number (or, 1f no director IS present and w1ll1ng to act, the members present and entitled to vote shall choose one of the1r number) to be cha1rman of the meeting 37 2 The cha1rman of the meetmg can take any act1on he cons1ders appropnate for the proper and orderly conduct of the busmess to be earned out at the general meetmg The chairman's dec1s1on on matters of procedure or ansmg rnc1dentally from thP. husrnP.ss of the meet1ng (mclud1ng whether or not a matter falls m these categones) shall be final 38 Adjournments 38 1 The cha1rman of any general meet1ng at wh1ch a quorum 1s present may w1th the consent of the meet1ng (and shall 1f so dtrected by the meebng) adjourn the meeting from t1me to t1me (or for an 1ndefimte penod) and from place to place, but no busmess shall be transacted at any adjourned meeting except busmess wh1ch m1ght lawfully have been transacted at the meeting from wh1ch the adJournment took place 38 2 In add1t1on, the cha1rman may w1thout such consent adjourn the meetmg to another t1me and/or place 1f 1n h1s opm1on

 36 21 3622 382 3 38 2 4 1t 1s or 1s likely to be 1mpracbcable to hold or continue the meetmg because of the number of members WIShing to attend, or the conduct of any persons attending the meetmg prevents or IS likely to prevent the orderly conduct of the bus1ness of the meetmg, or (where a generalmeetmg 1s bemg held at more than one place) the fac1htJes at any such place have become madequate for the purposes referred to 1n arbela 26 2, or adjournment IS otherw1se necessary so that the bus1ness of the meet1ng may be properly conducted 36 3 Noth1ng m this art1cle shall lim1t any other power vested m the cha'"nan to adjourn the meetmg 39 Place and time of adjourned meetings If a meeting 1s adjourned for 30 days or more, or for an mdefimte penod, at least seven days' not1ce shall be g1ven spec1fy1ng the bme and place (or places, m the case of a meebng to wh1ch art1cle 28 applies) of the adjourned meebng and the generalnature of the bus1ness to be transacted Otherwise 1t shalt not be necessary to g1ve any notice of an adjournment or of the bus1ness to be transacted at an adjourned meet1ng 40 Directors' entitlement to attend and speak A d1rector shalt be ent1tled to attend and speak at any general meet1ng or class meeting of the Company notw1thstandmg that he 1s not a member of the Company 41 Resolutions and amendments 41 1 Subject to the Statutes, a resolution may only be put to the vote at a general meetmg 1f the chairman of the meetmg 1n h1s absolute d1scretton dec1des that the resoluhon may properly be regarded as w1th1n the scope of the meeting 41 2 No amendment to a resolution to be proposed as an ord1nary resolution may be considered or voted on (other than a mere clencal amendment to correct a patent error) unless e1ther 41 2 1 41 2 2 at least 46 hours before the t1me f1xed for the meet1ng or adjourned meeting at wh1ch the ordmary resolution 1s to be considered, not1oe of the terms of the amendment and the Intention to move 11has been delivered by means of an Instrument to the office or such other place as may be spec1f1ed by or on behalf of the Company for that purpose, or reoe1ved tn an electrontc communication at such address (1f any) for the t1me betng not1fied by or on behalf of the Company for that purpose, or the chairman 1n h1s absolute d1scret1on dec1des that the amendment may be considered and voted on

 41 3 In the case of a resolut1on to be proposed as a spec1al resolution no amendment may be considered or voted upon, except an amendment to correct a patent error or as may otherw1se be perm1tted by law 41 4 If the chairman rules an amendment to any resolution admiSSible or out of order (as the case may be). the proceed1ngs on the resolution shall not be Invalidated by any error m h1s ruling Any ruling by the cha1rman 1n relation to a resolution or an amendment to a resolution shall be final and conclus1ve 41 5 W1th the consent of the chairman, a person who proposes an amendment to a resolution may w1thdraw 1t before 1t1s put to the vote 42 Methods of vot1ng and demand for a poll 42 1 At any general meet1ng a resolution put to the vote of the meeting shall be dec1ded on a show of hands unless a poll IS (before or 1mmed1ately after the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded by 42 11the cha1rman of the meet1ng. or 42 1 2 not less than five members present m person havmg the nght to vote on the resolut1on, or 421 3 a member or members present 1n person representing 1n aggregate not less than one tenth of the total votmg nghts of all the members havmg the nght to vote at the meet1ng,or 4214a member or members present m person holding shares tn the Company confernng a nght to vote at the meetmg, betng shares on wh1ch an aggregate sum has been pa1d up equal to not less than one tenth of the total sum pa1d up on all the shares confernng that nght 42 2 The appointment of a proxy to vote on a matter g1ves the proxy the authonty to demand or JOin 1n demandmg a poll on that matter In applymg the prov1s1on of thiS arbela, a demand by a proxy counts for the purposes of art1cle 42 1 2 as a demand by the member, for the purposes of art1cle 42 1 3 as a demand by a member representmg the vot1ng nghts that the proxy IS authonsed to exerc1se, and for the purposes of art1cle 42 1 4 as a demand by a member holding the shares to wh1ch those nghts are attached 43 Conduct of poll and declaration of result 43 1 If a poll 1s demanded before the declaration of the result of a show of hands and the demand IS duly Withdrawn, the meet1ng shall cont1nue as 1f the demand had not been made A demand for a poll may be Withdrawn w1th the consent of the chairman at any lime before the poll IS taken 43 2 Unless a poll IS demanded (and the demand 1s not Withdrawn) a declaration by the cha1rman that a resolut1on has been earned, or earned unammously, or by a particular maJonty, or lost and an entry to that effect m the m1nutes of the meet1ng shall be conclusive

 ev1dence of that fact wrthout proof of the number or proportion of the votes recorded for or agamst the resolution 43 3 If a poll IS demanded (and the demand rs not wrthdrawn), rt shall be taken m such manner as the charrman may drrect A poll demanded on the electiOn of a charrman or on a questron of adjournment shall be taken rmmedrately A poll demanded on any other questton shall be taken erther tmmedrately or at such subsequent trme (betng not more than 30 days after the date of the meebng at whtch the poll was demanded) and place as the charrman may drrect No nobce need be grven of a poll whether taken at or after the meeting at whtch 1t was demanded The result of a poll shall be deemed to be the resolut1on of the meetrng at whrch the poll was demanded 43 4 The charrman may appomt scrutrneers (who need not be members) 43 5 On a poll votes may be grven erther personally or by proxy or (rf the member rs a corporat1on) by the authonsed representative and a person entitled to more than one vote need not use all hrs votes or cast all the votes he used rn the same way 44 Continuance of meeting The demand for a poll shall not prevent the contrnuance of a meetmg for the transact1on of any busrness other than the questron on wh1ch the poll has been demanded Votes of Members 45 Voting rights 45 1 Subject to these art1cles and to any spec1al nghts or restnct1ons as to votmg for the ttme bemg attached to any class of shares tn the Company, on a vote on a resolutton (whether on a show of hands or on a poll) members, therr duly appo1nted proxres and duly authonsed representatives of corporate members shall have voting nghts as prov1ded 1n the Statutes, except that on a vote on a resolut1on on a show of hands at a meetmg a proxy has one vote for and one vote agatnst the resolutton tf the proxy has been duly appotnted by more than one member entttled to vote on the resolution and etther 451 1 the proxy has been mstructed by one or more of those members to vote tn one way and has been rnstructed by one or more other of those members to vote m the other way, or 45 1 2 the proxy has been rnstructed by one or more of those members to vote tn one way and IS g1ven d1scret1on as to how to vote by one or more other of those members and w1shes to use that dtscretton to vote tn the other way 45 2 Noth1ng 1n these artrcles shall have the effect of permrtttng votes to be cast m advance on any resolution on a poll taken at a meetmg 45 3 For the avo1dance of doubt (and w1thout hm1t1ng arttcle 46), arttcle 2 1 3 shall apply to thts arttcle and a member present by proxy shall be deemed to be present tn person

 46 Corporations actmg by representatt ves Any corporation which ts a member of the Company may (by resolution of tis board or other govem1ng body) authonse any person or persons to act as tis representative or representattves at any meebng of the Company, or at any separate meebng of the holders of any class of shares tn accordance w1th the Statutes The board or any director or the secretary may (but shall not be bound to) requtre evtdence of the authonty of any representattve 47 Votes of JOint holders In the case of JOint holders of a share the vote of the sentor who tenders a vote shall be accepted to the excluston of the votes of the other JOtnt holders and for tht s purpose sentonty shall be detemmned by the order tn whtch the names stand 1n the regtster tn respect of the relevant share 48 Members incapable of managtng their affairs A member who tS a patient for any purpose of any statute relatJng to mental health or tn respect of whom an order has been made by any court havtng Junsdtctton (anywhere 1n the world) 1n matters concemtng the protection or management of the affatrs of persons mcapable of managtng thetr own affairs, may vote, whether on a show of hands or on a poll, by h1s committee,rece1ver, curator bonts or other person tn the nature of a committee, recetver or curator bonts appotnted by that court, and any such commrttee, recetver, curator bonts or other person may, on a show of hands or on a poll, vote by proxy Evrdence to the sabsfact1on of the board of the authortty of the person clatmtng the nght to vote shall be depostted at the office, or at such other place (tf any) as ts spectfied for the delivery or recerpt of appotntments of a proxy tn accordance wtlh these arttcles, not later than the last trme by wh1ch the appotntment of a proxy must be delivered or recetved 1n order to be vahd for use at the meet1ng or adjourned meettng or on the hold1ng of the poll at or on wh1ch the person proposes to vote and tn default the nght shall not be exerctsable 49 Calls In arrears Unless the board otherw1se determmes, a member shall not be entttled to vote at a general meebng etther personally or by proxy or (tf the member IS a corporatton) by authonsed representative tn respect of any share held by htm or to exerctse any other nght conferred by membershtp 1n relatton to meettngs of the Company 1f any call or other sum presently payable by htm to the Company 1n respect of that share rematns unpaid 50 Objections to votmg No obJecbon shall be ra1sed as to the qualtflcabon of any person to vote or as to the adm1ss1b1hty of (or excluston of) any vote except at the meettng or adjourned meettng or poll at whrch that vote tS g1ven or tendered Any objection shall be referred 1n due ttme to the chatrman of the meettng and shall only vttJate the dec1ston of the meettng or poll on any resolution 1f the chatrman dectdes that the same may have affected that dec1s1on The deCISIOn of the chatrman on such matters shall be final and conclustve

 ! 51 Failure to vote In accordance with Instructions The Company shall have no obligation to enqu1re whether a proxy or corporate representative has voted m accordance with 1nstruct1ons g1ven to h1m by the member or members he represents Any fa1lure by a proxy or corporate representa!tve to vote m accordance w1th mstruct1ons shall not affect the vahd1ty of the vote Proxies 52 Appomtment and form of proxy 52 1 A proxy need not be a member of the Company 52 2 The appointment of a proxy shall not preclude a member from attending and voting m person at the meet1ng or on the poll concerned 52 3 An appomtment of proxy shall be 52 31 by means of an mstrument or contamed 1n an electromc commumcat1on, 52 3 2 in any usual or common form or 1n any other form wh1ch the board may from t1me to t1me approve, and 52 33 be executed by the appomtor or h1s agent or,1f the appo1ntor IS a corporat1on of a duly authonsed officer, attorney or other authonsed person or under 1ts common seal For the purpose of thts art1cle and art1cle 53 an electromc commun1cat10n which contams a proxy appotntment need not compnse wntmg 1f the board so determmes and m such case, 1f the board so determmes, the appointment need not be executed but shall Instead be subject to such cond1tJons as the board may approve 52 4 The board may, 1f 1t thmks f1t,but subject to the StaMes, at the Company's expense send forms of proxy for use at the meetmg and tssue 1nv1tat1ons contamed 1n electromc commumcat1ons to appomt a proxy m relat1on to the meetmg m such form as the board may approve 52 5 A member may appoint more than one proxy m relabon to a meeting, provtded that no more than one proxy IS appomted per share The member must specify the number of shares 1n respect of wh1ch each proxy IS entitled to exerc1se nghts 53 Depos1t of proxy 53 1 Without prejud•ce to art1cle 31 3 the appo1ntment of a proxy shall 53111n the case of an mstrument, be delivered personally or by post to the office or such other place w1thm the Umted Kmgdom as may be spec1fied by or on behalf of the Company for that purpose 53 1 1 1 m the nobce convemng the meetmg, or 22 ----------

 5311 2 H) any fonn of proxy sent by or on behalf of the Company 1n relabon to the meet1ng, at least 48 hours before the t1me fixed for holding the meeting at wh1ch the person named m the appomtment proposes to vote, or 5312 531 3 5314 10 the case of an appointment contained m an electromc commumcatlon, where an address has been spec1fied by or on behalf of the Company for the purpose of rece1vmg electromc commun1cabons 531 21 m the nobce conven1ng the meetmg, 531 2 2 m any fonn of proxy sent by or on behalf of the Company 1n relation to the meet1ng,or 531 2 3 m any mv1tat1on contamed 1n an electronic commumcat1on to appomt a proxy 1ssued by or on behalf of the Company m relation to the meetmg, be rece1ved at that address not less than 48 hours before the time appomted for holdmg the meetmg at wh1ch the person named m the appomtment proposes to vote, or m either case, where a poll IS taken more than 48 hours after 1t 1s demanded, or m the case of an adJourned meebng to be held more than 48 hours after the t1me fixed for the ong1nal meetmg, be delivered or rece1ved as set out 1n article 53 1 1 or 53 1 2 after the poll has been demanded or meet1ng adjourned at least 24 hours before the t1me appo1nted tor the takmg of the poll or (as the case may be) takmg the meetmg, or 10 the case of an mstrument. where a poll1s not taken at the meeting at wh1ch 1t IS demanded but 1s taken 48 hours or less after 1t was demanded. or m the case of an adJOUrned meetmg to be held 48 hours or less after the t1me fixed for the ongmal meetmg, be delivered at the meetmg at wh1ch the poll was demanded or (as the case may be) delivered at the ongmal meetmg to the cha1rman or to the secretary or to any director or as directed at the meetmg by the cha1nnan, but the board may dec1de to treat a proxy as vahd notw1thstandmg that 11 has not been rece1ved 1n accordance w1th th1s prov1s1on In calculatmg the penods mentioned m thiS art1cle 53 1, the board may dec1de not to take account of any part of a day that 1s not a work1ng day 53 2 Without llm1t1ng articles 52 or 53 1, m relat1on to any shares wh1ch are held 1n uncert1ficated form, the board may from time to time penn1t appointments of a proxy to be made by means of an electromc commumcat1on m the form an Uncert1ficated Proxy Instruction The board may 1n a s1m1lar manner perm1t supplements to,or amendments or revocat1ons of, any such Uncert1ficated Proxy Instruction to be made by hke means The board may 1n

 add1t1on prescnbe the method of determ1mng the t1me at wh1ch any such properly authenticated dematenahsed Instruction (and/or other mstruct1on or notification) IS to be treated as rece1ved by the Company or such participant Notw1thstandmg any other prov1s1on 1n these articles, the board may treat any such UncertJficated Proxy Instruction wh1ch purports to be or 1s expressed to be sent on behalf of a holder of a share as suffic1ent evidence of the authonty of the person sendmg that 1nstruct1on to send 1t on behalf of the holder For the purpose of th1s art1cle. Uncertlficated Proxy Instruction means a properly authenticated dematenalised 1nstruct1on and/or other 1nstruct1on or notification, wh1ch 1s sent by means of the relevant system concerned and rece1ved by such part1c1pant m that system act1ng on behalf of the Company as the board may prescnbe, m such form and subject to such terms and cond1t1ons as may from t1me to t1me be prescnbed by the board (subject always to the fac11it1es and reqUirements of the relevant system concerned) 53 3 In the case of an appointment executed by an agent of a member who IS not a corporation, there shall also be delivered or rece1ved, m the manner set out rn art1cle 53 1, the authonty under wh1ch the appomtment 1s executed or an office copy of 1t or a copy of 1t certified 1n accordance w1th sect1on 3 of the Powers of Attorney Act 1971 In the case of an appOintment s1gned by an officer or other agent of a corporation, the board may also reqUire there to be delivered or rece1ved, m the manner set out m art1cle 53 1, the authonty under wh1ch the appointment IS s1gned, or a notanally certified copy of 1t, or such other authontles or documents as shall be spec1fied m the nobce of the relevant meebng or m any appomtment of proxy 1ssued by the Company 1n connect1on w1th the relevant meetmg 53 4 If the appomtment of proxy 1s not delivered or rece1ved 1n the manner reqUired above, the appointment shall not be treated as vahd and the person named 1n the appomtment of proxy shall not be entitled to vote 1n respect of the shares m question 53 5 No appointment of proxy shall be valrd after the exp1rat1on oif 12 months from the date stated m 1t as the date of 1ts execution, except a power of attorney conta1n1ng a power to act and vote for a member at meetmgs of the Company, and such a power,1f duly notified to the Company once, shall not need to be delivered to or rece1ved by the Company agam 53 6 If two or more valid appo1ntments of proxy are rece1ved m respect of the same share for use at the same meet1ng or on the same poll, the one wh1ch was executed last shall be treated as replacing and revokmg the others, 1f the Company IS unable to determme wh1ch was executed last, none of them shall be treated as valrd 1n respect of that share 53 7 An appomtment of a proxy shall, unless the contrary IS stated on the proxy, be valid as well for any adjournment of the meetmg as for the meetmg to wh1ch 1t relates An appomtment relat1ng to more than one meeting (1ncludmg any adjournment of a meetmg) hav1ng been duly delivered for the purposes of any meeting shall not reqUJre to be delivered aga1n m relat1on to any subsequent meetmgs to wh1ch 1t relates 53 8 An appointment of proxy shall be deemed to mclude the nght to demand or JOin m demanding a poll and to vote on any amendment of a resolution put to the meeting for

 whtch 1t 1s gtven as the proxy thmks fit and to exerctse the nghts to speak at the meetmg of the member or members he represents 54 Termination of authority of proxy A vote gtven or poll demanded by proxy or by an authonsed representative of a corporation shall be vahd notwtthstandtng the prevtous termtnabon of the authonty of the person vottng or demandtng a poll or (until entered 1n the regtster) the transfer of the share 1n respect of whtch the appotntment of the relevant person was made unless notice of the termtnatton or transfer shall have been rece1ved as mentioned 1n the next sentence at least 24 hours before the time fixed for the meetmg or adjourned meeting or (m the case of a poll not taken on the same day as the meet1ng or adjourned meet1ng) the time fixed for the takmg of the poll at whtch the vote IS cast Such notice of termtnatlon shall be e1ther by means of an Instrument delivered to the office or to such other place w1thm the Un1ted K1ngdom as may be specified by or on behalf of the Company 1n accordance w1th arbela 53 1 or contained 1n an electronic communtcabon rece1ved at the address (1f any) specified by or on behalf of the Company m accordance w1th arttcle 53 2 regardless of whether any relevant proxy appointment was effected by means of an Instrument or conta1ned 1n an electronic communication For the purpose of thts art1cle, an electronic commun1cat1on wh1ch conta1ns such nottce of determ1nat1on need not compnse wntmg 1f the board has determmed that the electroniC commun1cat1on whtch conta1ns the relevant proxy appotntment need not compnse wntmg In calculatmg the penod mentioned 1n th1s art1cle 54, the board may dectde not to take account of any part of a day that 1s not a workmg day D1rectors 55 Number of directors The number of dtrectors (other than alternate directors) shall not be less than two or more than 10 The Company may, by ordmary resolutton, from t1me to t1me vary the mm1mum and/or maxtmum number of dtrectors 56 Directors shareholding qualification A dtrector shall not be reqwed to hold any shares of the Company by way of qualificatiOn Appointment and Retirement of Directors 57 Eligibility for election No person other than a dtrector retmng at the meet1ng shall be eligible for appointment as a dtrector at any general meeting unless he IS recommended by the board for election, or unless not less than seven nor more than 42 days before the day appointed for the meetmg there shall have been g1ven to the Company notice, executed by a member (other than the person to be proposed) entitled to attend and vote at the meet1ng, of h1s 1ntenbon to propose such person for appomtment, and also notice 1n wnt1ng s1gned by the person to be proposed of hts Willingness to be elected The nottce to be lodged by the proposmg

 member shall state the parttculars of the nomtnee whtch would, If he were appotnted, be requtred to be mcluded tn the Company's regtster of dtrectors 58 Appointment by ordinary resolution or by directors Subject to these articles, the Company may by ordtnary resolubon appotnt any person to be a dtrector etther to fill a casual vacancy or as an addttlonal dtrector In addttlon, the board may at any bme appotnt any person to be a dtrector etther to fill a casual vacancy or as an addtttonal dtrector In etther case, the total number of dtrectors shall not at any ttme exceed the maxtmum number {tf any) fixed by, or tn accordance w1th, these arttcles Any person so appo1nted by the board shall hold office only unttl the next annual general meetmg and shall then be ehgtble for election, but shall not be taken tnto account tn determ1nmg the number of d1rectors who are to rettre by rotation at such meebng 59 Separate resolutions for appomtment of each director A resolutton of a general meebng for the appomtment of a dtrector shall relate to one named person,a stngle resolutton for the appomtment of two or more persons as dtrectors shall be votd, unless a resolutton that tt shall be so proposed has ftrst been agreed to by the meeting wtthout any vote betng gtven agatnst tt 60 Retirement of dtrectors by rotation At each annual general meettng at least one-thtrd of the dtrectors excludmg those reqUired to retire at that annual general meeting under article 58 or, tf thetr number ts not three or an mtegral multiple of three,the number nearest to but not exceedtng one-th1rd, shall rettre from office 61 Selection of dtrectors to retire 61 1 Subject to the Statutes and these arttcles, the directors to rettre by rotatton shall mclude (so far as necessary to obtam the number requtred) any dtrector who wtshes to retire and not to offer htmself for re-appomtment Any further directors to rettre by rotatton shall be those of the other dtrectors who have been longest tn office smce thetr last appotntment or re-appointment,but as between persons who were last appomted or re-appotnted dtrectors on the same day, those to rettre shall (unless they otherwtse agree among themselves) be determmed by lot 61 2 The dtrectors to ret1re on each occaston shall be determtned by the compostlton of the board at the date of the notice convenmg the annual general meetmg and no dtrector shall be requtred to retire, or be relteved from ret1nng, by reason of any change tn the number or tdenbty of the dtrectors after the date of such nottce but before the close of the meetmg The names of the dtrectors to rettre by rotatton shall be stated tn the nottce of the annual general meetmg or tn any document accompanymg 1t 61 3 A dtrector retmng under arttcle 58 or article 60 shall be ehgtble for re-appomtment

 62 When directors deemed to be re-appointed The Company may at the meeting at wh1ch a d1rector retires under any prov1s1on of these art1cles, by ord1nary resolut1on fill the office bemg vacated by electmg to that office the rebnng d rector or some other person ehg1ble for appomtment In the absence of such a resolution, the rehnng d rector shall, 1f wtlhng to act, be deemed to have been re-appomted unless at the meetmg 1t IS resolved not to fill the vacancy or a resolution for the re appointment of the d rector IS put to the meetmg and lost If the d rector IS not re-appomted or deemed to have been re-appointed, he shall retam office unt1l the meetmg resolves to appo1nt another person m h1s place or not to fill the vacancy, or the resolution to appomt h1m IS put to the meetmg and lost, or otherw1se unt1l the end of the meetmg 63 Additionalpowers of the Company The Company may by spec1al resolution, or by ordinary resolution of wh1ch spec1al not1ce has been g1ven m accordance With the Statutes, remove any director from office notw1thstand1ng any prov1s1on of these art1cles or of any contract between the Company and such d rector (but w1thout preJUdice to any clatm he may have for damages for breach of any such contract) and by ordmary resolution appomt another person 1n place of a director so removed from office, and any person so appomted shall be treated, for the purpose of determmmg the t1me at wh1ch he or any other director IS to retire by rotation, as 1f he had become a d rector on the day on wh1ch the d rector m whose place he IS appomted was last elected a d1rector In default of such appomtment. the vacancy ans1ng upon the removalof a director from office may be filled as a casual vacancy 64 Disqualification of a director The office of director shall be vacated m any of the followmg Circumstances 64 1 he IS removed or proh1b1ted from bemg a d rector under any proviSions of the Statutes or these art1cles. 64 2 he g1ves to the Company notice executed by h1m of h1s w1sh to res1gn, 1n wh1ch event he shall vacate that office on the delivery of that not1ce to the Company or at such later t1me as 1s specified m the notice, 64 3 tf he becomes bankrupt, msolvent or makes any arrangement or compos1tton With h1s cred1tors generally or shall apply to the court for an 1ntenm order under sect1on 253 of the Insolvency Act 1986 m connection w1th a voluntary arrangement under that Act,or 64 4 1f he IS, or may be, suffenng from mental d1sorder and/or e1ther he IS admitted to hospital for treatment, or an order IS made by a court (whether 1n the Un1ted K1ngdom or elsewhere) havmg Junsd1ctton 1n matters concernmg mental disorder for h1s detention or for the appomtment of a recetver, curator bon1s or other person to exerctse powers With respect to h1s property or affa1rs and,1n e1ther case,the board resolves that h1s office be vacated, or 64 5 hav1ng been appomted for a fixed term, the term exp res or h1s office as a d rector IS vacated under article 58, or 27

 64 6 he 1s absent from meetmgs of the board for SIX consecut1ve months w1thout leave and h1s alternate d1rector (1f any) has not. dunng such penod. attended 10 hiS place and the board resolves that h1s office be vacated, or 64 7 he IS removed from office by not1ce g1ven to h1m and executed by all of h1s co-directors (or the1r alternates), but so that 1n the case of a director hold1ng an executive office wh1ch automatically deterrrunes on h1s ceasmg to be a director such removal shall be deemed an act of the Company and shall have effect w1thout prejudice to any cla1m for damages 1n respect of the consequent termmat1on of h1s executive office 65 Executive office 65 1 The board may appo1nt one or more d1rectors to hold any execulive office (mcludmg the office of cha1rman, manag1ng d1rector or ch1ef execut1ve) on such terms and for such penod (subject to the Statutes) as 1t may determme and may at any t1me revoke or term1nate any such appointment. w1thout preJUdice to any cia1m under any contract entered mto m any particular case 65 2 The appmntment of any d1rector to any execut1ve office specifically referred to m art1cle 65 1 shall automatically determine tf he ceases to be a d1rector but w1thout preJUdice to any cla1m for damages for breach of any contract of serv1ce between h1m and the Company The appointment of any d1rector to any other execut1ve office shall not automatically determme 1f he ceases to be a director, unless the contract or resolut1on under wh1ch he holds or IS removed from off1ce shall expressly state that 1t shall, m wh1ch event that cessation shall be w1thout preJUdice to any cla1m for damages for breach of any contract of serv1ce between h1m and the Company Alternate Otrectors 66 Power to appomt altemate directors Any d1rector (other than an alternate d1rector) may appo1nt any person (mcludmg another director) to be h1s alternate d rector, and may remove h1m from that off1ceThe appomtment as an alternate d1rector of any person who IS not himself a director shall be subject to the approval of the maJonty of the other directors or a resolution of the board Any of the directors may appomt the same alternate drrector 67 Formalities for appointment and termination 67 1 Every appointment and removal of an alternate director shall be made by not1ce to the Company executed by the director mak1ng the appointment or removal (or 1n any other manner approved by the board) and shall, be effect1ve (subJect to art1cle 66) on rece1pt of such notice by the Company wh1ch shall, 1n the case of a not1ce conta1ned rn an mstrument. be at the office or at a board meet1ng or m the case of a notice contamed m an electronrc communrcatron be at such address (1f any) for the t1me be1ng not1fied by or on behalf of the Company for the purpose

 67 2 The appomtment of an alternate director shall determine on the happenmg of any event wh1ch, 1f he were a d1rector, would cause h1m to vacate such office or 1f h1s appomtor ceases to be a d1rector (otherw1se than by ret1rement by rotation or otheiWise at a general meebng at wh1ch he IS re-appointed or deemed to be re-appomted) or 1f the approvalof the d rectors to h1s appointment IS Withdrawn 67 3 An alternate director may, by g1vmg notice to the Company, executed by h1m, res1gn such appointment 68 Alternate to receive notices An alternate director shall be entitled to rece1ve not1ces of board meetmgs and of all meetmgs of comm1ttees of wh1ch the director appo1nbng h1m IS a member to the same extent as the d rector appo1ntmg h1m and shall be entitled to attend and vote as a director and be counted for the purposes of a quorum at any such meetmg at wh1ch the d rector appomtlng h1m IS not personally present, and generally at such meetmg, to exerc1se and discharge all the funct1ons, powers and duties of h1s app01ntor as a directorFor the purposes of the proceedings at such meet1ng, these art1cles shall apply as 1f he (mstead of h1s appomtor) were a d rector If he shall h1mself be a director, or shall attend any such meeting as an alternate for more than one director, h1s voting nghts shall be cumulative but he shall count as only one for the purpose of determ1n1ng whether a quorum IS present If h1s appointor IS for the time be1ng absent from the Umted Kmgdom, or temporanly unable to act through Ill-health or d1sab1hty, h1s s1gnature to any resolution 1n wntlng of the d1rectors shall be as effect1ve as the s1gnature of h1s appointor An alternate d1rector shall not (save as aforesaid) have power to act as a d1rector nor shall he be deemed to be a d1rector for the purposes of these art1cles 69 Alternate may be paid expenses but not remuneration An alternate director shall be entitled to be repaid expenses, and to be mdemmfied, by the Company to the same extent as 1f he were a director, but he shall not be entitled to rece1ve from the Company any remuneration 1n respect of h1s serv1ces as an alternate director, except such proportion (1f any) of the remuneration otherw1se payable to h1s appomtor as such appo1ntor may by nobce to the Company from time to t1me d1rect 70 Alternate not an agent of appointor Except as otherw1se expressly prov1ded m these articles, an alternate director shall be subJect m all respects to these articles relatmg to directors Accordmgly, except where the context otherwise requ1res, a reference to a d1rector shall be deemed to mclude a reference to an alternate director An alternate d1rector shall be responsible to the Company for h1s own acts and defaults and he shall not be deemed to be the agent of the d1rector appomt1ng h1m

 Remuneration, Expenses and Pensions 71 Directors' fees The fees of the directors for the1r serv1ces as d1rectors shall not exceed 1n aggregate £200,000 1n any financ1al year (or such higher amount as the Company may from to t1me by ordtnary resolutton determtne) Subject to th1s ltm1 t each d1rector who does not hold an execut1ve office or employment wtth the Company or a subs1d1ary of the Company shall be pa1d a fee (to accrue from day to day) at such rate as IS from t1me to t1me determtned by the board Any fee payable under th1s article 71 shall be d1stmct from any remuneration payable by the Company to executtve drrectors under serv1ce agreements or other amounts payable to a d1rector under other prov1s1ons of these artrcles 72 Directors' remuneration Any director who holds any executive office (lncludtng for th1s purpose the office of cha1rman or deputy chairman whether or not such office IS held 1n an execut1ve capactty) or who serves on any comm1ttee or who acts as trustee of a retirement benefits scheme or employees' share scheme or who otherwise performs serv1ces wh1ch. 1n the op1nton of the board are beyond the ordinary duties of a d1rector may be pa1d such extra remuneration by way of salary, comm1ss1on or otherw1se as the board may determtne Any payment of a k1nd descnbed tn th1s art1cle 72 shall not be regarded as a fee falling w1thtn the prov1s1ons of art1cle 71 73 Expenses The Company w1ll pay to any d1rector all proper and reasonable expenses mcurred by h1m m attendmg and return1ng from meet1ngs of the d1rectors or of any committee or general meetings or otherw1se 1n connection w1th the busmess of the Company or 1n the performance of hts dulles as a d1rector 74 Pensions and other benefits The board shall have power to pay, provide or procure the grant of retirement, death or d1sab1hty benefits, annu1!1es or other allowances, emoluments,benefits or gratwttes to any person who IS or has been at any t1me d1rector of, or 1n the employment or serv1ce of, the Company or of any other undertakmg wh1ch ts or was at some 11me 74 1the parent undertakmg of the Company, or 74 2 a subs1d1ary undertaktng of the Company or of such parent undertaking, or 74 3 otherw1se assoc1ated wtth the Company or any such parent or subs1d1ary undertakmg, or of the predecessors 1n bustness of the Company or of any such parent or subs1d1ary undertaking or assoctate and to the famthes and other relatives or dependants of any such person For that purpose the board may establish and ma1nta1n or part1c1pate 1n or contnbute to any trust, scheme, assoc1at1on, arrangement or fund or pay prem1ums

 General Powers of Directors 75 Business to be managed by the directors The busmess and affairs of the Company shall be managed by the board whtch, subject to the Statutes, these arttcles and any dtrectlons gtven by ordmary resolution, may exerctse all the powers of the Company No alteration of these arttcles and no such resolution shall tnvahdate any pnor act of the board wh1ch would have been vahd tf that alteration had not been made or that resolution had not been passed The general powers g1ven by lhts arttcle shall not be hm1ted by any speCial authonty or power gtven to the board by these articles or any resolution of the Company 76 Provtsion for employees The board may exerctse any of the powers conferred by the Statutes to make prov1s1on for the benefit of any persons employed or formerly employed by the Company or any of 1ts substdlanes m connection w1th the cessation or the transfer to any person of the whole or part of the undertakmg of the Company or any of tis substdlanes 77 Localboards 77 1 The board may make such arrangements as they thmk fit for the management and transaction of the Company's affairs m any spectfied locality, whether tn the Umted Kingdom or elsewhere, and, Without prejudice to the generality of the foregomg, may 7711establish any d1v1s1onal or local boards, commtttees or agenc1es for manag1ng any of the affairs of the Company and may appomt any one or more of the directors, or any other persons, to be members of such boards, commtttees, or agenc1es, or to be managers or agents.and may fix the1r remuneratiOn, 771 2 delegate to any dtvtstonal or localboard or commtttee, manager or agent any of tis powers, authontles and dtscrettons (wtth power to sub-delegate), 771 3 authonse the members of any dtVIStonal or localboards or commtttees or any of them to fill any vacanctes 1n them,and to act nolwtlhstandmg vacanc1es 77 2 Any such appotntment or delegatton may be made upon such terms and subject to such condthons as the board thtnks fit, and the board may remove any person so appomted, and may revoke or vary any such delegatton,but no person dealing 1n good fatth shall be affected by the revocatton or vanatlon 78 Powers of attorney and agents The board may, by power of attorney or otherwise, appotnt any person to be the agent of the Company for such purposes and w1th such powers, authont1es and d1screttons (not exceeding those vested m the board) and on such terms as the board determines and may delegate to any person so appotnted any of tts powers, authonttes and dtscrehons (wtlh power to sub-delegate) Any such appotntment may conta1n such provtslons for the protection and convemence of persons dealtng wtth any such attorney as the board may

·----------------.-th1nk fit The board may revoke or vary such appomtment, but no person dealing m good fa1th shall be affected by the revocation or vanat1on 79Signature on cheques, etc All cheques, prom1ssory notes, drafts, b1lls of exchange, and other negobable or transferable Instruments, and all receipts for moneys pa1d to the Company, shall be s1gned, drawn, accepted, endorsed, or otherw1se executed, as the case may be, m such manner as the board (or any duly authonse<l comm1ttee of the board) shall from time to time determme Directors' Interests 80Director may have mterests 80 1 For the purpose only of articles 81 to 87 below 80 1 1 a conf11ct of 1nterest 1ncludes a conflict of 1nterest and duty and a conflict of duties, 801 2 an mterest means a d1rect or an 1nd1rect mterest, 801 3 an 1nterest, transaction or arrangement of wh1ch a d1rector IS aware mcludes an mterest, transaction or arrangement of wh1ch that d1rector ought reasonably to be aware 81 Power of the board to authorise conflicts of mterest 81 1The board may authonse any matter proposed to It 1n accordance With these articles whtch would, 1f not so authonsed, 1nvolve a breach by a dtrector of h1s duty to avo1d conflicts of 1nterest under the Statutes, 1nclud1ng, Without 1tm1tat1on, any matter wh1ch relates to a s1tuat1on (a relevant situation) 1n which a d1rector has, or can have, an mterest whtch confl1cts, or poss1bly may conflict, w1th the mterest of the Company or the explo1tat1on of any property, 1nformatton or opportunity, whether or not the Company could take advantage of 1t, but excludmg any Interest wh1ch cannot reasonably be regarded as likely to g1ve nse to a conflict of mterest The prov1s1ons of th1s art1cie do not apply to a conflict of mterest ansmg m relat1on to a transaction or arrangement wtth the Company 81 2 Any such authonsat1on w1ll be effect1ve only 1f 81 21 any reqwement as to quorum at the meetmg at whtch the matter IS considered IS met Without countmg the dtrector m quesbon or any other mterested director, and 81 2 2 the matter was agreed to Without thetr vot1ng or would have been agreed to 1f the1r votes had not been counted

 81 3 The board may (whether at the t1me of the g1v1ng of the authonsatiOn or subsequently) make any such authonsatlon subject to any hm1ts or cond1t1ons It expressly Imposes but such authonsatlon IS otherw1se g1ven to the fullest extent perm1tted 81 4 The board may vary or termmate any such authonsabon at any t1me 81 5 Prov1ded that art1cle 82 IS complied w1th, a director, notw1thstand1ng h1s office 81 51 may be a party to or otherw1se be Interested 1n any transaction or arrangement w1th the Company or 1n which the Company 1s otherwise Interested, 81 52 may hold any other office or place of profit under the Company (except that of aud1tor or of aud1tor of a subs1d1ary of the Company) m conjunction w1th the office of director and may act by himself or through h1s firm m a profess1onal capac1ty for the Company, and m any such case on such terms as to remuneration and otherw1se as the board may arrange, e1ther m add1t1on to or m lieu of any remuneration prov1ded for by any other art1cle, and 81 53 may be a director or other officer of, or employed by, or a party to any transaction or arrangement w1th or otherw1se mterested 1n, any company promoted by the Company or 1n wh1ch the Company IS otherw1se mterested or as regards wh1ch the Company has any powers of appomtment 81 6 The board may cause the votmg nghts conferred by the shares m any company held or owned by the Company to be exerc1sed 1n such manner 1n all respects as they th1nk fit (1nclud1ng Without hm1tat1on the exerc1se of that power m favour of any resolution appomtmg the directors or any of them as d1rectors or officers of (or 1n any other pos1t1on m) such company, or votmg or prov1dmg for the payment of any benefit to the d1rectors or officers of,or holders of any other pos1t1on 1n, such company) 81 7 Prov1ded the acceptance, entry mto or ex1stence of 1t has been approved by the board under art1cle 81 1 or 1t comes w1thm art1cle 81 5, a director, notw1thstand1ng h1s office, shall not be hable to account to the Company for any profit, remuneration or other benefit realised by any office or employment or from any transaction or arrangement or from any Interest 1n any body corporate, no such transactiOn or arrangement shall be liable to be avo1ded on the grounds of any such mterest or benefit nor shall the rece1pt of any such profit, remuneration or any other benefit const1tute a breach of h1s duty under the Statutes not to accept benefits from third part1es 82 Declaration of mterests 82 1 A d1rector shall declare the nature and extent of h1s mterest 1n a relevant s1tuat1on Within art1cle 81 1 to the other directors 82 2 A director who 1s aware that he 1s m any way Interested 1n a proposed transact1on or arrangement w1th the Company must declare the nature and extent of h1s mterest to the other d rectors

 82 3 A director who 1s aware that he IS 1n any way mterested m a transaction or arrangement that has been entered 1nto by the Company must declare the nature and extent of h1s mterest to the other d1rectors, unless the Interest has already been declared under art1cle 82 2 82 4 The declaration of mterest must (m the case of art1cle 82 3) and may, but need not (m the case of art1cle 82 1 or 82 2), be made 82 41 at a meetmg of the directors, or 824 2 by generalor spec1fic notice to the d1rectors m accordance w1th the Statutes 82 5 If a declaration of mterest proves to be, or becomes, maccurate or mcomplete, a further disclosure must be made 82 6 Any declaration of mterest reqUired by article 82 1 above must be made as soon as reasonably practicable Failure to comply w1th th1s requirement does not affect the underlying duty to make the declaration of 1nterest 82 7 Any declaration of Interest requ1red by art1cle 82 2 above must be made before the Company enters 1nto the transaction or arrangement 82 8 Any declarat1on of mterest reqUired by art1cle 82 3 above must be made as soon as reasonably practicable 82 9 For the purposes of art1cles 82 2 and 82 3 and, 10 the case of art1cle 82 9 1 only, art1cle 82 1, a director need not declare an 1nterest 82 91 1f 1t cannot reasonably be regarded as likely to g1ve nse to a conflict of 10terest. 82 92 1f,or to the extent that, the other directors are already aware of 1t. or 82 931f, or to the extent that, 1t concerns terms of h1s serv1ce contract that have been or are to be considered 82 9 3 1by a meetmg of the directors, or 82 9 3 2 by a comm1ttee of the d1rectors appomted for the purpose under these art1cles 83 Entitlement to keep information confidential 83 1 A d1rector shall be under no duty to the Company with respect to any 1nformat1on wh1ch he obta1ns or has obtamed otherw1se than as a d1rector of the Company and 10 respect of wh1ch he has a duty of confidentiality to another person However, to the extent that h1s relat1onsh1p w1th that other person g1ves nse to a confl1ct of 1nterest or possible conflict of 10terest, th1s article applies only 1f the ex1stence of that relat1onsh1p has been approved by the board pursuant to art1cle 81 1 In part1cular, the d1rector shall not be 10 breach of the general dut1es he owes to the Company under the Statutes because he falls

 83 11 83 1 2 to dtsclose any such tnformatton to the board or to any dtrector or other offtcer or employee of the Company, and/or to use or apply any such mformatton m performtng hts duttes as a dtrector of the Company 84 Avoiding conflicts of interest 84 1 Where the existence of a director's relatJonshtp w1th another person has been approved by the board pursuant to arttcle 81 1 and hts relationship wtth that person gtves nse to a conf11ct of Interest or possible conflict of mterest, the director shall not be m breach of the general duttes he owes to the Company under the Statutes because he 84 11 84 1 2 absents htmself from meettngs of the board at wh1ch any matter relattng to the conf11ct of Interest or possible confltct of mterest Wlll or may be d1scussed or from the dtscuss1on of any such matter at a meet1ng or otherw1se, and/or makes arrangements not to rece1ve documents and mformatton relatmg to any matter whtch gtves nse to the confltct of 1nterest or poss1ble conflict of mterest sent or supplied by the Company and/or for such documents and mformatlon to be recetved and read by a professtonal advtser, for so long as he reasonably believes such conflict of tnterest or posstble confltct of mterest subststs 85 Overriding principles 85 1 The prov1s1ons of articles 83 and 84 are w1thout preJUdice to any equitable pnnctple or rule of law wh1ch may excuse the director from 85 11 85 1 2 dtsclosmg tnformatton 1n ctrcumstances where disclosure would otherwtse be requ1red under these articles, or attendtng meet1ngs or dtscusstons or rece1vmg documents and mformat1on as referred to 1n article 82, 1n Circumstances where such attendance or recetvmg such documents and 1nformat1on would otherwtse be required under these arttcles 86 Directors' powers to vote 86 1 A dtrector shall not vote {or be counted 1n the quorum at a meettng) 1n respect of any resolutiOn concemtng hts own appomtment (tncludmg fix1ng or varymg the terms of appomtment), or the termmabon of the appotntment, or as the holder of any office or place of profit wtth the Company or any undertaking 1n whtch the Company IS Interested Where proposals for such resolutions relate to two or more directors, those proposals may be d1v1ded and a resolubon may be put m relation to each dtrector separately and 1n such case each of the dtrectors concerned (1f not otherwtse debarred from voting) shall be entttled to vote {and be counted m the quorum) 1n respect of each resolutton, except that concem1ng htm

 86 2 W1thout hm1bng article 86 1 (and save as provided 1n art1cle 86 4},a d1rector shall not vote (or be counted 1n the quorum} rn respect of any contract or arrangement or any other proposal rn wh1ch he has an Interest wh1ch (together w1th any 1nterest of any person connected w1th h1m} IS to h1s knowledge a matenal mterest otherw se than by v1rtue of h1s rnterests 1n shares or debentures or other secuntres of, or otherwise rn or through, the Company 86 3 If any quest1on anses at any meet1ng as to the matenahty of a director's Interest, or as to the entitlement of any director to vote, and such question IS not resolved by hiS voluntanly agree1ng to abstain from vot1ng, such question shall be referred to the cha1rrnan of the meet1ng (or, 1f the d1rector concerned IS the cha1rman, to the other directors at the meeting} and h1s ruling m relat1on to any d1rector other than h1mself (or, as the case may be, the ruhng of the maJonty of the other d1rectors m relation to the cha1rman) shall be final and conclusive, except 1n a case where the nature or extent of the mterests of the director concerned, so far as known to h1m,has not been fa1rly disclosed 86 4 The proh1b1l10n 1n art1cles 86 1 and 86 2 shall not apply and a d1rector may (m the absence of some other materral Interest) vote and be counted 1n the quorum m respect of any resolution concem1ng any of the followmg matters 8641 864 2 864 3 864 4 the g1vmg of any guarantee. securrty or 1ndemnrty 1n respect of 86 41 1 money lent or obligations 1ncurred by him or by any other person at the request of, or for the benefit of, the Company or any of 1ts subs1d1ary undertakmgs, 86 41 2 a debt or obhgat1on of the Company or any of 1ts subs1d1ary undertakings for wh1ch he himself has assumed responsibility (1n whole or rn part and whether alone or JOmtly w1th others} under a guarantee or rndemnrty or by the g1v1ng of secunty, any contract concernmg the subscnpt1on or purchase by h1m of shares, debentures or other secunt1es of the Company under an offer or 1nv1tabon to members or debenture holders of the Company, or any class of them, or to the public or any sect1on of them, any contract concernmg any 1ssue or offer of shares or debentures or other secuntles of or by the Company or any of 1ts subs1d1ary undertakrngs for subscnpt1on or purchase, 1n respect of wh1ch he IS or may be entitled to part1e pate 1n h1s capac1ty as a holder of any such secunbes or as an underwnter or sub-underwrrter, any contract concern1ng another company 1n wh1ch he IS mterested, d1rectly or md1rectly, and whether as an officer or member or otherw1se, prov1ded that he does not hold an rnterest (as the term IS used 1n Part 22 of the 2006 Act) representing one per cent or more of any class of the equ1ty share cap1tal of such company (or of any th1rd company through which h1s rnterest IS denved

 and calculated exclus1ve of any shares of that class m that company held as treasury shares) or of the voting nghts available to members of the relevant company (any such 1nterest bemg deemed for the purposes of th1s art1cle to be a matenal1nterest m all Circumstances), 8645any contract for the benefit of employees of the Company or of any of 1ts subs1d1ary undertakmgs wh1ch does not accord to h1m any pnv1lege or benefit not generally accorded to the employees to whom the contract or arrangement relates, 8646any contract concernmg the purchase or maintenance of msurance e1ther for or for the benefit of any d1rector or for persons who 1nclude directors, 864 7 any proposal for the Company (1) to prov1de h1m w1th an 1ndemmty perm1tted by the Statutes, (2) to prov1de h1m w1th funds m Circumstances perm1tted by the Statutes to meet h1s defence expenditure m respect of any CIVIl or cnmmat proceed1ngs or regulatory mvest1ga!Jon or other regulatory act1on or 1n connect1on w1th any application for any category of relief perm1tted by the Statutes, or (3) to do anythmg to enable h1m to avo1d mcurnng any such expenditure 87 Relaxation of provisions Subject to the Statutes, the Company may by ordmary resolution suspend or relax the proviSions of art1cles 80 to 86 to any extent or ratify any transact1on not duly authonsed by reason of a contravention of these art1cles Proceedings of the Board 88 Board meetings 88 1 SubJeCt to the proviSions of these articles, the board may meet for the despatch of business, adjourn and otherw1se regulate 1ts mee!Jngs as 1t th1nks fit A director may, and the secretary at the request of a director shall, at any time summon a board meeting 88 2 Not1ce of a board meetmg shall be deemed to be properly g1ven to a director 1f 1t IS g1ven to h1m personally or by word of mouth or sent by 1nstrument to h1m at h1s last known address or any other address g1ven by h1m to the Company for thiS purpose or g1ven usmg electromc commun1cat1ons to such address (1f any) for the t1me bemg notified by h1m or on h1s behalf to the Company for that purpose A director absent or mtend1ng to be absent from the Umted K1ngdom may request that not1ces of board meetings shall, dunng h1s absence, be sent by mstrument or us1ng electronic commun1cat1on to h1m at an address g1ven by h1m to the Company for th1s purpose but, m the absence of any such request, 1t shall not be necessary to g1ve not1ce of a board meetmg to any d1rector for the t1me be1ng absent from the Umted K1ngdom A d1rector may wa1ve not1ce of any meetmg e1ther prospectively or retrospectively

 88 3 W1thout hm1tmg the first sentence of art1cle 88 1, a board meetmg of the d1rectors may cons1st of a conference between directors who are not allm one place, prov1ded that each director who part1c1pates 1s able, directly or by telephoniC or other communication (whether m use when these articles are adopted or developed subsequently), to speak to each of the others and to be heard by each of the others Simultaneously A d1rector takrng part m such a conference shall be deemed to be present m person at the meeting and shall be entitled to vote or be counted 1n a quorum accordingly Such a meet1ng shall be deemed to take place where the largest group of those part1c1patmg 1n the conference 1s assembled, or, 1f there IS no such group, at the place from where the cha1rman of the meeting part1c1pates 89 Quorum, competence and voting The quorum necessary for the transaction of the busmess of the board may be fixed by the board and, unless so fixed at any other number, shall be two A board meetmg at wh1ch a quorum IS present shall be competent to exerc1se all powers and d1scre1Jons for the time bemg vested m or exercisable by the board Questions ans1ng at any meetmg shall be determmed by a majonty of votes In case of an equality of votes,the cha1rman of the meet1ng shall have a second or cast1ng vote 90 Power of directors If number falls below minimum The continUing directors or director at any t1me may act notw1thstandmg any vacanc1es 1n the1r number, but 1f, and so long as, the number of directors IS less than the number fixed as the necessary quorum for board meetings, the conbnUJng d1rectors or director may act for the purpose of filling up such vacanc1es or calhng general meet1ngs of the Company, but not for any other purpose If there are no directors or d1rector able or w1lllng to act. then any two members may call a general meetmg for the purpose of appointing d1rectors 91 Cha1rman The board may appo1nt a cha1rman and one or more deputy cha1rmen and determine the penod for which each IS to hold off1ce The board may also revoke any such appo1ntment The chairman or, m h1s absence, any deputy chairman (determined as between the deputy cha1rmen present (1f more than one) by semonty m length of appointment or otherwise as resolved by the board) shall pres1de at board meetings If no cha1rman or deputy cha1rman shall have been appOinted, or 1f at any meeting none of them be present w1thm five mmutes after the lime fixed for hold1ng the meet1ng or IS w1111ng to act as chairman of the meetmg, the directors present may choose one of their number to be cha1rman of the meeting 92 Resolutions in writing A resolution m wntmg, executed by all the directors entitled to not1ce of and to vote at a board meetmg (provided that the1r number 1s suffic1ent to const1tute a quorum) shall be as valid and effective as a resolution passed at a board meet1ng duly convened and held For th1s purpose

 92 1 a resolutton may be by means of an mstrument or contatned 1n an electrontc commun1cat1on sent to such address (If any) for the t1me be1ng notified by the Company for that purpose, 92 2 a resolubon may cons1st of several 1nstruments or several electromc communications, each executed by one or more d1rectors, or a comb1nallon of both. 92 3 a resolution executed by an alternate director need not also be executed by h1s appomtor, and 92 4 a resolution executed by a dtrector who has appointed an alternate director need not also be executed by the alternate director 1n that capac1ty 93 Delegation of powers 93 1 The board may entrust to and confer upon any d1rector any of 1ts powers, authonlles and d1screttons (w1th power to sub-delegate) on such terms and cond1t1ons and w1th such restncttons as 1t thinks f1t,and e1ther collaterally w1th, or to the exclus1on of,1ts own powers, and may revoke, Withdraw or vary all or any of such powers 93 2 Without hmttlng article 93 1, the board may delegate any of 1ts powers, authont1es or d1scret1ons to a comm1ttee Any such comm1ttee shall, unless the board otherwise resolves, have power to sub-delegate to any sub omm1ttees any of the powers or d1scret1ons delegated to 11 Any such comm1ttee or sub-committee shall cons1st of one or more of the d1rectors and (1f thought fit, and subject to arttcle 93 3) one or more other persons co-opted to the comm1ttee or sub mm1ttee Any such delegation shall be made on such terms and cond1t1ons as the board thinks f1t,and may be revoked or altered 93 3 Any committee or sub-comm1ttee so formed shall, m the exerctse of the powers so delegated, conform to any regulations wh1ch may be Imposed on 11by the board Any such regulations may prov1de for, or authonse, the co-opbon to the comm1ttee or sub omm1ttee of persons other than d1rectors and for such co-opted members to have voting nghts as members of the comm1ttee or sukomm1ttee prov1ded that the maJonty of the members of the committee or sub mm1ttee are directors, and no resoluhon of the comm1ttee or sub committee shall be effective unless a majonty of the members of the comm1ttee or sub committee present at the meetmg are directors or alternates of dtrectors 04 Proceedings of committees The meetings and proceedings of any such committee or sub-committee Wlth two or more members shall be governed by any regulations made by the board under article 93 3 and (subject to any such regulations) the proviSIOns of these art1cles regulating the meetmgs and proceedmgs of the board so far as the same are applicable 95 Validity of proceedings in spite of formaldefect All acts done by a meetmg of the board or of any comm1ttee or sub omm1ttee or by a person acbng as a dtrector or a member of a comm1ttee or sub-committee shall,as regards

 all persons dealing m good fa1th w1th the Company, notw1thstandmg that there was some defect 1n the appotntment or contmuance tn office of any member of the board or comm1ttee or sub-comm1ttee or person so actmg, or that they or any of them were d1squahfied or had vacated office. or were not ent1tfed to vote, be as vahd as tf every such person had been duly appointed and was qualified to be, and had continued to be, a d1rector or member of the committee or sub-comm11tee and had been enbtled to vote Borrowing Powers 96 Generalpower to borrow Subject as provtded m th1s article, the board may exerc1se all the powers of the Company to borrow money and to mortgage or charge all or any part of tts undertaking, property, assets (present and future) and uncalled cap1tal and, subject to and 1n accordance w1th the Statutes, to 1ssue debentures and other secunt1es, whether outnght or as collateral securtty for any guarantee, debt. hab1hty or obhgatton of the Company or of any th1rd party 97 Maximum limit on borrowmgs The board shall restnct the borrowtngs of the Company and exerc1se all voting and other nghts or powers of control exercisable by the Company rn relatron to r ts subsrdrary undertakings (rf any) so as to secure (but as regards substd1ary undertakrngs only so far as by such exercrse rt can secure) that the aggregate pnncrpal amount of all borrowrngs by the Group outstandmg at any t1me (exclusrve of any borrowrngs whrch are owed by any Group company to another Group company and subject to artrcles 98 2 and 98 5 below) shall not Without the prevrous sanct1on of an ordmary resolution of the Company exceed an amount equal to three trmes the Adjusted Cap1tal and Reserves 98 Interpretation of articles 97 to 102 98 1 For the purposes of the prov1s1ons of these art1cles relating to borrowtng powers 98 11 Adjusted Capital and Reserves shall mean the aggregate of 981 1 1 the amount pa1d up or cred1ted as pa1d up on the Issued share cap1tal of the Company and on any share caprtal that has been uncondlttonally allotted but not tssued,and 9811 2 the amounts stand1ng to the credit of the reserves of the Group (tncludtng any share prem1um account, cap1tal redemption reserve and revaluatron reserve) after add1ng any credrt balance or deductrng any debrt balance on the profit and Joss account, as shown tn the Latest Accounts but after 9811 3 maktng such adjustments as may be appropnate to reflect any vanaltons s1nce the date of the Latest Accounts rn such share caprtal or reserves and so that for th1s purpose 1f the Company proposes to 1ssue or has 1ssued any shares for cash and the 1ssue

 has been underwntten or agreed to be subscnbed or taken up then these shares shall be deemed to have been allotted and the amount (mcludmg any prem1um) of the subscnptlon moneys or consideration payable (not be1ng moneys payable later than s1x months after the date of allotment) shall be deemed to have been pa1d up on the date when the 1ssue of such shares was underwntten or agreed to be subscnbed or taken (or 1f such underwnbng or subscnptlon or purchase was conditional, on the date when 1t becomes uncond1t1onal), 981 1 4 98 11 5 98 1 1 6 98 1 1 7 makmg such adjustments as may be appropnate to reflect any vanabons smce the date of the Latest Accounts 1n the mterests of the Company m 1ts subs1d1ary undertakmgs (mcludmg any undertakmg wh1ch was not a subs1d1ary undertakmg at that date but wh1ch 1s so as at the relevant lime) and any undertakmg wh1ch was a subs1d1ary undertakmg at the date of the latest accounts but wh1ch IS no longer so at the relevant t1me and any vanabons as a result of the transaction 1n relation to wh1ch the calculation falls to be made, excludmg any sums attnbutable to outside 1nterests m any subs1d1ary undertakmg, deductmg any d1stnbutlons declared, recommended or made by a Group company (to a person other than another Group company) out of profits earned up to and mcludmg the date of the Latest Accounts (to the extent that any such d1stnbut1ons are not provided form such Accounts), mak1ng such other adjustments (1f any) as the aud1tors may consider appropnate, 98 1 2 borrowings shall, subJect to articles 98 1 2 8 to 98 1 2 12 be deemed to Include the follow1ng 981 2 1 98 1 2 2 the pnnc1pal amount for the t1me bemg outstanding and owmg by a Group company 1n respect of any debenture whether 1ssued for cash or otherw1se other than a debenture for the t1me bemg owned by a Group company, the pnnc1pal amount ra1sed by tho Group company by acceptances under any acceptance cred1t opened on 1ts behalf and m 1ts favour by any bank or acceptmg house (not bemg acceptances m respect of the purchase or sale of goods or the prov1s1on of serv1ces 1n the ordmary course of bus1ness wh1ch are outstandmg for s1x months or less),

 98 1 2 3 9812 4 981 2 5 981 2 6 981 2 7 the nomtnal amount of any share capttal and the pnnctpal amount of any debenture or borrowmgs of any person to the extent that the payment or redemption or repayment IS the subject of a guarantee or tndemmty or secunty g1ven by a Group company or which any Group company may be requtred to purchase but excludmg any such share cap1tal wh1ch IS for the t1me be1ng beneficially owned by, and any such borrowtngs wh1ch are for the t1me be1ng owed to, a Group company, the nomtnal amount of any share cap1tal (other than equrty share cap1tal) of any subs1d1ary undertaking owned otherw1se than by any Group company, any fixed or m1n1mum prem1um payable on final redemption or repayment of any debentures, share capttal or other borrowtng or deemed borrowtngs falling to be taken mto account, any amount m respect of a finance lease payable by a Group company whtch would be shown as bemg so payable m a balance sheet prepared m accordance wtth the accounting pnnc1ples used 1n the preparation of the Latest Accounts, and any part of the purchase pnce of any asset acqurred by any Group company, the payment of wh1ch IS deferred beyond the date of completion of the conveyance, assignment or transfer of the legal t1tle to such assets, or, 1f no such conveyance, ass1gnment or transfer IS to take place w1thm stx months after the date on wh1ch the contract for such purchase 1s entered 1nto or (1f later) becomes uncond1tronal, beyond that date, but to exclude the follow1ng 981 28 98 1 2 9 borrowmgs by a Group company to f1nance any contract 1n respect of wh1ch any part of the pnce rece1vable under the contract by that or any other Group company IS guaranteed or Insured by any government, governmental agency or body or by a person (not bemg a Group company) carrymg on the busmess of prov1d1ng cred1t msurance, up to an amount equal to that part of the pnce rece1vable under the contract wh1ch IS so guaranteed or Insured, borrowings by a Group company before. and outstanding after, 1t becomes a subs1d1ary undertakmg of the Company and amounts secured on an asset before, and rema1nmg so secured after, 1t IS acqUired by a Group company unt1l SIX months after the undertakmg becomes a subs1d1ary undertakmg or the asset 1s acqurred,as the case may be,

 98 1 2 10 any guarantee or mdemmty g1ven by any Group company m respect of any amount or obligation deemed not to be moneys borrowe.d under th1s art1cle, 98 1 2 11 any amount payable under any h1re purchase agreement, cred1t sale agreement, operating lease or Similar agreement wh1ch ts not a finance lease for the purposes of art1cle 98 1 2 6 above,and 98 1 2 12 borrowings mcurred by a Group company for the purposes of repaymg w1th1n s1x months of the borrowmg all or any part of any borrow1ng made by 11 or another Group company, pendmg the1r applicatiOn for that purpose dunng the penod, 981 3 981 4 981 5 981 6 981 7 Excepted Foreign Currency Borrowmgs means borrowmgs denominated or repayable 1n a currency other than ster11ng wh1ch have the benefit of an HM Treasury exchange cover scheme, forward currency contract, currency option, back-to-back loan, swap or other arrangement taken out or entered mto to reduce the nsks assoc1ated w1th fluctuabons m the exchange rates, Group means the Company and 1ts subs1d1ary undertakmgs from t1me to time and Group company means any undertakmg 1n the Group, Latest Accounts means 981 51 the latest aud1ted balance sheet of the Company, or 981 52 (where the Company prepares an aud1ted consolidated balance sheet 1n respect of the Group), the latest audited consolidated balance sheet of the Group together, m e1ther case, w1th the latest aud1ted balance sheet of any subs1d1ary undertaking of the Company wh1ch 1s not Included above, 1f the Company prepares 1ts mam aud1ted consolidated balance sheet 1n accordance w1 th one accounting convention and a supplementary balance sheet 1n accordance w1th another convent1on the mam one shall be taken as the aud1ted consolidated balance sheet, outs1de Interests means the proport1on of the nommal amount of the 1ssued eqUJty share cap1tal of a partly owned subs1d1ary undertak1ng which IS not attnbutable, directly or 1nd1rectly, to the Company, subsidiary undertaking means a subs1d1ary undertakmg of the Company 98 2 For the purposes of any calculation under th1s article 98 2 1 borrowmgs by a partly owned substdtary undertakmg and not ow1ng to another Group company shall (notwtthstandmg art1cle 98 1 2 of thts arttcle) be taken mto account subJect to the excluston of a proportionate amount of such borrowmgs correspondmg to the outs1de mterests,

 982 2 borrowings ow1ng to a partly owned subs1d1ary undertakmg by another Group company shall (subject to art1cle 98 1 2 of th1s art1cle and art1cle 98 2 3 below) be taken mto account to the extent of the proportionate amount of such borrow1ngs correspondmg to the outs1de 1nterests, 9823 m the case of borrowings and moneys ow1ng to a partly owned subs1d1ary undertak1ng by another partly owned subs1d1ary undertakmg, the proportion which would otherwise be taken 1nto account under art1cle 98 2 2 above shall be reduced by the exclus1on of a proport1onate amount of such borrow1ngs correspondmg to the outs1de mterests m the borrow1ng subs1d1ary undertakmg, 9824no amount shall be taken 1nto account more than once 1n any calculation of moneys borrowed, and 982 5 any borrowtng denommated or repayable, or any cash depos1ted, tn a currency other than sterling shall 98 2 51 982 52 w1th the except1on of Excepted Fore1gn Currency Borrowmgs, be translated 1nto sterl1ng at the rate of exchange m London at the close of business on the last bus1ness day before the date on wh1ch the calculation 1s made or,1f 11 would result m a lower figure, at the rate of exchange m London at the close of bustness on the date of the Latest Accounts and so that, for these purposes, the rate of exchange 1n London shall be taken as the spot rate quoted by a London cleanng bank selected by the board for the purchase by the Company of the currency and amount tn quest1on for sterl1ng, and tn the case of any Excepted Fore1gn Currency Borrowtngs, at the rate of exchange applicable to such borrow1ngs on thetr repayment to the extent that such rate IS fixed under the scheme or other arrangement 1n connection w1th wh1ch the borrowmg anses, prov1ded that, where tt 1s not poss1ble to determine such rate, the borrowmg shall be translated mto sterling on such basts as may be agreed wrth, or determrned by, the aud1tors or otherw1se 1n accordance wrth the prov1s1ons of art1cle 98 2 5 1 98 3 In deterrmnmg the amount of any borrowrngs or debentures or of any share caprtal for the purpose of th1s art1cle there shall be taken rnto account the nom1nal or pnnc1pal amount thereof (or, m the case of partly-pa1d debentures or shares, the amount for the t1me berng pa1d up thereon) together w1th any fixed or m1mmum prem1um payable on f1nal repayment or redemption 98 4 If moneys are borrowed or debentures or shares are 1ssued on terms that they may be repayable or redeemable (or that any Group company may be reqUJred to purchase them) earher than the1r final malunty date (whether by exerc1se of an opt1on on the part of the 1ssuer or the cred1tor (or a trustee for the creditor) or the member, by reason of a default or

 for any other reason) at a prem1um or d1scount to the1r nom1nal or pnnc1pal amount then there shall be taken mto account the amount (or the greater or greatest of two or more alternative amounts) whrch would, 1f those Circumstances occurred, be payable on such repayment, redemption or purchase at the date as at wh1ch the calculation IS bemg made 98 5 There shall be offset aga1nst the amount of the borrowmgs any amounts benefiCJally owned by a Group company wh1ch represent the value of cash deposited and wh1ch would be shown as a current asset m a balance sheet prepared 1n accordance w1th the accounting pnnc1ples used 1n the preparatron of the Latest Accounts, subJect, m the case of any such 1tems wh1ch are beneficially owned by a partly owned subs1d1ary undertaking, to the exclUSIOn of a proportionate amount of those 1tems correspondmg to outs1de 1nterests 1n that subsrdrary undertakmg For these purposes, cash deposrted means an amount equal to the aggregate for the t1me bemg of all cash depos1ts With any bank or other person (not bemg a Group company), the realisable value of any certificates 1ssued by governments and companies and other read1ly realisable depos1ts 99 Fluctuating rates of exchange The Company shall not be 1n breach of the borrowing hm1t under th1s article by reason of the hm1t bemg exceeded as a result only of any fluctuation m rates of exchange prov1ded that w1th1n s1x months of the board becommg aware of any such fluctuation or change wh1ch would but for th1s prov1s1on have caused such a breach, the aggregate pnnc1pal amount of all borrowmgs by the Group m accordance With th1s art1cle IS reduced to an amount not exceedmg the sa1d hm1t 100 Changes in legislation If as a result of any change 1n feg1slat1on relating to or affecting taxation matters, any amount payable by a Group company m respect of any finance lease shall mcrease and, 1f 1n consequence the borrow1ng hm1t under th1s artrcle 1s exceeded, an amount of moneys borrowed equal to the excess may be disregarded until the exp1ratron of s1x months after the date on wh1ch the board becomes aware that such a srtuat1on has ansen 101 Validity of borrowing arrangements No person dealing w1th the Company or any of 1ts subs1d1ary undertakings shall be concerned to see or 1nqU1re whether the hm1t rmposed under art1cle 97 IS observed, and no debt rncurred or secunty g1ven rn excess of such hm1t shall be vord or vo1dable at the rnstance of the Company or any other Group company unless the lender or the recrprent of the secunty had,at the trme when the debt was mcurred or securrty g1ven, express notrce that the hm1t had been or would thereby be exceeded 102 Certificatron of auditors A certificate or report by the audrtors as to the amount of AdJusted Cap1tal and Reserves or the amount of borrowmgs or to the effect that the hmrt rmposed by thrs article has or has not been or will or w1ll not be exceeded at any partrcular t1me or times shall be conclusrve evrdence of the amount or of that fact

 Secretary 103 Secretary The secretary shall be appornted by the board on such terms and for such penod as rt thrnks fit Any secretary so appornted may be removed from office by the board at any trme, but Without preJUdice to any cla1m for damages for breach of any contract between h1m and the Company If thought fit, the board may app01nt two or more persons as JOint secretanes. and may also appomt one or more deputy and/or ass1stant secretanes. m each case on such terms as 1t thinks fit Seals 104 Seals 104 1 The board shall prov1de for the safe custody of the seal and any secunt1es seal and ne1ther shall be used w1thout the authonty of the board 104 2 The board may determme who shall s1gn any rnstrument to which the seal1s affixed, e1ther generally or 1n relat1on to a particular 1nstrument or type of 1nstrument, and may also determ1ne, e1ther generally or 10 any part1cular case, that such s1gnatures shall be d1spensed w1th 104 3 Unless otherwise dec1ded by the board 104 31 certificates for shares, debentures or other secunt1es of the Company 1ssued under seal need not be s1gned, and 104 32 every other mstrument to wh1ch a seal IS affixed shall be s1gned autographically or manually on behalf of the Company by two of the directors, or by a d1rector and the secretary or by a d1rector 10 the presence of a Witness who attests the s1gnature 104 4 Any document may be executed under the seal by rmpressrng the seal by mechanrcal means or by pnntrng the seal or a facs1mrle of 11on the document or by apply10g the sealor a facs1m1le of 11by any other means to the document 104 5 A document s1gned, wllh the authonty of the board, by a drrector and the secretary, by two directors or by one d1rector rn the presence of a w1tness who attests the s1gnature and expressed to be executed by the Company shall have the same effect as 1f executed under seal Minutes and Books 105 Mrnutes and books 105 1The board shall cause mrnutes to be made 1n books kept for the purpose 105 1 1 of all appOintments of officers made by the board,

 105 1 2 of the names of the directors (or the1r alternates) and any other persons present at each meeting of the board and of any comm1ttee formed under article 93, and 105 1 3 of all resolubons and proceedings at all meetings of the Company and of any class of members of the Company and of the board and of any committees formed under article 93 105 2 Any such mmutes shall be conc!us1ve ev1dence of any such proceed1ngs 1f s•gned by the cha1rman of the meetmg at wh1ch the proceedings were held or by the cha rman of the next succeeding meet1ng Dividends 106 Declaration of dividends The Company may, by ordmary resolution, declare d1v1dends m accordance w1th the respecbve nghts of the members, and may fix the lime for payment of such d1v1dends, but no diVIdend shall exceed the amount recommended by the d1rectors 107 Interim dividends The board may pay mtenm d1v1dlends (1ncludmg any d1v1dend payable at a fixed rate) 1f 11 appears to the board that they are JUStified by the financ1al pos1t1on of the Company If at any time the share cap1tal of the Company IS diVIded mto different classes, the board may pay 1ntenm d1v1dends on shares wh1ch rank after shares confernng preferred nghts w1th regard to dtv1dends as well as on shares With preferred nghts unless at the t1me of a payment a preferential d1v1dend IS m arrears If the board acts tn good fa1th, none of the d1rectors shall 1ncur any hab1hty to the holders of any shares for any loss they may suffer by the lawful payment of any dtvtdend on any shares w1th nghts rank1ng after or pan passu w1th those shares 108 Calculation and currency of dividends 108 1 Unless and to the extent that the nghts attached to, or the terms of tssue of, any share otherwise prov1de 10811all dtvtdends shall (as regards any shares not fully pa1d throughout the penod m respect of wh1ch the d1v1dend IS pa1d) be apportioned and pa1d pro rata accordmg to the amounts pa1d on the shares dunng any portion or port1ons of the penod m respect of whrch the d1v1dend IS pard {provrded that, rn accordance w1th art1cle 128, no amount pard on a share rn advance of calls shall be treated as paid on that share), and 108 1 2 d1v1dends may be declared or pa1d tn any currency 108 2 The board may agree wrth any member that drv1dends which may at any time or from trme to t•me be declared or become dlue on hts share m one currency shall be patd or sattsfied 1n another, and may agree the basrs for conversron to be applied and how and when the

 amount to be pa1d m the other currency shall be calculated and pa1d and for the Company or any other person to bear any costs mvolved 109 Dividends not to bear Interest No d1v1dend or other moneys payable by the Company on or 1n respect of a share shall bear mterest as agamst the Company unless otherwtse provtded by the nghts attached to the share 110 Permttted deductions The board may deduct from any d1v1dend or other moneys payable to any member (e1ther alone or JOtntly w1th another) on or m respect of a share all such sums (1f any) presently payable by h1m (either alone or JOintly w1th another) to the Company on account of calls or otherwtse m relat1on to shares of the Company 111 Waiver of dividends The wa1ver, m whole or m part, of any d1v1dend on any share by any document shall be effective only 1f such document IS executed by the holder (or the person entitled to the share tn consequence of a transm•ss1on event) and delivered to the Company and 1f, or to the extent that, the same ts accepted as such or acted upon by the Company 112 Manner of payment of dividends 112 1 Any d1v1dend or other moneys poyoble m respect of o share may be pa1d to the member or, where perm1tted by the Company 10 relation to art1cle 112 1 3, to such other person as the member (or, 10 the case of JOint holders of a share, all of them) may d1rect by not1ce g1ven to the Company Such dividend or other moneys may be pa1d 112 1 1 by cheque or warrant made payable to the payee or (where there IS more than one payee) to any one of them, or 112 1 2 by any dtrect deb1t, bank or other funds transfer system (mcludmg, Without limitation, payment through a relevant system) to such account as the payee or payees shall direct by nobce g1ven to the Company,or 112 1 3 10 respect of shares rn uncert1ficated form, where the Company 1s authonsed to do so by or on behalf of the member, by means of a relevant system (subject always to the fac1hlles and reqUirements of that relevant system), 1121 4 by any other method approved by the board and agreed by the member (or, tn the case of JOtnt holders of a share, all of them) 112 2 A cheque or warrant may be sent by post 112 2 1 to the registered address of the holder of the share or, m the case of JOint holders, to the registered address of the person whose name stands first 1n the reg1ster, or

 112 2 2 rf a person IS entrtled by transmrssron to the share. as 1f 1t were a not1ce to be grven under artrcle 148, or 112 2 31n any case, to such person and to such address as the holder or JOint holders may drrect by notrce g1ven to the Company 112 3 Wrthout hmrhng artrcle 112 1 3, payment by means of a relevant system may rnclude the Company, or any person on 1ts behalf, send1ng an mstructron to the Operator of the relevant system to credrt the cash memorandum account of the holder or JOint holders or, rf perm1tted by the Company, of such person as the holder or JOint holders may drrect 1n wnt1ngIn th1s artrcle 112 3, "cash memorandum account' means an account so designated by the Operator of the relevant system 113 Risk and discharge of Company Every cheque or warrant sent 1n accordance wrth these artrcles shall be sent at nsk of the holder or person entitled The Company shall have no responsrbd1ty for any sums lost or delayed 1n the course of payment by any method used by the Company 1n accordance w1th artrcle 112 Payment of a cheque or warrant by the bank on wh1ch 1t was drawn or the transfer of funds by a bank or other funds transfer system or, m respect of shares rn uncertrficated form, the mak1ng of payment 1n accordance wrth the facrhtles and requrrements of the relevant system shall be a good drscharge to the Company 114 Receipts of joint holders Any person regrstered as a JOint holder of any share or who rs entitled JOintly to a share rn consequence of a transm1ss1on event may grve an effect1ve recerpt for any drvrdend or other moneys payable or property d1stnbutable m respect of the share 115 Scrip dividends 115 1 The board may, wrth the authonty of an ordrnary resolution of the Company, offer any holders of ordmary shares the nght to elect to recerve further ord1nary shares, credrted as fully pard, rnstead of cash 1n respect of all (or some part) of any drvrdend specrfied by the ordrnary resolution (a scrip dividend) 1n accordance wrth the followrng provrsrons of thrs artrcle 115 2 The ord1nary resolution may specrfy a part1cular drvrdend (whether or not declared) or may spec1fy all or any d1vrdends payable w1th1n a specrfied penod exp1nng no later than frve years after the date of the ordinary resolutron Any such offer shall, where practicable, be made pnor to or contemporaneously w1th the announcement of the d1v1dend 1n question and any related mformatmn as to the Company's profits for the relevant financ1al penod or part of 1t 115 3 The basrs of allotment shall be determmed by the board so that, as nearly as possible, the value of the further ordinary shares (tncludmg any fractional entitlement) rs equal to the amount of the cash d1v1dend whtch would otherwtse have been pard (d1sregard1ng any assocrated tax credrt)

 115 4 For such purpose the value of the further ordtnary shares shall be the average of the mtddle market quotattons of a share of that class denved from the AIM sect1on of the Da1ty Offictal Ltst of the London Stock Exchange on each of the first five consecut1ve bus10ess days on whtch such shares are quoted "ex d1v1dend" or shall be calculated 1n such other manner as may be deterrmned by the ord10ary resolution 115 5 The board shall, after determtmng the basts of allotment, gtve notice to the members of the nght of electton accorded to them and shall spectfy the procedure to be followed tn order to make the electton The board 1s not reqUired to gtve nottce to a member who has prevtously made, and has not revoked, an earlier etect1on to recetve ordtnary shares 1n lteu of all future dtvtdends, but Instead shall send htm a remtnder that he has made such an electton, 1nd1cat1ng how that electton may be revoked m t1me for the d1v1dend then proposed to be patd 115 6 The dtvtdend (or that part of 1t) m respect of whtch an election for a scnp d1v1dend has been made shall not be patd and mstead further ordtnary shares shall be allotted tn accordance w1th the election, for such purpose the board shall cap1tahse a sum equal to the aggregate nommal amount of the shares to be allotted out of such sums as are available for the purpose as the board may cons1der appropnate and shall apply the same tn paymg up 1n full the shares for such allotment 115 7 The further ordtnary shares so allotted shall rank pan passu m all respects wtth the fully pa1d ordtnary shares then 1n tssue, save only as regards parttc1patton m the relevant dtvtdend 115 8 The board may do all acts and th1ngs as tt cons1ders necessary or expedient to gtve effect to any such cap1tahsatton, wtth full power to the board to make such prov1s1ons as 1t th10ks fit m the case of shares becommg d1stnbutable 10 fractions (mcludtng prov1stons whereby, 1n whole or tn part, fractional entitlements are dtsregarded or rounded up or the benefit of fractional entttlements accrues to the Company rather than to the members concerned) The board may authonse any person to enter mto,on behalf of all the members Interested, an agreement wtth the Company prov1d1ng for such cap1ta1tsatJon and tnctdental matters and any agreement made under such authonty shall be effecbve and btndtng on all concerned 115 9 To the extent that the entitlement of the holder of ordtnary shares tn respect of any dtvtdend ts less than the value of one new ordmary share (as determtned for the basts of any scnp d1v1dend) the board may also from time to t1me establish or vary a procedure for such entitlement to be accrued and aggregated w1th any s1m1lar entttlement for the purposes of any subsequent scnp diVIdend 115 10 Notwtthstandmg the foregmng, the board may at any ttme pnor to payment of any specrfic dtvtdend determme that the dtvtdend shall be payable wholly 1n cash after all and that all elections made m respect of that d1v1dend shall be drsregarded The dtvtdend shall be payable wholly 10 cash tf the ordtnary share cap1tal of the Company ceases to be adm1tted to AIM at any ttme pnor to the due date of 1ssue of the add1t1onal shares or tf the listing 1s 50 ---------------- - -

 suspended and not reanstated by the date 1mmedaately precedang the due date of such ISSUe 115 11 The board may determine that the nght of elect1on shall not be made available to any members w1th reg1stered addresses many temtory where, m the opm1on of the board, th1s would be unlawful or compliance w1th local laws or regulat1ons would be unduly onerous 116 Retention and forfeiture of dividends 116 1 The board may reta1n any davadend or other moneys payable on or m respect of a share on wh1ch the Company has a hen, and may apply the same 1n or towards satisfaction of the debts, liab11it1es or other obligations an respect of wh1ch the hen ex1sts 116 2 The board may reta1n d1v1dends payable upon shares an respect of which any person 1s, under the prov1s1ons as to the transm1ss1on of shares conta1ned above, ent1tled to become a member, or whtch any person rs under those prov1s1ons entrtled to transfer, unttl such person shall become a member an respect of such shares or shall transfer the same 116 3 Wtthout prejudace to artrcle 116 5, all unclaamed drvadends or other moneys payable on, or m respect of, a share may be mvested or otherwrse made use of by the board for the benefit of the Company unttl clatmed The payment of any uncla1med davadend or other moneys payable on, or an respect of, a share mto a separate account shall not constitute the Company a trustee 1n respect of at 116 4 The Company shall not be obliged to send any davadends or other sums payable m respect of a share to the holder of that share 1f such a payment sent by the Company to that person tn accordance With art1cle 112 IS returned undelivered or left uncashed or, 1f sent by means of electronrc payment. has faaled (whether by way of a funds transfer system or otherw1se) tn each case on at least two consecutive occastons, or, followmg one such occasron, tf reasonable enqumes have fa1led to establish the new address for that person or, w1th respect to a payment to be made by a funds transfer system, a new account for that purpose The entatlement conferred on the Company by thts art1cle an respect of any member shall cease 1f the member notifies the Company of an address or, where payment IS to be made by a funds transfer system, deta1ls of the account, to be used for that purpose 116 5 Any d1vrdends unclatmed after a penod of 12 years from the date when 1t became due for payment shall, tf the board so resolves, be forfe1ted and shall cease to remaan owmg by the Company 117 Dividends m specie 117 1 The Company may, upon the recommendation of the board, by ordanary resolution dtrect that payment of a d1v1dend may be sat1sfied wholly or rn part by the dtstnbutton of specrfic assets (and rn part1cular of pard up shares or debentures of any other company) 117 2 Where any difficulty anses wrth respect to such dastnbutlon, the board may settle the same as at thanks fit and, rn partacular. may

 117 2 1 117 2 2 117 2 3 117 2 4 Record Dates 1ssue fractional cert1ficates or may appo1nt any person to sell and transfer any fractions or disregard fracbons altogether, fix the value for d1stnbut1on of such spec1fic assets or any part of them, determ1ne that cash payments shall be made to any members on the bas1s of the value so fixed m order to ensure equality of d1stnbubon, and vest any such specific assets m trustees on such trusts for the persons ent1tled to the d1v1dend as the board may thmk fit 118 Fixing of record dates 118 1Notw1thstandmg any other of these articles, but Without preJUdice to any nghts attached to any shares, the Company or the board may by resolution spec1fy a date (the record date) as the date at the close of busmess by reference to wh1ch a d1v1dend w1ll be declared or pa1d or a d1stnbut1on, allotment or 1ssue made, and that date may be before. on or after the date on wh1ch the d1v1dend, d1stnbut1on, allotment or 1ssue IS declared, pa1d or made 118 2 In the absence of a record date be1ng fixed, entitlement to any dividend, d1stnbutJon, allotment or 1ssue shall be determmed by reference to the date on wh1ch the d1v1dend IS declared or the d1stnbut1on,allotment or 1ssue IS made Capitalisation of Profits and Reserves 119 Capitalisation of reserves 119 1 The board may, w1th the authonty of an ordmary resolution of the Company 119 1 1 119 1 2 resolve to capitalise any sum stand1ng to the cred1t of any reserve or other fund of the Company (mcludmg share prem1um account and cap1tal redempt1on reserve) or any sum standmg to the credit of the profit and loss account not requ1red for paYJng any preferential d1v1dend (whether or not 1t IS ava1lable for drstnbullon). appropnate the sum resolved to be capttahsed to the members 1n proportron to the nomrnal amounts of the shares (whether or not fully pard) held by them respectively wh1ch would ent1tle them to part1c1pate m a drstnbutron of that sum rf the shares were fully pard and the sum were then drstnbutable and were d1stnbuted by way of d1v1dend and apply such sum on the1r behalf e1ther rn or towards paymg up the amounts, 1f any, for the trme bemg unpa1d on any shares held by them respectively, or m pay1ng up 1n full umssued shares or debentures of the Company of a nom1nal amount equal to that sum, and allot the shares or debentures credited as fully pard to those members or as they may drrect, rn those proportrons,or partly rn one way and partly rn the other, or otherwrse deal With such sum as drrected by the resolution, provrded that the share prem1um account, the caprtal redemption reserve and any sum not

 avarlable for drstnbutlon m accordance wrth the Statutes may only be apphed rn payrng up unrssued shares to be allotted credrted as fully pard,and 1191 3 resolve that any shares so allotted to any member rn respect of a holdmg by hrm of any partly pard shares shall, so long as such shares remarn partly pard, rank for drvrdend only to the extent that the latter shares rank for drv1dend 119 2 The board may do all acts and thrngs 1t cons1ders necessary or expedrent to g1ve effect to such caprtahsatron Where any drffrculty anses 1n respect of any drstnbut1on of any caprtalrsed reserve or other sum, the board may settle the d1fficulty as 1t thrnks fit and rn partrcular may make such provrsrons as 1t th1nks fit rn the case of shares or debentures becom1ng d1strrbutable 1n fract1ons (1ncludrng prov1srons for payment 1n cash or otherwrse or whereby fractronal entitlements are disregarded or under whrch the benefit of fractional entitlements accrues to the Company rather than the member concerned) 119 3 The board may also authonse any person to srgn, on behalf of all the persons entitled to share rn the d1stnbutron, an agreement wrth the Company provrdrng for such cap1tahsat1on and any matters rnc1dental to rt. and any such agreement shall be brndrng on all such persons Certificates 120 Issue of share certificates 120 1 Except as prov1ded rn artrcle 120 3, every person whose name IS entered rn the reg1ster as the holder of any certrficated shares shall be entrtled, wrthout payment, to one certificate for all the certificated shares of each class held by hrm and, 1f he transfers a part of hrs holdrng of the shares represented by a certrficate, or elects to hold part m uncertrfrcated form, to a certificate for the balance of hrs hold1ng of certrficated shares 120 2 Every share certificate shall be 1ssued by the Company 1n such manner as the board may decrde (whrch may rnclude use of the seal or secunt1es seal or, rn the case of shares on a branch regrster, an offic1al seal for use 1n the relevant terntory and/or facs1m1le srgnatures by one or more drrectors or the secretary or other person authansed to srgn the certrficate on behalf of the Company) Each certificate shall specrfy the number, class and drst1ngursh1ng numbers (rf any) of the shares to wh1ch 1t relates and the amount or respecbve amounts pard up on the shares No certrficate shall be 1ssued representrng shares of more than one class 120 3 The Company shall not be bound to 1ssue more than one certrficate for shares held JOintly by more than one person and delivery of a cert1ficate to one JOint holder shall be a sufficrent dehvery to all of them No certrficate shall be rssued rn respect of any shares held by a market nomrnee

 121 Cancellation and replacement of certificates 121 1 Any two or more certificates represent1ng shares of any one class held by any member may, at h1s request. be cancelled and a s1ngle new certificate for all such shares Issued 1n lteu wtthout charge 121 2 If any member shall surrender a share certificate representing shares held by h1m for cancellation and request the Company to 1ssue 1n lteu two or more certificates representing such shares tn such proportions as he may specify, the board may,1f 1t thmks fit, comply w1th such request on payment of such fee (1f any) as the board may dec1de 121 3 If a share certificate 1s damaged,defaced, worn out, or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be 1ssued to the holder on request subject to delivery up of the old certificate or (1f alleged to have been lost, stolen or destroyed) compliance w1th such conditions (if any) as to ev1dence, tndemmty and secunty for such 1ndemn1ty, and the payment of any expenses of the Company 1n conneclton w1th the request. as the board th1nks fit 121 4 In the case of JOint holders of a share any such request may be made by any one of the jOint holders Calls on Shares 122 Power to make calls The board may, from t1me to ttme, make calls upon the members 1n respect of any moneys unpaid on their shares, whether tn respect of the nomtnal value of the shares or any prem1um (subject always to the terms of allotment of those shares) Each member shall (subject to betng gtven at least 14 days' not1ce spec1fy1ng the hme or t1mes and place of payment) pay to the Company, the amount called on h1s shares as reqUired by the nottce A call may be reqUired to be pa1d tn tnstalments and may be revoked or postponed by the board tn whole or 1n part at any t1me before receipt by the Company of the payment due under 1t A person upon whom a call 1s made shall remam !table for 1t notwtthstandtng the subsequent transfer of the share tn respect of wh1ch the call was made 123 Time when call made A call shall be deemed to have been made at the time when the resoluhon of the board authonsmg that call IS passed 124 L1ab1hty of and receipts by joint holders The JOtnt holders of a share shall be JOtntly and severally !table to pay all calls 1n respect of that share 125 Failure to pay call 125 1 If a sum called 1n respect of a share IS not pa1d before or on the due date for payment, the person from whom the sum IS due shall pay 1nterest on the sum from the due date for

 payment to the date of actual payment at the rate fixed by the terms of the allotment of the share or, 1f no rate IS fixed, the rate determined by the board, not exceed1ng 15 per cent per annum or, 1f higher, the appropnate rate (as defined m the 2006 Act), and all expenses mcurred by the Company by reason of such non-payment, but the board may, 1n any case or cases, wa1ve payment of such Interest and expenses, wholly or 1n part 125 2 No d1v1dend, or other payment or d1stnbubon, m respect of any such share shall be pa1d or d1stnbuted and no other nghts, which would otherw1se normally be exercisable 1n accordance w1th these art1cles by a holder of fully pa1d shares, may be exerc1sed by the holder of any share so long as any such amount, or any 1nterest, costs, charges or expenses payable 1n accordance w1th th1s arbela 125 1n relabon thereto, remams unpaid 126 Other sums due on shares Any sum which by the terms of allotment of a share becomes payable upon allotment or at any fixed date shall, for the purposes of these articles, be deemed to be a call duly made and payable on the date fixed for payment In the case of non-payment, the prov1s1ons of these art1cles as to payment of Interest and expenses, forfe1ture or otherw1se shall apply as 1f such sum had become due and payable by v1rtue of a call 127 Power to differentiate On any 1ssue of shares the board may make arrangements to differentiate between the holders of the shares as to the amount of calls to be pa1d and the times of payment 128 Payments of calls In advance The board may, 1f 1t thmks fit, rece1ve from any member Willing to advance the same all or any part of the moneys uncalled and unpa1d on the shares held by h1m, and such payment m advance of calls shall extJngu1sh pro tanto the hab1hty upon the shares m respect of wh1ch 1t 1s made The Company may pay 1nterest upon the moneys so rece1ved (unt1l they would but for such advance become payable) at such rate as may be agreed between the member paymg such sum and the board No sum pa1d up m advance of calls shall entitle the holder of the share 1n respect of wh1ch that sum has been paid to any port1on of a d1v1dend, or other payment or d1stnbut1on, declared m respect of any penod pnor to the date upon wh1ch such sum would, but for such payment, become payable Forfeiture,Surrender and Lien 129 Notice on failure to pay a call 1291If the whole or any part of any call or mstalment of a call remams unpa1d after the due date for payment, the board may g1ve not1ce to the person from whom 1t IS due requmng payment of so much of the call or mstalment as 1s unpaid together w1th any 1nterest whrch may have accrued on 1t and any costs, charges and expenses tncurred by the Company by reason of such non-payment

------129 2 The notice shall name a further day (not bemg less than 14 days from the date of servtce of the notice) on or before whtch, and the place where, the payment requtred by the nobce ts to be made and shall state that, tn the event of non-payment tn accordance wtth the nottce, the share on whtch the can was made or mstalment ts payable wtll be liable to be forfeited 130 Forfetture for non-compliance 130 1 If a nottce gtven under arttcle 129 1s not compiled wtth, any share to whtch that not1ce relates may, at any t1me before the payment requ1red by that notice has been made. be forferted by a resolution of the board The forfetture shall mclude all dtvtdends and other payments or d1stnbut1ons declared tn respect of the forfetted share and not actually patd or dtstnbuted before forfetture The board may accept a surrender of any share liable to be forfetted 130 2 A person all or any of whose shares have been forfetted or surrendered shall cease to be a member tn respect of those shares and shall surrender any certtficate for those shares to the Company for cancellation 131 Nottce offorfeiture When any share has been forfetted, notice of the forfe1ture shall be gtven to the holder of the share or,as the case may be, the person entttled to the share by transmtsston,and an entry of such nottce havmg been gtven, and of the date of the forfeiture, shall be made m the regtster but no forfetture shall be mvahdated by any omtsston to gtve such notice or to make such entry 132 Annulment of forfetture The board may, at any ttme before the forfeited or surrendered share has been sold, re allotted or otherwtse dtsposed of, annul the forfetture or surrender upon the terms of payment of all calls and mterest due upon and expenses mcurred tn connectton wtth the call and forfetture proceedmgs and upon any further terms 1t may thmk fit 133 Disposalof forfetted shares A share so forfetted or surrendered shall become the property of the Company and may (subject to the Statutes) be sold, re-allotted or otherwtse dtsposed of, etther to the person who was before such forfetture or surrender the holder of the share or to any other person upon such terms and tn such manner as the board shall thmk fit and whether wtth or wtthout all or any part of the amount prevtously patd on the share bemg credtted as patd Where,for the purposes of tis dtsposal, a forfetted or surrendered share held tn certtficated form 1s to be transferred to any person, the board may appomt any person to execute an tnstrument of transfer of the share to or m accordance wtth the dtrecttons of that person Where, for the purpose of tis dtsposal, a forfetted or surrendered share held tn uncerttficated form ts to be transferred to any person, the board may exerctse any of the Company's powers under artJcle 5 3 The Company may recetve the conSideration g1ven for the share on tis dtsposal

 134 Extmctlon of rights A person any of whose shares have been forfeited or surrendered shall rema1n liable to pay to the Company all moneys wh1ch, at the date of forfeiture or surrender. were presently payable by h1m to the Company m respect of the shares, w1th 1nterest on such moneys on the rate at wh1ch Interest was payable on those moneys before the forfe1ture or surrender or, 1f no 1nterest was payable, at the rate deterrmned by the board, not exceed1ng 15 per cent per annum or, 1f h1gher, the appropnate rate (as defined m the 2006 Act), from the date of forfe1ture or surrender unt1l payment The board may at the1r absolute d1scret1on enforce payment Without any allowance for the value of the shares at the t1me of forfeiture or surrender or for any cons1derat10n rece1ved on the1r disposal or wa1ve payment 1n whole or m part 135 Lien on partly paid shares The Company shall have a f1rst and paramount hen on every share (not be1ng a fully pa1d share) for all moneys payable (whether or not due) 1n respect of that share The hen shall extend to all d1v1dends and other payments or d1stnbut1ons payable or d1stnbutable 1n respect of the relevant share The board may watve any hen wh1ch has ansen and may declare any share to be exempt,wholly or partially, from the prov1s1ons of th1s art1cle 136 Enforcement of lien by sale 136 1 The Company may sell any share on wh1ch 1t has a hen m such manner as the board th1nks fit, but no sale shall be made unless an amount payable on the share 1n respect of which the hen ex1sts IS presently payable,nor until the exp1rat1on of 14 days after a not1ce demandmg payment of the amount presently payable, and g1v1ng not1ce of the 1ntent1on to sell m default, has been g1ven to the holder for the t1me bemg of the share or the person ent1tled to 1!by reason of a transm1ss1on event 136 2 To g1ve effect to that sale the board may appomt any person to transfer the share sold to, or 1n accordance w1th the d1rect1ons of, the buyer 137 Application of proceeds of sale The net proceeds of the sale, after payment of the Company's costs assoc1ated w1th the sale, shall be applied 1n or towards sat1sfact1on of the amount 1n respect of wh1ch the hen ex1sts, and any res1due shall (subject to a like hen for debts or hab•ht1es not presently payable but wh1ch ex1sted on the share pnor to the sale) on surrender to the Company for cancellation of the certificate (1f any) m respect of the share sold, be pa1d to the person entitled to the share 1mmed1ately before the sale 138 Ev1dence of forfeiture or hen A statutory declaration by a d1rector or the secretary of the Company and that a share has been forfe1ted or surrendered or sold to satisfy a hen of the Company on a date stated m the declaration shall be conclus1ve ev1dence of the facts stated 1n the declaration as aga1nst all persons cla1mmg to be entitled to the share The declaration shall (subject 1f

 necessary to the relevant transfer bemg made) constitute a good title to the share and the person to whom the share IS sold, re-allotted or d1sposed of shall be reg1stered as the holder of the share, and shall not be bound to see to the apphcat1on of the purchase money (1f any), nor shall h1s btle to the share be affected by any 1rregulanty or mvahdrty m the proceedings relating to the forfe1ture, surrender, sale, re-allotment or disposal of the share The remedy of any person aggneved 1n respect of the proceed1ngs shall be m damages only and agamst the Company exclusively Untraceable Members 139 Power to dispose of shares of untraced members 139 1 The Company may sell, m such manner as the board sees fit and at the best pnce reasonably obtamable, any share held by a member or to wh1ch a person 1s ent1tled by transrmss1on 1f 139 1 1 1391 2 139 1 3 1391 4 the share has been 1n 1ssue for at least the prev1ous 12 years and dunng that penod at least three cash d1v1dends have become payable m respect of the share and have been sent by the Company m a manner authonsed by these articles, dunng that penod of 12 years no cash d1v1dend payable m respect of the share has been claimed, no cheque or warrant or other payment for an amount payable m respect of the share has been cashed or otherw1se pa1d and no communtcatton has been recetved by the Company from the member or person, the Company has, after the exptrallon of that penod, publtshed advertisements 1n at least one leadmg national newspaper and one newspaper ctrculattng tn the area tn wh1ch the last known address of the member (or person entitled by transmiSSIOn to the share) or the address at wh1ch notices may be g1ven under these articles 1s located, 1n each case g1v1ng nottce of 1ts tntentiOn to sell the share, and the Company has not, dunng a further penod of three months after the publication of those advertisements and pnor to the sale of the share, rece1ved any commun1cat1on m respect of the share from the member or person ent1tled by transm1ss1on 139 2 The Company shall also be entttled to sell, tn the manner prov1ded form article 139 1, any share (additional share) 1ssued on or before the date of publicatiOn of the first of any advertisements under article 139 1 m nght of any share to wh1ch that art1cle applies (or 1n nght of any share to wh1ch th1s article 139 2 applies) tf the cond1ttons tn art1cles 139 1 2 to 139 1 4 are satisfied 1n relat1on to the add1t1onal share (but as tf references to a penod of 12 years were references to a penod begmnmg on the date of allotment of the share and end1ng on the date of pubhcatton of the first advertisements referred to above) 139 3To g1ve effect to any sates under th1s article the board may

 139 3 1 where the shares are held m certificated form, appomt any person to execute, as transferor, an 1nstrument of transfer of the shares to, or 1n accordance w1th the d1recbons of, the buyer, 139 3 2 where the shares are held m uncert1ficated form, do all acts and th1ngs 1t considers necessary or exped1ent to effect the transfer of the shares to or rn accordance WJth the drrect1ons of the buyer 139 4 The buyer shall not be bound to see the appl1cat1on of the purchase money, nor shall the t1tle of the new holder to the shares be affected by any 1rregulanty m, or rnvahdrty of, the proceedrngs relatmg to the sale 140 Sale procedure and application of proceeds 140 1 The Company shall be mdebted to the person ent1tled to the share at the date of sale for an amount equal to the net proceeds of sale, but no trust shall be created and no Interest shall be payable 1n respect of the proceeds of sale pendmg payment of the net proceeds of sale to such person, and the proceeds may be used 1n the Company's busrness or rnvested 1n such a way as the board may from t1me to t1me thmk frt 140 2 No Interest shall be payable m respect of the net proceeds and the Company shall not be reqUired to account for any money earned on the net proceeds Accounts 141 Accounts Accountrng records sufficient to show and explam the Company's transactions and otherw1se complying w1th the Statutes shall be kept at the office or. subject to the Statutes. at such other place or places as the board thrnks fit and shall always be open to the rnspect1on by the Company's officers No member (as such) shall have any nght of mspect1ng any account or book or document of the Company except as conferred by law or ordered by a court of competent junsd1ct1on or authonsed by the board 142 Summary of financialstatements Where penn1tted by the Statu1es. the Company may send a summary fmanaal statement m the fonn speafied by the Statutes to the persons who would otherwise be entitled to be sent a copy of the Company's full annual accounts and reports Auditors 143 Validity of acts of auditors Subject to the prov1s1ons of the Statutes, all acts done by any person acbng as an aud1tor shall, as regards all persons dealing m good fa1th wtth the Company, be valid notwtthstandrng that there was some defect rn hiS appotntment or that he was at the t1me of h1s appomtment not qualified for appotntment or subsequently became disqualified

 Service of Notices and Other Documents 144 Notices In writing Any not1ce to be g1ven to or by any person under these articles (other than a notice calling a meeting of the board) shall be m wnbng, except where otherwise expressly stated Any such notice may be g1ven us1ng electronic commun1cat1ons prov1ded sent to such address (1f any) for the t1me be1ng nobfied for that purpose to the person sendmg the not1ce by or on behalf of the person to whom the nobce IS sent and m the case of commumcat1ons between the Company and 1ts members, 1n accordance w1th the follow1ng art1cles 145 and 146 145 Method of glvmg not1ce to members 145 1 The Company shall g1ve any notice or other document under these art1cles to a member by whichever of the followmg methods 1t may 1n 1ts absolute d1scret10n determme 14511 personally, or 1451 2 by post1ng the not1ce or other document m a prepaid envelope addressed, m the case of a member, to h1s reg1stered address, or 1n any other case, to the person's usual address. or 1451 3 by leavmg the not1ce or other document at that address, or 1451 4 by send1ng the notice or other document usmg electronic commumcat1ons to such address (1f any) for the t1me bemg nollfied to the Company by or on behalf of the member for that purpose, or 1451 5 m accordance w1th art1cle 145 2, or 1451 6 by any other method approved by the board 145 2 A member whose reg1stered address IS not wtthm the Umted Kmgdom and who g1ves to the Company an address w1thm the Umted Kmgdom at which not1ces may be g1ven to htm or an address to wh1ch not1ces may be sent usmg electronic commun1callons shall be ent1tled to rece1ve notices and other documents from the Company at that address, but, unless he does so, shall not be entitled to rece1ve any not1ce from the Company Without hm1tmg the prev1ous sentence, any nottce of a general meetmg of the Company wh1ch IS tn fact sent or purports to be sent to such address shall be 1gnored for the purposes of determ1nmg the validity of proceedings at such meet1ng 145 3 Subject to the Statutes the Company may also g1ve any not1ce or other document under these art1cles to a member by pubhsh1ng that not1ce or other document on a webs1te where 145 31the Company and the member have agreed to the member havmg access to the not1ce or document on a webs1te (tnstead of 1t betng sent to h1m),

 145 3 2 145 3 3 145 34 the not1ce or document IS one to wh1ch that agreement applies, the member IS notified, m a manner for the tume be1ng agreed between h1m and the Company for the purpose, of 145 3 3 1 the publication of the notice or document on a webs1te. 145 3 3 2 the address of that webs1te, and 145 3 3 3 the place on that website where the not1ce or document may be accessed, and how 1t may be accessed, and the not1ce of document 1s published on that webs1te throughout the publication penod and (1f applicable) contmues to be so published unt1l the conclus1on of the meetmg (and any adjourned meetmg), provided that, 1f the notice or document 1s published on that webs1te for a part, but not all of, such penod, the notice or document shall be treated as bemg published throughout that penod 1f the fa1lure to publish that not1ce or document throughout that penod IS wholly attnbutable to circumstances wh1ch 1t would be reasonable to have expected the Company to prevent or avo1d 145 4 In art1cle 145 3 publication penod means 145 41 145 4 2 1n the case of a not1ce of an adjourned meeting under art1cle 39 of not less than seven clear days before the date of the adjourned meetmg, begmmng on the day follow1ng that on wh1ch the nobce referr,ed to m art1cle 145 3 2 IS sent or (1f later) IS deemed g1ven, and m any other case, a penod of not less than 21 days, begmnmg on the day followmg that on wh1ch the notificatiOn referred to 1n art1cle 145 3 2 IS sent or (1f later) IS deemed g1ven 145 5 The board may from t1me to t1me 1ssue, endorse or adopt terms and cond1t10ns relatmg to the use of electromc commun1cat1ons for the g1vmg of notices, other documents and proxy appomtments by the Company to members or persons entitled by transm1ss1on and by members or persons enbtled by transmiSSIOn to the Company 145 6 Proof that an envelope conta1mng a not1ce or other document was proper1y addressed, prepa1d and posted shall be conclusive ev1dence that the not1ce or document was g1ven Proof that a not1ce or other document contamed m an electronic commun1cat1on was sent or g1ven m accordance w1th gu1dance 1ssued by the lnst1tute of Chartered Secretanes and Adm1n1strators current at the date of adopt1on of these art1cles. or, 1f the board so resolves, any subsequent gu1dance so 1ssued, shall be conclus1ve ev1dence that the nobce or document was sent or g1venA notice or other document sent by the Company to a member by post shall be deemed to be g1ven or delivered 145 611f sent by first class post or spec1al dehvery post from an address 1n the Un1ted K1ngdom to another address m the Un1ted K1ngdom, or by a postal serv1ce

- - --· ---s1m1lar to first class post or spec1al delivery post from an address 1n another country to another address m that other country, on the day followmg that on wh1ch the envelope contammg 11 was posted, 145 6 2 1f sent by a1rma1l from an address m the Un1ted K1ngdom to an address outs1de the Umted K1ngdom, or from an address 1n another country to an address outs1de that country (1nclud1ng w1thout hm1tat1on an address 1n the Un1ted Kmgdom), on the th1rd day followmg that on wh1ch the envelope contam1ng 11 was posted, 145 6 3 m any other case, on the second day followmg that on wh1ch the envelope conta1nmg 1t was posted 145 7 A notice or other document sent by the Company to a member contamed 1n an electromc commumcat1on shall be deemed g1ven to the member on the day followmg that on wh1ch the electronic communication was sent to the member Such a notice or other document shall be deemed g1ven by the Company to the member on that day notw1thstandmg that the Company becomes aware that the member has failed to rece1ve the relevant not1ce or other document for any reason and notw1thstandmg that the Company subsequently sends a copy of such notice or other document by post to the member 146 Notice by members Unless otherwise prov1ded by these artrcles, a member or a person ent1tled by transm1ss1on to a share shall g1ve any notice or other document under these articles to the Company by whichever of the followmg methods he may 1n h1s absolute d1scretron determ1ne 146 1by posttng the notice or other document 1n a prepa1d envelope addressed to the office, or 146 2 by leavrng the nollce or other document at the office, or 146 3 by send1ng the notice or other document usmg electronrc communrcabons to such address (1f any) for the t1me bemg notified by or on behalf of the Company for that purpose 147 Notice to joint holders In the case of JOint holdmgs, all notices and other documents shall be giVen or sent to the JOint holder whose name appears first m the reg1ster and th1s shall be suffic1ent delivery to all the JOint holders m the1r capacity as such For such purpose a JOint holder havmg no reg1stered address 10 the Unrted Kmgdom and not havmg g1ven an address w1thrn the Un1ted K1ngdom at which not1ces may be g1ven to h1m or an address to which not1ces may be sent us1ng electronrc communrcatlons shall be disregarded 148 Not1ce to persons entitled by transmission A not1ce may be giVen by the Company to the persons entitled to a share m consequence of the death or bankruptcy of a member by send1ng or dehvenng 1t. 1n any manner authonsed by these art1cles for the g1v1ng of not1ce to a member, addressed to them by

 name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any hke descnpt1on at the address, 1f any, w1th1n the Umted K1ngdom supplied for that purpose by the persons cla1m1ng to be so entitled Unbl such an address has been supplied, a not1ce may be g1ven 1n any manner m wh1ch 1t m1ght have been g1ven 1f the death or bankruptcy had not occurred whether or not the Company has notice of the transmiSSIOn event 149 Disruption of postalservices If at any t1me by reason of the suspenSIOn or curtailment of postal serv ces w1thm the Un1ted Kmgdom, the Company IS unable effectively to convene a general meetmg by notiCes sent through the post, a general meetmg may be convened by a not1ce advertised 1n at least one lead1ng national dally newspaper and such not1ce shall be deemed to have been g1ven to all members and other persons entitled to rece1ve 11 on the day when the advertisement appears (or f1rst appears) In any such case the Company shall send confinmatory cop1es of the not1ce by post 1f at least seven days pnor to the meet1ng the posting of notices to addresses throughout the Un1ted Kmgdom aga1n becomes practicable 150 Deemed notice A member present 1n person at any meeting of the Company or of the holders of any class of shares shall be deemed to have rece1ved notice of the meetmg and, where requ1s1te, of the purposes for wh1ch 1t was called 151 Successors In title bound by notice to predecessor Every person who becomes entttled to a share shall be bound by any notice (other than a nollce g1ven under sect1on 793 of the 2006 Act) 1n respect of that share wh1ch, before h1s name IS entered 1n the reg1ster, was g1ven to the person from whom he denves h1s t1tle 152 Reference to notices are to notifications Except when the subject or context otherw1se requ1res, 1n art1cles 1451, 145 2, 145 5, 145 6, 146 and 147 references to a not1ce mclude Without hm1tat10n references to any not1ficat1on reqUired by the Statutes or these art1cles m relation to the publication of any not1ces or other documents on a webs1te 153 Statutory requirements Nothmg m these art1cles shall affect any reqUirement of the Statutes that any particular offer, not1ce or other document be served 1n any part1cular manner 154 Record date for delivery 154 1 For the purposes of g1v1ng not1ces of meetings or other documents, whether under these art1cles or under section 310(1) of the 2006 Act, any other Statute or any other statutory Instrument. the Company may detenm1ne that persons entitled to rece1ve such notices or

, ' other documents are those persons entered on the reg1ster at the close of bus1ness on a day deterrmned by 11 154 2 The day determ1ned by the Company under article 154 1 may not be more that 21 days before the day that the not1ce of the meetmg or other document IS sent 154 3 For the purposes of determmmg wh1ch persons are entitled to attend and/or vote at a meebng, and how many votes such persons may cast, the Oompany may spec1fy m the not1ce of the meebng a time, not more than 48 hours before the t1me fixed for the meeting, by wh1ch a person must be entered on the register m order to have the nght to attend and/or vote at the meet1ng In calculating the penod ment1oned m th1s art1cle 154 3, no account shall be taken of any part of a day that IS not a wor1<mg day Winding Up 155 Liquidator may distribute 1n spec1e lf the Company JS bemg wound up {whether the hquJdatJon Js voluntary, under superviSIOn or by the Court) the hqu1dator may, w1th the authonty of a spec1al resolutiOn and any other sanct1on reqUJred by the Statutes 155 1 d1v1de among the members m spec1e the whole or any part of the assets of the Company (whether they shall cons1st of property of the same kmd or not) and may for that purpose value any assets and determme how such diVISion shall be earned,out as between the members or different classes of members, and/or 155 2 vest the whole or any part of the assets m trustees upon such trusts for the benefit of members as the liquidator, With the hke authonty, shall th1nk fit but so that no member shall be compelled to accept any assets 1n respect of wh1ch there IS any hab1hty Provisions for Employees 156 Provision for employees The board may, by resolution, exerc1se any power conferred by the Statutes to make prov1s1on for the benefit of persons employed or formerly employed by the Company or any of Jts subs1d1ary undertakmgs m connection With the cessa!Jon, or the transfer to any person, of the whole, or part of, the undertaking of the Company or that subs1d1ary undertakmg Indemnity 157 Indemnity Subject to the proviSIOns of and so far as may be cons1stent w1th the Statutes, every d1rector or other officer of the Company shall be mdemmfied out of the funds of the Company agamst all costs, charges, losses, expenses and hab•hl1es Incurred by h1m for negligence. default, breach of duty or breach of trust or otherw1se m relatJon to the affairs of the Company or of an assoc1ated company, or 1n connect1on w1th the act•v•t•es of the

I I Company, or of an assoc1ated company, as a trustee of an occupational pens1on scheme (as defined m section 235(6) of the 2006 Act) 158 Insurance 158 1 W1thout preJUdice to art.1cle 157 the board shall have the power to purchase and mamta1n Insurance for or for the benefit of any person who IS or was at any time 1581 1 a d1rector or other officer of any Relevant Company (as defined m art1cle 158 2 below), or 1581 2 a trustee of any pens1on fund or retirement, death or d1sab1l1ty scheme for the benefit of any employee of any Relevant Company or employees' share scheme m wh1ch employees of any Relevant Company are mterested, mcludmg (without hm1tabon) msurance aga1nst any llab1hty w1thm art1cle 157 1ncurred by h1m m relat1on to any Relevant Company, or any such pens1on fund, ret1rement or other scheme or employees' share scheme 158 2 For these purposes Relevant Company shall mean the Company or any other undertakmg wh1ch IS or was at some t1me 158 2 1 the parent undertakmg of the Company, or 158 2 2 a subs1d1ary undertakmg of the Company or of such parent undertaking, or 1582 3 otherw1se associated w1th the Company or any such parent or subs1d1ary undertak1ng or the predecessors 1n busmess of the Company or of any such parent or subs1d1ary undertakmg or associate