Vodafone Group Public Limited (VOD) F-3ASR Automatic shelf registration (foreign)

EXHIBIT 4.5

Company Number: 1833679

The Companies Acts 1948 to 1985

Public Company Limited by Shares

MEMORANDUM OF ASSOCIATION

OF

VODAFONE GROUP PUBLIC LIMITED COMPANY

THE COMPANIES ACTS 1948 to 1985

PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION OF

VODAFONE GROUP PUBLIC LIMITED COMPANY

(including all amendments as at 26 July 2005)

1	1The name of the Company is “VODAFONE GROUP PUBLIC LIMITED COMPANY”.
2	The Company is a public company.
3	The registered office of the Company will be situate in England.
4	The objects for which the Company is established are:

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

(2)

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

(3)

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

1	17 July 1984 — Incorporated as a private company with name “RACAL STRATEGIC RADIO LIMITED”
	17 September 1985 — name changed to “RACAL TELECOMMUNICATIONS GROUP LIMITED”
	5 September 1988 — name changed to “RACAL TELECOM LIMITED”
	14 September 1988 — Re-registered as a public company
	16 September 1991 — name changed to “VODAFONE GROUP PUBLIC LIMITED COMPANY”
	29 June 1999 — name changed to “VODAFONE AIRTOUCH PUBLIC COMPANY LIMITED”
	28 July 2000 — name changed to “ VODAFONE GROUP PUBLIC LIMITED COMPANY”

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	or operation whether manufacturing, financial, mercantile, agricultural, extractive or otherwise.
(4)	To purchase, take on lease or in exchange, hire or otherwise acquire, and obtain options over, lands, buildings and generally any real or personal property, rights or privileges of any kind which the Company may deem necessary or convenient for or with reference to any of its objects, or capable of being profitably dealt with in connections with any of its property rights for the time being.
(5)	To apply for or acquire by purchase or otherwise, whether in the United Kingdom or elsewhere, any patents, patent rights, secret processes, trade marks, copyrights or other rights of monopolies, licences, concessions and the like, and to use, exercise, develop or grant licences in respect of, or otherwise turn the same to account and to make, assist, or subsidise any experiments, researches or investigations.
(6)	To purchase or otherwise acquire, obtain options over, take over, manage, supervise, control and undertake all or any part of the business, undertaking, goodwill, property, assets, rights and liabilities of any person or company, or to acquire the control of shares of any company or any interest therein and to act as a director or manager of any company.
(7)	To improve, manage, develop, grant licences, easements and other rights over, exchange and in any other manner deal with or dispose of the undertaking, property, assets, rights and effects of the Company, or any part thereof, for such consideration as may be thought fit, and in particular for stock, shares, debentures, debenture stock or securities of any other company, whether fully or partly paid up.
(8)	To pay for any property or rights acquired by the Company and for any services rendered or to be rendered to the Company either in cash or in fully or partly paid shares, with or without preferred or deferred or guaranteed rights in respect of dividend or repayment of capital or otherwise, or in any securities which the Company has power to issue, or partly in one mode and partly in another and generally on such terms as may seem expedient.
(9)	To lend any moneys or assets of the Company to such persons, firms or companies and on such terms as may be considered expedient, and either with or without security, and to invest and deal with moneys and assets of the company not immediately required in any manner and to receive money and securities or deposit, at interest or otherwise.
(10)	To borrow or raise money and to secure or discharge any debt or obligation of or binding on the Company in such manner as may be thought fit, and in particular mortgages, or other charges upon the undertaking and all or any of the property and assets (present or future) and the uncalled or unpaid capital of the Company, or by the creation and issue on such terms and conditions as may be thought expedient of debentures or debenture stock, perpetual or otherwise, or other securities of any description.
(11)	To enter into any guarantee, contract of indemnity or suretyship whether by personal covenant or by mortgage or charge on all or any part of the undertaking, property or assets of the Company (including its uncalled capital) and in particular (without prejudice to the generality of the foregoing) with or without consideration to guarantee or give security as aforesaid for the payment of any principal moneys, premiums,

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	interest and other moneys secured by or payable under any obligations or securities including particularly the obligations or securities of any company which is (within the meaning of Section 154 of the Companies Act 1948) in relation to the Company a holding company or a subsidiary of such holding company or of the Company or which is otherwise associated with the Company in business.
(12)	To issue securities which the Company has power to issue by way of security and indemnity to any person whom the Company has agreed, or is bound or willing to indemnify, or in satisfaction of any liability undertaken or agreed to be undertaken by the Company, and generally in every respect upon such terms and conditions and for such consideration (if any) as the Company may think fit.
(13)	To establish or promote or concur in establishing or promoting any other company or companies for the purpose of acquiring or undertaking all or any of the assets and liabilities of this Company, or for any other purpose which may seem directly or indirectly calculated to benefit this Company or to advance the objects or interest thereof, or to take and otherwise acquire and hold or dispose of shares, stock, debentures, debenture stock or other securities of any such company or companies.
(14)	To amalgamate or enter into partnership with, and to co-operate in any way with or assist or subsidise any person, firm or company carrying on any business which this Company is authorised to carry on or possessed of property suitable for the purposes of the Company.
(15)	To pay all expenses incident to the formation or promotion of this or any other company, and to remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in or debentures or debenture stock or other securities of the Company, or in or about the promotion, formation or business of the Company, or of any other company promoted wholly or in part by this Company.
(16)	To draw, make, accept, endorse, discount, negotiate, execute and issue, and to buy, sell and deal with bills of exchange, promissory notes and other negotiable or transferable instruments or securities.
(17)	To grant pensions or gratuities to any employees or officers (including Directors) or ex-employees or ex-officers (including ex-Directors) of the Company or the relations, connections or dependants of any such persons, and to pay or contribute to insurance schemes having such objects, and to establish or support associations, institutions, clubs, funds and trusts which may be considered likely to benefit any such persons or otherwise advance the interests of the Company or of its members, and to establish or contribute to any scheme for the purchase by trustees of fully paid shares in the Company, to be held for the benefit of employees of the Company, including any Director holding a salaried employment or office in the Company, and to lend money to the Company’s employees to enable them to purchase fully paid shares in the Company, and to formulate and carry into effect any scheme for sharing the profits of the Company with its employees or any of them.
(18)	To subscribe or guarantee money for any national, charitable, benevolent, public, general or useful object, or for any exhibition, or for any purpose which may seem likely directly or indirectly to further objects of the Company or the interests of its members.

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(19)	To distribute among the members of the Company in specie by way of dividend or bonus or upon a return of capital any property or assets of the Company, or any proceeds of sale or disposal of any property or assets of the Company but so that no distribution amounting to a reduction of capital be made except with the sanction (if any) for the time being required by law.
(20)	To hold in the name of others any property which the Company is authorised to acquire and to do all or any of the things and matters aforesaid in any part of the world and either as principal, agent, contractor, trustee or otherwise, and by or through trustees, agents, sub-contractors or otherwise, and either alone or in conjunction with others; and to accept property on trust and to act as trustee, executor, administrator or attorney either gratuitously or otherwise.
(21)	To procure the Company to be registered or incorporated in any part of the world.
(22)	To do all such other things and to carry on such other business or businesses whatsoever and wheresoever as may, in the opinion of the Company, be necessary, incidental, conducive or convenient to the attainment of the above objects or any of them, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property, assets or rights, or otherwise likely in any respect to be advantageous to the Company.
(23)	To purchase and maintain insurance for or for the benefit of any persons who are or were at any time directors, officers or employees or auditors of the Company, or of any other company which is its holding company or in which the Company or such holding company or any of the predecessors of the Company or of such holding company has any interest whether direct or indirect or which is in any way allied to or associated with the Company, or of any subsidiary undertaking of the Company or of any such other company, or who are or were at any time trustees of any pension fund in which any employees of the Company or of any such other company or subsidiary undertaking are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and or discharge of their duties and or in the exercise or purported exercise of their powers and or otherwise in relation to the Company or any such other company, subsidiary undertaking or pension fund and to such extent as may be permitted by law otherwise to indemnify or to exempt any such person against or from any such liability; for the purpose of this clause “holding company” and “subsidiary undertaking” shall have the same meanings as in the Companies Act 1985 as amended by the Companies Act 1989.
(24)	To provide a director with funds to meet reasonable expenditure incurred or to be incurred by him in defending any civil or criminal proceedings, or in connection with any application under those provisions of the Companies Act 1985 referred to in section 337A of that Act, and to do anything to enable a director to avoid incurring such reasonable expenditure, to the extent permitted by law.

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

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	objects and be in no way limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company.
5	The liability of the members is limited.
6	2The Share Capital of the Company is £50,000 and US$7,800,000,000 divided into 78,000,000,000 ordinary shares of US$0.10 each and 50,000 fixed rate shares of £1 each.
	WE, the several persons whose names, addresses and descriptions are subscribed, are desirous of being formed into a company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.

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

On 14 September 1988:

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

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

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

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

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

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

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

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Names and Addresses and	Number of shares taken by
Descriptions of Subscribers	each Subscriber (in Words)
Brian Auld	One
Easthampstead Road
Bracknell
Berks
RG12 1NS
Solicitor
Brian Gilbert Guest Cowper	One
Easthampstead Road
Bracknell
Berks
RG12 1NS
Solicitor

Dated this 13th day of June, 1984.

Witness to the above Signatures: Paul Lush
Easthampstead Road
Bracknell
Berks
RG12 1NS

Solicitor

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Company Number: 1833679

The Companies Acts

Public Company Limited by Shares

ARTICLES OF ASSOCIATION

OF

VODAFONE GROUP PUBLIC LIMITED COMPANY

TABLE OF CONTENTS

	Article No.		Page No.
Preliminary Articles
Table A and other standard regulations do not apply		1		1
The meaning of words and phrases used in the Articles		2		1
Share Capital
Form of the Company’s share capital		3		7
Fixed Rate Shares
Right of Fixed Rate Shares to profits		4		8
Right of Fixed Rate Shares to capital		5		8
Voting rights of Fixed Rate Shares		6		9
Varying the rights of Fixed Rate Shares		7		9
Changing Capital
The power to increase capital		8		10
Application of the Articles to new shares		9		10
The power to change capital		10		10
Fractions of shares		11		10
The power to reduce capital		12		11
Buying back shares		13		11
Shares
The special rights of new shares		14		11
The directors’ power to deal with shares		15		12
The directors’ authority to allot “relevant securities” and “equity securities”		16		12
Power to pay commission and brokerage		17		13
Renunciations of allotted but unissued shares		18		14
No trusts or similar interests recognised		19		14
Shares in Uncertificated Form
Holding shares in uncertificated form and effect of the CREST Regulations		20		14
Share Certificates
Certificates		21		15
Replacement share certificates		22		16
Calls on Shares
The directors can make calls on shares		23		16
The liability for calls		24		17
Interest and expenses on unpaid calls		25		17

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	Article No.		Page No.
Preliminary Articles
Sums which are payable when a share is allotted are treated as a call		26		17
Calls can be for different amounts		27		17
Paying calls early		28		17
Forfeiting Shares
Notice following non-payment of a call		29		18
Contents of the notice		30		18
Forfeiture if the notice is not complied with		31		18
Forfeiture will include unpaid dividends		32		18
Dealing with forfeited shares		33		18
Cancelling forfeiture		34		19
The position of shareholders after forfeiture		35		19
Liens on Partly Paid Shares
The Company’s lien on shares		36		19
Enforcing the lien by selling the shares		37		19
Using the proceeds of the sale		38		20
Evidence of forfeiture or enforcement of lien		39		20
Changing Shares Rights
Changing the special rights of shares		40		20
More about the special rights of shares		41		21
Transferring Shares
Share transfers		42		21
More about transfers of shares in certificated form		43		21
The Company can refuse to register certain transfers		44		22
Closing the Register		45		22
Overseas branch registers		46		23
Persons Automatically Entitled to Shares by Law
When a shareholder dies		47		23
Registering personal representatives		48		23
A person who wants to be registered must give notice		49		23
Having another person registered		50		23
The rights of people automatically entitled to shares by law		51		24
Shareholders Who Cannot Be Traced
Shareholder who cannot be traced		52		24
General Meetings
The Annual General Meeting		53		25
Extraordinary General Meetings		54		25
Calling an Extraordinary General Meeting		55		25
Notice of General Meetings		56		25

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	Article No.		Page No.
Preliminary Articles
Proceedings at General Meetings
The chairman of a General Meeting		57		26
Security, and other arrangements at General Meetings		58		27
Overflow meeting rooms		59		27
The quorum needed for General Meetings		60		28
The procedure if there is no quorum		61		28
Adjourning meetings		62		28
Amending Resolutions		63		28
Voting Procedures
How votes are taken		64		29
How a poll is taken		65		29
Where there cannot be a poll		66		30
A General Meeting continues after a poll is demanded		67		30
Timing of a poll		68		30
The chairman’s casting vote		69		30
The effect of a declaration by the chairman		70		30
Voting Rights
The votes of shareholders		71		31
Shareholders who owe money to the Company		72		31
Suspension of rights on non-disclosure of interest		73		31
Votes of shareholders who are of unsound mind		74		33
The votes of joint holders		75		34
Proxies
Appointment of proxies		76		34
Completing proxy forms		77		34
Delivering proxy forms		78		35
Cancellation of proxy’s authority		79		36
Authority of proxies		80		36
Representatives of companies		81		36
Challenging votes		82		37
Directors
The number of directors		83		37
Qualification to be a director		84		37
Directors’ fees and expenses		85		37
Special pay		86		37
Directors’ expenses		87		38
Directors’ pensions and other benefits		88		38
Appointing directors to various posts		89		38
Changing Directors
Age limits		90		39
Retiring directors		91		39

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	Article No.		Page No.
Preliminary Articles
Eligibility for re-election		92		39
Re-electing a director who is retiring		93		39
Election of two or more directors		94		39
People who can be directors		95		40
The power to fill vacancies and appoint extra directors		96		40
Removing and appointing directors by an ordinary resolution		97		40
When directors are disqualified		98		40
Directors’ Meetings
Directors’ meetings		99		41
Who can call directors’ meetings		100		41
How directors’ meetings are called		101		41
Quorum		102		42
The Chairman of directors’ meetings		103		42
Voting at directors’ meetings		104		42
Directors can act even if there are vacancies		105		42
Directors’ meetings by video conference and telephone		106		43
Resolutions in writing		107		43
The validity of directors’ actions		108		43
Directors’ Interests
Directors’ interests in transactions with the Company		109		44
When directors can vote on things in which they are interested		110		44
More about directors’ interests		111		46
Directors’ Committees
Delegating powers to committees		112		46
Committee procedure		113		46
Directors’ Powers
The directors’ management powers		114		47
The power to establish local boards		115		47
The power to appoint attorneys		116		48
Borrowing powers		117		48
Borrowing restrictions		118		48
Alternate Directors
Alternate directors		119		50
The Secretary
The Secretary and Deputy and Assistant Secretaries		120		51
The Seal
The Seal		121		51

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	Article No.		Page No.
Preliminary Articles
Authenticating Documents
Establishing that documents are genuine		122		52
Reserves
Setting up reserves		123		53
Dividends
No dividends are payable except out of profits		124		53
Final dividends		125		53
Fixed and interim dividends		126		53
Dividends not in cash		127		53
Calculation and currency of dividends		128		54
Deducting amounts owing from dividends and other money		129		54
Payments to shareholders		130		54
Record dates for payments and other matters		131		55
Dividends which are not claimed		132		55
Waiver of dividends		133		56
Capitalising Reserves
Capitalising reserves		134		56
Scrip Dividends				��
Ordinary Shareholders can be offered the right to receive extra shares instead of cash dividends		135		57
Accounts
Accounting and other records		136		59
Location and inspection of records		137		59
Sending copies of accounts and other documents		138		59
Auditors
Actions of auditors		139		60
Auditors at General Meetings		140		60
Communications with Shareholders
Serving and delivering notices and other documents		141		60
Notices to joint holders		142		61
Notices for shareholders with foreign addresses		143		61
When notices are served		144		61
Serving notices and documents on shareholders who have died or are bankrupt		145		62
If documents are accidentally not sent or the postal services are suspended		146		62
Signature or authentication of documents		147		62

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	Article No.		Page No.
Preliminary Articles
Minutes and Records
Minutes		148		63
Availability of records for inspection and notifying the Registrar of Companies		149		63
Winding Up
Directors’ power to petition		150		64
Distribution of assets in kind		151		64
Destroying Documents
Destroying documents		152		64
Indemnity and Insurance
Indemnity		153		65
Insurance		154		65
Share Warrants
Issue of Share Warrants		155		66
Directors can accept a certificate instead of a Share Warrant		156		66
Requesting a Share Warrant		157		67
Replacing Share Warrants		158		67
Rights of the Bearer		159		67
Bearers of Share Warrants participating in securities offers		160		68
Communications with Bearers of Share Warrants		161		68
Issuing shares to which the Share Warrant relates		162		69
ADR Depositary
ADR Depositary can appoint proxies		163		69
The ADR Depositary must keep a Proxy Register		164		70
Appointed Proxies can only attend General Meetings if properly appointed		165		70
Rights of Appointed Proxies		166		70
Sending information to an Appointed Proxy		167		71
The Company can pay dividends to an Appointed Proxy		168		71
The Proxy Register may be fixed at a certain date		169		71
The nature of an Appointed Proxy’s interest		170		71
Validity of the appointment of Appointed Proxies		171		72
Rights and Restrictions Attached to the B Shares
Definitions		172		72
Income		173		73
Capital		174		74
Redemption		175		74
Initial B Share Dividend		176		75
Voting at General Meetings		177		75
Purchase of Shares		178		76

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	Article No.		Page No.
Preliminary Articles
Class Rights		179		76
Form		180		76
Deletion of Articles 172 to 181 when no B Shares in existence		181		76
Rights and Restrictions Attached to the Deferred Shares
Income		182		76
Capital		183		77
Redemption		184		77
Attendance and Voting at General Meetings		185		77
Form		186		77
Class Rights		187		77
Transfer and Purchase		188		78
Deletion of Articles 182 to 189 when no Deferred Shares in existence		189		78
Approved Depositaries
Appointments		190		78
Rights of Nominated Proxies		191		79
Glossary				80

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Company Number: 1833679

The Companies Acts

Company Limited by Shares

ARTICLES OF ASSOCIATION

Adopted on [•] 2007 pursuant to a Special Resolution passed on [•] 2007.

of

VODAFONE GROUP PUBLIC LIMITED COMPANY

PRELIMINARY ARTICLES

1	Table A and other standard regulations do not apply
	The regulations in Table A of the Companies Act 1948, and any similar regulations inthe Companies Actsdo not apply to theCompany.
2	The meaning of words and phrases used in the Articles
2.1	The following table gives the meaning of certain words and phrases as they are used in theseArticles. However, the meaning given in the table does not apply if that is inconsistent with the context in which a word or phrase appears. After theArticlesthere is a Glossary which explains various words and phrases. The Glossary is not part of theMemorandum orArticles, and it does not affect their meaning. Throughout theArticles, those words and expressions explained in this Article 2.1 are printed inboldand those explained in the Glossary are printed initalics.

Words and Phrases	Meaning
Act	This means any act of Parliament, enactment or statutory legislation.
Adjusted Total of Capital and Reserves	This is defined in Article 118.2.

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Words and Phrases	Meaning
ADR Depositary	A custodian or other person or persons approved by the directors who (a) holdssharesin theCompanyunder arrangements where either the custodian or some other person issuesAmerican Depositary Receiptswhich evidenceAmerican Depositary Sharesrepresentingsharesin theCompany; and/or (b) is appointed by or on behalf of theCompanyto holdShare Warrants.
American Depositary Shares	These representsharesin theCompanyand are evidenced byAmerican Depositary Receipts.
American Depositary Receipts	These representAmerican Depositary Shareseither physically or in the form ofDirect Registration Receipts.
Appointed Proxy	This is defined in Article 162.1.
Appointed Number	The number ofDepositary Sharesto which each appointment as aNominated Proxyrelates.
Approved Depositary	This means someone appointed:
	to hold theCompany’sshares or any rights or interests in any of theCompany’sshares; and
	to issue securities,documents of titleor other documents which evidence that the holder of them owns or is entitled to receive the shares, rights or interests held by theApproved Depositary.
	A nominee acting for someone appointed to do these things will also be treated as anApproved Depositary. But the arrangements for theApproved Depositaryto do the things described above must be approved by the directors. The trustees of any scheme or arrangements for or principally for the benefit of employees of theGroupwill also be treated as anApproved Depositary unless the directors decide otherwise. References in theArticlesto anApproved Depositaryor to shares held by it refer only to anApproved Depositaryand to its shares held in its capacity as anApproved Depositary.
approved transfer	This is defined in Article 73.11, for the purposes of Article 73.
Articles	TheCompany’sArticles of Association, including any changes made to them.
Bearer	This is defined in Article 155.1.
class meeting	This is defined in Article 40.1.
Common Seal	Any seal which theCompanymay have under theCompanies Acts and which theCompanymay use to execute documents.

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Words and Phrases	Meaning
Companies Act 1985	The Companies Act 1985, as amended by the Companies Act 1989 and theCompanies Act 2006.
Companies Act 2006	The company law provisions of the Companies Act 2006 (as defined therein), for the time being in force.
Companies Acts	TheCompanies Actsas defined in Section 2 of theCompanies Act 2006(where provisions are for the time being in force), theCREST Regulationsand other legislation relating tocompanies and affecting theCompany(including any orders, regulations or other subordinated legislation made under them) in force from time to time.
Companies Communications Provisions	The meaning of companies communications provisions is given in theCompanies Acts.
company	Includes any company, corporate body and any corporation established anywhere in the world.
company representative	This is defined in Article 81.1.
the Company	Vodafone Group Public Limited Company.
CREST Regulations	The Uncertificated Securities Regulations 1995.
default shares	This is defined in Article 73.1, for the purposes of Article 73.
Depositary Shares	The total number ofOrdinary Shareswhich are registered in the name of theApproved Depositary or its nominee at that time.
Direct Registration Receipt	AnAmerican Depositary Receiptinuncertificated form, the ownership of which is recorded in theDirect Registration System.
Direct Registration System	The system maintained by theADR Depositaryin which theADR Depositaryrecords the ownership ofDirect Registration Receipts.
direction notice	This is defined in Article 73.3 for the purposes of Article 73.
elected shares	This is defined in Article 135.10.
equity securities	The meaning of equity securities is given in Section 94Companies Act 1985.
equity shares	Sharesin the capital of theCompanywhich are regarded as equity share capital pursuant to Section 744Companies Act 1985.
Fixed Rate Shares	The 7 per centcumulativefixed rate shares of £1 each in theCompany.

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Words and Phrases	Meaning
Group	This is defined in Article 118.2, for the purposes of Article 118.
London Stock Exchange	London Stock Exchange plc.
Memorandum	The Memorandum of Association of theCompany.
Nominated Proxy	Each person theApproved Depositaryhas appointed as a proxy under Article 190.
Nominated Proxy Register	This is defined in Article 190.2, for the purposes of Articles 190 and 191.
non equity securities	Securitieswhich are notequity securities.
operator	CRESTCo Limited or any other operator of arelevant system under theCREST Regulations.
Ordinary Shareholder	A holder of theCompany’s Ordinary Shares.
Ordinary Shares	Ordinary shares of US$0.10 each in theCompany.
paid-up share or other security	Includes ashareor othersecuritywhich is treated (“credited”) as paid up.
pay	Includes any kind of reward or payment for services.
prescribed period	This is defined in Article 16.5, for the purposes of Article 16.
Procedural Resolution	A resolution or question put to the vote of a General Meeting of a procedural nature (such as a resolution on a simple clerical amendment to correct an obvious error in aSubstantive Resolution, a resolution to adjourn a General Meeting or a resolution on the choice of chairman of a General Meeting).
proxy form	This includes any document,electronic formor website based form which appoints aproxy.
recognised clearing house	A clearing house granted recognition under the Financial Services Act 1986.
recognised investment exchange	An investment exchange granted recognition under the Financial Services Act 1986.
Record Date	This is defined in Article 169.1, for the purposes of Article 169.
Record Time	This is defined in Article 191.4, for the purposes of Article 191.
Register	TheCompany’sregister ofmembers.

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Words and Phrases	Meaning
Registered Office	TheCompany’sregistered office or in the case of sending or supplying any document or information by electronic means or by means of a website in accordance with theCompanies Actsand theseArticles, the address stated for the purpose of receiving such document or information by electronic means or by means of a website.
Relevant Company	This is defined in Article 154.1, for the purposes of Article 154.
relevant securities	The meaning of relevant securities is given in Section 80 of theCompanies Act 1985.
relevant system	Arelevant systemunder theCREST Regulationswhoseoperator allowssharesor othersecuritiesof theCompanyto be transferred using that system.
relevant value	This is defined in Article 135.5, for the purposes of Article 135.
rightsof any share	The rights attached to asharewhen it isissued, or afterwards.
rights issue	This is defined in Article 16.5, for the purposes of Article 16.
Secretary	Any person appointed by the directors to do work as the company secretary including any assistant or deputy secretary.
securities offer	This is defined in Article 160.3, for the purposes of Article 160.
Securities Seal	An official seal kept by theCompanyfor sealingsecurities issued by theCompany, or for sealing documents creating or evidencingsecuritiesso issued, as permitted by theCompanies Acts.
Share Warrant	A share warrant to bearer issued by theCompany.
shareholder	A holder of theCompany’s shares.
shareholders’ meeting	A meeting ofshareholdersincluding both a General Meeting of theCompanyand aclass meeting.
shares	Shares which are inissueat the relevant time.
sterling	The currency of theUnited Kingdom.
subsidiary	Asubsidiaryas defined in Section 736 of theCompanies Act 1985.
subsidiary undertaking	Asubsidiary undertakingas defined in Section 258 of theCompanies Act 1985.
Substantive Resolution	Any resolution or question put to the vote of a General Meeting which is not aProcedural Resolution.

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Words and Phrases	Meaning
takeover offer	A takeover offer as defined in Section 974 of theCompanies Act 2006.
termsof a share	The terms on which asharewasissued.
Transfer Office	The place where theRegisteris kept or in the case of sending or supplying any document or information by electronic means or by means of a website in accordance with theCompanies Actsand theseArticles, the address stated for the purpose of receiving such document or information by electronic means or by means of a website.
UK Listing Authority	The Financial Services Authority in its capacity as the competent authority under the Financial Services Act 1986.
United Kingdom	Great Britain and Northern Ireland.
US dollars	The currency of the United States of America.
working day	A day on which banks in theUnited Kingdomare generally open for business, excluding Saturdays, Sundays and public holidays.

2.2 References to adebentureincludedebenture stockand references to adebenture holderinclude adebenture stockholder.

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

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

2.5 Words which refer to males also refer to females and to otherpersons.

2.6 References to apersonorpeopleincludecompanies,unincorporated associationsand so on.

2.7 References toofficersinclude directors, managers and theSecretary, but not theCompany’sauditors.

2.8 References to thedirectorsare to the board of directors unless the way in whichdirectorsis used does not allow this meaning.

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

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

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

2.12 Any word or phrase which is defined in theCompanies Acts(excluding any modification to them by a furtherActwhich is not in force when theseArticlesare adopted) means the

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same in theArticles, unless theArticlesdefine it differently, or the way in which the word or phrase is used is inconsistent with the definition given in theCompanies Acts.

2.13 Where theArticlessay that anything can be done by passing anordinary resolution, this can also be done by passing aspecial resolutionor anextraordinary resolution.

2.14 Where theArticlesrefer to changing the amount ofsharesthis means doing any or all of the following:

• subdividingthesharesinto othershareswith a smallernominal value;

• consolidatingthesharesinto othershareswith a largernominal value; and

• dividingshareswhich have beenconsolidatedintoshareswith a largernominal value than the originalshareshad.

2.15 Where theArticlesrefer to any document beingmade effectivethis means being signed, sealed, authenticated orexecutedin some other legally valid way.

2.16 Where theArticlesrefer tomonthsoryears, these are calendar months or years.

2.17 Articleswhich apply tofully-paidsharescan also apply tostock. References in thoseArticlestoshareorshareholderincludestockorstockholder.

2.18 Where theArticlesrefer tosharesincertificated form, this means that ownership of thesharescan be transferred using a transfer document (rather than in accordance with theCREST Regulations) and that a share certificate is usually issued to the owner.

2.19 Where theArticlesrefer tosharesinuncertificated form, this means that ownership of thesharescan be transferred in accordance with theCREST Regulationswithout using a transfer document and that no share certificate is issued to the owner.

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

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

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

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

SHARE CAPITAL

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

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

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

FIXED RATE SHARES

4    Right of Fixed Rate Shares to profits

4.1 If theCompanyhas profits which are available for distribution and the directors resolve that these should be distributed, the holders of theFixed Rate Sharesare entitled, before the holders of any other class ofshares, to be paid in respect of each financial year or other accounting period of theCompanya fixedcumulativepreferential dividend (“preferential dividend”) at the rate of 7 per cent. per annum on thenominal valueof theFixed Rate Shareswhich ispaid upor treated aspaid up.

4.2 Subject toArticle 4.3 below, thepreferential dividendwill be paid yearly, on 31 March in respect of each financial year ending on or before that date. If this date is not aworking day, the payment will be made on the nextworking day.

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

4.4 Except as provided in this Article, theFixed Rate Sharesdo not have any other right to share in theCompany’sprofits.

5    Right of Fixed Rate Shares to capital

5.1 If theCompanyiswound up(but in no other circumstances involving a repayment of capital or distribution ofassetstoshareholderswhether by reduction of capital,redeeming or buying backsharesor otherwise), the holders of theFixed Rate Shareswill be entitled, before the holders of any other class ofsharesto:

• repayment of the amount paid up or treated aspaid upon thenominal valueof eachFixed Rate Share;

• the amount of any dividend which is due for payment on, or after, the date thewinding upcommenced which is payable for a period ending on or before that date. This applies even if the dividend has not beendeclaredor earned;

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

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

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

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• anyarrears of dividendon anyFixed Rate Sharesheld by them. This applies even if the dividend has not beendeclaredor earned; and

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

5.2 If there is awinding upto which Article 5.1 applies, and there is not enough to pay the amounts due on theFixed Rate Shares, the holders of theFixed Rate Shareswill share what is available in proportion to the amounts to which they would otherwise be entitled. The holders of theFixed Rate Shareswill be given preference over the holders of other classes ofshareswhichrankbehind them in sharing in theCompany’sassets.

5.3 Except as provided in this Article 5, theFixed Rate Sharesdo not have any other right to share in theCompany’ssurplusassets.

6    Voting rights of Fixed Rate Shares

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

• If a resolution is to be proposed at the General Meeting towind uptheCompany, they are entitled to receive notice of the General Meeting and can attend, but are not entitled to speak or vote.

• If a resolution is to be proposed at the General Meeting which would vary orabrogatetherightsattached to theFixed Rate Shares, they are entitled to receive notice of the General Meeting and are entitled to attend, speak and vote but only in respect of such resolution or any motion toadjournthe General Meeting before such resolution is voted on.

6.2 If the holders of theFixed Rate Sharesare entitled to vote at a General Meeting, each holder present in person or byproxy(or, being acompany, by acompany representative) has one vote on ashow of handsand on apollevery holder who is present in person or byproxy(or, being acompany, by acompany representative) shall have one vote in respect of eachfully paidFixed Rate Share.

7	Varying the rights of Fixed Rate Shares
	Therightsof the holders of theFixed Rate Shareswill be regarded as being varied orabrogatedif any resolution is passed for the reduction of the amount of capital paid up on theFixed Rate Sharesbut not for the repayment of theFixed Rate Sharesatpar.
	Accordingly, this can only take place if:

   • holders of at least three quarters innominal valueof theFixed Rate Sharesagree in writing; or

   • anextraordinary resolutionis passed at a separateclass meetingby the holders of theFixed Rate Sharesapproving the proposal,

       in accordance with Article 40.

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CHANGING CAPITAL

8	The power to increase capital
	Theshareholderscan increase theCompany’sshare capital by passing anordinary resolution. The resolution must fix the:

• amount of the increase;

• nominal valueof the newshares; and

• currency or currencies in which thenominal valueof such shares is to be expressed.

9	Application of the Articles to new shares
	The provisions of theArticlesaboutallotment, payment ofcalls, transfers,automatic entitlement by law,forfeiture,lienand all other things apply to newsharesunder Article 8 in the same way as if they were part of theCompany’sexisting share capital.
10	The power to change capital
	Theshareholderscan passordinary resolutionsto do any of the following:

• consolidate, orconsolidateand then divide, all or any part of theCompany’sshare capital into newsharesof a largernominal valuethan the existingshares;

• cancel anyshareswhich have not been taken, or agreed to be taken, by any person at the date of the resolution, and reduce the amount of theCompany’sshare capital by the amount of the cancelledshares;

• divide some or all of thesharesintoshareswhich are of a smallernominal value than is fixed in theMemorandum. This issubject toany restrictions under theCompanies Acts. The resolution can provide that, as between thesharesresulting from suchsub-division, differentrightsand restrictions which theCompanycan apply to newsharesmay apply to all or any of the different dividedshares.

11

Fractions of shares

11.1

If anysharesareconsolidatedor divided, the directors have power to deal with any fractions ofshareswhich result or any other difficulty that arises. If the directors decide to sell anysharesrepresenting fractions, they must do so for the best price reasonably obtainable and distribute the net proceeds of sale amongshareholdersin proportion to their fractional entitlements in accordance with theirrightsand interests. The directors can sell to any person (including theCompany, if theCompanies Actsallow this) and can authorise any person to transfer thosesharesto the buyer or in accordance with the buyer’s instructions. The buyer does not need to take any steps to see how any money he paid is used. Nor will his ownership be affected if the sale was irregular or invalid in any way.

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11.2	So far as theCompanies Actsallow, whensharesareconsolidatedor divided, the directors can treat ashareholder’s shareswhich are held incertificated formand inuncertificated formas separate shareholdings. The directors can also arrange for anyshareswhich result from aconsolidationor division and which represent rights to fractions ofsharesto be entered in theRegisterassharesincertificated formwhere this makes it easier to sell them.
12	The power to reduce capital
	TheCompany’s shareholderscan pass aspecial resolutionto reduce in any way:

• theCompany’sshare capital; or

• anycapital redemption reserve, share premium accountor other undistributablereserve.

	This issubject toany restrictions under theCompanies Acts.
13	Buying back shares
	TheCompanycan buy back, or agree to buy back in the future, anysharesof any class (includingredeemableshares) in accordance with theCompanies Acts. However, if theCompany has othersharesinissuewhich are admitted to the official list maintained by theUK Listing Authorityand which are convertible at any time into the class ofequity sharesto be repurchased, the holders of the convertiblesharesmust first pass anextraordinary resolutionapproving the buy-back at a separateclass meeting. A resolution is not required, however, if the terms on which the convertibleshareswereissuedallow the buy-back.

SHARES

14	The special rights of new shares
14.1	If theCompanyissuesnewshares, the newsharescan have anyrightsor restrictions attached to them. Therightscan take priority over therightsof existingshares, or existingsharescan take priority over them, or the newsharesand the existingsharescanrankequally. Theserightsand restrictions can apply to sharing in theCompany’s profits orassets. Otherrightsand restrictions can also apply, for example to the right to vote.
14.2	The powers conferred by Article 14.1 aresubject tothe provisions of Article 14.5.
14.3	Therightsand restrictions referred to in Article 14.1 can be decided by anordinary resolutionpassed by theshareholders. The directors can also take these decisions if they do not conflict with any resolution passed by theshareholders.
14.4	If theCompanies Actsallow this, therightsof any newsharescan includerights for the holder and/or theCompanyto have themredeemed.
14.5	The ability to attach particularrightsand restrictions to newsharesmay be restricted byspecial rightspreviously given to holders of any existingshares.

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15	The directors’ power to deal with shares
15.1	The directors can decide how to deal with anyshareswhich have not beenissued. The directors can:

• allotthem on any terms, which can include the right to transfer theallotmentto another person before any person has been entered on theRegister. This is known as the right torenouncetheallotment(see also Article 18);

• grant options to give people a right to acquiresharesin the future; or

• dispose of thesharesin any other way.

15.2	The directors are free to decide with whom they deal, when they deal with theshares, and the terms on which they deal.
15.3	For the purposes of Article 15.1, the directors must comply with:

• the provisions of theCompanies Actsrelating to authority,pre-emption rightsand other matters; and

• any resolution of a General Meeting which is passed under theCompanies Acts.

16	The directors’ authority to allot “relevant securities” and “equity securities”
16.1	This Article regulates the authority of the directors toallotrelevant securities and their power toallotequity securitiesfor cash.
16.2	The directors are authorised, generally and without conditions, under Section 80 of theCompanies Act 1985, toallotrelevant securities. They are authorised toallotthem for anyprescribed period. The maximum amount ofrelevant securitieswhich the directors canallot in eachprescribed periodis theSection 80 Amount.
16.3	Under the directors’ general authority in Article 16.2, they have the power toallotequity securities, entirely paid for in cash, free of the restriction in Section 89(1) of theCompanies Act 1985. They have the power toallotthem for anyprescribed period. There is no maximum amount ofequity securitieswhich the directors canallotwhen theallotmentis in connection with arights issue. In all other cases, the maximum amount ofequity securities which the directors canallotis theSection 89 Amount.
16.4	During anyprescribed period, the directors can make offers and enter into agreements which would, or might, requiresharesor othersecuritiesto beallottedafter that period has ended.
16.5	For the purposes of this Article:

• rights issuemeans an offer ofequity securitieswhich is open for a period decided on by the directors to the people who are registered on a particular date (chosen by the directors) as holders of:

(i)	Ordinary Shares, in proportion to their holdings ofOrdinary Shares; and
(ii)	other classes ofequity securitiesornon equity securities which give them the right to receive the offer in accordance with theirrights.

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

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• sell any fractions ofequity securitiesto which people would be entitled and keep the net proceeds for theCompany’sbenefit or make other appropriate arrangements to deal with such fractions;

• make therights issuesubject toany limits or restrictions which the directors think are necessary or appropriate to deal with legal or practical problems under the laws of any territory, or under the requirements of any recognised regulatory body, or stock exchange, in any territory or as a result ofsharesbeing represented byAmerican Depositary Shares; or

• treat ashareholder’sholdings incertificated formanduncertificated form as separate shareholdings.

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

• anordinary resolutionfixing a period under Article 16.2; or

• aspecial resolutionfixing a period under Article 16.3; or

• aspecial resolutionfixing identical periods under Article 16.2 and under Article 16.3; or

• aspecial resolutionfixing different periods under Article 16.2 and under Article 16.3.

• TheSection 80 Amountfor the firstprescribed periodis that fixed at the Extraordinary General Meeting of theCompanyheld on 24 May 1999, being U.S.$816,000,000. For any subsequentprescribed periodtheSection 80 Amountis that stated in a relevant resolution passed by theshareholdersat a General Meeting.

• TheSection 89 Amountfor the firstprescribed periodis that fixed at the Extraordinary General Meeting of theCompanyheld on 24 May 1999, being U.S.$30,223,864. For any subsequentprescribed periodtheSection 89 Amountis that stated in a relevantspecial resolutionpassed by theshareholdersat a General Meeting.

• In working out any maximum amounts ofsecuritiesreferred to in this Article, thenominal valueof rights tosubscribe forshares, or to convert anysecuritiesintoshares, will be taken as thenominal valueof theshareswhich would beallottedif thesubscriptionor conversion takes place.

17	Power to pay commission and brokerage
17.1	TheCompanycan use all the powers given by theCompanies Actsto pay commission orbrokerageto any person who:

• applies, or agrees to apply, for any newshares; or

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• gets anybody else to apply, or agree to apply for, any newshares.

17.2	The rate per cent or amount of the commission paid or agreed to be paid must be disclosed as required by theCompanies Actsand must not exceed 10 per cent of the price at which thesharesin respect of which the commission is paid areissued(or an equivalent amount).
18	Renunciations of allotted but unissued shares
	Where asharehas beenallottedto a person but that person has not yet been entered on theRegister, the directors can recognise a transfer (called arenunciation) by that person of his right to thesharein favour of some other person. The ability torenounce allotments only applies if the terms on which theshareisallottedare consistent withrenunciation. The directors can impose terms and conditions regulatingrenunciationrights and can allowrenunciationrights to be participating securities (as defined in theCREST Regulations) in their own right.
19	No trusts or similar interests recognised
19.1	TheCompanywill only be affected by, or recognise, a current and absolute right to wholeshares. The fact that anyshare, or any part of ashare, may not be owned outright by the registered owner is not of any concern to theCompany, for example if ashareis held on any kind oftrust.
19.2	The only exception to what is said inArticle19.1 is for any right:

• which is expressly given by theseArticles; or

• which theCompanyhas a legal duty to recognise.

SHARES IN UNCERTIFICATED FORM

20	Holding shares in uncertificated form and effect of the CREST Regulations
20.1	Subjectto theArticlesand so far as theCompanies Actsallow this, the directors can decide that any class ofsharescan:

• be held inuncertificated formand that title to suchsharescan be transferred using arelevant system; or

• no longer be held and transferred inuncertificated form.

20.2 TheseArticlesdo not apply tosharesof any class which are held inuncertificated formto the extent that theArticlesare inconsistent with the:

• holding ofsharesof that class inuncertificated form;

• transfer of title tosharesof that class by means of arelevant system; or

• CREST Regulations.

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SHARE CERTIFICATES

21	Certificates
21.1	When ashareholderis first registered as the holder of any class ofsharesincertificated form, he is entitled to receive, free of charge, one certificate for all thesharesincertificated formof that class which he holds. If he holdssharesof more than one class incertificated form, he is entitled to receive a separate share certificate for each class.
21.2	TheCompanymust also observe any requirements of theCREST Regulationswhen issuing share certificates. Where theCompanies Actsallow, theCompanydoes not need to issue share certificates.
21.3	If ashareholderreceives moresharesincertificated formof any class he is entitled, without charge, to another certificate for the additionalshares.
21.4	If ashareholdertransfers part of hissharescovered by a certificate, he is entitled, free of charge, to a new certificate for the balance if the balance is also held incertificated form. The old certificate will be cancelled.
21.5	TheCompanydoes not have to issue more than one certificate for anyshareincertificated form, even if thatshareis held jointly.
21.6	When theCompanydelivers a certificate to one joint holder ofsharesincertificated form, this is treated as delivery to all of the jointshareholders.
21.7	If requested in writing to do so, theCompanycan deliver a certificate to a broker oragentwho is acting for a person who is buyingsharesincertificated form, or who is havingsharestransferred to him incertificated form.
21.8	The directors can decide how share certificates are made effective. For example, they can be:

• signed by two directors or one director and theSecretary;

• sealed with theCommon Sealor theSecurities Seal(or in the case ofshareson a branchRegister, an official seal for use in the relevant territory); or

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

21.9	A share certificate must state the number and class ofsharesto which it relates and the amountpaid-upon thoseshares. It cannot be forsharesof more than one class.
21.10	If all theissuedsharesof theCompany, or a particular class ofshares, arefullypaid upandrankequally with each other for all purposes, none of thoseshareswill (unless the directors pass a resolution to the contrary) have a distinguishing number as long as it remainsfullypaid upandranksequally for all purposes with all thesharesof the same class which areissuedandfullypaid up.
21.11	The time limit for theCompanyto prepare a share certificate forsharesincertificated formis:

• one month after theallotmentof a newshare;

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• fiveworking daysafter a valid transfer offully-paidsharesis presented for registration; or

• two months after a valid transfer ofpartly-paidsharesis presented for registration.

21.12	Article 21.11 only applies to the extent that the terms of issue ofsharesdo not provide otherwise.
21.13	Share certificates will also be prepared and sent earlier where either theLondon Stock Exchangeor theUK Listing Authorityrequires it.
22	Replacement share certificates
22.1	If ashareholderhas four or more share certificates forsharesof the same class which are incertificated form, he can ask theCompanyfor these to be cancelled and replaced by a single new certificate. TheCompanymust comply with this request, without making a charge for doing so.
22.2	Ashareholdercan ask theCompanyto cancel and replace a single share certificate with two or more certificates, for the same total number ofshares. TheCompany, upon the payment by theshareholderof a reasonable sum determined by the directors, must comply with this request.
22.3	Ashareholdercan ask theCompanyfor a new certificate if the original is:

• damaged or defaced; or

• lost, stolen, or destroyed.

22.4	If a certificate has been damaged or defaced, theCompanycan require satisfactory evidence and for the certificate to be delivered to it before issuing a replacement. If a certificate is lost, stolen or destroyed, theCompanycan require satisfactory evidence, together with anindemnity, before issuing a replacement. In each case the directors can impose such other terms as they think fit.
22.5	The directors can require theshareholderto pay theCompany’sexceptional out-of-pocket expenses for issuing any share certificates under Article 22.3.
22.6	Any one jointshareholdercan request replacement certificates under this Article.

CALLS ON SHARES

23	The directors can make calls on shares
	The directors cancallonshareholdersto pay any money which has not yet been paid to theCompanyfor theirshares. This includes both thenominal valueof thesharesand anypremiumwhich may be payable. If theterms of issueof thesharesallow this, the directors can:

• makecallsas often, and whenever, they think fit;

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

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

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• wholly or partlyrevokeor postpone anycall.

	Acallis treated as having been made as soon as the directors pass a resolution authorising it.
24	The liability for calls
24.1	Ashareholderwho has received at least 14 days’ notice giving details of the amount called, the time (or times) and place or address for payment must pay thecallas required by the notice. Jointshareholdersareliable jointly and severallyto pay any moneycalled for in respect of theirshares.
24.2	Ashareholderdue to pay the amountcalledshall still have to pay thecalleven if, after thecallwas made, he transfers thesharesto which thecallrelated.
25	Interest and expenses on unpaid calls
	If acallis made and the money due remains unpaid, theshareholderis liable to pay interest on the money and any expenses incurred by theCompanybecause of his failure to pay thecallon time. The interest will run from the day the money is due until it has actually been paid. The yearly interest rate will be a reasonable rate fixed by the directors (or, where they do not fix a reasonable rate, 10 per cent). The directors can decide not to charge any or all of such expenses and interest.
26	Sums which are payable when a share is allotted are treated as a call
	If theterms of a sharerequire any money to be paid at the time theshareisallotted, or at any fixed date (whether in relation to thenominal valueof thesharesor anypremium which may apply), then theliabilityto pay the money will be treated in the same way as aliabilityfor a validcallfor money onshareswhich is due on the same date. If this money is not paid, everything in theArticlesrelating to non-payment ofcallsapplies. This includesArticleswhich allow theCompanytoforfeitor sellsharesand to claim interest.
27	Calls can be for different amounts
	On anissueofshares, if theterms of such sharesallow, the directors can decide thatallotteesor the subsequent holders of suchsharescan becalledon to pay different amounts, or that they can becalledon at different times.
28	Paying calls early
28.1	The directors can accept payment in advance of some or all of the money due from ashareholderbefore he iscalledon to pay the money. The directors can agree to pay interest on money paid in advance until it would otherwise be due to theCompanyat a rate (up to a maximum yearly interest rate of 10 per cent) agreed between the directors and theshareholder.
28.2	The money which is paid in advance in this way shall not be included in calculating the dividend payable on thesharesin respect of which the money paid in advance has been paid.

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FORFEITING SHARES

29	Notice following non-payment of a call
	Articles 29 to 39 apply if ashareholderfails to pay the whole amount of acall, or an instalment of acall, by the date on which it is due. The directors can serve a notice on him any time after the date on which thecallor the instalment is due, if the whole amount immediately due has not been paid.

30	Contents of the notice
	A notice served under Article 29 must:

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

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

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

• state that if the full amount demanded is not paid by the time and at the place or address stated, theCompanycanforfeittheshareson which thecallor instalment was due.

31	Forfeiture if the notice is not complied with
	If a notice served under Article 29 is not complied with, thesharesto which it relates can beforfeitedat any time while any amount (including interest) is still outstanding. This is done by the directors passing a resolution stating that theshareshave beenforfeited.
32	Forfeiture will include unpaid dividends
	All dividends which are due on (and other money payable in respect of) theforfeitedshares, but not yet paid, will also beforfeited.
33	Dealing with forfeited shares
33.1	The directors can sell, dispose of orre-allotanyforfeitedshareon any terms and in any way that they decide. TheCompanymay keep the consideration received from doing this. The directors can, if necessary, authorise any person to transfer aforfeitedshareto any other person and may cause such other person to be registered as the holder of theshare.
33.2	The newshareholder’sownership of thesharewill not be affected if the steps taken toforfeittheshare, or the sale or disposal of theshare, were invalid or irregular, or if anything that should have been done was not done, and the newshareholderis not obliged to enquire as to how the purchase money (if any) is used.

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34	Cancelling forfeiture
34.1	After asharehas beenforfeited, the directors can cancel theforfeiture. But they can only do this before thesharehas been sold,re-allottedor disposed of. This can be on any terms that they decide.
34.2	If asharehas not been sold or disposed of after three years from the date offorfeiture, the directors must cancel theshare.
35	The position of shareholders after forfeiture
35.1	Ashareholderloses all rights in connection withforfeitedshares. If theshares are incertificated form, he must surrender any certificate for thosesharesto theCompany for cancellation. A person is still liable to paycallswhich have been made, but not paid, before theforfeitureof hisshares. He must also pay interest on the unpaid amount (at the rate of interest which was payable on the unpaid amount before theforfeiture) until it is paid. If no interest was payable before theforfeitureon the unpaid amount, the directors can fix the rate of interest on the unpaid amount, but it must not be more than 10 per cent a year, until it is paid.
35.2	Theshareholdercontinues to be liable for all claims and demands which theCompanycould have made relating to theforfeitedshare. He is not entitled to any credit for the value of thesharewhen it wasforfeitedor for money received by theCompanyunder Article 33, unless the directors decide to allow credit for all or any of that value. The directors may also decide to waive any payment due either completely or in part.

LIENS ON PARTLY PAID SHARES

36	The Company’s lien on shares
	TheCompanyhas alienon allpartly-paidshares. Thislienhas priority over claims of others to thesharesand extends to all dividends and other money payable on thesharesor in respect of them. Thislienis for any money owed to theCompanyfor theshares. The directors can decide to give up anylienwhich has arisen or that anysharefor a specified period of time be entirely or partly exempt from this Article. They can also decide to suspend anylien which would otherwise apply to particularshares. Unless otherwise agreed, the registration of a transfer of anyshareover which theCompanyhas alienshall operate as a waiver of thatlien.
37	Enforcing the lien by selling the shares
37.1	If the directors want to enforce thelienreferred to in Article 36, they can sell some or all of thesharesin any way they decide. The directors can authorise someone to transfer thesharessold. But they cannot sell thesharesuntil all of the following conditions are met:

• the money owed by theshareholdermust be immediately payable;

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

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• the notice in writing must have been sent to or served on theshareholder, or on any person who isautomatically entitled to thesharesby law; and

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

37.2	The newshareholder’sownership of thesharewill not be affected if the sale or disposal of thesharewas invalid or irregular, or if anything that should have been done was not done and is not obliged to enquire as to how the purchase money (if any) is used.
38	Using the proceeds of the sale
	If the directors sell anysharesunder Article 37, the net proceeds will first be used to pay off the amount which is then payable to theCompany. The directors will pay any money left over to the formershareholder, or to any person who would otherwise beautomatically entitled to thesharesby lawprovided that theCompany’slienwill also apply to any money left over, to cover any money still due to theCompanywhich is not yet payable: theCompany has the same rights over this money as it had over thesharesimmediately before they were sold. If thesharesare incertificated form, theCompanyneed not pay over anything left under this Article until the certificate representing thesharessold has been delivered to theCompanyfor cancellation.
39	Evidence of forfeiture or enforcement of lien
	A director, or theSecretary, can make astatutory declarationdeclaring:

• that he is a director or theSecretaryof theCompany;

• that asharehas been properlyforfeitedor sold to satisfy alienunder theArticles; and

• when thesharewasforfeitedor sold.

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

CHANGING SHARE RIGHTS

40	Changing the special rights of shares
40.1	If theCompany’sshare capital is split into different classes ofshare, and if theCompanies Actsallow this and unless theArticlesorrightsattached to any class ofshare say otherwise, thespecial rightswhich are attached to any of these classes ofsharecan be varied orabrogatedif this is approved by anextraordinary resolutionin accordance with Articles 40 and 41. This must be passed at a separate meeting of the holders of the relevant class ofshares. This is called aclass meeting. Alternatively, the holders of at least three-quarters of the existingsharesof the relevant class (bynominal value) can give their consent in writing.
40.2	Thespecial rightsof a class ofsharescan be varied orabrogatedwhile theCompanyis a going concern, or while theCompanyis beingwound up, or ifwinding upis being considered.

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40.3 All theArticlesrelating to General Meetings apply, with any necessary changes, to aclass meeting, but with the following adjustments:

• At least two people who hold (or who act asproxiesfor) at least one third of the totalnominal valueof the existingsharesof the class are aquorum. However, if thisquorumis not present at anadjournedclass meeting, one person who holdssharesof the class, or hisproxy, is aquorum, regardless of the number ofshareshe holds.

• Anybody who is personally present, or who is represented by aproxy, can demand apoll.

• On apoll, the holders ofshareswill have one vote for everyshareof the class which they hold.

40.4	This Article also applies to the variation orabrogationofspecial rightsofsharesforming part of a class. Each part of the class which is being treated differently is viewed as a separate class in operating this Article.
41	More about the special rights of shares
	Thespecial rightsofsharesor of any class ofsharesare not regarded as varied orabrogatedif:

• newsharesare created, orissued, whichrankequally with or behind thosesharesor that class ofsharesin sharing in profits orassetsof theCompany;

• theCompanyredeemsor buys back its ownshares.

But this does not apply if thetermsof thesharesor class ofsharesexpressly provide otherwise.

TRANSFERRING SHARES

42	Share transfers
42.1	Unless theArticlesprovide otherwise, anyshareholdercan transfer some or all of hissharesto another person.
42.2	Every transfer ofsharesincertificated formmust be in writing, and either in the usual standard form, or in any other form approved by the directors.
42.3	Transfers ofuncertificated sharesare to be carried out using arelevant system and must comply with theCREST Regulations.
43	More about transfers of shares in certificated form
43.1	The transfer form forsharesincertificated formmust be delivered to theTransfer Office(or any other place the directors may decide). The directors may refuse to recognise a transfer unless the transfer form:

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

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

• is being used to transfer only one class ofshares; and

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

43.2	However, if a transfer is by arecognised clearing houseor its nominee or by arecognised investment exchange, a share certificate is only needed if a certificate has been issued for thesharesin question.
43.3	If thesharebeing transferred is afullypaid-upshare, a share transfer form must be signed by the person making the transfer. If the transfer is being made by a company, the share transfer form does not need to be under thatcompany’sseal.
43.4	If thesharebeing transferred is not afullypaid-upsharea share transfer form must also be signed by the person to whom theshareis being transferred. If the transfer is being made to acompany, the transfer form does not need to be under thatcompany’sseal.
43.5	The person making a transfer ofshareswill be treated as continuing to be theshareholderuntil the name of the person to whom ashareis being transferred is put on theRegisterfor thatshare.
43.6	No fee is payable to theCompanyfor transferringsharesor registering changes relating to the ownership ofshares.
44	The Company can refuse to register certain transfers
44.1	The directors can refuse to register a transfer of anysharesincertificated form which are notfullypaid-up. They do not have to give any reasons for refusing. But, if any of thosesharesare admitted to the official list maintained by theUK Listing Authority, the directors cannot refuse to register a transfer if this would stop dealings in thesharesfrom taking place on an open and proper basis.
44.2	If the directors decide not to register a transfer of ashare, they must notify the person to whom suchsharewas to be transferred. This must be done no later than two months after theCompanyreceives the transfer (in the case of ashareincertificated form).
45	Closing the Register
	The directors can decide to suspend the registration of transfers by closing theRegister. This can be for part of a day, a day, or more than a day. Suspension periods can vary between different classes ofshares. But theRegistercannot be closed for more than 30 days a year. In the case ofsharesinuncertificated form, theRegistermust not be closed without the consent of theoperatorof arelevant system.

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46	Overseas branch registers
	TheCompanycan use all the powers that theCompanies Actsgive to keep an overseas branch register. The directors can make and change any regulations they decide on relating to this register, as long as theCompanies Actsallow this.

PERSONS AUTOMATICALLY ENTITLED TO SHARES BY LAW

47	When a shareholder dies
47.1	When a soleshareholderdies (or ashareholderwho is the last survivor of jointshareholdersdies), his legalpersonal representativeswill be the only people whom theCompanywill recognise as being entitled to hisshares.
47.2	If ashareholderwho is a jointshareholderdies, the remaining jointshareholder orshareholders will be the only people who theCompanywill recognise as being entitled to hisshares.
47.3	This Article does not discharge the estate of any jointshareholderfrom anyliability.
48	Registering personal representatives
	A person who becomesautomatically entitled to ashareby lawcan either be registered as theshareholder, or can select some other person to whom theshareis to be transferred. The person who isautomatically entitled by lawmust provide any evidence of his entitlement which is reasonably required by the directors.
49	A person who wants to be registered must give notice
	If a person who isautomatically entitled tosharesby lawwants to be registered as ashareholder, he must deliver or send a notice to theCompanysaying that he has made this decision. He must sign or authenticate this notice in accordance with Article 147, and it must be in the form which the directors require. This notice will be treated as a transfer form and all of the provisions of theseArticlesabout registering transfers ofsharesapply to it. The directors have the same power to refuse to register theautomatically entitled person as they would have had in deciding whether to register a transfer by the person who was previously entitled to theshares.
50	Having another person registered
	If a person who isautomatically entitled to ashareby lawwants theshareto be transferred to another person, he must do the following:

• for ashareincertificated formsign a transfer form to the person he has selected; and

• for ashareinuncertificated formtransfer suchshareusing arelevant system.

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

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51	The rights of people automatically entitled to shares by law
51.1	A person who isautomatically entitled to ashareby lawis entitled to any dividends or other money relating to theshare, even though he is not registered as the holder of thatshare. However, if the directors have served a notice on any such person requesting him to choose between registering himself or transferring theshare, and such person does not comply with the notice within 90 days, the directors can withhold the dividend and other money until the notice has been properly complied with.
51.2	Unless and until he is registered as ashareholderthe personautomatically entitled to ashareby lawis not entitled:

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

• (subject toArticle 51.1) to any of the other rights and benefits of being ashareholder,

unless the directors decide to allow this.

SHAREHOLDERS WHO CANNOT BE TRACED

52	Shareholder who cannot be traced
52.1	TheCompanycan sell anysharesat the best price reasonably obtainable if:

• during the previous 12 years, at least three dividends on theshareshave been payable and none has been claimed;

• after this 12-year period, theCompanyannounces that it intends to sell theshares by placing an advertisement in aUnited Kingdomnational newspaper and in a newspaper appearing in the area which includes the address held by theCompanyfor serving notices relating to theshares; and

• during this 12-year period, and for three months after the last advertisement appears in the newspapers, theCompanyhas received no indication as to the whereabouts or existence of theshareholderor any person who isautomatically entitled to thesharesby law.

52.2	To sell anysharesin this way, theCompanycan authorise any person to transfer theshares. This transfer will be just as effective as if it had been made by the registered holder of theshares, or by a person who isautomatically entitled to thesharesby law. The ownership of the person to whom thesharesare transferred will not be affected even if the sale is irregular or invalid in any way.
52.3	The net sale proceeds belong to theCompanyuntil claimed under this Article, but it must pay these to theshareholderwho could not be traced, or to the person who isautomatically entitled to thesharesby law, if thatshareholder, or that other person, asks for it.
52.4	TheCompanymust record the name of thatshareholder, or the person who wasautomatically entitled to thesharesby law, as a creditor for this money in its accounts. The money is not held ontrust, and no interest is payable on the money. TheCompanycan keep any money which it has earned on the net sale proceeds. TheCompanycan use the money for its business, or it can invest the money in any way that the directors decide. But

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the money cannot be invested in theCompany’s shares, or in thesharesof anyholding companyof theCompany.

52.5 In the case ofuncertificated shares, this Article issubject toany restrictions which apply under theCREST Regulations.

GENERAL MEETINGS

53	The Annual General Meeting
	Except as provided in theCompanies Acts, each year theCompanymust hold an Annual General Meeting, in addition to any other General Meetings which are held in the year. The notice calling the Annual General Meeting must say that the meeting is the Annual General Meeting. There must not be a gap of more than 15 months between one Annual General Meeting and the next. The Annual General Meeting must be held in accordance with theCompanies Acts. The directors must decide when and where to hold the Annual General Meeting.
54	Extraordinary General Meetings
	If a General Meeting is not an Annual General Meeting, it is called an Extraordinary General Meeting.
55	Calling an Extraordinary General Meeting
	The directors can decide to call an Extraordinary General Meeting at any time. Extraordinary General Meetings must also be called promptly in response to arequisitionbyshareholders under theCompanies Acts. If an Extraordinary General Meeting is not called in response to such a request byshareholders, it can be called by theshareholderswho requested the Extraordinary General Meeting in accordance with theCompanies Acts. Any Extraordinary General Meetingrequisitionedin this way byshareholdersshall be called in the same manner as nearly as possible to that in which General Meetings are called by the directors. The directors must decide when and where to hold an Extraordinary General Meeting.
56	Notice of General Meetings
56.1	At least 21 clear days’ notice in writing must be given for every Annual General Meeting and for any other General Meeting where it is proposed to pass aspecial resolutionor to pass some other resolution of whichspecial noticeunder theCompanies Actshas been given to theCompany. For every other General Meeting at least 14 clear days’ notice in writing must be given.
	However, a shorter period of notice can be given:

• for an Annual General Meeting, if all theshareholders entitled to attend and vote agree; or

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• for an Extraordinary General Meeting, if a majority of theshareholdersentitled to attend and vote agree and thoseshareholdershold at least 95 per cent bynominal value of theshareswhich can be voted at the meeting.

56.2 Any notice of General Meeting must state:

• where the General Meeting is to be held;

• the date and time of the General Meeting;

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

• if any resolution will be proposed as aspecial resolutionorextraordinary resolution; and

• in a reasonably prominent place that ashareholderentitled to attend and vote can appoint one or moreproxies(who need not beshareholders) to attend, speak and vote instead of thatshareholder.

56.3

Notices of General Meetings must be given to theshareholders, except in cases where theArticlesor therightsattached to thesharesstate that the holders are not entitled to receive them from theCompany. Notice must also be given to theCompany’s auditors. The day when the notice is served (see Article 144), or is treated as served, and the day of the General Meeting do not count towards the period of notice. In relation to any class ofsharessome of which are inuncertificated formtheCompanycan decide that only people who are entered on theRegisterat the close of business on a particular day are entitled to receive such a notice. That day shall be a day chosen by theCompanyand falling not more than 21 days before the notice is sent.

56.4

Unless theCompanies Act 1985does not require it, theCompanymust, on the requisition in writing of such number ofshareholdersas is specified in theCompanies Act 1985, send toshareholders:

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

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

Notice of any such resolution shall be given, and any such statement shall be circulated, toshareholdersof theCompanyentitled to have notice of the General Meeting sent to them. The cost of this, unless theCompanydecides otherwise, must be borne by therequisitionists.

PROCEEDINGS AT GENERAL MEETINGS

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

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57.2	If theCompanydoes not have a Chairman, or if the Chairman is not present and willing to chair the General Meeting, a Deputy Chairman will chair the meeting if he is present and willing to take the chair.
57.3	Where there is more than one Deputy Chairman at a General Meeting and there is more than one present, and the Chairman is not there, the Deputy Chairman to take the chair will be the longest serving Deputy Chairman present.
57.4	If theCompanydoes not have a Chairman or a Deputy Chairman, or if neither the Chairman or any Deputy Chairman are present and willing to chair the General Meeting, after waiting ten minutes from the time that a meeting is due to start, the directors who are present will choose one of themselves to act as chairman. If there is only one director present, he will be chairman if he is willing.
57.5	If there is no director present and willing to be chairman, then theshareholders who are personally present at the General Meeting and entitled to vote will decide which one of them is to be chairman.
57.6	To avoid any doubt, nothing in theseArticlesrestricts or excludes any of the powers or rights of a chairman of a meeting which are given by the general law.
58	Security, and other arrangements at General Meetings
	Either the chairman of a General Meeting, or theSecretary, can take any action he considers necessary (includingadjourningthe General Meeting) for:

• the safety of people attending a General Meeting (for example, if there is not enough room for theshareholdersandproxieswho want to attend the General Meeting); or

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

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

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

59

Overflow meeting rooms

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

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60	The quorum needed for General Meetings
	Before a General Meeting starts to conduct business, there must be aquorumpresent. If there is not, the meeting cannot carry out any business. Unless other Articles say otherwise, aquorumfor all purposes is two people who are entitled to vote. They can be personally present orproxiesforshareholdersor duly authorisedcompany representativesor a combination ofshareholders, duly authorisedcompany representativesforcompaniesandproxies.
61	The procedure if there is no quorum
61.1	This Article 61 applies if aquorumis not present either within 30 minutes of the time fixed for a General Meeting to start or within any longer period (being no longer than an hour from the time fixed for the General Meeting to start) on which the chairman may decide. If the General Meeting was called byshareholdersit is cancelled. Any other General Meeting isadjournedto the same day in the next week (or if that day is a public holiday, then the next day which is not a Saturday, Sunday or public holiday) at the same time and place or to any other day and time and place which the directors decide.
61.2	If aquorumis not present within 15 minutes of the time fixed for the start of theadjournedmeeting, theadjournedGeneral Meeting shall be cancelled.
62	Adjourning meetings
62.1	Subject toArticle 58, the chairman of a General Meeting canadjourna meeting which has aquorumpresent, if this is agreed by those present at the General Meeting. This can be to a time, date and place proposed by the chairman or may be an indefiniteadjournment. The chairman mustadjournthe General Meeting if the General Meeting directs him to. In these circumstances the General Meeting will decide how long theadjournmentwill be, and where it willadjournto. If a General Meeting isadjournedindefinitely, the directors will fix the time, date and place of theadjournedGeneral Meeting.
62.2	General Meetings can beadjournedmore than once. But if a General Meeting isadjournedfor more than 30 days or indefinitely, at least seven days’ notice must be given of theadjournedGeneral Meeting in the same way as was required for the original General Meeting. If a General Meeting isadjournedfor less than 30 days, there is no need to give notice of theadjournedGeneral Meeting, or about the business to be considered there.
62.3	AnadjournedGeneral Meeting can only deal with business that could have been dealt with at the original General Meeting before it wasadjourned.
63	Amending Resolutions
	If the chairman of a General Meeting, acting in good faith, rules an amendment to a resolution out of order, any error in that ruling will not affect the validity of a vote on the original resolution.

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VOTING PROCEDURES

64	How votes are taken
64.1	AllSubstantive Resolutionswill only be decided on apoll. AllProcedural Resolutionswill be decided by ashow of handsof theshareholderspresent in person or byproxy, unless apollis demanded when, or before, the result of theshow of handsis declared by the chairman. Apollcan be demanded by:

• the chairman of the General Meeting;

• at least twoshareholdersat the General Meeting (includingproxiesofshareholders entitled to vote) who are entitled to vote;

• one or moreshareholdersat the General Meeting who are entitled to vote (includingproxiesofshareholdersentitled to vote) and who have, between them, at least 10 per cent of the total votes of allshareholderswho have the right to vote at the General Meeting; or

• one or moreshareholderswho haveshareswhich allow them to vote at the General Meeting (includingproxiesofshareholdersentitled to vote), where the total amount which has beenpaid upon theirsharesis at least 10 per cent of the total sum paid up on allshareswhich give the right to vote at the General Meeting.

64.2	A demand for apollcan be withdrawn if the chairman agrees to this. If apollis demanded, and this demand is then withdrawn, any declaration by the chairman of the result of a vote on that resolution by ashow of hands, which was made before thepollwas demanded, will stand.
65	How a poll is taken
65.1	If apollis demanded or held in the way allowed by theArticles, the chairman of the General Meeting can decide where, when and how it will be carried out. The result is treated as the decision of the General Meeting where thepollwas demanded, even if thepoll is carried out after the General Meeting.
65.2	The chairman can:

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

• appoint one or more scrutineers (who need not beshareholders);

• decide toadjournthe General Meeting to such day, time and place as he decides for the result of thepollto be declared.

65.3 If apollis called, ashareholdercan vote either personally or by hisproxy. If ashareholdervotes on apoll, he does not have to use all of his votes or cast all his votes in the same way.

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66	Where there cannot be a poll
	Notwithstanding any other provision in theseArticles, apollis not allowed on a vote to elect a chairman of a General Meeting, nor is apollallowed on a vote toadjourna General Meeting, unless the chairman of the General Meeting demands apoll.
67	A General Meeting continues after a poll is demanded
	A demand for apollon a particular matter does not stop a General Meeting from continuing and dealing with matters other than the question on which thepollwas demanded.
68	Timing of a poll
	Apollon a resolution toadjournthe General Meeting must be taken immediately at the General Meeting. Any otherpollcan either be taken immediately at the General Meeting or within 30 days from the date it was demanded and at a time and place decided on by the chairman. No notice is required for apollwhich is not taken immediately if the time and place at which it is to be taken are announced at the General Meeting at which it is demanded. In any other case, at least seven clear days’ notice must be given specifying the time and place at which thepollis to be taken.
69	The chairman’s casting vote
	If the votes are equal, either on ashow of handsor on apoll, the chairman of the General Meeting is entitled to a further, casting vote. This is in addition to any other votes which the chairman may have as ashareholder, or as aproxy.
70	The effect of a declaration by the chairman
	The following applies when there is a vote by ashow of hands, and nopollis demanded, or any demand for apollis withdrawn. A corresponding entry in the minute book is conclusive proof of the following declarations by the chairman of the General Meeting:

• a resolution has been carried;

• a resolution has been carried unanimously;

• a resolution has been carried by a particular majority;

• a resolution has been lost; or

• a resolution has been lost by a particular majority.

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

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VOTING RIGHTS

71	The votes of shareholders
	At a General Meeting, on ashow of handseveryshareholderwho is present in person and every person present who has been duly appointed as aproxyshall have one vote, provided that each such person is entitled to attend and vote at that General Meeting. Where there is apoll, ashareholderwho is present in person (or byproxy) who is entitled to be present and to vote has one vote for everysharewhich he holds. This issubject toanyspecial rightsor restrictions which are given to any class ofsharesby, or in accordance with, theArticles.
72	Shareholders who owe money to the Company
	Unless theArticlesprovide otherwise, the only people who are entitled to attend and/or vote at General Meetings or toexerciseany other right conferred by being ashareholderin relation to General Meetings, areshareholderswho have paid theCompanyallcalls, and all other sums, relating to theirshareswhich are due at the time of the General Meeting. This applies both to attending the General Meeting personally and to appointing aproxy.
73	Suspension of rights on non-disclosure of interest
73.1	This Article applies if anyshareholder, or any person appearing to be interested inshares(within the meaning of Part 22 of theCompanies Act 2006) held by thatshareholder, has been properly served with a notice under Section 793 of theCompanies Act 2006, requiring information about interests inshares, and has failed for a period of 14 days from the date of the notice to supply to theCompanythe information required by that notice. Then(subject to the provisions of theCompanies Actsand this Article, and unless the directors otherwise decide) theshareholderis not (for so long as the failure continues) entitled to attend or vote either personally or byproxyat ashareholders’ meetingor toexerciseany other right in relation to ashareholders’ meetingas holder of:

• thesharesin relation to which the default occurred (calleddefault shares);

• any furthershareswhich areissuedin respect ofdefault shares; and

• any othersharesheld by theshareholderholding thedefault shares.

73.2 Any person who acquiressharessubject torestrictions under Article 73.1 issubject tothe same restrictions, unless:

• the transfer was anapproved transfer(see Article 73.11); or

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

73.3 Where thedefault sharesrepresent 0.25 per cent or more of the existingsharesof a class, the directors can in their absolute discretion by notice (adirection notice) to theshareholderdirect that:

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• any dividend or part of a dividend or other money which would otherwise be payable on thedefault sharesshall be retained by theCompany(without anyliabilityto pay interest when that dividend or money is finally paid to theshareholder);

• theshareholderwill not be allowed to choose to receivesharesin place of dividends in accordance with Article 135; and/or

• subject toArticle 73.4, no transfer of any of thesharesheld by theshareholder will be registered unless:

• either the transfer is anapproved transfer(see Article 73.11);

• or theshareholderis not himself in default as regards supplying the information required; and (in this case)

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

• when presented for registration, the transfer is accompanied by a certificate by theshareholder. This certificate must be in a form satisfactory to the directors and state that after due and careful enquiry theshareholderis satisfied that none of thesharesincluded in the transfer aredefault shares.

73.4	Anydirection noticecan treatsharesof ashareholderincertificatedanduncertificated formas separate shareholdings and either apply only tosharesincertificated formor tosharesinuncertificated formor apply differently tosharesincertificatedanduncertificated form. In the case ofsharesinuncertificated formthe directors can only use their discretion to prevent a transfer if this is allowed by theCREST Regulations.
73.5	TheCompanymust send a copy of thedirection noticeto each other person who appears to be interested in thesharescovered by the notice, but if it fails to do so, this does not invalidate thedirection notice.
73.6	Adirection noticehas the effect which it states while the default resulting in the notice continues. It then ceases to apply when the directors decide (which they must do within one week of the default being cured). TheCompanymust give theshareholderimmediate notice in writing of the directors’ decision.
73.7	Adirection noticealso ceases to apply to anyshareswhich are transferred by ashareholderin a transfer permitted under Article 73.3 even where adirection noticerestricts transfers.
73.8	Where a person who appears to be interested inshareshas been served with a notice under Section 793 of theCompanies Act 2006and thesharesin which he appears to be interested are held by anApproved Depositary, thisArticleshall be treated as applying only to theshareswhich are held by theApproved Depositaryin which that person appears to be interested and not (so far as that person’s apparent interest is concerned) to any othersharesheld by theApproved Depositary.
73.9	Where theshareholderon which a notice under Section 793 of theCompanies Act 2006is served is anApproved Depositary, the obligations of theApproved Depositaryas ashareholderwill be limited to disclosing to theCompanyany information relating to any person who appears to be interested in thesharesheld by it which has been recorded by

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it in accordance with the arrangement under which it was appointed as anApproved Depositary.

73.10 For the purposes of this Article a person is treated as appearing to be interested in anysharesif theshareholderholding thoseshareshas been served with a notice under Section 793 of theCompanies Act 2006and:

• theshareholderhas named that person as being so interested; or

• (after taking into account the response of theshareholderto the notice and any other relevant information) theCompanyknows or reasonably believes that the person in question is or may be interested in theshares.

73.11 For the purposes of this Article a transfer ofsharesis anapproved transferif:

• it is a transfer ofsharesto an offeror under an acceptance of atakeover offer; or

• the directors are satisfied that the transfer is made in connection with a sale in good faith of the whole of thebeneficial ownershipof thesharesto a person unconnected with theshareholderor with any person appearing to be interested in theshares. This includes such a sale made through arecognised investment exchangeor any other stock exchange outside theUnited Kingdomon which theCompany’s sharesare normally traded. For this purpose any associate (as that word is defined in Section 435 of the Insolvency Act 1986) is included amongst the people who are connected with theshareholderor any person appearing to be interested in theshares.

73.12	Where a person who has an interest inAmerican Depositary Sharesreceives a notice under this Article 73, that person is considered for the purposes of this Article 73 to have an interest in the number ofsharesrepresented by thoseAmerican Depositary Shareswhich is specified in the notice and not in the remainder of thesharesheld by theADR Depositary.
73.13	Where theADR Depositaryreceives a notice under this Article 73, theADR Depositaryshall only be required to supply information relating to any person who has an interest in thesharesheld by theADR Depositarywhich has been recorded by theADR Depositaryunder the arrangements made with theCompany(including in theProxy Register maintained under Article 164) when it was appointed as theADR Depositary.
73.14	This Article does not restrict in any way the provisions of theCompanies Acts which apply to failures to comply with notices under Section 793 of thatCompanies Act 2006.
74	Votes of shareholders who are of unsound mind
74.1	This Article 74 applies where a court which claims jurisdiction to protect people who are unable to manage their own affairs has made an order detaining ashareholderor appointing a person to manage his property or affairs.
74.2	The receiver or other person appointed by the court order to act for theshareholdercan vote for theshareholderon ashow of handsor on apollat General Meetings. However, this Article only applies if the receiver or other person appointed by the court delivers to theTransfer Office(or the place or address stated in the notice for the delivery of theproxy form) at least 48 hours before the relevant General Meeting (oradjournedGeneral Meeting) such evidence as the directors may require of such person’s authority to act.

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74.3	If the receiver or other person appointed by the court fails to deliver the appropriate evidence to theTransfer Office(or the place or address stated in theproxy form) in accordance with Article 74.2, the right to vote shall not be exercisable.
75	The votes of joint holders
	Where ashareis held by jointshareholders any one jointshareholdercan vote at any General Meeting (either personally or byproxy) in respect of suchshareas if he were the onlyshareholder. If more than one of the jointshareholdersvotes (either personally or byproxy), the only vote which will count is the vote of that one of them who is listed first on theRegisterfor theshare.

PROXIES

76	Appointment of proxies
76.1	Anyshareholdermay appoint another person, who need not be anothershareholder, as hisproxyto act at a General Meeting on his behalf.
76.2	Proxiesmay also be appointed to act at General Meetings in the circumstances, and in the manner, provided for in Articles 159.2, 163, 165, 166 and 169, and Articles 76 to 80 should be readsubject totheir terms.
76.3	Ashareholdercan appoint more than oneproxyto attend on the same occasion.
77	Completing proxy forms
77.1	Aproxy form:

• must be in writing; and

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

77.2 Aproxy formgiven by:

• an individual must be signed by theshareholderappointing theproxy, or by anagent who has been properly appointed in writing or authenticated in accordance with Article 147; or

• acompanymust be sealed with thecompany’sseal or signed by an officer who is authorised to act on behalf of thecompanyor authenticated in accordance with Article 147.

	Unless the contrary is shown, the directors are entitled to assume that where aproxy form purports to have been signed or authenticated in accordance with Article 147 by an officer on behalf of acompanythat such officer was duly authorised by suchcompanywithout requiring any further evidence. Signatures and authentications need not be witnessed.
77.3	All notices convening General Meetings which are sent toshareholdersentitled to vote at the General Meeting, must, at the expense of theCompany, be accompanied by aproxy

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form. Theproxy formmust make provision for two-way voting on all resolutions intended to be proposed, other than resolutions which are merely procedural.

77.4	The accidental omission to send aproxy formto ashareholderentitled to it (or non receipt by him of theproxy form) will not invalidate any resolution passed or proceedings at the General Meeting to which theproxy formrelates.
78	Delivering proxy forms
78.1	Aproxy formmust be delivered to the place or address stated in the notice of the General Meeting, or in theproxy form, or, if no place or address is stated, to theTransfer Officeor if the directors decide to acceptproxiesbyelectronic meansor by means of a website, in the way and to theaddressthat they specify. It must be delivered at least:

• 48 hours before a General Meeting, anadjournedGeneral Meeting or apolltaken on the same day as the meeting; or

• 24 hours before apollis taken, if thepollis not taken on the same day as the General Meeting oradjournedGeneral Meeting.

78.2	Directors can decide to acceptproxiesdelivered byelectronic meansor by means of a website,subject toany limitations, restrictions or conditions they decide to apply.
78.3	If aproxy formis signed or authenticated in accordance with Article 147 by anagent, thepower of attorneyor other authority relied on to sign or authenticate it, or a copy which has been certified by a notary, or certified in some other way specified by the directors, must (if required by theCompany) be delivered with theproxy formin accordance with the instructions for delivery ofproxy formswhich are set out in the notice of General Meeting or on theproxy form, unless thepower of attorneyor other form of authority has already been registered with theCompany.
78.4	If this Article 78 is not complied with, theproxywill not be able to act for the person who appointed him.
78.5	Aproxy formdelivered by anApproved Depositaryexcept in respect of a person appointed in accordance with Article 191 may be delivered to the appropriate place or address referred to in Article 78.1 byelectronicmeans or in any other way the directors decide.
78.6	If aproxy formwhich relates to several General Meetings has been properly delivered for one General Meeting oradjournedGeneral Meeting, it does not need to be delivered again for any later General Meeting which theproxy formcovers.
78.7	Unless theproxy formsays otherwise, it will be valid at anadjournedGeneral Meeting as well as for the original General Meeting to which it relates.
78.8	Ashareholdercan attend and vote at a General Meeting on ashow of handsor on apolleven if he has appointed aproxyto attend and vote at that meeting. However, if he votes in person on a resolution, then as regards that resolution his appointment of aproxywill not be valid.

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79	Cancellation of proxy’s authority
79.1	Any vote cast in the way aproxy formauthorises, or any demand for apollmade by aproxy, will be valid even though:

• theshareholderwho appointed theproxyhas died or is of unsound mind;

• theproxy formhas beenrevoked; or

• the authority of the person who signed or authenticated theproxy formfor theshareholderhas beenrevoked.

79.2 However, this does not apply if a notice in writing of the fact has been received at theTransfer Office(or at such other place or address within theUnited Kingdomwhich is specified for the deposit ofproxy formsin accordance with theseArticles) before:

• the General Meeting oradjournedGeneral Meeting starts; or

• the time fixed on a later day to take apoll,

	when the vote is taken orpolldemanded.
80	Authority of proxies
80.1	Aproxyis entitled to speak at a General Meeting.

80.2	Aproxy formgives theproxythe authority to demand apoll, or to join others in demanding one. A demand for apollmade by aproxyfor ashareholderis treated in the same way as a demand by theshareholderhimself.
80.3	Unless theproxy formprovides otherwise, aproxy formentitles aproxyto vote on any amendment to a resolution put to the General Meeting for which it was given as theproxy thinks fit.
81	Representatives of companies
81.1	Acompanywhich is ashareholdercan authorise any person to act as its representative at any General Meeting which it is entitled to attend. This person is called acompany representative. The directors of thatcompanymust pass a resolution to appoint thecompany representative. If the governing body of thatcompanyis not a board of directors, the resolution can be passed by its governing body. Acompany representativecanexerciseall the powers on behalf of thecompanywhich thecompanycouldexerciseif it were an individualshareholderpresent at the General Meeting in person. This includes the power to vote on ashow of handswhen thecompany representativeis present in person at a General Meeting.
81.2	Any vote cast by acompany representative, and any demand he makes for apoll, is valid even if he is, for any reason, no longer authorised to represent thecompany. However, this does not apply if notice in writing of the fact that he is no longer authorised has been received at theTransfer Office(or at such other place or address within theUnited Kingdom which is specified for the deposit ofproxy formsin accordance with theseArticles) before the deadlines which apply to notice of cancellation ofproxiesunder Article 79.

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82

Challenging votes

Any objection to the right of any person to vote or the way in which the votes have been counted must be made at the General Meeting (oradjournedGeneral Meeting) at which the vote is cast. If a vote is not disallowed at the General Meeting, it is valid for all purposes. Any such objection must be raised with the chairman of the General Meeting and will only change the decision of the General Meeting on any resolution if the chairman of the General Meeting decides that the vote cast may have affected the decision of the General Meeting. His decision on matters referred to him under this Article is final.

DIRECTORS

83	The number of directors
	There must be at least three directors (other thanalternate directors), but theshareholderscan vary the number of directors by passing anordinary resolution.
84	Qualification to be a director
	A director need not be ashareholder, but a director who is not ashareholderis entitled to attend and speak atshareholders’ meetings.
85	Directors’ fees and expenses
85.1	Each of the directors shall be paid a fee for his services. The directors can decide on the amount, timing and manner of payment of directors’ fees, but the total of the fees paid to all of the directors (excluding amounts paid as specialpayunder Article 86, amounts paid as expenses under Article 87 and any payments under Article 88) must not exceed:

• £1.5 million a year; or

• any higher sum decided on by anordinary resolutionat a General Meeting.

	This remuneration shallaccruefrom day to day.
85.2	Unless anordinary resolutionis passed which provides otherwise, the fees will be divided between some or all of the directors in the way that they decide. If they fail to decide, the fees will be shared equally by the directors, except that any director holding office as a director for only part of the period covered by the fee is only entitled to a pro rata share covering that broken period.
86	Special pay
86.1	The directors can award specialpayif any director performs extra or special services of any kind including:

• holding any executive post;

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

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• travelling or staying outside his main residence for any business or purposes of theCompany; and

• serving on any committee of the directors.

86.2	Specialpaycan take the form of salary, commission or other benefits or expenses or more than one of such forms or can be paid in some other way. This is decided on by the directors and may be a fixed sum or percentage of profits or otherwise. Such specialpaycan be either in addition to or instead of any other fees, expenses and other benefits a director may be entitled to receive.
87	Directors’ expenses
	In addition to any fees and expenses paid under Articles 85 and 86, theCompanywill repay to a director all expenses properly incurred in:

• attending and returning fromshareholders’ meetings;

• attending and returning from directors’ meetings;

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

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

88	Directors’ pensions and other benefits
88.1	The directors maypayor provide:

• pensions;

• annual payments;

• gratuities; or

• other allowances or benefits

	to any people who are, or who were, directors who had a salary or place of profit with theCompanyor with anycompanywhich is or has been asubsidiaryof theCompanyor a predecessor in business of theCompanyor any suchsubsidiary. The directors can decide to extend these arrangements to any member of his family (including a spouse and a former spouse) or to any person who was or is dependent on him. The directors can also decide to contribute (before as well as after he ceases to receive a salary or occupy a place of profit) to any scheme or fund or to paypremiumsto a third party for these purposes.
88.2	No director or former director is accountable to theCompanyor itsshareholders for a benefit of any kind given in accordance with this Article. The receipt of a benefit of any kind given in accordance with this Article does not prevent a person from being or becoming a director.
89	Appointing directors to various posts
89.1	The directors can appoint any director as chairman, or a deputy chairman, or to any executive position on which they decide. So far as theCompanies Actsallow, they can

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decide on how long these appointments will be for, and on their terms.Subject tothe terms of any contract with theCompany, they can also vary or end these appointments.

89.2

A director will automatically stop being chairman, deputy chairman, managing director, deputy managing director, joint managing director or assistant managing director if he is no longer a director. Other executive appointments will only stop if the contract or resolution appointing the director to a post says so. If a director’s appointment ends because of this Article, this does not prejudice any claim for breach of contract against theCompany which may otherwise apply.

89.3

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

CHANGING DIRECTORS

90	Age limits
	Provisions of theCompanies Actswhich, together with theseArticles, would restrict the appointment of a director or require him to stop being a director because he has reached a particular age do not apply to theCompany. This includes restrictions and requirements involving special formalities once an age limit is reached.
91	Retiring directors
	At each Annual General Meeting all those directors who were elected or last re-elected at or before the Annual General Meeting held in the third calendar year before the current year shall automatically retire.
92	Eligibility for re-election
	A retiring director is eligible for re-election.93 Re-electing a director who is retiring
93.1	At a General Meeting at which a director retires (whether at an Annual General Meeting or otherwise), he may be re-elected (as long as the director has not told theCompany in writing that he does not wish to be re-elected) if theshareholderspass anordinary resolutionto re-elect him.
93.2	A director retiring at a General Meeting retires at the end of that meeting (oradjournedmeeting). Where a retiring director is re-elected he continues as a director without a break.
94	Election of two or more directors
	A single resolution for the election of two or more directors is void unless theshareholdersfirst approve the putting of a resolution in this form by an earlier procedural vote taken at the General Meeting, with no votes cast against.

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

• A director who is retiring at the General Meeting;

• A person who is recommended by the directors; and

• A person who has been proposed by ashareholderwho is entitled to attend and vote at the General Meeting.

95.2 Ashareholderproposing a director in accordance with Article 95.1 must deliver to theRegistered Officeat least seven days before the General Meeting, but not more than 42 days before the meeting (this period includes the date on which the notice is given):

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

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

96	The power to fill vacancies and appoint extra directors
96.1	The directors can appoint any person as an extra director or to fill acasual vacancy. Any director appointed in this way automatically retires at the next General Meeting after his appointment. At this General Meeting he can be elected by theshareholdersas a director.
96.2	At a General Meeting theshareholderscan also pass anordinary resolutionto fill acasual vacancyor to appoint an extra director.
96.3	Extra directors can only be appointed under this Article up to the limit (if any) on the total number of directors under theArticles(or any variation of the limit approved by theshareholdersin accordance with theArticles).
97	Removing and appointing directors by an ordinary resolution
97.1	Theshareholderscan pass anordinary resolutionto remove a director, even though his time in office has not ended. This applies despite anything else in theArticles, or in any agreement between him and theCompany.Special noticeof theordinary resolutionmust be given to theCompanyas required by theCompanies Acts. But if a director is removed in this way, it will not affect any claim which he may have for damages for breach of any contract of service between him and theCompany.
97.2	Subject toArticle 95, theshareholderscan pass anordinary resolutionto elect a person to replace a director who has been removed in the way described in Article 97.1. If no director is appointed under this Article, the vacancy can be filled under Article 96.
97.3	Any person appointed under Article 97.2 will be treated, for the purpose of determining the time at which he is to retire, as if he had become a director on the day on which the director he replaced was last elected.
98	When directors are disqualified
98.1	Any director automatically ceases to be a director in any of the following circumstances if:

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• a bankruptcy order is made against him;

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

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

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

• he is prohibited from being a director under theCompanies Actsor any power conferred on the directors orshareholdersunder theseArticles;

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

(i)	delivers to theCompanya resignation notice in writing, signed or authenticated in accordance with Article 147 by him or on his behalf; or
(ii)	offers in writing to resign and the directors pass a resolution accepting the offer;

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

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

DIRECTORS’ MEETINGS

99	Directors’ meetings
	The directors can decide when and where to have directors’ meetings and how they shall be conducted, and on thequorum. They can alsoadjourntheir meetings.
100	Who can call directors’ meetings
	A directors’ meeting can be called by any director. TheSecretarymust also call a directors’ meeting if a director asks him to.
101	How directors’ meetings are called
	Directors’ meetings are called by giving notice to all the directors. This notice may be given to a director personally, by word of mouth, by notice in writing (sent to him at his last known address) or byelectronic means(sent to him at his last known electronic address or

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number). Any director can waive notice of any directors’ meeting, including one which has already taken place.

102	Quorum
102.1	If no otherquorumis fixed by the directors, three directors are aquorum. A directors’ meeting at which aquorumis present canexerciseall the powers, authorities and discretions of the directors whether by or under theseArticlesorexercisableby the directors generally.
102.2	A person who holds office only as analternate directorshall, if his appointor is not present, be counted in thequorum.
102.3	A director who ceases to be a director at a directors’ meeting can continue to be present and act as a director and be counted in thequorumuntil the end of that meeting if no other director objects and aquorumwould not otherwise be present.
103	The Chairman of directors’ meetings
103.1	The directors can elect any director as Chairman or as one or more Deputy Chairmen for such periods as the directors decide. If the Chairman is at a directors’ meeting, he will chair it. In his absence, the chair will be taken by a Deputy Chairman, if one is present. If there is no Chairman or Deputy Chairman present within five minutes of the time when the directors’ meeting is due to start, the directors who are present can choose which one of them will be the Chairman of the directors’ meeting.
103.2	Where there is more than one Deputy Chairman present at a meeting, and the Chairman is not there, the Deputy Chairman to take the chair will be the longest serving Deputy Chairman present.
104	Voting at directors’ meetings
	Matters for decision which arise at a directors’ meeting will be decided by a majority vote. The chairman of the meeting will not have a second, casting vote.
105	Directors can act even if there are vacancies
105.1	The remaining directors can continue to act even if one or more of them ceases to be a director. But if the number of directors falls below the minimum which applies under Article 83 (including any variation of that minimum approved by anordinary resolutionofshareholders), the remaining director(s) can only:

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

• call a General Meeting.

105.2 If no director or directors are willing or able to act under this Article, any twoshareholderscan call a General Meeting to appoint extra directors.

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106	Directors’ meetings by video conference and telephone
106.1	Any or all of the directors, or members of a committee, can take part in a directors’ meeting of the directors or of a committee by way of a video conference or conference telephone, or similar equipment, designed to allow everybody to take part in the directors’ meeting.
106.2	Taking part in this way will be counted as being present at the directors’ meeting. A directors’ meeting which takes place by way of video conference, conference telephone or similar equipment will be treated as taking place where most of the participants are. If there is no largest group, directors’ meetings will be treated as taking place where the Chairman is.
106.3	A directors’ meeting held in the way described in Article 106.1 will be valid as long as in one single place, or in places connected by way of video conference, telephone conference, or similar equipment, aquorumis present.
107	Resolutions in writing
107.1	This Article applies to a resolution in writing which is signed or authenticated by all of the directors or members of a committee who would be entitled to vote on the resolution at a directors’ meeting or at a committee meeting. This kind of resolution is just as valid and effective as a resolution passed by those directors at a directors’ meeting which is properly called and held.
107.2	The resolution can be passed using several copies of a document, if each copy is signed or authenticated by one or more directors.
107.3	A resolution in writing signed or authenticated by analternate directordoes not need also to be approved by his appointor. If the resolution in writing is signed or authenticated by a director who has appointed analternate director, it does not need to be approved by thealternate directoracting in that capacity.
107.4	A resolution in writing will be valid at the time it is signed or authenticated by the last director.
108	The validity of directors’ actions
	Everything which is done by any directors’ meeting, or by a committee of the directors, or by a person acting as a director, or as a member of a committee, will, in favour of anyone dealing with theCompanyin good faith, be valid even though it is discovered later that any director, or person acting as a director, was not properly appointed or elected. This also applies if it is discovered later that anyone was disqualified from being a director, or had ceased to be a director, or was not entitled to vote. In any of these cases, in favour of anyone dealing with theCompanyin good faith, anything done will be as valid as if there was no defect or irregularity of the kind referred to in this Article.

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DIRECTORS’ INTERESTS

109	Directors’ interests in transactions with the Company
109.1	If theCompanies Actsallow, and if he has disclosed to the directors the nature and extent of his interest, a director can, notwithstanding his being a director:

(a)	be a party to, or otherwise interested in, any existing or proposed contract, transaction or arrangement with theCompanyor in which theCompanyis otherwise interested;
(b)	be a director of, or occupy an office or place of profit (other than as auditor) in, and in any such case on terms (includingpay) which the directors can decide, or be employed by, or be a party to any existing or proposed contract, transaction or arrangement with, or otherwise be interested in, anycompanypromoted by theCompanyor in which theCompanyis otherwise interested; or
(c)	alone (or any firm of which he is a partner, employee or member can) act in a professional capacity for theCompany(other than as auditor) and be paid for this.

109.2	A director will not, unless he agrees otherwise, have to hand over to theCompany any benefit which he derives from any of the interests described above, and no contract, transaction or arrangement of the type described above will be liable to be avoided on the grounds of any director’s interest or benefit.
109.3	If theCompanyholds or ownssharesin anothercompany, the directors canexercisevotes attached to suchsharesor if any of the directors are directors of such othercompany, they may vote as directors of that othercompanyin such manner as they think fit.
110	When directors can vote on things in which they are interested
110.1	Unless theArticlessay otherwise, a director cannot vote on a resolution about a contract or any other kind of proposal in which he has a material interest. For this purpose, any interest of a person who is connected with a director within the meaning of theCompanies Actswill be treated as if it were an interest of the director himself. However, the director can vote if the interest is only an interest in theCompany’s shares,debenturesor othersecurities. If a director cannot vote on a resolution, the director cannot be counted in thequorumwhen the directors vote on that resolution.
110.2	However, if theCompanies Actspermit, a director can (in the absence of a material interest other than one which is listed below) vote, and be counted in thequorum, on any resolution about any of the following matters, namely:

• giving him, or any other person, any guarantee, security orindemnityfor any money which he, or that other person, has lent at the request of, or for the benefit of, theCompanyor any of itssubsidiary undertakings;

• giving him, or any other person, any security or anindemnityfor anyliability which he, or that other person, has incurred at the request, or for the benefit of, theCompanyor any of itssubsidiary undertakings;

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• giving any guarantee, security orindemnity, to him, or any other person, for a debt or obligation which is owed by theCompany, or any of itssubsidiary undertakings, if the director has taken responsibility by giving a guarantee,indemnityor security for some or all of that debt or obligation;

• any proposal relating to an offer of anyshares,debenturesor othersecurities, of or by theCompany, or any of itssubsidiary undertakings, if the director takes part because he is a holder ofshares,debenturesor othersecurities, or if he takes part in theunderwritingorsub-underwritingof the offer;

• any proposal involving any othercompanyin which the director (together with any person connected with the director within the meaning of theCompanies Acts), has any kind of interest (including holding any position in thatcompany, or being ashareholderof thatcompany). But this exemption does not apply if he knows that he, and any people connected with him, hold an interest inshares(as defined for Part 22 of theCompanies Act 2006) representing 1 per cent or more of:

• any class of equity share capital of suchcompany(or any thirdcompany through which his interest is derived); or

• the voting rights in thatcompany.

	Any such interest of 1 per cent or more is treated for the purposes of this Article as being material interest;
•	any proposal relating to an arrangement for the benefit of employees of theCompany, or any of itssubsidiary undertakings, which only gives him benefits which are also generally given to the employees to whom the arrangement relates;
•	any proposal relating to any insurance which theCompanyproposes to buy or renew for the benefit of directors, or of a group of people which includes directors; or
•	any proposal relating to: (i) the granting of anindemnityto directors; or (ii) the funding of reasonable expenditure by one or more directors in defending civil or criminal proceedings, or in connection with any application under the provisions referred to in Section 337A(2) of theCompanies Act 1985; or (iii) the doing of anything to enable such a director or directors to avoid incurring such expenditure, by theCompanyor any of itssubsidiary undertakings.

110.3

A director cannot vote or be counted in thequorumon a resolution relating to appointing that director to a position within theCompanyor anycompanyin which theCompany has an interest or the terms and termination of the appointment.

110.4

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

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110.5	If any question comes up at a directors’ meeting about whether a director has a material interest, or whether he can vote or be counted in thequorum, and the director does not agree to abstain from voting on the issue or not be counted in thequorum, the question must be referred to the chairman of the directors’ meeting (unless the Chairman is the director in question, in which case the other directors will choose another amongst them to act as chairman in dealing with this question). The Chairman’s ruling about any other director is final and conclusive, unless the nature and extent of the director’s interest has not been fairly disclosed to the other directors.
111	More about directors’ interests
	For the purpose of Articles 109 and 110 and this Article, a director who is in any way interested shall state the nature of his interest at a directors’ meeting in accordance with theCompanies Acts, and:

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

• an interest of a person who is connected with the director within the meaning of theCompanies Actswill be treated as an interest of the director;

• interests (whether his or of any person connected with the director within the meaning of theCompanies Acts) which are unknown to the director and which it is unreasonable to expect him to know about are ignored.

DIRECTORS’ COMMITTEES

112

Delegating powers to committees

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

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

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

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

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DIRECTORS’ POWERS

114	The directors’ management powers
114.1	TheCompany’sbusiness will be managed by the directors. They can use all theCompany’spowers except where theArticles, or theCompanies Acts, provide that powers can only be used by theshareholdersvoting to do so at a General Meeting. The general management powers under this Article are not limited in any way by specific powers given to the directors by otherArticles.
114.2	The directors are, however,subject to:

• the provisions of theCompanies Acts;

• the requirements of theMemorandumor theseArticles; and

• any other requirements (whether or not consistent with theseArticles) which are approved by theshareholdersby passing aspecial resolutionat a General Meeting.

	However, if any change is made to theMemorandumor theseArticlesor if theshareholders approve a requirement relating to something which the directors have already done which was within their powers, this will not invalidate any prior act of the directors which would otherwise have been valid.
115	The power to establish local boards
115.1	The directors can set up local committees, local boards or local agencies to manage any of theCompany’sbusiness. These can be either in or outside theUnited Kingdom. The directors can appoint, remove and re-appoint anybody (who need not be a director) to be:

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

• managers oragentsof theCompany.

115.2 The directors can:

• decide on thepayand other benefits of people appointed under this Article;

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

(i)	any local board or committee; or
(iii)	any manager, oragentof theCompany;

• allow local committees or boards, managers oragentsto delegate to another person;

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

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

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

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

	Any appointment or delegation by the directors which is referred to in this Article can be on any terms and conditions decided on by the directors.
115.3	A person who is employed by, or occupies an office with, theCompanymay be given a title which includes the words “Associate Director”. This will not imply that such person is a director of theCompanyor that he is entitled to act as a director or be deemed to be a director for the purposes of theseArticles.
116	The power to appoint attorneys
116.1	The directors can appoint anyone (including the members of a group which changes over time) as theCompany’sattorneyorattorneysby granting apower of attorneyor by authorising him or them in some other way. Theattorneyorattorneyscan either be appointed directly by the directors, or the directors can give someone else the power to selectattorneys. The directors can decide on the purposes, powers, authorities and discretions ofattorneys.
116.2	The directors can decide for how long apower of attorneywill last and they can apply any terms and conditions to it. Thepower of attorneycan also include any provisions which the directors decide on for the protection and convenience of anybody dealing with theattorney. Thepower of attorneycan also allow theattorneyto sub-delegate any or all of his power, authority or discretion to any other person.
117	Borrowing powers
	So far as theCompanies Actsallow, the directors canexerciseall the powers of theCompanyto:

• borrow money;

• issue(subject tothe provisions of theCompanies Actsregarding authority toallot debenturesconvertible intoshares) debenturesand othersecurities; and

• give any form of:

• guarantee; and

• security, either outright or as collateral and over all or any of theCompany’sundertaking, property and uncalled capital,

for any debt,liabilityor obligation of theCompanyor of any third party.

118	Borrowing restrictions
118.1	The directors must:

• limit theBorrowingsof theCompanyand

• exerciseall voting and other rights or powers of control exercisable by theCompany in relation to itssubsidiary undertakings

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• to ensure that the total amount of allBorrowingsby theGroupoutstanding at any time will not exceed 1.5 times theAdjusted Total of Capital and Reservesat such time.

	This limitation onBorrowingswill only affectsubsidiary undertakingsto the extent that the directors can restrict the borrowings of thesubsidiary undertakingsby exercising the rights or powers of control which theCompanyhas over itssubsidiary undertakings. TheCompanymay consent in advance to exceeding the borrowing limit by passing anordinary resolutionat a General Meeting.
118.2	In this Article:
	Groupmeans theCompanyand itssubsidiary undertakingsfor the time being;
	Adjusted Total of Capital and Reservesmeans the aggregate of the share capital andreserves as shown in the latest audited consolidated balance sheet of theGroup(including the amountpaid upor credited aspaid upon theissuedshare capital of theCompany, theshare premium account,capital redemption reserve, profit and loss account and otherreservesincluded within theGroup’sequityshareholders’funds) (the “Reserves”) but:

• adjusted as appropriate in respect of any variation to thepaid upshare capital orreservessince the date of the latest audited consolidated balance sheet as recorded within the monthly management accounting records of theGroupprepared in accordance with the accounting bases and principles applied in the preparation of its latest audited consolidated balance sheet;

• adding any amount which has been deducted at any time from theReservesof theGroup for goodwill arising on consolidation either by direct charge toReservesor by charge to theGroup’sconsolidated profit and loss account; and

• making such other adjustments (if any) as the auditors of theCompanyconsider appropriate.

Borrowingsmeans the aggregate amount of allliabilitiesand obligations of theGroupwhich in accordance with the accounting bases and principles of theGroupare treated as borrowings in the latest audited consolidated balance sheet of theGroupbut:

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

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

• making such other adjustments (if any) as the auditors of theCompanyconsider appropriate.

118.3 The determination of theCompany’sauditors as to the amount of theAdjusted Total of Capital and Reservesand the total amount ofBorrowingsat any time shall be conclusive and binding on all concerned and for the purposes of their computation theCompany’s

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auditors may at their discretion make such further or other adjustments (if any) or determinations as they think fit. Nevertheless the directors may act in reliance on a bona fide estimate of the amount of theAdjusted Total of Capital and Reservesand the total amount ofBorrowingsat any time and if in consequence the borrowing limit is inadvertently exceeded an amount of borrowings equal to the excess may be disregarded until the expiration of three months after the date on which by reason of a determination of theCompany’sauditors or otherwise the directors became aware that such a situation has or may have arisen.

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

ALTERNATE DIRECTORS

119	Alternate directors
119.1	Any director may appoint any person (including another director) to act in his place (such person is called analternate director). Such appointment requires the approval of the directors, unless the proposedalternate directoris another director. A director appoints analternate directorby delivering an appointment notice signed or authenticated in accordance with Article 147 by him (or in any other manner which has been approved by the directors) to theRegistered Office. Analternate directorneed not be ashareholder.
119.2	The appointment of analternate directorends if the director appointing him ceases to be a director, unless that director retires at a General Meeting at which he is re-elected under Article 93.1. A director can also remove his alternate by delivering a notice signed or authenticated in accordance with Article 147 by him (or doing something else which has been approved by the directors) delivered to theRegistered Office. Analternate director can also be removed as an alternate by a resolution of the directors.
119.3	Analternate directoris entitled to receive notices of directors’ meetings once he has given theCompanyan address to which notices may be served on him. He is entitled to attend and vote as a director at any such meeting at which the director appointing him is not personally present and generally at such meeting to perform all functions of the director appointing him as a director. If he is himself a director or attends any such meeting as an alternate for more than one director, he will have one vote for each director for whom he acts as an alternate, in addition to his own vote as a director. However, he may not be counted more than once for the purposes of thequorum. If his appointor is temporarily unable to act through ill health or disability his signature of or authentication of any resolution in writing of the directors is as effective as the signature or authentication of his appointor.
119.4	If the directors decide to allow this, Article 119.3 also applies in a similar fashion to any meeting of a committee of which his appointor is a member.
119.5	Analternate directorshall be an officer of theCompanyand shall alone be responsible to theCompanyfor his own actions and mistakes. Except as said in this Article 119, analternate director:

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• does not have power to act as a director;

• is not considered to be a director for the purposes of theArticles;

• is not considered to be theagentof his appointor; and

• cannot appoint analternate director.

119.6 Subject totheCompanies Acts, analternate directoris entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to beindemnifiedto the same extent as if he were a director. However, he is not entitled to receive from theCompanyasalternate directoranypay, except only such part (if any) of thepayotherwise payable to his appointor as such appointor may direct theCompanyin writing to pay to his alternate.

THE SECRETARY

120	The Secretary and Deputy and Assistant Secretaries
120.1	TheSecretaryis appointed by the directors. The directors decide on the terms and period of his appointment so long as allowed to do so by theCompanies Acts. The directors can also remove theSecretary, but this does not affect any claim for damages against theCompanyfor breach of any contract between him and theCompany.
120.2	The directors can also appoint one or more people to be deputy or assistant secretary. Anything which theCompanies Actsallow to be done by or to theSecretarycan, if there is noSecretary, or he is for any reason not capable of doing what is required of him, also be done by or to any deputy or assistant secretary. If there is no deputy or assistant secretary capable of acting, the directors can appoint any officer to do what would be required of the deputy or assistant secretary.
120.3	Anything which theCompanies Actsallow to be done by or to a director and theSecretary, cannot be done by or to one person acting as both a director and aSecretary.

THE SEAL

121	The Seal
121.1	The directors are responsible for arranging for theCommon Sealand anySecurities Sealto be kept safely. TheCommon Sealand anySecurities Sealcan only be used with the authority of the directors or of a committee authorised by the directors to use it. TheSecurities Sealcan be used only for sealingsecurities issuedby theCompanyincertificated formand sealing documents creating or evidencingsecurities issuedby theCompany.
121.2	Subject tothe provisions of theseArticleswhich relate to share certificates, every document which is sealed using theCommon Sealmust be signed personally by:

• one director and theSecretary; or

• two directors; or

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

121.3	Where a signature is required to witness theCommon Seal, the directors may decide that the individual need not sign the document personally but that his signature may be printed on it mechanically, electronically or in any other way the directors approve.
121.4	Securitiesand documents which have theSecurities Sealstamped on them do not need to be signed unless the directors or theCompanies Actsrequire this.
121.5	The directors can use all the powers given by theCompanies Actsrelating to official seals for use abroad.
121.6	Certificates fordebenturesor othersecuritiesof theCompanymay be printed in any way and may be sealed and/or signed for in any manner allowed by theseArticles.
121.7	As long as it is allowed by theCompanies Acts, any document signed by one director and theSecretaryor by two directors and expressed to be entered into by theCompany shall have the same effect as if it had been made effective by using theCommon Seal. However no document which states that it is intended to have effect as a deed shall be signed in this way without the authority of the directors or of a committee authorised by the directors to give such authority.

AUTHENTICATING DOCUMENTS

122	Establishing that documents are genuine
122.1	Any director, or theSecretary, has power to identify as genuine any of the following and to certify copies or extracts from them as true copies or extracts:

• any documents relating to theCompany’sconstitution;

• any resolutions passed by theshareholdersor any class ofshareholders, or by the directors or by a committee of the directors; and

• any books, documents, records or accounts which relate to theCompany’sbusiness.

	The directors can also delegate this power to other people.
122.2	When any books, documents, records or accounts are not kept at theRegistered Office, the officer of theCompanywho has custody of them is treated as a person who has been authorised by the directors to identify them as genuine and to provide certified copies or extracts from them.
122.3	A document which appears to be a copy of a resolution or an extract from the minutes of any meeting, and which is certified as a copy or extract as described in Article 122.1 or 122.2 is conclusive evidence for anyone who deals with theCompanyon the strength of the document that:

• the resolution has been properly passed; or

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

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RESERVES

123

Setting up reserves

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

DIVIDENDS

124	No dividends are payable except out of profits
124.1	No dividend can be paid otherwise than out of profits available for distribution under theCompanies Acts.
124.2	The profits of theCompanywhich are determined to be distributed will be used in the payment of dividends toshareholdersin accordance with their respective rights and priorities.
125	Final dividends
	The directors may recommend the amount of any final dividend. Theshareholderscan thendeclaredividends by passing anordinary resolution, but the amountdeclaredcannot exceed the amount recommended by the directors.
126	Fixed and interim dividends
126.1	If the directors consider that the profits of theCompanyjustify such payments, they can pay:

• fixed dividends on any class ofsharescarrying a fixed dividend on the dates fixed for the payment of those dividends; and

• interim dividends onsharesof any class of any amounts and on any dates and for any period which they decide.

126.2	If the directors act in good faith, they are not liable to anyshareholdersfor any loss they may suffer because a lawful dividend has been paid under this Article on othershareswhichrankequally with or behind theirshares.
127	Dividends not in cash
	If the directors recommend this,shareholders can pass anordinary resolutionto direct all or part of a dividend to be paid by distributing specificassets(and in particularpaid-up sharesordebenturesof any othercompany) rather than cash. The directors must give

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effect to that resolution. Where any difficulty arises on the distribution and valuation of theassets, the directors can settle it as they decide. In particular, they can:

• issue fractional certificates;

• valueassetsfor distribution purposes;

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

• transfer anyassetstotrusteesfor persons entitled to the dividend.

128	Calculation and currency of dividends
128.1	All dividends will be divided and paid in proportions based on the amounts which have beenpaid-upon thesharesduring any period for which the dividend is paid. Sums which have beenpaid-upin advance ofcallsdo not count in calculating the amount of a dividend to be paid on ashare. If the terms on which anyshareisissuedprovide that suchsharewill be entitled to a dividend as if it were afullypaid-up, orpartlypaid-up,sharefrom a particular date (in the past or the future), it will be entitled to a dividend on this basis. This Article applies unless therightsattached to anyshares, or thetermsof anyshares, provide otherwise.
128.2	Unless therightsattached to anyshares, or thetermsof anyshares, or theArticlesprovide otherwise, a dividend, or any other money payable in respect of anyshare, can be paid to ashareholderin whatever currency the directors decide, using an appropriate exchange rate selected by the directors for any currency conversions which are required.
128.3	The directors can decide that a particularApproved Depositaryshould be able to receive dividends in a currency other than the currency in which it isdeclaredand can make arrangements accordingly. In particular, if anApproved Depositaryhas chosen or agreed to receive dividends in another currency, the directors can make arrangements with theApproved Depositaryfor payment to be made to theApproved Depositaryfor value on the date on which the relevant dividend is paid, or a later date decided on by the directors.
129	Deducting amounts owing from dividends and other money
	If ashareholderowes any money forcallsonshares, or money relating in any other way toshares, the directors can deduct any of this money (as long as it is immediately payable) from:

• any dividend on anysharesheld by theshareholder; or

• any other money payable by theCompanyin connection with theshares.

	Money deducted in this way can be used to pay amounts owed to theCompanyin connection with theshares.
130	Payments to shareholders
130.1	Any dividend or other money payable in cash (whether insterlingor foreign currency) relating to asharecan be paid:

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• by cheque orwarrantor any other similar financial instrument made payable to theshareholderwho is entitled to it and sent direct to his registered address or, in the case of jointshareholders, to theshareholderwho is first named in theRegisterand sent direct to his registered address, or to someone else named in an instruction in writing from theshareholder(or from all jointshareholders);

• in the case ofsharesinuncertificated form, by the use of arelevant system;

• by inter-bank transfer,electronic form,electronic meansor by means of a website to an account named in an instruction in writing from the person receiving the payment; and/or

• in some other way agreed between theshareholder(or all jointshareholders) and theCompany.

130.2	For jointshareholders, theCompanycan rely on a receipt for a dividend or other money paid onsharesfrom any one of them.
130.3	Cheques andwarrantsare sent, and payment in any other way is made, at the risk of the people who are entitled to the money. TheCompanyis treated as having paid a dividend if such a cheque orwarrantis cleared or if a payment using arelevant system, bank transfer,electronic form,electronic meansor by means of a website is made in accordance with instructions given by theCompany. TheCompanywill not be responsible for a payment which is lost or delayed.
130.4	TheCompanywill not pay interest on any dividend or other money due to ashareholderin respect of hisshares, unless therightsof thesharesprovide otherwise.
131	Record dates for payments and other matters
	Any dividend or distribution onsharesof any class can be paid to the holder or holders of thesharesshown on theRegister, at the close of business on whatever day may be provided in the resolution declaring the dividend or providing for the distribution. The dividend or distribution will be based on the number ofsharesregistered on that day. This Article applies whether what is being done is the result of a resolution of the directors or a resolution passed at a General Meeting. The date can be before any relevant resolution was passed. This Article does not affect the rights to the dividend or distribution as between past and presentshareholders.
132	Dividends which are not claimed
132.1	If a dividend has not been claimed for one year after the passing of either the resolution passed at a General Meeting declaring that dividend or the resolution of the directors providing for payment of that dividend, the directors may invest the dividend or use it in some other way for the benefit of theCompanyuntil the dividend is claimed. If the directors pay unclaimed dividends into a separate account, theCompanywill not be atrusteeof the money and will not be liable to pay any interest on it. If a dividend has not been claimed for 12 years after either the passing of the relevant resolution either declaring that dividend or providing for payment of that dividend, it will beforfeitedand belong to theCompanyagain.

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132.2 TheCompanycan stop paying dividends by cheque,warrantor other payment order if cheques,warrantsor other payment orders for two dividends in a row are sent back or not cashed. TheCompanymust start paying dividends in this way again if theshareholderor a personautomatically entitled to thesharesby law:

• claims those dividends in writing (before they areforfeitedunder Article 132.1); and

• does not tell theCompanyto start paying future dividends in some other way.

133

Waiver of dividends

Where ashareholderwants to waive his entitlement to all or any part of a dividend, he may do so by delivering a notice in writing to that effect, signed or authenticated in accordance with Article 147 by him, to theCompany. If appropriate, the notice in writing may be signed or authenticated in accordance with Article 147 by whoever has becomeautomatically entitled to thesharesby law. For the waiver to be effective, theCompanymust accept the notice in writing and act on it. TheCompanymay, however, decline to act on the notice in writing and continue to pay dividends to theshareholderaccordingly.

CAPITALISING RESERVES

134	Capitalising reserves
134.1	Subject toanyspecial rightsattaching to any class ofshares, theshareholders can pass anordinary resolutionto allow the directors to change into capital any sum which:

• is part of any of theCompany’sreserves(includingpremiumsreceived when anyshareswereissued, capital redemption reservesor other undistributablereserves); or

• theCompanyis holding as undistributed profits.

134.2	Unless theordinary resolutionstates otherwise the directors will use the sum which is changed into capital for theOrdinary Shareholderson theRegisterat the close of business on the day the resolution is passed (or another date stated in the resolution or fixed as stated in the resolution). The sum set aside must be used to pay up in fullsharesof theCompanyand toallotsuchsharesand distribute them to holders ofOrdinary Sharesas bonussharesin proportion to their holdings ofOrdinary Sharesat the time. Thesharescan beOrdinary Sharesor, if the rights of other existingsharesallow this,sharesof some other class.
134.3	If any difficulty arises in operating this Article, the directors can resolve it in any way which they decide. For example they can deal with entitlements to fractions of ashare. They can decide that the benefit of fractions of asharebelongs to theCompanyor that fractions of ashareare ignored or deal with fractions of asharein some other way.
134.4	The directors can appoint any person to sign any contract with theCompanyon behalf of those who are entitled tosharesunder the resolution. Such a contract is binding on all concerned.

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SCRIP DIVIDENDS

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

135.1 The directors can offerOrdinary Shareholdersthe right to choose to receive extraOrdinary Shares, which are credited asfullypaid-up, instead of some or all of their cash dividend. Before they can do this, theshareholdersmust have passed anordinary resolutionauthorising the directors to make this offer.

135.2 Theordinary resolutioncan apply to a particular dividend or dividends (whetherdeclaredor not). Alternatively, it can apply to some or all of the dividends which may bedeclaredor paid in a specified period. The specified period must end no later than five years after theordinary resolutionis passed.

135.3 The directors can offerOrdinary Shareholdersor personsautomatically entitled by operation of lawthe right to request newOrdinary Sharesinstead of cash for:

• the next dividend; or

• all future dividends (ifsharesare made available as an alternative to a cash dividend), until they tell theCompanythat they no longer wish to receive newOrdinary Shares.

The directors can also allowOrdinary Shareholdersto choose between these alternatives.

135.4 AnOrdinary Shareholderopting for newsharesis entitled toOrdinary Shares whose totalrelevant valueis as near as possible to the cash dividend (disregarding any tax credit) he would have received, but no greater than such cash dividend.

135.5 Therelevant valueof anOrdinary Shareis a value calculated in the manner set out in theordinary resolutionor, if theordinary resolutiondoes not set out how therelevant valueof anOrdinary Shareis to be calculated, then therelevant valueof anOrdinary Shareis the average value of theOrdinary Sharesfor the five dealing days starting from, and including, the day when thesharesare first quoted “ex dividend”. This average value is worked out from the average middle market quotations for theOrdinary Shareson theLondon Stock Exchange, as published in its Daily Official List. A certificate or report from theCompany’sauditors as to the amount of therelevant valuewill be conclusive evidence of that amount.

135.6 After the directors have decided to apply this Article to a dividend, they must notify eligibleOrdinary Shareholdersin writing of their right to choose newOrdinary Shares. This notice should also set out the procedure by which theOrdinary Shareholdersmust notify theCompanyif they wish to receive newOrdinary Shares. WhereOrdinary Shareholdershave already chosen to receive newOrdinary Sharesin place of all cash future dividends, if newOrdinary Sharesare available, theCompanywill not notify them of a right to receive newOrdinary Shares. Instead, theCompanywill remind them that they have already chosen to receive newOrdinary Sharesand explain to them how to tell theCompanyif they wish to start receiving cash dividends again.

135.7 The directors can set a minimum number ofOrdinary Sharesin respect of which the right to choose newOrdinary Sharescan beexercised. NoOrdinary Shareholderor person

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who isautomatically entitled to anOrdinary Shareby lawwill receive a fraction of ashare. The directors can decide how to deal with any fractions left over and theCompanycan, if the directors decide, receive the benefit of any or all of these.

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

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

• special formalities would otherwise apply in connection with the offer of newOrdinary Shares(includingOrdinary Sharesbeing represented byAmerican Depositary Shares); or

• it would be impractical or unduly onerous to give the right to anyOrdinary Shareholderor that for some other reason the offer should not be made to them.

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

135.10 If anOrdinary Shareholderchooses to receive newOrdinary Shares, no dividend on theOrdinary Sharesfor which he has chosen to receive newOrdinary Shares(which are called theelected shares), will bedeclaredor payable. Instead, newOrdinary Shareswill beallottedon the basis set out earlier in this Article. To do this the directors will convert into capital a sum equal to the totalnominal valueof the newOrdinary Sharesto beallotted. They will use this sum to pay up in full the appropriate number of newOrdinary Shares. These will then beallottedand distributed to the holders of theelected sharesas set out above. The sum to be converted into capital can be taken from any amount which is then in anyreserve or fund (including theshare premium account, anycapital redemption reserveand the profit and loss account). Article 134 applies to this process, so far as it is consistent with this Article 135.

135.11 The newOrdinary Sharesrankequally in all respects with the existingfullypaid-upOrdinary Sharesat the time the newOrdinary Sharesareallotted. The newOrdinary Sharesare not entitled to share in the dividend from which they arose or any other dividend or distribution or other entitlement which has beendeclared, made or paid or is payable by reference to such record date or earlier record date.

135.12 Unless the directors decide otherwise or theCREST Regulationsor the rules of arelevant systemrequire otherwise, any newOrdinary Shareswhich anOrdinary Shareholderhas chosen to receive instead of some or all of his cash dividend will be:

• sharesinuncertificated formif the correspondingelected shareswereuncertificated shareson the record date for that dividend; and

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• sharesincertificated formif the correspondingelected sharesweresharesincertificated formon the record date for that dividend.

135.13 The directors can decide that newOrdinary Shareswill not be available in place of any cash dividend. They can decide this at any time before newOrdinary Sharesareallotted in place of such dividend, whether before or afterOrdinary Shareholdershave chosen to receive newOrdinary Shares.

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

ACCOUNTS

136 Accounting and other records

136.1 The directors must make sure that proper accounting records that comply with theCompanies Actsare kept. These records must explain theCompany’stransactions and show its financial position at any time with reasonable accuracy.

136.2 The directors must, in accordance with theCompanies Acts, ensure that the profit and loss accounts, balance sheets, group accounts (if any) and reports specified in theCompanies Actsare prepared and laid before theCompanyat a General Meeting.

136.3 The auditors’ report must be laid before theCompanyin General Meeting and must be open for inspection as required by theCompanies Acts.

137      Location and inspection of records

137.1 The accounting records must be kept:

• at theRegistered Office; or

• at any other place which theCompanies Actsallow and the directors decide on.

137.2 TheCompany’sofficers always have the right to inspect the accounting records.

137.3 Noshareholder(other than ashareholderwho is also an officer) has any right to inspect any books or papers of theCompanyunless:

• theCompanies Actsor a proper court order give him that right; or

• the directors authorise him to do so; or

• he is authorised by anordinary resolutionto do so.

138      Sending copies of accounts and other documents

138.1 This Article applies to every directors’ and auditors’ report and balance sheet and profit and loss account to be laid before theshareholdersat a General Meeting with any other document which theCompanies Actsrequires to be attached to these.

138.2 Copies of the documents set out in Article 138.1 must be delivered or sent to theshareholdersanddebentureholders at their registered addresses and to all other people to whom theArticles, or theCompanies Actsor the requirements of theUK Listing

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Authorityor theLondon Stock Exchange(or of any other stock exchange on which all or any of thesharesof theCompanyhave been admitted for listing) require theCompanyto send them. This must be done at least 21 days before the relevant General Meeting. However, theCompanyneed not send these documents toshareholderswho are sent summary financial statements in accordance with theCompanies Acts.

138.3 Shareholdersordebentureholders who are not sent copies of the above documents in Article 138.2 can receive a copy free of charge by applying to theCompanyat theRegistered Office.

AUDITORS

139 Actions of auditors

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

140      Auditors at General Meetings

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

COMMUNICATIONS WITH SHAREHOLDERS

141 Serving and delivering notices and other documents

141.1 To the extent permitted and unless required otherwise by theCompanies Acts, any otherActapplying to theCompanyor theseArticles, theCompanycan send, serve, supply or deliver any offer, notice, information or any other document, including a share certificate, on or to ashareholder:

• personally;

• by posting it in a letter (with postage paid) to theshareholder’sregistered address or by causing it to be left at that address in some other way; or

• byelectronic meansand/or by making such offers, notices, information or documents available on a website.

141.2 TheCompany Communication Provisionshave effect for the purposes of any provisions of theCompanies Actsor theseArticlesthat authorise or requires offers, notices, information or any other documents to be sent, served, supplied or delivered by or to theCompany.

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

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142 Notices to joint holders

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

142.2 Any offer, notice, information or any other document which is authorised or required to be sent or supplied to joint holders of a share may be sent or supplied to the joint holder whose name stands first in theRegisterin respect of the share, to the exclusion of the other joint holders. For such purpose, a joint holder having no registered address in theUnited Kingdomand not having supplied an address within theUnited Kingdomfor the service of notices may,subject toanyActapplying to theCompany, be disregarded.

142.3 The provisions of this Article shall have effect,subject totheCompanies Acts, in place of theCompany Communications Provisionsregarding notices to joint holders.

143 Notices for shareholders with foreign addresses

Subject totheCompanies Actsand any otherActapplying to theCompany, theCompany shall not be required to send offers, notices, information or any other documents to ashareholderwho (having no registered address within theUnited Kingdom) has not supplied to theCompanya postal address within theUnited Kingdomfor the service of notices.

144 When notices are served

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

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

144.3 If an offer, notice, information or any other document is sent or supplied by theCompanyby electronic means it shall be deemed to have been received by the intended recipient 2 hours after it was transmitted, and in proving such receipt it shall be sufficient to show that such offer, notice, information or other document was properly addressed.

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

144.5 This Article shall have effect,subject toany mandatory provision of theCompanies Actsand any otherActapplying to theCompany, in place of theCompany Communications

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Provisionsrelating to when offers, notices, information or any other documents are deemed delivered.

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

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

• such evidence as the Directors may reasonably require to show his title to the share; and

• an address within theUnited Kingdomfor the service of notices,

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

145.2 Save as provided by paragraph 145.1, any offer, notice, information or any other document delivered or sent to the address of anyshareholderin pursuance of theseArticles shall, notwithstanding that suchshareholderbe then dead or bankrupt or in liquidation, and whether or not theCompanyhas notice of his death or bankruptcy or liquidation, be deemed to have been duly delivered or sent in respect of any share registered in the name of suchshareholderas sole or first-named joint holder.

145.3 The provisions of this Article shall have effect in place of theCompany Communications Provisionsregarding the death or bankruptcy of a holder ofsharesin theCompany.

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

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

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

147 Signature or authentication of documents

147.1 Where theseArticlesrequire an offer, notice, information or any other document to be signed or authenticated by ashareholderor any other person then any such offer, notice or other document sent or supplied in electronic form or by means of a website shall be

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sufficiently authenticated in any manner authorised by theCompany Communications Provisions or in such other manner approved by the Directors.

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

MINUTES AND RECORDS

148      Minutes

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

• all appointments of officers made by the directors;

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

• all resolutions and proceedings at all General Meetings of theCompany, the holders of any class ofsharesin theCompany, the directors and any committees of the directors;

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

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

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

149.1 TheCompanymust keep and make available for inspection as required by theCompanies Acts:

• a register of the directors andSecretarywhich must include all information required by theCompanies Acts(and from time to time theCompanymust notify the registrar of companies of changes to the register and the date of the change in the manner required by theCompanies Acts);

• copies and memoranda of directors’ service contracts with theCompanyand any of itssubsidiaries;

• a register of directors’ interests insharesordebenturesof theCompanyor any other body corporate, being theCompany’ssubsidiaryorholding companyor asubsidiary of theCompany’sholding company. This register must be produced and remain open at each Annual General Meeting; and

• a register for recording information relating to interests in the share capital of theCompany.

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149.2 The directors must ensure that a register is kept in accordance with theCompanies Actsof allchargesspecifically affecting property of theCompanyand of all floatingchargesrelating toassetsor property of theCompany, and the directors must comply with theCompanies Actsin relation to registration ofcharges.

WINDING UP

150 Directors’ power to petition

The directors can present a petition to the Court in the name and on behalf of theCompanyfor theCompanyto bewound up.

151 Distribution of assets in kind

If theCompanyiswound up(whether the liquidation is voluntary, under supervision of the Court, or by the Court) the liquidator can, with the authority of anextraordinary resolutionpassed by theshareholdersand any other sanction required by theCompanies Acts, divide among theshareholdersthe whole or any part of theassetsof theCompany. This applies whether theassetsconsist of property of one kind or different kinds. For this purpose, the liquidator can place whatever value he considers fair upon any property and decide how the division is carried out as betweenshareholdersor different classes ofshareholders. The liquidator can also, with the authority of anextraordinary resolution passed by theshareholdersand any other sanction required by theCompanies Acts, transfer any part of theassetstotrusteesupon any trusts for the benefit ofshareholderswhich the liquidator decides. However no past or presentshareholdercan be compelled to accept anysharesor othersecuritiesunder this Article which carry aliability.

DESTROYING DOCUMENTS

152 Destroying documents

152.1 TheCompanycan destroy all:

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

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

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

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

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

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152.4 For documents relating tosharesinuncertificated form, theCompanymust also comply with any rules (as defined in theCREST Regulations) which limit its ability to destroy these documents.

152.5 This Article does not make theCompanyliable if it:

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

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

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

INDEMNITY AND INSURANCE

153 Indemnity

153.1 So far as theCompanies Actsallow, every director,Secretaryor other officer of theCompanyshall beindemnifiedby theCompanyout of its own funds against all costs, charges, losses, expenses andliabilitiesincurred by him:

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

• inexercisingor omitting toexercisehis powers; and/or

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

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

153.2 So far as theCompanies Actsallow, theSecretaryand other officers of theCompanyare exempted from anyliabilityto theCompanywhere thatliabilitywould be covered by theindemnityin Article 153.1.

153.3 So far as theCompanies Actsallow, theCompanyor any of itssubsidiary undertakingsmay: (i) provide a director with funds to meet expenditure incurred or to be incurred by him in defending any civil or criminal proceedings, or in connection with any application under the provisions of theCompanies Act 1985referred to in Section 337A(2) of theCompanies Act 1985; and (ii) do anything to enable a director to avoid incurring such expenditure, but so that the terms set out in Section 337A(4) of theCompanies Act 1985shall apply to any such provision of funds or other things done.

154 Insurance

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

• theCompany;

• anyholding companyof theCompany;

• anycompanyin which theCompanyor itsholding companyor any of the predecessors of theCompanyor of itsholding companyhas or had any interest, whether direct or indirect; and

• anycompanywhich is in any way allied to or associated with theCompany, or anysubsidiary undertakingof theCompanyor such othercompany.

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

• directors, officers or employees of anyRelevant Company; or

• trusteesof any pension fund or employees’ share scheme in which employees of anyRelevant Companyare interested.

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

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

• inexercisingor omitting toexercisetheir powers; and/or

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

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

SHARE WARRANTS

155 Issue of Share Warrants

155.1 TheCompanycanissueShare Warrantswhich state that the bearer of theShare Warrant(“Bearer”) is entitled to thesharesspecified in theShare Warrant. TheCompanycan only do this in a way which is allowed under theCompanies Actsand in Articles 155 to 162.Share Warrantscan provide for the payment of future dividends and other distributions relating to theshares. Payment can be made by exchanging coupons which can be attached to theShare Warrants, or in any other way which the directors determine.

155.2 TheBearerof aShare Warrantis entitled to the number ofshareswhich are specified in it. Thesesharescan be transferred by one person delivering theShare Warrantto another.

155.3 Subject toArticle 155.2, the provisions of theArticlesrelating to share certificates and transferringsharesdo not apply toShare Warrants.

155.4   EachShare Warrantmust beissuedunder theSeal.

155.5 The directors can decide on the language and form of, and the number ofshares represented by, eachShare Warrant.

156      Directors can accept a certificate instead of a Share Warrant

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

156.2 The only people who may deliver a certificate to theCompanyare theADR Depositaryor any bank oragentwhich has been appointed by theCompany. For the purposes of

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Articles 155 to 161, theCompanycan treat the deposit of the certificate as though theShare Warrantitself had been deposited at theTransfer Office.

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

157 Requesting a Share Warrant

157.1 AShare Warrantwill only beissuedif ashareholderrequests in writing that aShare Warrantisissuedfor some or all of theshareswhich are registered in his name.

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

157.3 Where ashareholderrequests thatShare Warrantsareissuedin relation toshares registered in his name, and there are share certificates in respect of thoseshares, aShare Warrantwill only beissuedonce the share certificates have been delivered to theTransfer Officefor cancellation.

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

158 Replacing Share Warrants

158.1 If aShare Warrantis damaged or defaced, theBearercan request a new one, once he returns the damaged or defacedShare Warrantto the directors at theTransfer Office. Once any payments of the types described in Article 157.4 are made (if any), a newShare Warrant will be issued.

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

158.3 TheBearercan ask the directors to cancel his existingShare Warrantand replace it with two (or more)Share Warrantswhich together represent the same number ofshareswhich the original singleShare Warrantrepresented. The directors do not have to comply with this request. If they do, theBearerwill have to surrender his originalShare Warrantand can be required by the directors to make any payments of the types described in Article 157.4 before the newShare Warrantsare issued.

159      Rights of the Bearer

159.1 TheBearer(or a person who has deposited hisShare Warrantin accordance with Article 159.2 or if the directors so decide, Article 156.2) shall be entitled to the same rights and be

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subject tothe same obligations as those to which he would be entitled or subject if he were the registered holder of thesharesto which theShare Warrantrelates. This issubject tothe provisions of Articles 155 to 162.

159.2 Where aBearerdeposits hisShare Warrant, together with a declaration in writing giving his name and address, at theTransfer Office(or some other place specified by the directors) he has certain rights at any General Meeting provided that suchShare Warrantis deposited at least 48 hours in advance of such meeting. For as long as theShare Warrant remains so deposited, the person who deposited it will have the following rights as if he were the registered holder from the time of deposit of thesharesspecified in theShare Warrantat a General Meeting:

• the right to sign a form requiring a General Meeting;

• the right to give notice of his intention to submit a resolution at a General Meeting;

• the right to attend, speak and vote, appoint aproxyandexercisethe other rights of ashareholderat a General Meeting.

159.3 AnyShare Warrantwhich is deposited in accordance with Article 159.2 must remain deposited until the end of the General Meeting at which the person who deposited theShare Warrantdesires to attend or be represented.

159.4 If a person presents aShare Warrantat theTransfer Office, theCompanyis entitled to assume that this person is the owner of theShare Warrant. TheCompanycan pay dividends or moneys relating to thesharesspecified in theShare Warrantwhich are due to this person either to such person or to an account specified by him. If theCompanydoes this, it shall have performed its obligation to pay that dividend or those moneys.

160 Bearers of Share Warrants participating in securities offers

160.1 In the case of asecurities offer, there is no need to contact anyBearer individually. Instead, all theCompanyneed do is advertise the details of thesecurities offerin a leadingUnited Kingdomnational daily newspaper (and any other newspapers the directors decide on).

160.2 If, following the publication of the advertisement referred to above, theBearer deposits theShare Warrant(or, if appropriate, the coupon attached to theShare Warrant) at theTransfer Office(or some other place mentioned in the advertisement), within the time limit set out in thesecurities offer, he shall have the same right to participate in thesecurities offeras if he were the registered holder of thesharesspecified in theShare Warrant.

160.3 For the purposes of this Article, asecurities offermeans an offer ofshares,securitiesordebenturestoshareholdersor any class ofshareholders, or a proposedissueofsharespursuant to Article 134.

161 Communications with Bearers of Share Warrants

161.1 In the case of any communication (for example, a notice of General Meeting, a circular or annual report) withshareholders, there is no need for theCompanyto contact anyBearerindividually. Instead, all theCompanyneed do is advertise the communication in a leadingUnited Kingdomnational daily newspaper (and any other newspapers the

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directors decide on), giving an address where copies of the communication may be obtained by theBearer.

161.2 TheCompanymust communicate with theBearerin a different way, if theLondon Stock Exchangerequires this.

162 Issuing shares to which the Share Warrant relates

162.1 TheBearercan ask to be registered as ashareholder(or that another person be so registered) in respect of all or any of thesharesspecified in theShare Warrant. In order to do so he must deposit at theTransfer Office(or another place specified by the directors):

• theShare Warrant; and

• a signed declaration in a form agreed by the directors which sets out the names and addresses of the persons, and the numbers ofshares, in whose name he wishes suchsharesto be registered.

162.2 TheCompanywill comply with a request made in accordance with Article 162.1 only upon the payment (or reimbursement) by theBearerof all and any stamp duties, stamp duty reserve tax, bearer instrument duty, taxes, charges, fees, interest and penalties payable in connection with theissueof theshares. TheCompanymay, however, agree that any such taxes or costs do not have to be paid by theBearer.

162.3 If theCompanycomplies with a request made in accordance with Article 162.1, the person named in the declaration will be entitled to have his name entered as amemberin theRegisterin respect of thesharesspecified in the declaration and to receive a share certificate for them.

162.4 If the declaration does not deal with all thesharesto which theShare Warrant relates, a newShare Warrantfor the remainingshareswill be issued, without charge, to the person who deposited the oldShare Warrant. The newShare Warrantwill only be issued upon the cancellation of the oldShare Warrant.

ADR DEPOSITARY

163 ADR Depositary can appoint proxies

163.1 TheADR Depositarycan appoint more than one person to be itsproxy. As long as the appointment complies with the requirements in Article 163.2, the appointment can be made in any way and on any terms which theADR Depositarythinks fit. Each person appointed in this way is called anAppointed Proxy.

163.2 The appointment must set out the number ofsharesin relation to which anAppointed Proxyis appointed. This number is called theAppointed Number. TheAppointed Numbersof allAppointed Proxiesappointed by theADR Depositary, when added together, must not be more than the number ofDepositary Shares(as calculated in Article 163.3).

163.3 TheDepositary Sharesattributable to theADR Depositaryconsist of the total of the number ofshares:

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• registered in the name of theADR Depositary;

• represented byShare Warrantswhich have been deposited by theADR Depositarywith theCompanyin accordance with Article 159; and

• represented byShare Warrantswhich are set out in a certificate from theADR Depositaryaccepted by the directors in accordance with Article 156.

164 The ADR Depositary must keep a Proxy Register

164.1 TheADR Depositarymust keep a register of the names and addresses of all theAppointed Proxies. This is called theProxy Register. TheProxy Registerwill also set out theAppointed Numberofsharesof eachAppointed Proxy.This can be shown by setting out the number ofAmerican Depositary Receiptswhich eachAppointed Proxyholds and stating that theAppointed Numberofsharescan be ascertained by multiplying the said number ofAmerican Depositary Receiptsby such number which for the time being is equal to the number ofshares which any oneAmerican Depositary Receiptrepresents.

164.2 TheADR Depositarymust let anyone whom the directors nominate inspect theProxy Registerduring usual business hours on aworking day. TheADR Depositarymust also provide, as soon as possible, any information contained in theProxy Registerif it is demanded by theCompanyor itsagents.

165 Appointed Proxies can only attend General Meetings if properly appointed

AnAppointed Proxymay only attend a General Meeting if he provides theCompanywith evidence in writing of his appointment by theADR Depositaryfor that General Meeting. This must be in a form agreed between the directors and theADR Depositary.

166 Rights of Appointed Proxies

Subject totheCompanies Actsand theseArticlesand so long as theDepositary Shares are sufficient to include anAppointed Proxy’s Appointed Number:

• at a General Meeting which anAppointed Proxyis entitled to attend, he is entitled to the same rights and has the same obligations in relation to hisAppointed Numberofsharesas if theADR Depositarywas the registered holder of suchsharesand he had been validly appointed in accordance with Articles 76, 77 and 78 by theADR Depositary as itsproxyin relation to thoseshares; and

• anAppointed Proxycan himself appoint another person to be hisproxyin relation to hisAppointed Numberofshares, as long as the appointment is made and deposited in accordance with Articles 76, 77 and 78 and, if it is, the provisions of theseArticles will apply to such an appointment as though theAppointed Proxy was the registered holder of suchsharesand the appointment was made by him in that capacity.

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167 Sending information to an Appointed Proxy

TheCompanycan send to anAppointed Proxyat his address in theProxy Registerall the same documents which are sent toshareholders.

168 The Company can pay dividends to an Appointed Proxy

TheCompanycan pay to anAppointed Proxyat his address in theProxy Registerall dividends or other moneys relating to theAppointed Proxy’s Appointed Numberofshares instead of paying this amount to theADR Depositary. If theCompanydoes this, it will not have any obligation to make this payment to theADR Depositaryas well.

169    The Proxy Register may be fixed at a certain date

169.1   In order to determine which persons are entitled asAppointed Proxiesto:

• exercisethe rights conferred by Article 166;

• receive documents sent pursuant to Article 167; and

• be paid dividends pursuant to Article 168

and theAppointed Numberofsharesin respect of which a person is to be treated as having been appointed as anAppointed Proxyfor such purpose, theADR Depositarymay determine that theAppointed Proxieswho are entitled are the persons entered in theProxy Registerat the close of business on a date (a “Record Date”) determined by theADR Depositaryin consultation with theCompany.

169.2 When aRecord Dateis determined for a particular purpose:

• theAppointed Numberofsharesin respect of anAppointed Proxywill be treated as the number appearing against his name in theProxy Registeras at the close of business on theRecord Date;

• this can be shown by setting out the number ofAmerican Depositary Receiptswhich eachAppointed Proxyholds and stating that the number ofsharescan be ascertained by multiplying the said number ofAmerican Depositary Receiptsby such number which for the time being is equal to the number ofshareswhich any oneAmerican Depositary Receiptrepresents; and

• changes to entries in theProxy Registerafter the close of business on theRecord Datewill be ignored in determining the entitlement of any person for the purpose concerned.

170 The nature of an Appointed Proxy’s interest

Except as required by theCompanies Acts, noAppointed Proxywill be recognised by theCompanyas holding any interest insharesupon any trust. Except for recognising the rights given in relation to General Meetings by appointments made byAppointed Proxies pursuant to Article 166, theCompanyis entitled to treat any person entered in theProxy Registeras anAppointed Proxyas the only person (other than theADR Depositary) who has any interest in thesharesin respect of which theAppointed Proxyhas been appointed.

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171 Validity of the appointment of Appointed Proxies

171.1 If any question arises as to whether any particular person or persons has or have been validly appointed to vote (orexerciseany other right) in respect of anyshares(for example because the total number ofsharesin respect of which appointments are recorded in theProxy Registeris more than the number ofDepositary Shares) this question will, if it arises at or in relation to a General Meeting be determined by the chairman of the General Meeting. His decision (which can include declining to recognise a particular appointment or appointments as valid) will, if made in good faith, be final and binding on all persons interested.

171.2 If a question of the type described in Article 171.1 arises in any circumstances other than at or in relation to a General Meeting, the question will be determined by the directors. Their decision (which can include declining to recognise a particular appointment or appointments as valid) will also, if made in good faith, be final and binding on all persons interested.

Rights and Restrictions Attached to the B Shares

172 Definitions

The following definitions will apply solely in Articles 172 to 189:

• B Share Continuing Dividendmeans the non-cumulative preferential dividend payable on aDividend Payment Datein relation to eachB Shareat the rate (on thenominal valuethereof) of 75 per cent. ofSterling LIBORcalculated in accordance with these Articles;

• B Share Dividend Calculation Periodmeans each 6 month period within theFuture Redemption Periodending on either 4 February or 4 August used for the calculation of theB Share Continuing Dividendon theB Shares, the first such period commencing on 5 August 2006 and ending on 4 February 2007 provided thatB Shareswhich areredeemedon theFirst Redemption Dateor converted intoDeferred Shareson 7 August 2006 will not qualify for the payment of anyB Share Continuing Dividend;

• B Sharesmeans redeemable non-cumulative preference shares of 15 pence each in the capital of theCompany;

• Business Daymeans a day (other than a Saturday, Sunday or public holiday) on which poundssterlingdeposits may be dealt in on the London inter-bank market and commercial banks are open for general business in London;

• CRESTmeans the relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which CRESTCo Limited is the Operator (as defined in such regulations);

• Deferred Sharesmeans the unlisted deferred shares of 15 pence each, the rights and restrictions attached to which are set out in Articles 182 to 188;

• Dividend Payment Datesmeans 5 February and 5 August in each year within theFuture Redemption Period(or, if not aBusiness Day, the nextBusiness Day

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(without any interest or payment in respect of the delay)) andDividend Payment Datewill be construed accordingly;

• Electionmeans an election byshareholdersin relation to theirB Sharesto (i) accept an initial redemption of theB Shares; (ii) receive an initial dividend on theB Shares; or (iii) accept a future redemption of theB Shares, either by completing, signing and returning the election form which was enclosed with the circular toshareholdersdated 13 June 2006, or by submitting an Unmatched Stock Event instruction throughCREST;

• First Redemption Datemeans 4 August 2006;

• Future Redemption Datemeans 5 February and/or 5 August in any calendar year within theFuture Redemption Period;

• Future Redemption Formmeans the form, printed on the reverse of eachB Share certificate, by means of whichshareholdersholding theirB Sharesin certificated form may elect to have theirB Sharesredeemedon aFuture Redemption Date;

• Future Redemption Periodmeans the period beginning on 5 August 2006 and ending on 4 August 2008;

• Sterling LIBORmeans the rate for 6–month deposits in pounds sterling for a period of designated maturity which appears on the Reuters screen ISDA page (or such other page or service as may replace it for the purpose of displaying London inter-bank offered rates of leading banks for poundssterlingdeposits as determined by theCompany) as at 11.00 a.m. on the firstBusiness Dayof eachB Share Dividend Calculation Period;

• US Shareholdersmeansshareholders(beneficial or otherwise) who have an address in the United States on theCompany’sregister of members or who are physically located in the United States.

173 Income

173.1 If theCompanyhas profits which are available for distribution and theDirectors resolve that these should be distributed, the holders of theB Shareswill be entitled, before the payment of dividends or other distributions to the holders ofOrdinary Sharesbut after the payment of the preferential dividend on theFixed Rate Shares, to be paid theB Share Continuing Dividend. TheB Share Continuing Dividendwill be paid at the rate (on thenominal valueof theB Shareswhich is paid up or treated as paid up) of 75 per cent. ofSterling LIBOR, in arrears half yearly on theDividend Payment Dates. The firstDividend Payment Date will be 5 February 2007 which will cover the period from 5 August 2006 to 4 February 2007.B Shareswhich areredeemedon theFirst Redemption Dateor which are converted intoDeferred Shareswill not qualify for the payment of anyB Share Continuing Dividend.

173.2 Payments ofB Share Continuing Dividendswill be made to holders ofB Shares whose names appear on the relevant register of members of theCompany, if the relevantDividend Payment Dateis 5 February at the close of business on 21 January in the same calendar year and if the relevantDividend Payment Dateis 5 August at the close of business on 21 July in the same calendar year. The aggregate entitlement on aDividend

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s

Payment Dateof each holder ofB Sharesin respect of theB Share Continuing Dividendon allB Sharesheld by him will be rounded down to the nearest whole penny.

173.3 TheB Shareswill not confer any other right to share in theCompany’sprofits.

174 Capital

174.1 If theCompanyis wound up (but in no other circumstances involving a repayment of capital or distribution ofassetstoshareholderswhether by reduction of capital,redeemingor buying back shares or otherwise), the holders ofB Shareswill be entitled, before any payment to the holders ofOrdinary Sharesbut after any payment to the holders ofFixed Rate Shares, to repayment of the amount paid up or treated as paid up on thenominal valueof eachB Share, together with any outstanding entitlement to theB Share Continuing Dividendup to theDividend Payment Dateimmediately before the winding-up. The aggregate entitlement of each holder ofB Shareson a winding-up in respect of all of theB Sharesheld by him will be rounded down to the nearest whole penny.

174.2 The holders ofB Shareswill not have any other right to share in theCompany’s surplusassets. If there is a winding-up to which Article 174.1 applies and there is not enough to pay the amounts due on theB Shares, the holders of theB Shareswill share what is available in proportion to the amounts to which they would otherwise be entitled.

175 Redemption

TheCompanymay (in accordance with theCompanies Actsand the provisions of theseArticles)redeemtheB Sharesin accordance with the following provisions:

175.1 Unlessredeemedearlier, on 5 August 2008.

175.2 Holders ofB Shareswho have made anElectionby 3.00 p.m. on 3 August 2006 (or any later date theDirectorsmay decide) to have some or all of theirB Sharesredeemedwill be able to have that number ofB Sharesredeemedon theFirst Redemption Date.

175.3 After theFirst Redemption Date, holders ofB Shareswill be able to elect to have any outstandingB Sharesredeemedon aFuture Redemption Date(or, if not aBusiness Day, the nextBusiness Day(without any interest or payment in respect of the delay)) by returning aFuture Redemption Formor submitting an Unmatched Stock Event instruction, as applicable. If aFuture Redemption Formor an Unmatched Stock Event instruction is returned for settlement for all or part of theirB Sharesthenin issueby:

• 5.00 p.m. on 21 January (or any later date theDirectorsmay decide) in the calendar years 2007 and/or 2008, the relevantB Shareswill beredeemedon 5 February (or, if not aBusiness Day, the nextBusiness Day(without any interest or payment for the delay)) in such calendar year; and

• 5.00 p.m. on 21 July (or any later date theDirectorsmay decide) in the calendar years 2007 and/or 2008, the relevantB Shareswill beredeemedon 5 August (or, if not aBusiness Day, the nextBusiness Day(without any interest or payment for the delay)) in such calendar year.

175.4 Each holder of aB Sharethat isredeemed(excludingB Sharesthat areredeemed on theFirst Redemption Date), will be paid a sum equal to thenominal valueof thatB Share, plus theB Share Continuing Dividendfor the relevantB Share Dividend Calculation

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Period. Each holder of aB Sharethat isredeemedon theFirst Redemption Datewill be paid a sum equal to thenominal valueof thatB Sharebut noB Share Continuing Dividendwill be payable on suchB Share. The total entitlement of a holder ofB Sharesto thenominal valueof theB Sharesbeingredeemed, plus anyB Share Continuing Dividendpayable on thoseB Shares, will be rounded down to the nearest whole penny.

175.5 On or after the redemption of anyB Shares(in accordance with theseArticles), theDirectorsmay (in accordance with theCompanies Acts)consolidateand/or subdivide and/or convert and/or reclassify the authorisedB Sharecapital of theCompany(including any unissued authorisedB Sharecapital) (i) into shares of another class (provided the authorised share capital of theCompanynow or at that time includes shares of that class) and/or (ii) into unclassified shares.

175.6 US Shareholdersand holders ofAmerican Depositary Receiptsare not eligible to participate in any redemption of theB Shares. Any purportedElectionstoredeemB SharesbyUS Shareholdersor holders ofAmerican Depositary Receiptswill be treated as invalid and disregarded.

176 Initial B Share Dividend

176.1 The holders ofB Shareswill be entitled to a dividend of 15 pence perB Share (theInitial B Share Dividend) provided their names are entered on the register of members of theCompanyon issue of theB Sharesand they have notified theCompany’sregistrar by validly making anElectionon or before 3.00 p.m. on 3 August 2006 (or any later date theDirectors may decide) indicating that they wish to receive theInitial B Share Dividend. EachB Share, in respect of which theInitial B Share Dividendis payable, will at 9.00 a.m. on 7 August 2006 (or any other date theDirectorsmay decide) be converted into aDeferred Shareof 15 pence nominal value. The rights and restrictions attaching to theDeferred Sharesare set out in Articles 182 to 188.

176.2 US Shareholdersand holders ofAmerican Depositary Receiptswill automatically receive theInitial B Share Dividendwithout making anElection.

177 Voting at General Meetings

177.1 The holders ofB Shareswill only receive notice of general meetings of theCompanyand will only be able to attend, speak and vote at such general meetings if a resolution is to be proposed at the general meeting towind uptheCompany, in which case the holders ofB Shareswill receive notice of the general meeting and will have the right to attend, speak and vote on that resolution only.

177.2 If the holders of theB Sharesare entitled to vote at a general meeting of theCompany, each holder present in person or byproxy(or, being acompany, by representative) will have one vote on ashow of hands, and on apollevery holder who is present in person or byproxy(or, being acompany, by acompany representative) will have one vote for each fully paidB Share.

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178       Purchase of Shares

TheCompanywill not require the sanction or the consent of the holders ofB Sharesfor the purchase or redemption of shares of any class in theCompany(including, without limitation,Fixed Rate Shares,Ordinary Sharesand/orB Shares).

179 Class Rights

179.1 TheCompanymay from time to time issue new shares which have rights or restrictions attaching to them. The rights of the new shares can take priority over the rights of theB Shares. The issue of any such new shares will be in accordance with the rights attaching to theB Sharesand will not involve a variation of those rights or require the consent of holders of theB Shares.

179.2 TheCompanymay reduce the share capital paid up or treated as paid up on theB Sharesin any way (in accordance with theCompanies Acts). Any such reduction will be in accordance with the rights attaching to theB Sharesand will not involve a variation of those rights. TheCompanycan reduce its capital (in accordance with theCompanies Acts) at any time without the consent of the holders of theB Sharesincluding by paying to the holders ofB Sharesthe preferential amounts they are entitled to as set out in Article 174.

180 Form

The holders ofB Sharescannot renounce theirB Shares. Any transfer ofB Sharesmust be effected in writing and either in the usual or standard form or in any other form approved by theDirectors. Every transfer of uncertificatedB Sharesmust be carried out using arelevant system(e.g.CREST). For the avoidance of doubt B Shares will beredeemed in accordance with Article 175.

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

181.1 Articles 172 to 181 shall remain in force until there are no longer anyB Shares in existence whether by way of conversion intoDeferred Sharesor redemption and cancellation or until 31 December 2008, whichever is earlier, notwithstanding any provision in theseArticlesto the contrary. Thereafter Articles 172 to 181 shall be and shall be deemed to be of no effect (save to the extent that the provisions of 172 to 181 are referred to in other Articles) and shall be deleted and replaced with the wording “Articles 172 to 181 have been deleted”, and the separate register for the holders ofB Sharesshall no longer be required to be maintained by theCompany; but the validity of anything done under Articles 172 to 181 before that date shall not otherwise be affected and any actions taken under Articles 172 to 181 before that date shall be conclusive and shall not be open to challenge on any grounds whatsoever.

Rights and Restrictions Attached to the Deferred Shares

182 Income

TheDeferred Shareswill confer no right to share in theCompany’sprofits.

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183    Capital

183.1 If theCompanyis wound up (but in no other circumstances involving a repayment of capital or distribution ofassetstoshareholderswhether by reduction of capital,redeemingor buying back shares or otherwise), the holders ofDeferred Shareswill be entitled to the amount paid up or treated as paid up on thenominal valueof eachDeferred Shareafter:

• first, paying to the holders ofFixed Rate Sharesthe amount paid up or treated as paid up on thenominal valueof eachFixed Rate Share, together with any dividend,arrearsof dividend or proportion of any dividend to which they are entitled under theseArticles;

• secondly, paying to the holders ofB Sharesthe amount paid up or treated as paid up on thenominal valueof eachB Sharetogether with any outstanding entitlement to theB Share Continuing Dividendup to theDividend Payment Dateimmediately before the winding-up; and

• thirdly, paying to the holders ofOrdinary Sharesthe amount paid up or treated as paid up on thenominal valueof eachOrdinary Sharetogether with the sum of £1,000 on eachOrdinary Share.

183.2 The holders ofDeferred Shareshave no further right to share in theCompany’s surplusassets.

184    Redemption

184.1 TheCompanymay, at any time (in accordance with theCompanies Actsand the provisions of theseArticles) without prior notice,redeemallDeferred Sharesfor a total price of not more than one penny for allDeferred Sharesredeemed.

185    Attendance and voting at general meetings

The holders of theDeferred Shareswill not receive notice of any general meeting of theCompanyor be able to attend, speak or vote at any general meeting.

186    Form

TheDeferred Shareswill not be listed on any stock exchange and no share certificates will be issued for theDeferred Shares. TheDeferred Shareswill not be transferable except in accordance with Article 188 or with the consent in writing of theDirectors.

187    Class rights

187.1 TheCompanymay from time to time issue new shares which have rights or restrictions attaching to them. The rights of the new shares can take priority over the rights of theDeferred Shares. The issue of any such new shares will be in accordance with the rights attaching to theDeferred Sharesand will not involve a variation of those rights or require the consent of the holders of theDeferred Shares.

187.2 TheCompanymay reduce the share capital paid up or treated as paid up on theDeferred Sharesin any way (in accordance with theCompanies Acts). Any such reduction will be in accordance with the rights attaching to theDeferred Sharesand will not involve a

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variation of those rights. TheCompanycan reduce its capital (in accordance with theCompanies Acts) at any time without the consent of the holders of theDeferred Shares.

188 Transfer and purchase

TheCompanycan at any time (in accordance with theCompanies Acts) without the consent of the holders of theDeferred Shares:

• appoint any person to sign (on behalf of the holders of theDeferred Shares) a transfer of all or any part of their holding to theCompanyor any other person theDirectorsdecide (whether or not an officer of theCompany), for a total price of not more than one penny for allDeferred Sharestransferred; and

• cancel all theDeferred Sharespurchased by theCompany(in accordance with theCompanies Acts).

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

Articles 182 to 189 shall remain in force until there are no longer anyDeferred Shares in existence or until 31 December 2008, whichever is earlier, notwithstanding any provision in theseArticlesto the contrary. Thereafter Articles 182 to 189 shall be and shall be deemed to be of no effect (save to the extent that the provisions of Articles 182 to 189 are referred to in otherArticles) and shall be deleted and replaced with the wording “Articles 182 to 189 have been deleted”, and the separate register for the holders ofDeferred Shares shall no longer be required to be maintained by theCompany; but the validity of anything done under Articles 182 to 189 before that date shall not otherwise be affected and any actions taken under Articles 182 to 189 before that date shall be conclusive and shall not be open to challenge on any grounds whatsoever.

Approved Depositaries

190 Appointments

190.1 Subject totheseArticlesand the relevantActorActs, anApproved Depositary can appoint as itsproxyor proxies in relation to anyOrdinary Shareswhich it holds, anyone it thinks fit and can decide how and on what terms to appoint them. Each appointment must state the number ofOrdinary Sharesit relates to and the total number ofOrdinary Sharesin respect of which appointments exist at any time must not be more than the total number ofDepositary Shareswhich are registered in the name of theApproved Depositaryor its nominee at that time.

190.2 TheApproved Depositarymust keep a register (theNominated Proxy Register) of each person it has appointed as aNominated Proxyunder Article 190.1 and theAppointed Number. The directors will decide what information about eachNominated Proxyis to be recorded in theNominated Proxy Register. Any person authorised by theCompanymay inspect theNominated Proxy Registerduring usual business hours and theApproved Depositarywill give such person any information which he requests as to the contents of theNominated Proxy Register.

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191 Rights of Nominated Proxies

191.1 ANominated Proxymay only attend aGeneral Meetingif he provides theCompany with evidence in writing of his appointment as such. This must be in a form agreed between the directors and theApproved Depositary.

191.2 Subject totheseArticlesand the relevantActorActs, and so long as theApproved Depositaryor a nominee of theApproved Depositaryholds at least hisAppointed NumberofOrdinary Shares, aNominated Proxyis entitled to attend aGeneral Meetingwhich holders ofOrdinary Sharesare entitled to attend, and he is entitled to the same rights, andsubject tothe same obligations, in relation to hisAppointed NumberofDepositary Sharesas if he had been validly appointed in accordance with Articles 76 to 80 by the registered holder of these shares as itsproxyin relation to those shares.

191.3 ANominated Proxymay appoint another person as hisproxyfor hisAppointed NumberofDepositary Shares, as long as the appointment is made and deposited in accordance with Articles 76 to 82, and theseArticlesapply to that appointment and to the person so appointed as though thoseDepositary Shareswere registered in the name of theNominated Proxy and the appointment was made by him in that capacity. The directors may require such evidence as they think appropriate to decide that such appointment is effective.

191.4 For the purposes of determining who is entitled as aNominated Proxyto exercise the rights conferred by Articles 191.2 and 191.3 and the number ofDepositary Sharesin respect of which a person is to be treated as having been appointed as aNominated Proxyfor these purposes, theApproved Depositarycan decide that theNominated Proxieswho are so entitled are the people entered in theNominated Proxy Registerat a time and on a date (aRecord Time) agreed between theApproved Depositaryand theCompany.

191.5 When aRecord Timeis decided for a particular purpose:-

• aNominated Proxyis to be treated as having been appointed for that purpose for the number of shares appearing against his name in theNominated Proxy Registeras at theRecord Time; and

• changes to entries in theNominated Proxy Registerafter theRecord Timewill be ignored for this purpose.

191.6 Except for recognising the rights given in relation toGeneral Meetingsby appointments made byNominated Proxiespursuant to Article 191.3, theCompanyis entitled to treat any person entered in theNominated Proxy Registeras aNominated Proxyas the only person (other than theApproved Depositary) who has any interest in theDepositary Sharesin respect of which theNominated Proxyhas been appointed.

191.7 At aGeneral MeetingtheChairmanhas the final decision as to whether any person has the right to vote orexerciseany other right relating to anyDepositary Shares. In any other situation, theDirectorshave the final decision as to whether any person has the right toexerciseany right relating to anyDepositary Shares.

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Glossary

About the glossary

This glossary is to help readers understand theCompany’sArticles of Association. Words are explained as they are used in theArticles- they might mean different things in other documents. The glossary is not legally part of theArticles, and it does not affect their meaning. The definitions are intended to be a general guide — they are not precise.

abrogateIf thespecial rightsof ashareareabrogated, they are cancelled or withdrawn.

accrueIf interest isaccruing, it is running or mounting up, day by day.

adjournedIn relation to ashareholders’ meeting, means that the meeting has come to an end for the time being, to be continued at a later time or day, at the same or a different place andadjournedandadjournshall be construed accordingly.

agentA person who has been appointed to act for another person.

allotWhen newsharesareallotted, they are set aside for the person they are intended for. This will normally be after the person has agreed to pay for a newshare, or has become entitled to a newsharefor any other reason. As soon as ashareisallotted, that person gets the right to have his name put on the register ofshareholders. When he has been registered, thesharehas also beenissued.

allotteeA person to whom ashareisallotted(seerenunciation).

assetAny property of any description which is of any value to its owner.

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

automatically entitled to a share by lawIn some situations, a person will be entitled to haveshareswhich are registered in somebody else’s name registered in his own name. Or he can require thesharesto be transferred to another person. When ashareholderdies, or the sole survivor of jointshareholdersdies, hispersonal representativeshave this right. If ashareholderis made bankrupt, histrusteein bankruptcy has the right.

beneficial interestA person on whose behalf or for whose benefit atrusteeholdsshareshas abeneficial interestin thoseshares.

brokerageCommission which is paid to a broker by acompanyissuingshares, where the broker’s clients have applied forshares.

callAcallto pay money which is due onshareswhich has not yet been paid. This happens if theCompanyissuesshareswhich arepartly paid, where money remains to be paid to theCompanyfor theshares. The money which has not been paid can be “called” for. If all the money to be paid on asharehas been paid, theshareis called afully paidshare.

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

capital redemption reserveAreserveof funds which acompanymay have to set up to ensure that theCompany’scapital base remains the same whensharesareredeemedor bought back. It is equivalent to the amount by which theCompany’sissued share capital is reduced by theredemption or purchase.

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

chargeSeelien and charge.

company representativeIf acompanyownsshares, it can appoint acompany representativeto attend ashareholders’ meetingto speak and vote for it.

consolidateWhensharesareconsolidated, they are combined with othershares. For example, every three £1sharesmight beconsolidatedinto one new £3share.

cumulative dividendsIf a dividend which is cumulative cannot be paid in one year because thecompanydoes not have enough profits to cover the payment, theshareholderhas the right to receive the dividend in a future year, when thecompanyhas enough profits to pay the dividend. Compare this with anon-cumulative dividend.

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

declareGenerally, when a final dividend isdeclared, it becomes due to be paid.

dividend arrearsAnydividend arrears. This includes any dividends onshareswithcumulative rights which could not be paid, but which have been carried forward.

dividend warrantAdividend warrantis similar to a cheque for a dividend.

documents of titleThe documents which show that a person owns something (for example, a share certificate).

ex-dividendWhen asharegoes “ex-dividend”, a person who buys it will not be entitled to the dividend which has beendeclaredshortly before he bought it. When asharehas gone “ex-dividend”, the seller is entitled to this dividend, even though it will be paid after he has sold hisshare.

executedA document isexecutedwhen it is signed, authenticated or sealed or made valid in some other way.

exerciseWhen a power isexercised, it is put to use.

extraordinary resolutionA decision reached by a majority of at least 75 per cent. of votes cast. TheCompanies Actsrequiresextraordinary resolutionsto be passed in certain situations.

forfeitWhen ashareisforfeitedit is taken away from theshareholderand becomes the property of theCompanywhich can do with it as it likes. This process is called “forfeiture”. This can happen if acallon apartly-paidshareis not paid on time.

fully-paid sharesWhen all of the money which is due to theCompanyfor asharehas been paid, ashareis called afully paidshare.

good titleIf a person hasgood titleto ashare, he owns it outright.

holding CompanyAcompanywhich controls anothercompany(for example by owning a majority of itsshares) is called theholding companyof that othercompany. The othercompanyis thesubsidiaryof theholding company.

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indemnityIf a person gives another person anindemnity, he promises to make good any losses or damage which the other might suffer. The person who gives theindemnityis said to “indemnify” the other person.

in issueSeeissue.

instrumentsFormal legal documents.

issueWhen a share has beenissued, everything has been done to make theshareholderthe owner of theshare. In particular, theshareholder’sname has been put on theRegisterofshareholders. Existingshareswhich have beenissuedare “in issue”.

liabilitiesDebts and other obligations.

liable jointly and severallyWhere more than one person isliable jointly and severallyit means that any one of them may be sued, or they can all be sued together.

lien and chargeWhere theCompanyhas alien and chargeovershares, it can take the dividends, and any other payments relating to theshareswhich it has achargeover, or it can sell theshares, to repay the debt and so on.

membersmeansshareholders.

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

nominal valueThenominal valueof theshare. Thenominal valueof the US$0.10Ordinary Sharesis US$0.10. This value is shown on the share certificate for ashare, if there is one. When theCompanyissuesnewsharesthis can be for a price which is at apremiumto thenominal value. Whensharesare bought and sold on the stock market this can be for more, or less, than thenominal value. Thenominal valueis sometimes also called the “par value”.

non-cumulative dividendsIf a dividend which isnon-cumulativecannot be paid in one year because theCompanydoes not have enough profits available to cover the payment, theshareholderdoes not have the right to receive the dividend in a future year. This is the opposite to acumulative dividend.

objects of a CompanyThe business activities that theCompanyis authorised to carry on. TheCompany’sobjectsare set out in Clause 4 of itsMemorandum.

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

ordinary resolutionA decision reached by a simple majority of votes — that is by more than 50 per cent. of the votes cast.

par valueSeenominal value.

partly paid sharesIf any money remains to be paid on ashare, it is said to bepartly paid. The unpaid money can be “called” for.

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

pollApollvote is usually a card vote but to the extent permitted by theCompanies Actsmay be an electronic vote. On apollvote, the number of votes which ashareholderhas will depend on

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the number ofshareswhich he owns. AnOrdinary Shareholderhas one vote for eachsharehe owns. Apollvote is different to ashow of handsvote, where each person who is entitled to vote has just one vote, however manyshareshe owns.

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

pre-emption rightsThe right of someshareholderswhich is given by theCompanies Actsto be offered a proportion of certain classes of newlyissuedsharesand othersecuritiesbefore they are offered to anyone else. This offer must be made on terms which are at least as favourable as the terms offered to anyone else.

premiumIf theCompanyissuesa newsharefor more than itsnominal value(for example because the market value is more than thenominal value), the amount above thenominal valueis thepremium.

proxyAproxyis a person who is appointed by ashareholderto attend ashareholders’ meetingand vote for thatshareholder. Aproxyis appointed by using aproxy form. Aproxydoes not have to be ashareholder. At ashareholders’ meetingaproxycan vote on apolland, if theArticlespermit, he can also vote on ashow of handsand speak.

proxy formA form which ashareholderuses to appoint aproxyto attend ashareholders’ meeting and vote for him. Theproxy formmust be delivered to theCompanybefore the meeting to which it relates.

quorumThe minimum number ofshareholdersor directors who must be present before a meeting can start. When this number is reached, the meeting is said to be “quorate”.

rank & rankingWhen either capital or income is distributed toshareholders, it is paid out according to therank(orranking) of theshares. For example, asharewhichranksbefore (or ahead of) anothersharein sharing in theCompany’sincome is entitled to have its dividends paid first, before any dividends are paid onshareswhichrankbehind (or after) it. If there is not enough income to pay dividends on allshares, the available income must be used first to pay dividends onshareswhichrankahead, and then toshareswhichrankbehind. The same applies for repayments of capital. Capital must be paid first toshareswhichrankahead in sharing in theCompany’scapital, and then toshareswhichrankbehind. TheCompany’s Fixed Rate Sharesrankahead of itsOrdinary Shares. Where certainsharesrankequally with othershares, both types ofshareshave the same rights as each other.

recognised clearing houseA “clearing house” which has been authorised to carry on business by the UK authorities. A clearing house is a central computer system for settling transactions between members of the clearing house.

recognised investment exchangeAn “investment exchange” which has been officially recognised by the UK authorities. An investment exchange is a place where investments, such asshares, are traded. TheLondon Stock Exchangeis arecognised investment exchange.

redeem and redemptionWhen ashareisredeemed, it is effectively bought back by theCompanyin return for a sum of money (the “redemption price”) which was fixed before thesharewasissued. This process is calledredemption. Asharewhich can beredeemedis called a “redeemable”share.

relevant systemThis is a term used in theCREST Regulationsfor a computer-based system which allowsshareswithout share certificates to be transferred without using transfer forms. The CREST system for paperless share dealing is a “relevant system”.

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renunciationWhere asharehas beenallotted, but no one has been entered on the share register as the holder of theshare, it can berenouncedby theallotteeto another person. This transfers the right to be registered as the holder of the share to another person. This process is calledrenunciation.

requisition a meetingA formal process whichshareholderscan use to call ashareholders’ meeting. Generally speaking theshareholderswho want to call a meeting must hold at least 10 per cent of theissuedshares.

reserve fund or reservesA fund which has been set aside in the accounts of acompany. Profits which are not paid out toshareholdersas dividends, or used up in some other way, are held in areserve fundby thecompany. Thecapital redemption reserveandsharepremium accountare alsoreserve funds.

revokeTo withdraw, or cancel.

rights issueA way by whichcompaniesraise extra share capital. Usually the existingshareholders will be offered the chance to buy a certain number of newshares, depending on how many they already have. For example,shareholdersmay be offered the chance to buy one newsharefor every four they already have.

securitiesAllshares, bonds and other investmentinstrumentsissued by acompanywhich entitle the holder to asharein the profits orassetsof thatcompany, to receive a cash payment from acompanyor to subscribe for such asecurity.

securities sealA seal used to stamp theCompany’ssecuritiesas evidence that theCompanyhasissuedthem. TheCompany’sSecurities Sealis like theCompany’s Common Sealbut with the addition of the word “securities”.

share premium accountIf a newshareisissuedby theCompanyfor more than itsnominal value (generally because the market value is more than thenominal value) then the amount above thenominal valueis thepremium, and the total of thesepremiumsis held in areserve fund(which cannot be used to pay dividends) called theshare premium account.

show of handsAshareholderraises his hand to vote at ashareholders’ meeting(unless there is apoll). Each person who is entitled to vote has just one vote, however manyshareshe holds.

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

special resolutionA decision reached by a majority of at least 75 per cent of votes cast.Shareholdersmust be given at least 21 days’ notice of anyspecial resolution.

special rightsThese are therightsof a particular class ofshares, as distinct fromrightswhich apply to allsharesgenerally. Typical examples ofspecial rightsare where thesharesrank, their rights to sharing in income andassetsand voting rights.

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

stockWhensharesare converted intostockthe holder’s interest in theCompanyis expressed by reference to a sum of money divided into transferable units. For example, the interest of a

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shareholderwith one hundred £1sharesmight be converted into £100 worth ofstocktransferable in units of £1 each.

subdividing sharesWhensharesare subdivided they are split intoshareswhich have a smallernominal value. For example, a £1sharemight be subdivided into two 50pshares.

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

subordinateWhere a right or interest is subordinated to something else, itranksbehind it.

subscribe for sharesTo agree to take newsharesin acompany(usually for a cash payment).

subscribers to sharesThe people who first acquire theshares.

subsidiaryAcompanywhich is controlled by anothercompany(for example because the otherCompany owns a majority of itsshares) is called asubsidiaryof thatcompany.

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

• has a majority of the votes in thecompanyeither alone, or acting with others;

• is ashareholderwho can appoint or remove a majority of the directors; or

• canexercisedominant influence over thecompanybecause of anything in theCompany’s MemorandumorArticles, or because of a certain kind of contract.

trusteesPeople who hold property of any kind for the benefit of one or more other people under a kind of arrangement which the law treats as a “trust”. The people whose property is held by thetrusteesare called the beneficiary.

underwriteA person who agrees to buy newsharesif they are not bought by other peopleunderwritesthe share offer.

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

warrantSee the definition ofdividend warrant.

wider-range investmentsThe law restricts the investments which sometrusteescan invest in. Where this restriction applies, thetrusteescan invest up to three quarters of their funds inwider-range investments. These are, generally speaking,shareswhich are quoted on theLondon Stock Exchange, and which are earning dividends.

wind upThe formal process to put an end to acompany. When acompanyiswound upitsassetsare distributed. Theassetsgo first to creditors, and then toshareholders.Shareswhichrankfirst in sharing in theCompany’sassetswill receive any funds which are left over before anyshareswhichrankafter (or behind) them.

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