Vodafone Group Public Limited (VOD) 20-F 2011 FY Annual report (foreign)

Exhibit 1.1

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
Shareholders’ Liabilities	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
Shares
Fractions of shares	8	9
The power to reduce capital	9	10
The special rights of new shares	10	10
The directors’ power to deal with shares	11	10
Power to pay commission and brokerage	12	12
No trusts or similar interests recognised	13	12
Shares in Uncertificated Form
Holding shares in uncertificated form and effect of the CREST Regulations	14	12
Share Certificates
Certificates	15	14
Replacement share certificates	16	15
Calls on Shares
The directors can make calls on shares	17	15
The liability for calls	18	16
Interest and expenses on unpaid calls	19	16
Sums which are payable when a share is allotted are treated as a call	20	16
Calls can be for different amounts	21	16
Paying calls early	22	16
Forfeiting Shares
Notice following non-payment of a call	23	17
Contents of the notice	24	17
Forfeiture if the notice is not complied with	25	17
Forfeiture will include unpaid dividends	26	17

- i -

	Article No.	Page No.
Surrender	27	17
Dealing with forfeited shares	28	18
Cancelling forfeiture	29	18
The position of shareholders after forfeiture	30	18
Liens on Partly-Paid Shares
The Company’s lien on shares	31	18
Enforcing the lien by selling the shares	32	19
Using the proceeds of the sale	33	19
Evidence of forfeiture or enforcement of lien	34	19
Changing Shares Rights
Changing the special rights of shares	35	20
More about the special rights of shares	36	20
Transferring Shares
Share transfers	37	21
More about transfers of shares in certificated form	38	21
The Company can refuse to register certain transfers	39	21
Overseas branch registers	40	22
Persons Automatically Entitled to Shares by Law
When a shareholder dies	41	22
Registering personal representatives	42	22
A person who wants to be registered must give notice	43	22
Having another person registered	44	23
The rights of people automatically entitled to shares by law	45	23
Prior notices binding	46	23
Shareholders Who Cannot Be Traced
Shareholders who cannot be traced	47	23
General Meetings
The Annual General Meeting	48	24
Calling a General Meeting	49	25
Notice of General Meetings	50	25
Proceedings at General Meetings
The chairman of a General Meeting	51	25
Security, and other arrangements at General Meetings	52	26
Overflow meeting rooms	53	27
The quorum needed for General Meetings	54	27
The procedure if there is no quorum	55	27
Adjourning meetings	56	27
Amending resolutions	57	28
Satellite meeting places	58	28

- ii -

	Article No.	Page No.
Voting Procedures
How votes are taken	59	29
How a poll is taken	60	30
Where there cannot be a poll	61	30
A General Meeting continues after a poll is demanded	62	30
Timing of a poll	63	30
The effect of a declaration by the chairman	64	31
Voting Rights
The votes of shareholders	65	31
Shareholders who owe money to the Company	66	31
Suspension of rights on non-disclosure of interest	67	32
The votes of joint holders	68	34
Proxies
Appointment of proxies	69	34
Completing proxy forms	70	34
Delivering proxy forms	71	35
Cancellation of proxy’s authority	72	36
Authority of proxies	73	37
Representatives of companies	74	37
Challenging votes	75	37
Directors
The number of directors	76	37
Qualification to be a director	77	37
Directors’ fees and expenses	78	38
Special pay	79	38
Directors’ expenses	80	38
Directors’ pensions and other benefits	81	39
Appointing directors to various posts	82	39
Changing Directors
Retiring directors	83	39
Eligibility for re-election	84	40
Re-electing a director who is retiring	85	40
The power to fill vacancies and appoint extra directors	86	40
Removing and appointing directors by an ordinary resolution	87	40
When directors are disqualified	88	40
Director ceasing to be a member of a committee	89	41
Directors’ Meetings
Directors’ meetings	90	41
Who can call directors’ meetings	91	41
How directors’ meetings are called	92	42

- iii -

	Article No.	Page No.
Quorum	93	42
The Chairman of directors’ meetings	94	42
Voting at directors’ meetings	95	42
Directors can act even if there are vacancies	96	42
Directors’ meetings by video conference and telephone	97	43
Directors’ written resolutions	98	43
The validity of directors’ actions	99	44
Directors’ Interests
Authorisation of directors’ interests	100	44
Directors may have interests	101	45
Restrictions on quorum and voting	102	46
Confidential information	103	47
Directors’ interests — general	104	48
Directors’ Committees
Delegating powers to committees	105	48
Committee procedure	106	49
Directors’ Powers
The directors’ management powers	107	49
Provision for employees on cessation or transfer of business	108	49
The power to establish local boards	109	49
The power to appoint attorneys	110	50
Bank mandates	111	50
Name	112	51
Borrowing powers	113	51
Borrowing restrictions	114	51
Alternate Directors
Alternate directors	115	52
The Secretary
The Secretary and deputy and assistant secretaries	116	53
The Seal
The Seal	117	54
Authenticating Documents
Establishing that documents are genuine	118	55
Dividends
Final dividends	119	55
Fixed and interim dividends	120	55
Dividends not in cash	121	56
Calculation and currency of dividends	122	56

- iv -

	Article No.	Page No.
Deducting amounts owing from dividends and other money	123	56
Payments to shareholders	124	57
Record dates for payments and other matters	125	58
No interest on dividends	126	58
Retention of dividends	127	58
Dividends which are not claimed	128	58
Waiver of dividends	129	59
Capitalising Reserves
Capitalising reserves	130	59
Scrip Dividends
Ordinary Shareholders can be offered the right to receive extra shares instead of cash dividends	131	60
Accounts
Accounting and other records	132	62
Location and inspection of records	133	62
Communications with Shareholders
Serving and delivering notices and other documents	134	62
Notices to joint holders	135	63
Notices for shareholders with foreign addresses	136	63
When notices are served	137	63
Serving notices and documents on shareholders who have died or are bankrupt	138	64
If documents are accidentally not sent or the postal services are suspended	139	65
When entitlement to notices stops	140	65
Signature or authentication of documents sent electronically	141	65
Minutes
Minutes	142	66
Winding Up
Directors’ power to petition	143	66
Destroying Documents
Destroying documents	144	66
Directors’ Liabilities
Indemnity	145	67
Insurance and defence funding	146	68
Share Warrants
Issue of Share Warrants	147	69

- v -

	Article No.	Page No.
Directors can accept a certificate instead of a Share Warrant	148	70
Requesting a Share Warrant	149	70
Replacing Share Warrants	150	70
Rights of the Bearer	151	71
Bearers of Share Warrants participating in securities offers	152	71
Communications with Bearers of Share Warrants	153	72
Issuing shares to which the Share Warrant relates	154	72
ADR Depositary
ADR Depositary can appoint proxies	155	73
The ADR Depositary must keep a Proxy Register	156	73
Appointed Proxies can only attend General Meetings if properly appointed	157	73
Rights of Appointed Proxies	158	73
Sending information to an Appointed Proxy	159	74
The Company can pay dividends to an Appointed Proxy	160	74
The Proxy Register may be fixed at a certain date	161	74
The nature of an Appointed Proxy’s interest	162	75
Validity of the appointment of Appointed Proxies	163	75
Approved Depositaries
Appointments	164	75
Rights of Nominated Proxies	165	76
Glossary		77

- vi -

Company Number: 1833679

The Companies Acts

Company Limited by Shares

ARTICLES OF ASSOCIATION

Adopted on 27 July 2010 pursuant to a Special Resolution passed on 27 July 2010.

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 articles or 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 theArticles, 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	Any act of Parliament, enactment or statutory legislation.
Adjusted Total of Capital and Reserves	This is defined in Article 114.2.
ADR Depositary	A custodian or other person or persons approved by the directors who:
	holds shares in the Company under arrangements where either the custodian or some other person issuesAmerican Depositary Receipts which evidence American Depositary Shares representing shares in the Company; and/or
	is appointed by or on behalf of the Company to hold ShareWarrants.

- 1 -

Words and Phrases	Meaning
alternate director	This is defined in Article 115.1.
American Depositary Receipts	These representAmerican Depositary Shareseither physically or in the form of Direct Registration Receipts.
American Depositary Shares	These representsharesin theCompanyand are evidenced by American Depositary Receipts.
Appointed Number	The number ofDepositary Sharesto which each appointment as a Nominated Proxy relates.
Appointed Proxy	This is defined in Article 155.1.
Approved Depositary	Someone appointed:
	to hold thesharesin theCompanyor any rights or interests in any of the shares in the Company; 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. The arrangements for the Approved Depositary to do the things described above must be approved by the directors. Thetrusteesof any scheme or arrangements for or principally for the benefit of employees of theGroupwill also be treated as anApproved Depositaryunless the directors decide otherwise. References in theArticlesto an Approved Depositary or to shares held by it refer only to an Approved Depositary and to shares held by it in its capacity as an Approved Depositary.
approved transfer	This is defined in Article 67.11, for the purposes of Article 67.
Articles	TheCompany’sArticles of Association, including any changes made to them.
Associated Company	This is defined in Article 145.4, for the purposes of Article 145.
Bearer	This is defined in Article 147.1.
Borrowings	This is defined in Article 114.2, for the purposes of Article 114.
certificated form	This is defined in Article 2.18.
class meeting	This is defined in Article 35.1.
Common Seal	Any seal which theCompanymay have under theCompanies Actsand which theCompanymay use to execute documents.

- 2 -

Words and Phrases	Meaning
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 tocompaniesand affecting theCompany(including any orders, regulations or othersubordinatedlegislation made under them) in force from time to time.
Company Communications Provisions	The meaning of company communications provisions is given in the Companies Acts.
company	Includes any company, corporate body and any corporation established anywhere in the world.
company representative	This is defined in Article 74.
the Company	Vodafone Group Public Limited Company.
CREST Regulations	The Uncertificated Securities Regulations 2001.
default shares	This is defined in Article 67.1, for the purposes of Article 67.
Depositary Shares	The total number of Ordinary Shares which are registered in the name of the Approved Depositary or its nominee at that time.
Direct Registration Receipt	An American Depositary Receipt in uncertificated 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 67.3 for the purposes of Article 67.
elected shares	This is defined in Article 131.10.
electronic form	This is defined in Article 2.21.
electronic means	This is defined in Article 2.21.
Fixed Rate Shares	The 7 per cent cumulative fixed rate shares of £1 each in the Company.
General Meeting	Any general meeting of theCompany,including any general meeting held as theCompany’s Annual General Meeting.
Group	This is defined in Article 114.2, for the purposes of Article 114.
London Stock Exchange	London Stock Exchange plc.

- 3 -

Words and Phrases	Meaning
Nominated Proxy	Each person the Approved Depositary has appointed as a proxy under Article 164.1.
Nominated Proxy Register	This is defined in Article 164.2, for the purposes of Articles 164 and 165.
operator	Euroclear UK & Ireland Limited or any other operator of arelevant system under the CREST Regulations.
Ordinary Shareholder	A holder of the Company’s Ordinary Shares.
Ordinary Shares	Ordinary shares of US$0.113/7 each in the Company.
paid-up share or other security	Includes ashareor othersecuritywhich is treated or credited as paid-up.
pay	Includes any kind of reward or payment for services.
principal meeting place	This is defined in Article 58.2.
Procedural Resolution	A resolution or question put to the vote of aGeneral 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 aGeneral Meetingor a resolution on the choice of chairman of a General Meeting).
proxy form	This includes any document,electronic formor website based form which appoints a proxy.
Proxy Register	This is defined in Article 156.1.
recognised clearing house	A clearing house granted recognition under the Financial Services and Markets Act 2000.
recognised investment exchange	An investment exchange granted recognition under the Financial Services and Markets Act 2000.
Record Date	This is defined in Article 161.1, for the purposes of Article 161.
Record Time	This is defined in Article 165.4, for the purposes of Article 165.
Register	The Company’s register of members.
Registered Office	The Company’s registered office or in the case of sending or supplying any document or information byelectronic meansor 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 101.5, for the purposes of Article 101.

- 4 -

Words and Phrases	Meaning
relevant system	Arelevant systemunder theCREST Regulationswhoseoperatorallowssharesor othersecuritiesof theCompany to be transferred using that system.
relevant value	This is defined in Article 131.5, for the purposes of Article 131.
rights of any share	The rights attached to asharewhen it isissued,or afterwards.
satellite chairman	This is defined in Article 58.7.
satellite meeting	This is defined in Article 58.2.
Secretary	Any person appointed by the directors to do work as the company secretary including where the context allows any assistant or deputy secretary.
securities offer	This is defined in Article 152.3, for the purposes of Article 152.
Securities Seal	A seal used to stamp theCompany’ssecuritiesas evidence that theCompanyhasissuedthem. TheCompany’s Securities Sealis a facsimile of theCompany’s Common Sealbut with the addition of the word “securities”.
Share Warrant	A share warrant to bearer issued by the Company.
shareholder	A holder of the Company’s shares.
shareholders’ meeting	A meeting ofshareholdersincluding both aGeneral Meeting of the Company and a class meeting.
shares	Shares which are in issue at the relevant time.
sterling	The currency of the United Kingdom.
subsidiary	A subsidiary as defined in Section 1159 of the Companies Act 2006.
subsidiary undertaking	A subsidiary undertaking as defined in Section 1162 of theCompanies Act 2006.
Substantive Resolution	Any resolution or question put to the vote of aGeneral Meeting which is not a Procedural Resolution.
takeover offer	A takeover offer as defined in Section 974 of theCompanies Act 2006.
terms of a share	The terms on which a share was issued.

- 5 -

Words and Phrases	Meaning
Transfer Office	The place where theRegisteris kept or in the case of sending or supplying any document or information byelectronic means or by means of a website in accordance with the Companies Acts and these Articles, the address stated for the purpose of receiving such document or information byelectronic meansor by means of a website.
UK Listing Authority	The Financial Services Authority in its capacity as the competent authority for official listing under Part VI of the Financial Services and Markets Act 2000.
uncertificated form	This is defined in Article 2.19.
United Kingdom	Great Britain and Northern Ireland.
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 other persons.
2.6	The words “including” and “include” and words of similar effect shall not be deemed to limit the general effect of the words which precede them.
2.7	References to a person or people includecompanies,unincorporated associationsand so on.
2.8	References toofficersinclude directors, managers and theSecretary, but not theCompany’sauditors.
2.9	References to the directors are to the board of directors unless the way in which directors is used does not allow this meaning.
2.10	Any headings in theseArticlesare only included for convenience. They do not affect the meaning of theArticles. References to anArticleare to a numbered paragraph of theseArticles.
2.11	When anActor theArticlesare referred to, the version which is current at any particular time will apply.
2.12	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.

- 6 -

2.13	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 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.
2.14	Where theArticlessay that anything can be done by passing anordinary resolution, this can also be done by passing aspecial resolution.
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 written 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 viaelectronic meansor 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.
2.24	References to a person being present at aGeneral Meetinginclude a person present bycompany representative.

SHAREHOLDERS’ LIABILITIES

3 Eachshareholder’sliability (as ashareholder) is limited to the amount (if any) that is unpaid on thesharesthat he or she holds.

- 7 -

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-up or 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,redeemingor buying backsharesor otherwise), the holders of theFixed Rate Shareswill be entitled, before the holders of any other class ofsharesto:

• repayment of the amountpaid-upor 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;

• anydividend arrearson 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.

- 8 -

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 ofGeneral Meetings, or to attend, speak and vote atGeneral Meetings, as set out below.

• If a resolution is to be proposed at theGeneral Meetingtowind uptheCompany, they are entitled to receive notice of theGeneral Meetingand can attend, but are not entitled to speak or vote.

• If a resolution is to be proposed at theGeneral Meetingwhich would vary orabrogatetherightsattached to theFixed Rate Shares, they are entitled to receive notice of theGeneral Meetingand are entitled to attend, speak and vote but only in respect of such resolution or any motion toadjourntheGeneral Meetingbefore such resolution is voted on.

6.2	If the holders of theFixed Rate Sharesare entitled to vote at aGeneral Meeting, each holder of aFixed Rate Sharepresent in person or byproxyhas one vote on ashow of handsand on apollevery holder of aFixed Rate Sharewho is present in person or byproxyshall 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 capitalpaid-upon theFixed Rate Sharesbut not for the repayment of theFixed Rate Sharesatpar value.
	Accordingly, this can only take place if:

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

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

in accordance with Article 35.

SHARES

8

Fractions of shares

8.1

If anysharesareconsolidatedor divided, the directors have the power to deal with any fractions ofshareswhich result or any other difficulty that arises.Subject toArticle 8.3, 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

- 9 -

	money he paid is used. Nor will his ownership of thesharesbe affected if the sale was irregular or invalid in any way.
8.2	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.
8.3	Where anyshareholder’sentitlement to a portion of the proceeds of sale amounts to less than £3, thatshareholder’sportion may at the directors’ discretion be distributed to an organisation which is a charity for the purposes of the laws of England and Wales.
9	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.
10	The special rights of new shares
10.1	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 existingsharescanrank equally. Theserightsand restrictions can apply to sharing in theCompany’sprofits orassets. Otherrightsand restrictions can also apply, for example to the right to vote.
10.2	The powers conferred by Article 10.1 aresubject tothe provisions of Article 10.5.
10.3	Therightsand restrictions referred to in Article 10.1 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.
10.4	Therightsof any newsharescan includerightsfor the holder and/or theCompany to have themredeemed. The directors may determine theterms, conditions and manner ofredemption of any such shares.
10.5	The ability to attach particularrightsand restrictions to newsharesmay be restricted byspecial rightspreviously given to holders of any existingshares.
11	The directors’ power to deal with shares
11.1	Subject to the provisions of theCompanies Acts, theseArticlesand any resolution of theCompany, the directors may allot shares in theCompanyand grant rights to subscribe for shares, or to convert any security into shares, to such persons, at such times and on such

- 10 -

	terms, including as to the ability of such persons to assign their rights to be issued such shares, as they think proper.
11.2	The directors shall be generally and unconditionally authorised pursuant to and in accordance with Section 551 of theCompanies Act 2006to exercise for eachAllotment Periodall the powers of theCompanyto (i) allot shares; (ii) grant rights to subscribe for shares; and (iii) convert any security into shares, but only up to an aggregate nominal amount equal to theSection 551 Amount. By such authority the directors may, during theAllotment Period, make offers or agreements which would or might require shares to be allotted, or rights to be granted, after the expiry of such period.
11.3	During eachAllotment Periodthe directors shall be empowered to allotequity securitieswholly for cash pursuant to and within the terms of the authority in Article 11.2 and to selltreasury shareswholly for cash:

• in connection with apre-emptive offer; and

• otherwise than in connection with apre-emptive offer, up to an aggregate nominal amount equal to theSection 561 Amount,

	as if Section 561(1) of theCompanies Act 2006did not apply to any such allotment or sale. Under such power the directors may, during theAllotment Period, make offers or agreements which would or might requireequity securitiesto be allotted after the expiry of such period.
11.4	For the purposes of this Article:

• “Allotment Period” means (i) the period from the date of adoption of these Articles until 30 September 2011 or, if sooner, the end of the next AnnualGeneral Meeting, or (ii) any period specified as such by theRelevant Ordinary Resolution;

• “Section 551 Amount” means US$1 for the firstAllotment Periodand for any otherAllotment Periodmeans the amount specified as such by theRelevant Ordinary Resolution;

• “equity securities”, “ordinary shares” and references to the allotment of equity securities shall have the same meanings as in Section 560 of theCompanies Act 2006;

• “Section 561 Amount” means US$1 for the firstAllotment Periodand for any otherAllotment Periodmeans the amount specified as such in theRelevant Special Resolution;

• “pre-emptive offer” means an offer ofequity securitiesopen for acceptance for a period fixed by the directors to (a) holders (other than theCompany) on the register on a record date fixed by the directors ofordinary sharesin proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

• “Relevant Ordinary Resolution” means, at any time, the most recently passed resolution varying, renewing or further renewing the authority conferred by Article 11.2;

- 11 -

• “Relevant Special Resolution” means, at any time, the most recently passed special resolution renewing or further renewing the authority conferred by Article 11.3;

• in the case of rights to subscribe for shares, or to convert anysecuritiesinto shares, of theCompany, thenominal valueof suchsecuritiesshall be taken to be thenominal value of the shares which may be allotted pursuant to such rights.

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

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

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

12.2	The rate per cent or amount of the commission paid, or agreed to be paid, must be disclosed as required by 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). The commission can be paid in cash or by theallotmentoffully-paidshares, or any combination of the two, or in any other way allowed by theCompanies Acts.
13	No trusts or similar interests recognised
13.1	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.
13.2	The only exception to what is said inArticle13.1 is for any right:

• which is expressly given by theseArticles; or

• which theCompanyhas a legal duty to recognise.

SHARES IN UNCERTIFICATED FORM

14	Holding shares in uncertificated form and effect of the CREST Regulations
14.1	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.

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

• holding ofsharesof that class inuncertificated form;

- 12 -

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

• CREST Regulations.

14.3 The directors can also lay down regulations which:

• govern theissue, holding and transfer, and where appropriate, the mechanics of conversion andredemption, of thesesharesandsecurities;

• govern the conversion of certificated shares into uncertificated shares and the conversion of uncertificated shares into certificated shares;

• govern the mechanics for payments involving arelevant system; and

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

These regulations will, if they say so, apply instead of the other provisions in theArticles relating to certificates, and the transfer, conversion andredemptionofsharesand othersecurities, and any other provisions which are not consistent with theCREST Regulations. If the directors do make any regulations under this Article 14.3, Article 14.2 will still apply to theArticles, read with those regulations.

14.4

TheCompanymay by notice to the holder of asharerequire that ashare:

• if it is inuncertificated form, be converted intocertificated form; and

• if it is incertificated form, be converted intouncertificated form,

	to enable it to be dealt with in accordance with theArticles.
14.5	If:

• theArticlesgive the directors power to take action, or require other persons to take action, in order to sell, transfer or otherwise dispose ofshares; and

• sharesinuncertificated formaresubject tothat power, but the power is expressed intermswhich assume the use of a certificate or other written instrument,

	the directors may take such action as is necessary or expedient to achieve the same results when exercising that power in relation tosharesinuncertificated form.
14.6	The directors may take such action as they consider appropriate to achieve the sale, transfer, disposal,forfeiture, re-allotmentor surrender of ashareinuncertificated form or otherwise to enforce alienin respect of it. This may include converting suchsharetocertificated form.
14.7	Unless the directors resolve otherwise,shareswhich ashareholderholds inuncertificated formmust be treated as separate holdings from anyshareswhich thatshareholder holds incertificated form.
14.8	A class ofsharesmust not be treated as two classes simply because somesharesof that class are held incertificated formand others are held inuncertificated form.

- 13 -

SHARE CERTIFICATES

15	Certificates
15.1	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.
15.2	TheCompanymust also observe any requirements of theCREST Regulationswhen issuing share certificates. Where theCompanies Actsallow, theCompanydoes not need to issue share certificates.
15.3	If ashareholderreceives moresharesincertificated formof any class he is entitled, without charge, to another certificate for the additionalshares.
15.4	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.
15.5	TheCompanydoes not have to issue more than one certificate for anyshareincertificated form, even if thatshareis held jointly.
15.6	When theCompanydelivers a certificate to one joint holder ofsharesincertificated form, this is treated as delivery to all of the jointshareholders.
15.7	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.
15.8	The directors can decide how share certificates are made effective. For example, they can be:

• signed by two directors or one director and theSecretary;

• signed by one director in the presence of a witness who attests to the signature;

• 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,electronicallyor in any other way the directors approve so long as it complies with theCompanies Acts.

15.9	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.
15.10	If all theissuedsharesof theCompany, or a particular class ofshares, arefully-paidandrankequally 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 remainsfully-paidandranksequally for all purposes with all thesharesof the same class which areissuedandfully-paid.
15.11	The time limit for theCompanyto prepare a share certificate forsharesincertificated formis:

- 14 -

• two months after theallotmentof a newshare;

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

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

• where a request relating toShare Warrantshas been made in accordance with Article 154.1, as set out in Article 154.3.

15.12	Article 15.11 only applies to the extent that thetermsofissueofsharesdo not provide otherwise.
15.13	Share certificates will also be prepared and sent earlier where either theLondon Stock Exchangeor theUK Listing Authorityrequires it.
16	Replacement share certificates
16.1	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 and the directors can require theshareholderto pay theCompany’sreasonable administrative expenses for doing so.
16.2	Ashareholdercan ask theCompanyto cancel and replace a single share certificate with two or more certificates, for the same total number ofshares. TheCompanymust comply with this request and the directors can require theshareholderto pay theCompany’sreasonable administrative expenses for doing so.
16.3	Ashareholdercan ask theCompanyfor a new certificate if the original is:

• damaged or defaced; or

• lost, stolen, or destroyed.

16.4	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 othertermsas they think fit.
16.5	The directors can require theshareholderto pay theCompany’sexceptional out-of-pocket expenses for issuing any share certificates under Article 16.3.
16.6	Any one jointshareholdercan request replacement certificates under this Article 16.

CALLS ON SHARES

17	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 any

- 15 -

premiumwhich may be payable. If thetermsofissueof 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

• wholly or partlyrevokeor postpone anycall.

	Acallis treated as having been made as soon as the directors pass a resolution authorising it.
18	The liability for calls
18.1	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 moneycalledfor in respect of theirshares.
18.2	Ashareholderdue to pay the amountcalledshall still have to pay thecalleven if, after thecallwas made, he transfers thesharesto which thecallrelated.
19	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.
20	Sums which are payable when a share is allotted are treated as a call
	If thetermsof asharerequire 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.
21	Calls can be for different amounts
	On anissueofshares, if thetermsof suchsharesallow, the directors can decide thatallotteesor the subsequent holders of suchsharescan becalledon to pay different amounts, or that they can becalledon at different times.
22	Paying calls early
22.1	The directors can accept payment in advance of some or all of the money due from ashareholderbefore he iscalledon to pay the money. Any payment accepted in advance of

- 16 -

	ashareholderbeingcalledon shall, to the extent of such payment, extinguish theliability upon thesharesin respect of which it is made. TheCompanycan 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.
22.2	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.

FORFEITING SHARES

23	Notice following non-payment of a call
	Articles 23 to 34 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.
24	Contents of the notice
	A notice served under Article 23 must:

• demand payment of the amount immediately payable, plus any interest and expenses incurred by theCompanyby reason of such non-payment;

• 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.

25	Forfeiture if the notice is not complied with
	If a notice served under Article 23 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.
26	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.
27	Surrender
	The directors may accept a surrender of anyshareliable to beforfeitedpursuant to Article 25.

- 17 -

28	Dealing with forfeited shares
28.1	The directors can sell, dispose of orre-allotanyforfeitedor surrenderedshare on anytermsand in any way that they decide. TheCompanymay keep the consideration received from doing this. The directors can, if necessary, authorise any person to transfer aforfeitedor surrenderedshareto any other person and may cause such other person to be registered as the holder of theshare.
28.2	The newshareholder’sownership of thesharewill not be affected if the steps taken toforfeitor surrender theshare, 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.
29	Cancelling forfeiture
29.1	After asharehas beenforfeitedor surrendered, the directors can cancel theforfeitureor surrender. But they can only do this before thesharehas been sold,re-allottedor disposed of. This can be on anytermsthat they decide.
29.2	If asharehas not been sold or disposed of after three years from the date offorfeiture, the directors must cancel theshare.
30	The position of shareholders after forfeiture
30.1	Ashareholderloses all rights in connection withforfeitedor surrenderedshares and ceases to be ashareholderin respect of thoseshares. If thesharesare incertificated form, he must surrender any certificate for thosesharesto theCompanyfor 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.
30.2	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 28, 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

31

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

- 18 -

	agreed, the registration of a transfer of anyshareover which theCompanyhas alienshall operate as a waiver of thatlien.
32	Enforcing the lien by selling the shares
32.1	If the directors want to enforce thelienreferred to in Article 31, 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 specify thesharesconcerned and say how much is due. It must also demand that this money is paid, and say that theshareholder’s sharescan be sold by theCompanyif the money is not paid;

• 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.32.2The 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.

33	Using the proceeds of the sale
	If the directors sell anysharesunder Article 32, 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: theCompanyhas 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 theCompany for cancellation.
34	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 surrendered or 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. Such declaration shall constitute agood title to thesharesubject tocompliance with any other transfer formalities required by law.

- 19 -

CHANGING SHARE RIGHTS

35	Changing the special rights of shares
35.1	If theCompany’sshare capital is split into different classes ofshare, and if theCompanies Actsallow this and unless theArticlesorrightsattached to any class ofsharesay otherwise, thespecial rightswhich are attached to any of these classes ofsharecan be varied orabrogatedif this is approved by aspecial resolutionin accordance with Articles 35 and 36. 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, excluding anysharesheld astreasury shares, (bynominal value) can give their consent in writing.
35.2	Thespecial rightsof a class ofsharescan be varied orabrogatedwhile theCompanyis a going concern, or while theCompanyis beingwound up, or ifwinding upis being considered.
35.3	All theArticlesrelating toGeneral 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.

• If aclass meetingisadjournedfor any reason including a lack ofquorum, theadjournedmeeting may be held less than 10 clear days after the originalclass meeting notwithstanding Article 55.1.

35.4	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.
36	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 thoseshares or 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.

- 20 -

TRANSFERRING SHARES

37	Share transfers
37.1	Unless theArticlesprovide otherwise, anyshareholdercan transfer some or all of hissharesto another person.
37.2	Every transfer ofsharesincertificated formmust be in writing, and either in the usual standard form, or in any other form approved by the directors.
37.3	Transfers ofuncertificated sharesare to be carried out using arelevant system and must comply with theCREST Regulations.
38	More about transfers of shares in certificated form
38.1	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:

• 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.

38.2	If thesharebeing transferred is afully-paid-upshare, a share transfer form must be signed by the person making the transfer. If the transfer is being made by acompany, the share transfer form does not need to be under thatcompany’sseal.
38.3	If thesharebeing transferred is not afully-paid-upshare a 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.
38.4	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.
38.5	No fee is payable to theCompanyfor transferringsharesor registering changes relating to the ownership ofshares.
38.6	If asharetransfer is registered, or if the directors have any grounds for suspecting fraud, theCompanycan keep thesharetransfer form. Otherwise, if the directors refuse to register a transfer, thesharetransfer form will be returned, when notice of refusal is given, to the person lodging it.
39	The Company can refuse to register certain transfers
39.1	The directors can refuse to register a transfer of anyshares:

• in certificated form, if the relevant conditions in Article 38 are not satisfied; or

- 21 -

• where theBoardis obliged or entitled to refuse to do so as a result of any failure to comply with a notice under Section 793 of theCompanies Act 2006(see Article 67.1).

39.2	If the directors decide not to register a transfer of ashareincertificated form, they must notify in writing the person to whom suchsharewas to be transferred and the person intending to transfer suchshare, of the decision not to register the transfer. Such notice shall give reasons for the decision to refuse registration. This must be done no later than two months after theCompanyreceives the transfer. The directors do not have to give any reasons for refusing to register a transfer of anysharesinuncertificated form.
40	Overseas branch registers
	If theCompanytransacts business in a country or territory referred to in Section 129 of theCompanies Act 2006, it may arrange for a branch register of theshareholdersresident in that country or territory to be kept there.

PERSONS AUTOMATICALLY ENTITLED TO SHARES BY LAW

41	When a shareholder dies
41.1	When a soleshareholderdies (or ashareholderwho is the last survivor of jointshareholdersdies), his legalpersonal representativeswill be the only people whom theCompany will recognise as being entitled to hisshares.
41.2	If ashareholderwho is a jointshareholderdies, the remaining jointshareholder orshareholders will be the only people who theCompanywill recognise as being entitled to hisshares.
41.3	This Article does not discharge the estate of any sole or jointshareholderfrom anyliability.
42	Registering personal representatives
	A person who becomesautomatically entitled to ashareby lawcan either be registered as theshareholderor 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.
43	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 this notice, or authenticate it in accordance with Article 141, 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.

- 22 -

44	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.
45	The rights of people automatically entitled to shares by law
45.1	A person who isautomatically entitled to ashareby lawis entitled to any dividends or other money relating to theshare, upon supplying to theCompanysuch evidence as the directors may reasonably require to show his title 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. The directors can also withhold the dividend if the person who was previously entitled to thesharecould have had their dividend withheld.
45.2	Unless and until he is registered as ashareholderthe personautomatically entitled to ashareby lawis not entitled:

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

• (subject toArticle 45.1) to any of the other rights and benefits of being ashareholder,

	unless the directors decide to allow this.
45.3	A person entitled to asharewho has elected for thatshareto be transferred to some other person pursuant to Article 44 shall cease to be entitled to anyrightsor advantages in relation to suchshareupon that other person being registered as the holder of thatshare.
46	Prior notices binding
	If a notice is given to ashareholderin respect of ashare, a person entitled to thatshareis bound by the notice if it was given to theshareholderbefore the name of the person entitled was entered into the Register.

SHAREHOLDERS WHO CANNOT BE TRACED

47	Shareholders who cannot be traced
47.1	TheCompanycan sell anysharesat the best price reasonably obtainable if:

- 23 -

• during the 12 years before the earliest of the advertisements referred to below, 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.

47.2	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.
47.3	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.
47.4	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. However, the money cannot be invested in theCompany’s shares, or in thesharesof anyholding companyof theCompany.
47.5	In the case ofuncertificated shares, this Article issubject toany restrictions which apply under theCREST Regulations.

GENERAL MEETINGS

48

The Annual General Meeting

Except as provided in theCompanies Acts, theCompanymust hold an AnnualGeneral Meeting once in each period of six months beginning with the day following theCompany’saccounting reference date, in addition to any otherGeneral Meetings which are held in the year. The notice calling the AnnualGeneral Meetingmust say that the meeting is the AnnualGeneral Meeting. The AnnualGeneral Meetingmust be held in accordance with theCompanies Acts. The directors must decide when and where to hold the AnnualGeneral Meeting.

- 24 -

49	Calling a General Meeting
	The directors can decide to call aGeneral Meetingat any time in accordance with theCompanies Acts.General Meetings must also be called promptly in response to arequisitionbyshareholders under theCompanies Acts. If aGeneral Meetingis not called in response to such a request byshareholders, it can be called by theshareholderswho requested theGeneral Meetingin accordance with theCompanies Acts. AnyGeneral Meetingrequisitionedin this way byshareholdersshall be called in the same manner as nearly as possible to that in whichGeneral Meetings are called by the directors. The directors must decide when and where to hold aGeneral Meeting.
50	Notice of General Meetings
50.1	Notices ofGeneral Meetingsshall include all information required to be included by theCompanies Acts.
50.2	Notices ofGeneral 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’sauditors. The day when the notice is served (see Article 137), or is treated as served, and the day of theGeneral 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.
50.3	For the purposes of determining which persons are entitled to attend a meeting, theCompanymay specify in the notice of the meeting a time by which a person must be entered on theRegisterin order to have the right to attend the meeting. For the purposes of determining which persons are entitled to vote at a meeting, and how many votes such persons may cast, theCompanymust specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on theRegisterin order to have the right to vote at the meeting. The directors may at their discretion resolve that, in calculating such period, no account shall be taken of any part of any day that is not aworking day(within the meaning of Section 1173 of theCompanies Act 2006).

PROCEEDINGS AT GENERAL MEETINGS

51	The chairman of a General Meeting
51.1	The Chairman of the directors will be the chairman at everyGeneral Meeting, if he is present and willing to take the chair.
51.2	If theCompanydoes not have a Chairman, or if the Chairman is not present and willing to chair theGeneral Meeting, a Deputy Chairman will chair the meeting if he is present and willing to take the chair.

- 25 -

51.3	Where there is more than one Deputy Chairman at aGeneral Meetingand 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.
51.4	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 theGeneral 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.
51.5	If there is no director present and willing to be chairman, then ashareholdermay be elected to be the chairman by a resolution of theCompanypassed at theGeneral Meeting. Aproxy, who is not also a director orshareholder, cannot be appointed as the chairman.
51.6	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.
52	Security, and other arrangements at General Meetings
52.1	The directors can put in place any arrangements or restrictions they think necessary to ensure the safety and security of people attending aGeneral Meetingand the orderly conduct of theGeneral Meeting, including requiring those attending to submit to searches.
52.2	Either the chairman of aGeneral Meeting, or theSecretary, can take any action he considers necessary (includingadjourningtheGeneral Meeting) for:

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

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

• any other reason to make sure that the business of theGeneral Meetingcan be properly carried out.

	Where the chairman of aGeneral Meetingor theSecretarydecides toadjournaGeneral Meeting in this way, he canadjourntheGeneral Meetingto a time, date and place he decides (or indefinitely). He does not need the agreement of those present at theGeneral Meetingto do this.
52.3	The directors may refuse entry to, or remove from, aGeneral Meetinganyshareholder,proxyor other person who fails to comply with such arrangements or restrictions.
52.4	If anyone has gained entry to aGeneral Meetingand refuses to comply with any security arrangements or restrictions, or disrupts the proper and orderly conduct of theGeneral Meeting, the chairman can at any time, without the consent of theGeneral Meeting, order this person to leave or be removed from theGeneral Meeting.
52.5	The chairman of aGeneral Meetingcan invite any person to attend and speak at theGeneral Meetingwho they consider has the knowledge or experience of the business of theCompanyto assist in the deliberations of the meeting.

- 26 -

52.6	The chairman’s decision on points of order, matters of procedure or matters arising incidentally out of the business of aGeneral Meetingwill be final, as will his decision, acting in good faith, on whether a point or matter is of this nature.
53	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 aGeneral Meetingin an overflow room or rooms. Any overflow room must have a live video and two way sound link with the main room for theGeneral 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 theGeneral Meetingdoes 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, theGeneral Meetingwill be treated as being held, and taking place, in the main room.
54	The quorum needed for General Meetings
	Before aGeneral Meetingstarts to conduct business, there must be aquorumpresent. If there is not, the meeting cannot carry out any business other than appointing a chairman. 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 representativesandproxies.
55	The procedure if there is no quorum
55.1	This Article 55 applies if aquorumis not present either within 30 minutes of the time fixed for aGeneral Meetingto start or within any longer period (being no longer than an hour from the time fixed for theGeneral Meetingto start) on which the chairman may decide and if during the meeting aquorumceases to be present. If theGeneral Meetingwas called byshareholders it is cancelled. Any otherGeneral Meetingisadjournedto another day, time and place stated in the notice ofGeneral Meetingor (if not so specified) as the directors may decide, provided that theadjournedmeeting shall be held not less than 10 clear days after the originalGeneral Meeting.
55.2	If aquorumis not present within 15 minutes of the time fixed for the start of theadjournedmeeting, theadjournedGeneral Meetingshall be cancelled.
56	Adjourning meetings
56.1	Subject toArticle 52, the chairman of aGeneral Meetingcanadjourna meeting which has aquorumpresent, if this is agreed by those present at theGeneral Meeting. This can be to a time, date and place proposed by the chairman or may be an indefiniteadjournment. The chairman mustadjourntheGeneral Meetingif theGeneral Meetingdirects him to. In these circumstances theGeneral Meetingwill decide how long theadjournmentwill be, and where it willadjournto. If aGeneral Meetingisadjournedindefinitely, the directors will fix the time, date and place of theadjournedGeneral Meeting.

- 27 -

56.2	General Meetings can beadjournedmore than once. But if aGeneral Meetingisadjournedfor more than 30 days or indefinitely, at least seven days’ notice must be given of theadjournedGeneral Meetingin the same way as was required for the originalGeneral Meeting. If aGeneral Meetingisadjournedfor less than 30 days, there is no need to give notice of theadjournedGeneral Meeting, or about the business to be considered there.
56.3	AnadjournedGeneral Meetingcan only deal with business that could have been dealt with at the originalGeneral Meetingbefore it wasadjourned.
57	Amending resolutions
57.1	Aspecial resolutionto be proposed at aGeneral Meetingmay be amended byordinary resolutionprovided that no amendment may be made other than a mere clerical amendment to correct an obvious error.
57.2	Anordinary resolutionto be proposed at aGeneral Meetingmay be amended byordinary resolutionprovided that:

• notice of the proposed amendment has been:

• lodged in writing at theRegistered Office; or

• receivedelectronicallyat the address specified for receiving notices inelectronic form,

	at least two clear business days before the time appointed for holding theGeneral MeetingoradjournedGeneral Meetingat which the resolution is to be proposed;
•	such notice has been given by a person entitled to vote at theGeneral Meetingin question; and
•	the chairman of theGeneral Meetingdecides in good faith that the amendment is within the scope of the business of the meeting as described and does not impose further obligations on theCompany.

57.3	If the chairman of aGeneral 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.
58	Satellite meeting places
58.1	To assist with the organisation and administration of anyGeneral Meeting, the directors may decide that theGeneral Meetingwill be held at more than one location.
58.2	For the purposes of theseArticles, anyGeneral Meetingtaking place at two or more locations will be treated as taking place where the chairman of theGeneral Meetingis in attendance (to be known as theprincipal meeting place) and any other location where that meeting takes place is referred to in theseArticlesas asatellite meeting.
58.3	Ashareholderpresent in person or byproxyat asatellite meetingmay be counted in thequorumand canexerciseall rights that they would have been able toexerciseif they were present at theprincipal meeting place.
58.4	The directors can make and change such arrangements as they consider appropriate to:

- 28 -

• ensure that allshareholdersandproxiesforshareholderswanting to attend the meeting can do so;

• ensure that all persons attending the meeting are able to take part in the business of the meeting and to see and hear anyone else addressing the meeting;

• ensure the safety of persons attending the meeting and the orderly conduct of the meeting; and

• restrict the numbers ofshareholdersandproxiesat any one location to a number that can be safely and conveniently accommodated there.

58.5	Whether anyshareholderorproxyis entitled to attend asatellite meetingwill depend on any arrangements then in force and stated in thenoticeofGeneral MeetingoradjournedGeneral Meeting.
58.6	If the communication equipment fails or if any other arrangements fail forshareholdersto take part in the meeting at more than one place, the chairman mayadjournthe meeting under Article 56. Such anadjournmentwill not affect the validity of such meeting, or any business conducted at such meeting up to the point it isadjourned, or any action taken following such a meeting.
58.7	A person (known as asatellite chairman) may be appointed by the directors to preside at eachsatellite meeting. Everysatellite chairmanappointed:

• will carry out all requests made by the chairman of theGeneral Meeting;

• can take whatever action they think necessary to maintain the proper and orderly conduct of thesatellite meeting; and

• will have all powers necessary or desirable to carry out these duties.

VOTING PROCEDURES

59	How votes are taken
59.1	AllSubstantive Resolutionswill only be decided on apoll. AllProcedural Resolutionswill be decided by ashow of hands, unless apollis demanded before the resolution is put to the vote on ashow of handsor on the result of theshow of handsbeing declared by the chairman. Apollcan be demanded by:

• the chairman of theGeneral Meeting;

• at least fiveshareholdersat theGeneral Meeting(includingproxiesofshareholdersentitled to vote) who are entitled to vote;

• one or moreshareholdersat theGeneral Meetingwho 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 theGeneral Meeting(excluding therightsattaching tosharesheld astreasury shares); or

• one or moreshareholderswho haveshareswhich allow them to vote at theGeneral Meeting(includingproxiesofshareholdersentitled to vote), where the

- 29 -

total amount which has beenpaid-upon theirsharesis at least 10 per cent of the total sumpaid-upon allshareswhich give the right to vote at theGeneral Meeting.

59.2	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.
60	How a poll is taken
60.1	If apollis demanded or held in the way allowed by theArticles, the chairman of theGeneral Meetingcan decide where, when and how it will be carried out. The result is treated as the decision of theGeneral Meetingwhere thepollwas demanded, even if thepollis carried out after theGeneral Meeting.
60.2	The chairman can:

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

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

• decide toadjourntheGeneral Meetingto such day, time and place as he decides for the result of thepollto be declared.

60.3	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.
61	Where there cannot be a poll
	Notwithstanding any other provision in theseArticles, apollis not allowed on a vote to elect a chairman of aGeneral Meeting, nor is apollallowed on a vote toadjournaGeneral Meeting, unless the chairman of theGeneral Meetingdemands apoll.
62	A General Meeting continues after a poll is demanded
	A demand for apollon a particular matter does not stop aGeneral Meetingfrom continuing and dealing with matters other than the question on which thepollwas demanded.
63	Timing of a poll
	Apollon a resolution toadjourntheGeneral Meetingmust be taken immediately at theGeneral Meeting. Any otherpollcan either be taken immediately at theGeneral Meetingor 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 theGeneral Meetingat 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.

- 30 -

64	The effect of a declaration by the chairman
	On a vote on a resolution at aGeneral Meetingon ashow of hands, a declaration by the chairman that the resolution:

• has or has not been passed; or

• has or has not been passed with a particular majority,

is conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. An entry in respect of such a declaration in minutes of the meeting recorded in accordance with theCompanies Actsis also conclusive evidence of that fact without such proof. This Article does not have effect if apollis demanded in respect of the resolution (and the demand is not subsequently withdrawn).

VOTING RIGHTS

65	The votes of shareholders
65.1	At aGeneral Meeting:

(i)	on ashow of handseveryshareholder(who is entitled to be present and to vote) who is present in person and,subject toArticle 65.1(ii), everyproxypresent (who has been duly appointed) shall have one vote;
(ii)	on ashow of hands, aproxyhas one vote for and one vote against the resolution if theproxyhas been duly appointed by more than oneshareholderentitled to vote on the resolution, and theproxyhas been instructed:

• by one or more of thoseshareholdersto vote for the resolution and by one or more other of thoseshareholdersto vote against it; or

• by one or more of thoseshareholdersto vote either for or against the resolution and by one or more other of thoseshareholdersto use his discretion as to how to vote; and

(iii) on apoll, everyshareholder(who is entitled to be present and to vote) who is present in person or byproxy(who has been duly appointed) shall have one vote for everysharewhich he holds.

	This issubject toArticle 50.3 and anyspecial rightsor restrictions which are given to any class ofsharesby, or in accordance with, theArticles.
65.2	Aproxyshall not be entitled to vote on ashow of handsor on apollwhere theshareholderappointing theproxywould not have been entitled to vote on the resolution had he been present in person.
66	Shareholders who owe money to the Company
	Unless theArticlesprovide otherwise, the only people who are entitled to attend and/or vote atGeneral Meetings or toexerciseany other right conferred by being ashareholderin relation toGeneral Meetings, areshareholderswho have paid theCompanyallcalls, and all other sums, relating to theirshareswhich are due at the time of theGeneral

- 31 -

	Meeting. This applies both to attending theGeneral Meetingpersonally and to appointing aproxy.
67	Suspension of rights on non-disclosure of interest
67.1	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 tothe 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.

67.2 Any person who acquiressharessubject torestrictions under Article 67.1 issubject tothe same restrictions, unless:

• the transfer was anapproved transfer(see Article 67.11); or

• the transfer was by ashareholderwho was not himself in default in supplying the information required by the notice under Article 67.1 and a certificate in accordance with Article 67.3 is provided.

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

• 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 131; and/or

• subject toArticle 67.4, no transfer of any of thesharesheld by theshareholderwill be registered unless:

• either the transfer is anapproved transfer(see Article 67.11);

• 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

- 32 -

enquiry theshareholderis satisfied that none of thesharesincluded in the transfer aredefault shares.

67.4	Anydirection noticecan treatsharesof ashareholderincertificatedanduncertificated formas separate shareholdings and either apply only tosharesincertificated form or 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.
67.5	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.
67.6	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 theshareholdernotice in writing of the directors’ decision as soon as reasonably practicable.
67.7	Adirection noticealso ceases to apply to anyshareswhich are transferred by ashareholderin a transfer permitted under Article 67.3 even where adirection noticerestricts transfers.
67.8	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.
67.9	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 it in accordance with the arrangement under which it was appointed as anApproved Depositary.
67.10	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.

67.11 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 the beneficial ownership of thesharesto a person unconnected with theshareholderor with any person appearing to be interested in theshares. This includes such a sale made through arecognised investment

- 33 -

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.

67.12	Where a person who has an interest inAmerican Depositary Sharesreceives a notice under this Article 67, that person is considered for the purposes of this Article 67 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.
67.13	Where theADR Depositaryreceives a notice under this Article 67, 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 Registermaintained under Article 156) when it was appointed as theADR Depositary.
67.14	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.
68	The votes of joint holders
	Where ashareis held by jointshareholders any one jointshareholdercan vote at anyGeneral 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

69	Appointment of proxies
69.1	Anyshareholdermay appoint aproxyor (subject toArticle 69.3)proxiestoexerciseall or any of his rights to attend or speak and vote at aGeneral Meetingof theCompany. Aproxyneed not be ashareholder.
69.2	Proxiesmay also be appointed to act atGeneral Meetings in the circumstances, and in the manner, provided for in Articles 151.2, 155, 157, 158 and 161, and Articles 69 to 73 should be readsubject totheir terms.
69.3	Ashareholdermay appoint more than oneproxyin relation to aGeneral Meeting provided that eachproxyis appointed toexercisetherightsattached to a differentshareorsharesheld by him or (as the case may be) a different £10, or multiple of £10, ofstockheld by him.
70	Completing proxy forms
70.1	Aproxy form:

• must be in writing; and

- 34 -

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

70.2 Aproxy formgiven by:

• an individual must be signed by theshareholderappointing theproxy, or by anagentwho has been properly appointed in writing, or authenticated in accordance with Article 141; or

• acompanymust be sealed with thecompany’sseal or signed by an officer oragent who is authorised to act on behalf of thecompany, or authenticated in accordance with Article 141.

	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 141, by an officer oragenton behalf of acompanythat such officer oragentwas duly authorised by suchcompany without requiring any further evidence. Signatures and authentications need not be witnessed.
70.3	Theproxy formmust make provision for three-way voting on all resolutions intended to be proposed, other than resolutions which are merely procedural.
70.4	The accidental omission to send aproxy form, or make aproxy formavailable, to ashareholderentitled to it (or non receipt by him of theproxy form) will not invalidate any resolution passed or proceedings at theGeneral Meetingto which theproxy formrelates.
71	Delivering proxy forms
71.1	The appointment of aproxymust be received in the manner set out in, or by way of note to, or in any document accompanying, the notice convening the meeting (or if no address is so specified, at theTransfer Office):

• in the case of a meeting oradjournedmeeting, not less than 48 hours before the commencement of the meeting oradjournedmeeting to which it relates;

• in the case of apolltaken following the conclusion of a meeting oradjourned meeting, but not more than 48 hours after thepollwas demanded, not less than 48 hours before the commencement of the meeting oradjournedmeeting at which thepoll was demanded; and

• in the case of apolltaken more than 48 hours after it was demanded, not less than 24 hours before the time appointed for the taking of thepoll,

	and in default shall not be treated as valid.
71.2	The directors may at their discretion resolve that, in calculating the periods mentioned in Article 71.1, no account shall be taken of any part of any day that is not aworking day(within the meaning of Section 1173 of theCompanies Act 2006).
71.3	Directors can decide to acceptproxiesdelivered byelectronic meansor by means of a website,subject toany limitations, restrictions or conditions they decide to apply.
71.4	In relation to anysharesinuncertificated form, the directors can permit aproxy to be appointed byelectronic meansin the form of anuncertificated proxy instruction. They can also permit any supplement to, or amendment or withdrawal of, anyuncertificated proxy

- 35 -

	instructionby a furtheruncertificated proxy instruction. The directors can set out the method of determining when anyuncertificated proxy instructionis to be treated as received by theCompany. The directors can treat anyuncertificated proxy instructionwhich appears or claims to be sent on behalf of theshareholderas sufficient evidence that the person sending the instruction is authorised to send it on behalf of thatshareholder.
71.5	If aproxy formis signed, or authenticated in accordance with Article 141, 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 ofGeneral Meetingor on theproxy form, unless thepower of attorneyor other form of authority has already been registered with theCompany.
71.6	If this Article 71 is not complied with, theproxywill not be able to act for the person who appointed him.
71.7	Aproxy formdelivered by anApproved Depositaryexcept in respect of a person appointed in accordance with Articles 164 and 165 may be delivered to the appropriate place or address referred to in Article 71.1 byelectronic meansor in any other way the directors decide.
71.8	Where two or moreproxy formsare delivered for use by the sameshares, the one which has been delivered last will be treated as replacing and revoking the others which have been delivered.
71.9	If aproxy formwhich relates to severalGeneral Meetings has been properly delivered for oneGeneral MeetingoradjournedGeneral Meeting, it does not need to be delivered again for any laterGeneral Meetingwhich theproxy formcovers.
71.10	Unless theproxy formsays otherwise, it will be valid at anadjournedGeneral Meetingas well as for the originalGeneral Meetingto which it relates.
71.11	Ashareholdercan attend and vote at aGeneral Meetingon 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.
72	Cancellation of proxy’s authority
72.1	Neither the death or insanity of ashareholderwho has appointed aproxy, nor the revocation or termination by ashareholderof the appointment of aproxy(or of the authority under which the appointment was made), shall invalidate theproxyor theexerciseof any of the rights of theproxythereunder, unless notice of such death, insanity, revocation or termination shall have been received by theCompanyin accordance with Article 72.2.
72.2	Any such notice of death, insanity, revocation or termination must be received at the address or one of the addresses (if any) specified for receipt ofproxiesin, or by way of note to, or in any document accompanying, the notice convening the meeting to which the appointment of theproxyrelates (or if no address is so specified, at theTransfer Office):

- 36 -

• in the case of a meeting oradjournedmeeting, not less than one hour before the commencement of the meeting oradjournedmeeting to which theproxyappointment relates;

• in the case of apolltaken following the conclusion of a meeting oradjourned meeting, but not more than 48 hours after it was demanded, not less than one hour before the commencement of the meeting oradjournedmeeting at which thepollwas demanded; or

• in the case of apolltaken more than 48 hours after it was demanded, not less than one hour before the time appointed for the taking of thepoll.

73	Authority of proxies
	Aproxyshall have the right toexerciseall or any of therightsof his appointor, or (where more than oneproxyis appointed) all or any of the rights attached to thesharesin respect of which he is appointed theproxyto attend, and to speak and vote, at aGeneral Meetingof theCompany.
74	Representatives of companies
	Subject totheCompanies Acts, acompanywhich is ashareholdercan authorise any person or persons to act as its representative or representatives at anyGeneral Meetingwhich it is entitled to attend. Such person or persons are each called acompany representative. The directors of thatcompanymust pass a resolution to appoint acompany representative. If the governing body of thatcompanyis not a board of directors, the resolution can be passed by its governing body.
75	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 theGeneral Meeting(oradjournedGeneral Meeting) at which the vote is cast. If a vote is not disallowed at theGeneral Meeting, it is valid for all purposes. Any such objection must be raised with the chairman of theGeneral Meetingand will only change the decision of theGeneral Meetingon any resolution if the chairman of theGeneral Meeting decides that the vote cast may have affected the decision of theGeneral Meeting. His decision on matters referred to him under this Article is final.

DIRECTORS

76	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.
77	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.

- 37 -

78	Directors’ fees and expenses
78.1	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 79, amounts paid as expenses under Article 80 and any payments under Article 81) must not exceed:

•	£1.5 million a year; or
•	any higher sum decided on by anordinary resolutionat aGeneral Meeting.
This remuneration shallaccruefrom day to day.

78.2	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.
79	Special pay
79.1	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);

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

• serving on any committee of the directors.

79.2	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.
80	Directors’ expenses
	In addition to any fees and expenses paid under Articles 78 and 79, 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 his duties.

- 38 -

81	Directors’ pensions and other benefits
81.1	The directors maypayor provide:

• pensions;

• annual payments;

• gratuities; or

• other allowances or benefits

	to any person who is, or who was, a director who had a salary or place of profit with theCompany or with anycompanywhich is or has been asubsidiaryof theCompanyor a predecessor in business of theCompanyor any suchsubsidiary. The director 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 director 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.
81.2	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.
82	Appointing directors to various posts
82.1	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 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.
82.2	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 theCompanywhich may otherwise apply.
82.3	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

83	Retiring directors
	At each AnnualGeneral Meetingall those directors who were elected or last re-elected at or before the AnnualGeneral Meetingheld in the third calendar year before the current year shall automatically retire.

- 39 -

84	Eligibility for re-election
	A retiring director is eligible for re-election, unless the directors resolve otherwise not later than the date of the notice of such AnnualGeneral Meeting.
85	Re-electing a director who is retiring
85.1	At aGeneral Meetingat which a director retires (whether at an AnnualGeneral Meetingor otherwise), he may be re-elected (as long as the director has not told theCompanyin writing that he does not wish to be re-elected) if theshareholderspass anordinary resolutionto re-elect him.
85.2	A director retiring at aGeneral Meetingretires at the end of that meeting (oradjournedmeeting), or if earlier, when a resolution at aGeneral Meetingis passed to appoint some other person in his place. Where a retiring director is re-elected he continues as a director without a break.
86	The power to fill vacancies and appoint extra directors
86.1	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 nextGeneral Meetingafter his appointment. At thisGeneral Meetinghe can be elected by theshareholdersas a director.
86.2	At aGeneral Meetingtheshareholderscan also pass anordinary resolutionto fill acasual vacancyor to appoint an extra director.
86.3	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).
87	Removing and appointing directors by an ordinary resolution
87.1	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 notice of 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.
87.2	Subject toArticle 86, theshareholderscan pass anordinary resolutionto elect a person to replace a director who has been removed in the way described in Article 87.1. If no director is appointed under this Article, the vacancy can be filled under Article 86.
87.3	Any person appointed under Article 87.2 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.
88	When directors are disqualified
	Any director automatically ceases to be a director in any of the following circumstances if:

- 40 -

• a bankruptcy order is made against him or any analogous event occurs in relation to him under any applicable laws;

• 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 thatActor any analogous event occurs in relation to him under any applicable laws;

• 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 have passed a resolution removing him from office;

• he is prohibited from being a director by law or any power conferred on the directors orshareholdersunder theseArticlesor ceases to be a director by virtue of any provision of theCompanies Act 2006;

• 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 141, 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 141, by one or more directors.

89	Director ceasing to be a member of a committee
	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

90	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.
91	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.

- 41 -

92	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 number). Any director can waive notice of any directors’ meeting, including one which has already taken place.
93	Quorum
93.1	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.
93.2	A person who holds office only as analternate directorshall, if his appointor is not present, be counted in thequorum.
93.3	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.
94	The Chairman of directors’ meetings
94.1	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.
94.2	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.
95	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.
96	Directors can act even if there are vacancies
96.1	The remaining directors can continue to act even if one or more of them ceases to be a director. But if and so long as the number of directors falls below the minimum which applies under Article 76 (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 aGeneral Meeting.

- 42 -

96.2	If no director is willing or able to act under this Article, any twoshareholders can call aGeneral Meetingto appoint extra directors.
97	Directors’ meetings by video conference and telephone
97.1	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 or web conference or conference telephone, or similar equipment, designed to allow everybody to take part in the directors’ meeting.
97.2	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 or web 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 of the meeting is.
97.3	A directors’ meeting held in the way described in Article 97.1 will be valid as long as in one single place, or in places connected by way of video or web conference, telephone conference, or similar equipment, aquorumis present.
98	Director’s written resolutions
98.1	Any director may, and theSecretaryat the request of a director shall, propose a written resolution by giving written notice to the other directors.
98.2	A directors’ written resolution is adopted when all the directors entitled to vote on such a resolution have signed one or more copies of it, or otherwise indicated their agreement to it in writing orelectronically.
98.3	A directors’ written resolution is not adopted if the number of directors who have signed it or agreed to it in writing orelectronicallyis less than thequorumfor a directors’ meeting.
98.4	A directors’ written resolution signed or agreed to by analternate directordoes not need also to be approved by his appointor. If the directors’ written resolution is signed or agreed to by a director who has appointed analternate director, it does not need to be approved by thealternate directoracting in that capacity.
98.5	Once a directors’ written resolution has been adopted, it must be treated as if it had been a resolution passed at a directors’ meeting in accordance with theseArticles.
98.6	A directors’ written resolution will be valid at the time it is signed or agreed to by the last director.
98.7	The resolution can be:

• in the form of letter;

• inelectronic form(as long as it is in writing); or

• in any other way the directors may approve.

- 43 -

99

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.

DIRECTORS’ INTERESTS

100	Authorisation of directors’ interests
100.1	For the purposes of Section 175 of theCompanies Act 2006, the directors shall have the power to authorise any matter which would or might otherwise constitute or give rise to a breach of the duty of a director to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of theCompany.
100.2	Authorisation of a matter under Article 100.1 shall be effective only if:

• the matter in question shall have been proposed in writing for consideration at a meeting of the directors, in accordance with the board of directors’ normal procedures or in such other manner as the directors may determine;

• any requirement as to thequorumat the meeting of the directors at which the matter is considered is met without counting the director in question and any other interested director (together the “Interested Directors”); and

• the matter was agreed to without theInterested Directorsvoting or would have been agreed to if the votes of theInterested Directorshad not been counted.

100.3	Any authorisation of a matter under Article 100.1 extends to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter so authorised.
100.4	Any authorisation of a matter under Article 100.1 shall besubject tosuch conditions or limitations as the directors may determine, whether at the time such authorisation is given or subsequently, and may be terminated by the directors at any time. A director shall comply with any obligations imposed on him by the directors pursuant to any such authorisation.
100.5	Subject toany conditions or limitations imposed under Article 100.4, a director shall not, save as otherwise agreed by him, be accountable to theCompanyfor any benefit which he (or a person connected with him) derives from any matter authorised by the directors under Article 100.1 and any contract, transaction, arrangement or proposal relating thereto shall not be liable to be avoided on the grounds of any such benefit.
100.6	This Article does not apply to a conflict of interest arising in relation to a transaction or arrangement with theCompany.

- 44 -

101	Directors may have interests
101.1	Subject tocompliance with Article 101.2, a director, notwithstanding his office, may have an interest of the following kind:

• where a director (or a person connected with him) is a director or other officer of, or employed by, or otherwise interested (including by the holding of shares) in anyRelevant Company;

• where a director (or a person connected with him) is a party to, or otherwise interested in, any contract, transaction, arrangement or proposal with aRelevant Company, or in which theCompanyis otherwise interested;

• where the director (or a person connected with him) acts (or any firm of which he is a partner, employee or member acts) in a professional capacity for anyRelevant Company(other than as auditor) whether or not he or it is remunerated therefor;

• an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;

• an interest, or a transaction, arrangement or proposal giving rise to an interest, of which the director is not aware;

• any matter already authorised under Article 100.1; or

• any other interest authorised byordinary resolution.

	No authorisation under Article 100.1 shall be necessary in respect of any such interest.
101.2	Subject toSections 177 and 182 of theCompanies Act 2006the director shall declare the nature and extent of any interest permitted under Article 101.1, and not falling within Article 101.3, at a meeting of the directors, by written declaration to theCompanyor in such other manner as the directors may determine.
101.3	No declaration of an interest shall be required by a director in relation to an interest:

• falling within the fourth, fifth and sixth bullet paragraph of Article 101.1;

• if, or to the extent that, the other directors are already aware of such interest (and for this purpose the other directors are treated as being aware of anything of which they ought reasonably to be aware); or

• if, or to the extent that, it concerns the terms of his service contract (as defined in Section 227 of theCompanies Act 2006) that have been or are to be considered by a meeting of the directors, or by a committee of directors appointed for the purpose under theseArticles.

101.4	A director shall not, save as otherwise agreed by him, be accountable to theCompanyfor any benefit which he (or a person connected with him) derives from any interest referred to in Article 101.1, and no contract, transaction, arrangement or proposal shall be liable to be avoided on the grounds of any such interest.
101.5	For the purposes of this Article 101, “Relevant Company” shall mean theCompany; asubsidiary undertakingof theCompany; anyholding companyof theCompanyor asubsidiary undertakingof any suchholding company; any body corporate promoted by theCompany; or any body corporate in which theCompanyis otherwise interested.

- 45 -

102	Restrictions on quorum and voting
102.1	Save as provided in this Article 102, and whether or not the interest is one which is authorised pursuant to Article 100.1 or permitted under Article 101.1, a director shall not be entitled to vote on any resolution in respect of any contract, transaction, arrangement or proposal, in which he (or a person connected with him) is interested. Any vote of a director in respect of a matter where he is not entitled to vote shall be disregarded.
102.2	A director shall not be counted in thequorumfor a meeting of the directors in relation to any resolution on which he is not entitled to vote.
102.3	Subject tothe provisions of theCompanies Acts, a director shall (in the absence of some other interest than is set out below) be entitled to vote, and be counted in thequorum, in respect of any resolution concerning any contract, transaction, arrangement or proposal:

• in which he has an interest of which he is not aware;

• in which he has an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;

• in which he has an interest only by virtue of interests inshares,debenturesor othersecuritiesof theCompany, or by reason of any other interest in or through theCompany;

• which involves the giving of any security, guarantee orindemnityto the director or any other person in respect of (i) money lent or obligations incurred by him or by any other person at the request of or for the benefit of theCompanyor any of itssubsidiary undertakings; or (ii) a debt or other obligation of theCompanyor any of itssubsidiary undertakingsfor which he himself has assumed responsibility in whole or in part under a guarantee orindemnityor by the giving of security;

• concerning an offer ofsharesor debentures or othersecuritiesof or by theCompanyor any of itssubsidiary undertakings(i) in which offer he is or may be entitled to participate as a holder ofsecurities; or (ii) in the underwriting or sub-underwriting of which he is to participate;

• concerning any other body corporate in which he is interested, directly or indirectly and whether as an officer,shareholder, creditor, employee or otherwise, provided that he (together with persons connected with him) is not the holder of, or beneficially interested in, one per cent. or more of theissuedequity share capital of any class of such body corporate or of the voting rights available tomembersof the relevant body corporate;

• relating to an arrangement for the benefit of the employees or former employees of theCompanyor any of itssubsidiary undertakingswhich does not award him any privilege or benefit not generally awarded to the employees or former employees to whom such arrangement relates;

• concerning the purchase or maintenance by theCompanyof insurance for anyliabilityfor the benefit of directors or for the benefit of persons who include directors;

• concerning the giving of indemnities in favour of directors;

- 46 -

• concerning the funding of expenditure by any director or directors on (i) defending criminal, civil or regulatory proceedings or actions against him or them, (ii) in connection with an application to the court for relief, or (iii) defending him or them in any regulatory investigations;

• concerning the doing of anything to enable any director or directors to avoid incurring expenditure as described in the tenth bullet paragraph of this Article 102.3 immediately above; and

• in respect of which his interest, or the interest of directors generally, has been authorised byordinary resolution.

102.4	Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more directors to offices or employments with theCompany(or any body corporate in which theCompanyis interested), the proposals may be divided and considered in relation to each director separately. In such case, each of the directors concerned (if not debarred from voting under the sixth bullet paragraph of Article 102.3) shall be entitled to vote, and be counted in thequorum, in respect of each resolution except that concerning his own appointment or the fixing or variation of the terms thereof.
102.5	If a question arises at any time as to whether any interest of a director prevents him from voting, or being counted in thequorum, under this Article 102, and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to any director other than himself shall be final and conclusive, except in a case where the nature or extent of the interest of such director has not been fairly disclosed. If any such question shall arise in respect of the chairman of the meeting, the question shall be decided by resolution of the directors and the resolution shall be conclusive except in a case where the nature or extent of the interest of the chairman of the meeting (so far as it is known to him) has not been fairly disclosed to the directors.
103	Confidential information
103.1	Subject to Article 103.2, if a director, otherwise than by virtue of his position as director, receives information in respect of which he owes a duty of confidentiality to a person other than theCompany, he shall not be required to disclose such information to theCompanyor to the directors, or to any director, officer or employee of theCompany, or otherwise use or apply such confidential information for the purpose of or in connection with the performance of his duties as a director.
103.2	Where such duty of confidentiality arises out of a situation in which the director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of theCompany, Article 103.1 shall apply only if the conflict arises out of a matter which has been authorised under Article 100.1 above or falls within Article 100 above.
103.3	This Article 103 is without prejudice to any equitable principle or rule of law which may excuse or release the director from disclosing information, in circumstances where disclosure may otherwise be required under this Article 103.

- 47 -

104	Directors’ interests — general
104.1	For the purposes of Articles 100 to 103:

• where the context permits, any reference to an interest includes a duty and any reference to a conflict of interest includes a conflict of interest and duty and a conflict of duties;

• an interest of a person who is connected with a director shall be treated as an interest of the director; and

• Section 252 of theCompanies Act 2006shall determine whether a person is connected with a director.

104.2 Where a director has an interest which can reasonably be regarded as likely to give rise to a conflict of interest, the director may, and shall if so requested by the directors, take such additional steps as may be necessary or desirable for the purpose of managing such conflict of interest, including compliance with any procedures laid down from time to time by the directors for the purpose of managing conflicts of interest generally and/or any specific procedures approved by the directors for the purpose of or in connection with the situation or matter in question, including without limitation:

• absenting himself from any meeting or part of a meeting of the directors at which the relevant situation or matter falls to be considered; and

• not reviewing documents or information made available to the directors generally in relation to such situation or matter and/or arranging for such documents or information to be reviewed by a professional adviser to ascertain the extent to which it might be appropriate for him to have access to such documents or information.

104.3 TheCompanymay byordinary resolutionratify any contract, transaction, arrangement or proposal, not properly authorised by reason of a contravention of any provisions of Articles 100 to 103.

DIRECTORS’ COMMITTEES

105

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 such delegation may be either collaterally with or to the exclusion of their own powers and the directors mayrevokeor alter the terms of any such delegation. Any such person or committee shall, unless the directors otherwise resolve, have power to sub-delegate any of the powers or discretions delegated to them. 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. However:

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

- 48 -

• 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.

106	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 105.

DIRECTORS’ POWERS

107	The directors’ management powers
107.1	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 aGeneral Meeting. The general management powers under this Article are not limited in any way by specific powers given to the directors by otherArticles.
107.2	The directors are, however,subject to:

• the provisions of theCompanies Acts;

• the requirements of theseArticles; and

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

	However, if any change is made to theseArticlesor if theshareholdersapprove 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.
108	Provision for employees on cessation or transfer of business
	The directors may make provision for the benefit of persons employed or formerly employed by theCompanyor any of itssubsidiaries(other than a director, former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of theCompanyor thatsubsidiary.
109	The power to establish local boards
109.1	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.

- 49 -

109.2 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

• 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.
109.3	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.
110	The power to appoint attorneys
110.1	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.
110.2	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.
111	Bank mandates
	The directors may by resolution authorise such person or persons as they think fit to act as signatories to any bank account of theCompanyand may amend or remove such authorisation from time to time by resolution.

- 50 -

112	Name
	TheCompanymay change its name by resolution of the directors.
113	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.

114	Borrowing restrictions
114.1	The directors must:

• limit theBorrowingsof theCompanyand

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

	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 aGeneral Meeting.
114.2	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 theGroup

- 51 -

	prepared in accordance with the accounting bases and principles applied in the preparation of its latest audited consolidated balance sheet;
•	adding any amount which has been deducted at any time from theReservesof theGroupfor 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 theCompany consider 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.

114.3

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’sauditors 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.

114.4

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

115	Alternate directors
115.1	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

- 52 -

	directors, unless the proposedalternate directoris another director. A director appoints analternate directorby delivering an appointment notice signed, or authenticated in accordance with Article 141, by him (or in any other manner which has been approved by the directors) to theRegistered Office. Analternate directorneed not be ashareholder.
115.2	The appointment of analternate directorends if the director appointing him ceases to be a director, unless that director retires at aGeneral Meetingat which he is re-elected under Article 85.1. A director can also remove his alternate by delivering a notice signed, or authenticated in accordance with Article 141, by him (or doing something else which has been approved by the directors) delivered to theRegistered Office. Analternate directorcan also be removed as an alternate by a resolution of the directors.
115.3	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 directors’ written resolution is as effective as the signature or authentication of his appointor.
115.4	If the directors decide to allow this, Article 115.3 also applies in a similar fashion to any meeting of a committee of which his appointor is a member.
115.5	Analternate directorshall be an officer of theCompanyand shall alone be responsible to theCompanyfor his own actions and mistakes. Except as said in this Article 115, analternate director:

• 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.

115.6 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

116	The Secretary and deputy and assistant secretaries
116.1	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

- 53 -

also remove theSecretary, but this does not affect any claim for damages against theCompany for breach of any contract between him and theCompany.

116.2

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 theSecretaryis 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.

THE SEAL

117	The Seal
117.1	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 form and sealing documents creating or evidencingsecurities issuedby theCompany.
117.2	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

• by a director or any other persons who are authorised to do so by the directors in the presence of a witness who attests to the signature.

117.3	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,electronicallyor in any other way the directors approve.
117.4	Securitiesand documents which have theSecurities Sealstamped on them do not need to be signed unless the directors or theCompanies Actsrequire this.
117.5	The directors can use all the powers given by theCompanies Actsrelating to official seals for use abroad.
117.6	Certificates fordebenturesor othersecuritiesof theCompanymay be printed in any way and may be sealed and/or signed for in any manner allowed by theseArticles.
117.7	As long as it is allowed by theCompanies Acts, any document signed by:

• one director and theSecretary; or

• by two directors; or

• one director in the presence of a witness who attests to the signature,

and expressed to be entered into by theCompanyshall have the same effect as if it had been made effective by using theCommon Seal.

- 54 -

AUTHENTICATING DOCUMENTS

118	Establishing that documents are genuine
118.1	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.

118.2	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.
118.3	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 118.1 or 118.2 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.

DIVIDENDS

119	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.
120	Fixed and interim dividends
120.1	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.

120.2 If the directors act in good faith, they are not liable to anyshareholdersfor any loss they may suffer because a lawful dividend (whether fixed or interim) has been paid under this Article on othershareswhichrankequally with or behind theirshares.

- 55 -

121

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 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;

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

• transfer anyassetstotrusteesfor persons entitled to the dividend.

122	Calculation and currency of dividends
122.1	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 thetermson which anyshareisissuedprovide that suchsharewill be entitled to a dividend as if it were afully-paid-up, orpartly-paid-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.
122.2	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.
122.3	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.
123	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.

- 56 -

124	Payments to shareholders
124.1	Any dividend or other money payable in connection with thesharesmust be paid to:

• the holder of thatshare;

• if theshareis held by more than one person, whichever of the joint holders’ names appears first in the Register;

• if the member is no longer entitled to theshare, the person or persons who have becomeautomatically entitled to thesharesby law; or

• such other person or persons as the member (or, in the case of joint holders of ashare, all of them) may direct.

124.2 Any dividend or other money payable in cash (whether insterlingor foreign currency) relating to asharecan be paid by such method as the directors, in their absolute discretion, may decide. Different methods of payment may apply to differentshareholdersor groups ofshareholders(such as overseasshareholders). Without limiting any other method of payment which theCompanymay adopt, the directors may decide that payment can be made wholly or partly:

• by inter-bank transfer,electronic form,electronic meansor by such other means approved by the directors directly to an account (of a type approved by the directors) as instructed by theshareholderor the jointshareholders; or

• 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 from theshareholder(or from all jointshareholders).

124.3	If the directors decide that payments will be made by electronic transfer to an account (of a type approved by the directors) nominated by ashareholderor jointshareholders, but no such account is nominated by theshareholderor jointshareholdersor an electronic transfer into a nominated account is rejected or refunded, theCompanymay credit the amount payable to an account of theCompanyto be held until theshareholdernominates a valid account.
124.4	An amount credited to an account under Article 124.3 is to be treated as having been paid to theshareholderat the time it is credited to that account. TheCompanywill not be a trustee of the money and no interest willaccrueon the money.
124.5	TheCompanywill not pay interest on any dividend or other money due to ashareholderin respect of hisshares, unless therightsof thesharesprovide otherwise.
124.6	Payment by electronic transfer, cheque orwarrant, or 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 a payment using electronic or other means approved by the directors is made in accordance with instructions given by theCompanyor if such a cheque orwarrantis cleared. TheCompanywill not be responsible for a payment which is lost or delayed.
124.7	For jointshareholders, theCompanycan rely on a receipt for a dividend or other money paid onsharesfrom any one of them.

- 57 -

125	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 aGeneral 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.
126	No interest on dividends
	No interest is payable on any dividend or other money payable in connection with thesharesunless thetermsofissueof thosesharesor the provisions of any agreement between theCompanyand theshareholdersprovide otherwise.
127	Retention of dividends
127.1	The directors may retain all or part of any dividend or other money payable in connection with theshareson which theCompanyhas alienin respect of which a notice has been issued following non-payment of a call in accordance with Article 23.
127.2	TheCompanymust use any amounts retained under Article 127.1 towards satisfaction of the moneys payable to theCompanyin respect of thatshare.
127.3	TheCompanymust notify the person otherwise entitled to payment of the sum that it has been retained and how the retained sum has been used.
127.4	The directors may retain the dividends payable uponshares:

• in respect of which any person is entitled to become a member pursuant to Article 41 until such person shall become a member in respect of such shares; or

• which any person is entitled to transfer pursuant to Article 44 until such person has transferred those shares.

128	Dividends which are not claimed
128.1	If an amount is held in an account pursuant to Article 124.3, or a payment made by cheque,warrantor any other written financialinstrumentfor an amount payable under Article 124.2 has not been claimed, for one year after the passing of either the resolution passed at aGeneral Meetingdeclaring 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 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.
128.2	If an amount is held in an account pursuant to Article 124.3, or a cheque,warrantor other written financialinstrumentfor an amount payable under Article 124.2 has been sent back or is not cashed, for two dividends in a row, theCompanycan stop paying dividends. If the

- 58 -

	shareholderor a personautomatically entitled to thesharesby lawclaims those dividends in writing (before they are forfeited under Article 128.1), theCompanymust start paying dividends by any payment method approved by the directors in accordance with Article 124.
129	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 141, by him, to theCompany. If appropriate, the notice in writing may be signed, or authenticated in accordance with Article 141, 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

130	Capitalising reserves
130.1	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.

130.2	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 theCompany and toallotsuchsharesand distribute them to holders ofOrdinary Sharesas bonussharesin proportion to their holdings ofOrdinary Sharesat the time. Thesharescan beOrdinary Sharesor, if therightsof other existingsharesallow this,sharesof some other class.
130.3	If any difficulty arises in operating this Article, the directors can, subject to theCompanies Act 2006and theCREST Regulations, 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.
130.4	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.

- 59 -

SCRIP DIVIDENDS

131	Ordinary Shareholders can be offered the right to receive extra shares instead of cash dividends
131.1	The directors can offerOrdinary Shareholdersthe right to choose to receive extraOrdinary Shares, which are credited asfully-paid sharesinstead of some or all of their cash dividend. Before they can do this, theshareholdersmust have passed anordinary resolution authorising the directors to make this offer.
131.2	Theordinary resolutioncan apply to a particular dividend or dividends (whetherdeclaredor not). Alternatively, it can apply to some or all of the dividends which may bedeclared or paid in a specified period. The specified period must end no later than five years after theordinary resolutionis passed. The directors can (without the need for any furtherordinary resolution) offer rights of election in respect of any dividenddeclared or proposed after the date theseArticlesare adopted and at, or prior to, the next AnnualGeneral Meeting.
131.3	The directors can offerOrdinary Shareholdersor personsautomatically entitled by operation of lawthe right to request newOrdinary Sharesinstead of cash for:

• the next dividend proposed to be paid; or

• in respect of that 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, or the authority given under Article 131.1 expires and in not renewed (whichever happens earlier).

	The directors can also allowOrdinary Shareholdersto choose between these alternatives.
131.4	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.
131.5	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.
131.6	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 theCompany if 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.

- 60 -

131.7

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

131.8

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.

131.9	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 131.8. If otherOrdinary Shareholders(other than those excluded under Article 131.8) 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 Depositaryholdssharesor that such arrangements will be available promptly. The first sentence of this Article 131.9 does not apply until the directors are satisfied of this.
131.10	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 anyreserveor fund (including theshare premium account, anycapital redemption reserveand the profit and loss account). Article 130 applies to this process, so far as it is consistent with this Article 131.
131.11	The newOrdinary Sharesrankequally in all respects with the existingfully-paid-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.
131.12	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:

- 61 -

• sharesinuncertificated formif the correspondingelected shareswereuncertificated shareson therecord datefor that dividend; and

• sharesincertificated formif the correspondingelected sharesweresharesincertificated formon therecord datefor that dividend.

131.13	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 Sharesareallottedin place of such dividend, whether before or afterOrdinary Shareholdershave chosen to receive newOrdinary Shares.
131.14	The directors have the power to do all acts and things they consider necessary to give effect to this Article.

ACCOUNTS

132	Accounting and other records
132.1	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.
133	Location and inspection of records
133.1	The accounting records must be kept:

• at theRegistered Office; or

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

133.2	TheCompany’sofficers always have the right to inspect the accounting records.
133.3	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.

COMMUNICATIONS WITH SHAREHOLDERS

134	Serving and delivering notices and other documents
134.1	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;

- 62 -

• 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.

134.2	TheCompany Communication Provisionshave effect,subject tothe provisions of Articles 137, 138 and 141, 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.
134.3	Articles 134 to 141 do not affect any provision of theCompanies Actsrequiring offers, notices, information or documents to be sent, served, supplied or delivered in a particular way.
135	Notices to joint holders
135.1	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.
135.2	If more than one joint holder gives instructions or notifications to theCompany pursuant to theseArticlesthen save where theseArticlesspecifically provide otherwise, theCompanyshall only recognise the instructions or notifications of whichever of the joint holders’ names appears first in theRegister.
135.3	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.
135.4	The provisions of this Article shall have effect,subject totheCompanies Acts, in place of theCompany Communications Provisionsregarding notices to joint holders.
136	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.
137	When notices are served
137.1	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 theshareholderor left at his registered address.

- 63 -

137.2	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 byelectronic 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.
137.3	If an offer, notice, information or any other document is sent or supplied by theCompanybyelectronic meansit shall be deemed to have been received by the intended recipient two 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.
137.4	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.
137.5	This Article shall have effect,subject toany mandatory provision of theCompanies Actsand any otherActapplying to theCompany, in place of theCompany Communications Provisionsrelating to when offers, notices, information or any other documents are deemed delivered.
138	Serving notices and documents on shareholders who have died or are bankrupt
138.1	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.
138.2	Save as provided by Article 138.1, any offer, notice, information or any other document delivered or sent to the address of anyshareholderin pursuance of theseArticlesshall, 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.
138.3	The provisions of this Article shall have effect in place of theCompany Communications Provisionsregarding the death or bankruptcy of a holder ofsharesin theCompany.

- 64 -

139	If documents are accidentally not sent or the postal services are suspended
139.1	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.
139.2	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 allshareholdersentitled 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 anyadjournmentthereof 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.
140	When entitlement to notices stops
140.1	If theCompanysends a notice or other communication to ashareholderon two separate occasions during a 12-month period and each of them is returned undelivered or theCompany receives notification that such notice or other communication has not been delivered in each case then thatshareholderwill not be entitled to receive notices or other communications from theCompany.
140.2	Ashareholderwho has ceased to be entitled to receive notices or communications from the Company pursuant to Article 140.1 becomes entitled to receive a notice or communication again by supplying the Company with:

• a new postal address; or

• an electronic address,

	for the service of notices.
140.3	For the purposes of this Article 140, references to a communication include references to any method of payment; but nothing in this Article 140 will entitle theCompanyto stop sending any dividend by any means, unless theCompanyis also entitled to do so under Article 128.2.
141	Signature or authentication of documents sent electronically
141.1	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 sufficiently authenticated in any manner authorised by theCompany Communications Provisionsor in such other manner approved by the directors.
141.2	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.

- 65 -

MINUTES

142	Minutes
142.1	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 allGeneral Meetings of theCompany, the holders of any class ofsharesin theCompany, the directors and any committees of the directors.

142.2 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.

WINDING UP

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

DESTROYING DOCUMENTS

144	Destroying documents
144.1	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;

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

• proxyappointments from one year after the end of the meeting to which the appointment relates.

144.2	A document destroyed in accordance with Article 144.1 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.
144.3	Articles 144.1 and 144.2 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.

- 66 -

144.4	For documents relating tosharesinuncertificated form, theCompanymust also comply with any rules (as defined in theCREST Regulations) which limit its ability to destroy these documents.
144.5	This Article does not make theCompanyliable if it:

• destroys a document earlier than referred to in Article 144.1; or

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

144.6	TheCompanycan,subject totheCompanies Acts, destroy a document earlier than the dates mentioned in Article 144.1 if theCompanymakes a permanent record (whether madeelectronicallyor by any other means) of that document before it is destroyed.
144.7	This Article applies whether a document is destroyed or disposed of in any other manner.

DIRECTORS’ LIABILITIES

145	Indemnity
145.1	Subject tothe provisions of, and so far as may be permitted by and consistent with, theCompanies Acts, rules made by theUK Listing Authorityand local law as applicable, every director,Secretaryand officer of theCompanyand of eachAssociated Companyof theCompanymay beindemnifiedby theCompanyout of its own funds against:

• anyliabilityincurred by or attaching to him in connection with any negligence, default, breach of duty or breach of trust by him in relation to theCompanyor anyAssociated Companyof theCompanyother than in the case of a director of theCompanyor anyAssociated Company:

(i)	anyliabilityto theCompanyor anyAssociated Company; and
(ii)	anyliabilityof the kind referred to in Section 234(3) of theCompanies Act 2006; and

• any otherliabilityincurred by or attaching to him in the actual or purported execution and/or discharge of his duties and/or theexerciseor purportedexerciseof his powers and/or otherwise in relation to or in connection with his duties, powers or office.

145.2 Subject tothe provisions of, and so far as may be permitted by and consistent with, theCompanies Acts, the rules of theUK Listing Authorityand local law as applicable, every director,Secretaryand officer of theCompanyand of eachAssociated Companyof theCompanymay beindemnifiedby theCompanyout of its own funds against:

• anyliabilityincurred by or attaching to him in connection with any negligence, default, breach of duty or breach of trust by him in relation to theCompanyor anyAssociated Companyof theCompany, if it is the trustee of an occupational pension scheme (within the meaning of Section 235(6) of theCompanies Act 2006), in so far as suchliabilityrelates to theCompany’sor any suchAssociated Companies’activities as trustee of such occupational pension scheme and other than in the case of a director of theCompanyor anyAssociated Companyanyliabilityof the kind referred to in Section 235(3) of theCompanies Act 2006; and

- 67 -

• any otherliabilityincurred by or attaching to him in the actual or purported execution and/or discharge of his duties and/or theexerciseor purportedexercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office.

145.3	Where a director,Secretaryor officer isindemnifiedagainst anyliabilityin accordance with this Article 145, suchindemnityshall extend to all costs, charges, losses, expenses andliabilitiesincurred by him in relation thereto.
145.4	In this ArticleAssociated Companyshall have the meaning given by Section 256 of theCompanies Act 2006.
145.5	So far as theCompanies Actsallow, theSecretaryand other officers, who are not directors of theCompanyor anAssociated Companyof theCompanyof theCompanyare exempted from anyliabilityto theCompanyor anyAssociated Companyof theCompanywhere thatliabilitywould be covered by theindemnityin Article 145.1.
146	Insurance and defence funding
146.1	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.

146.2 Without limiting Article 145 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.

146.3 Subject tothe provisions of and so far as may be permitted by theCompanies Act 2006, rules made by theUK Listing Authorityand local law as applicable, theCompany:

- 68 -

• may provide a director,Secretaryor officer of theCompanyor anyAssociated Companyof theCompanywith funds to meet expenditure incurred or to be incurred by him in:

(i)	defending any criminal or civil proceedings in connection with any negligence, default, breach of duty or breach of trust by him in relation to theCompanyor anAssociated Companyof theCompany; or
(ii)	in connection with any application for relief under the provisions mentioned in Section 205(5) of theCompanies Act 2006; and

• may do anything to enable any such director,Secretaryor officer to avoid incurring such expenditure.

146.4	The terms set out in Section 205(2) of theCompanies Act 2006shall apply to any provision of funds or other things done under Article 146.3.
146.5	Subject tothe provisions of and so far as may be permitted by theCompanies Acts, rules made by theUK Listing Authorityand local law as applicable, theCompany:

• may provide a director,Secretaryor officer of theCompanyor anyAssociated Companyof theCompanywith funds to meet expenditure incurred or to be incurred by him in defending himself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to theCompanyor anyAssociated Companyof theCompany; and

• may do anything to enable any such director,Secretaryor officer to avoid incurring such expenditure.

146.6 In this ArticleAssociated Companyshall have the meaning given thereto by Section 256 of theCompanies Act 2006.

SHARE WARRANTS

147	Issue of Share Warrants
147.1	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 147 to 154.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.
147.2	TheBearerof aShare Warrantis entitled to the number ofshareswhich are specified in it. Thesesharescan be transferred by one person delivering theShare Warrantto another.
147.3	Subject toArticle 147.2, the provisions of theArticlesrelating to share certificates and transferringsharesdo not apply toShare Warrants.
147.4	EachShare Warrantmust beissuedunder theSeal.

- 69 -

147.5	The directors can decide on the language and form of, and the number ofshares represented by, eachShare Warrant.Subject totheArticles, the directors can vary the conditions of issue of anyShare Warrantfrom time to time.
148	Directors can accept a certificate instead of a Share Warrant
148.1	The directors can accept a certificate from the persons referred to in Article 148.2 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 Warrantrelates).
148.2	The only people who may deliver a certificate to theCompanyare theADR Depositaryor any bank oragentwhich has been appointed by theCompany. For the purposes of Articles 147 to 153, theCompanycan treat the deposit of the certificate as though theShare Warrantitself had been deposited at theTransfer Office.
148.3	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.
149	Requesting a Share Warrant
149.1	AShare Warrantwill only beissuedif ashareholderrequests in writing that aShare Warrantisissuedfor some or all of theshareswhich are registered in his name.
149.2	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.
149.3	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 Office for cancellation.
149.4	A person who requests aShare Warrant(including a person requesting aShare Warrantin the circumstances described in Article 150) is responsible (and will re-imburse theCompany) for all and any stamp duties, stamp duty reserve tax, bearerinstrumentduty, taxes, charges, fees, interest and penalties payable in connection with theissueof theShare Warrants. This Article 149.4 applies unless the person requesting theShare Warrantagrees otherwise with theCompany.
150	Replacing Share Warrants
150.1	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 149.4 are made (if any), a newShare Warrantwill be issued.
150.2	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

- 70 -

	of pocket expenses, and payments of the types described in Article 149.4 before issuing a replacement.
150.3	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 149.4 before the newShare Warrantsare issued.
151	Rights of the Bearer
151.1	TheBearer(or a person who has deposited hisShare Warrantin accordance with Article 151.2 or if the directors so decide, Article 148.2) shall be entitled to the same rights and besubject 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 147 to 154.
151.2	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 anyGeneral Meetingprovided that suchShare Warrantis deposited at least 48 hours in advance of such meeting. For as long as theShare Warrantremains 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 aGeneral Meeting:

• the right to sign a form requiring aGeneral Meeting;

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

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

151.3	AnyShare Warrantwhich is deposited in accordance with Article 151.2 must remain deposited until the end of theGeneral Meetingat which the person who deposited theShare Warrant desires to attend or be represented.
151.4	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.
152	Bearers of Share Warrants participating in securities offers
152.1	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).
152.2	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

- 71 -

	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.
152.3	For the purposes of this Article, asecurities offermeans an offer ofshares,securitiesordebenturestoshareholdersor any class ofshareholders, or a proposedissueofsharespursuant to Article 130.
153	Communications with Bearers of Share Warrants
153.1	In the case of any communication (for example, a notice ofGeneral 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 directors decide on), giving an address where copies of the communication may be obtained by theBearer.
153.2	TheCompanymust communicate with theBearerin a different way, if theLondon Stock Exchangerequires this.
154	Issuing shares to which the Share Warrant relates
154.1	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.

154.2	TheCompanywill comply with a request made in accordance with Article 154.1 only upon the payment (or reimbursement) by theBearerof all and any stamp duties, stamp duty reserve tax, bearerinstrumentduty, 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.
154.3	If theCompanycomplies with a request made in accordance with Article 154.1, 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. The time limit for theCompanyto prepare a share certificate under this Article 154.3 is two months from the decision to comply with a request made in accordance with Article 154.1.
154.4	If the declaration does not deal with all thesharesto which theShare Warrant relates, a newShare Warrantfor the remainingshareswill beissued, without charge, to the person who deposited the oldShare Warrant. The newShare Warrantwill only beissuedupon the cancellation of the oldShare Warrant.

- 72 -

ADR DEPOSITARY

155	ADR Depositary can appoint proxies
155.1	TheADR Depositarycan appoint more than one person to be itsproxy. As long as the appointment complies with the requirements in Article 155.2, 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.
155.2	The appointment must set out the number ofsharesin relation to which anAppointed Proxyis appointed. This number is called theAppointed Number. TheAppointed Numberof allAppointed Proxiesappointed by theADR Depositary, when added together, must not be more than the number ofDepositary Shares(as calculated in Article 155.3).
155.3	TheDepositary Sharesattributable to theADR Depositaryconsist of the total of the number ofshares:

• registered in the name of theADR Depositary;

• represented byShare Warrantswhich have been deposited by theADR Depositarywith theCompanyin accordance with Article 151; and

• represented byShare Warrantswhich are set out in a certificate from theADR Depositaryaccepted by the directors in accordance with Article 148.

156	The ADR Depositary must keep a Proxy Register
156.1	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 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.
156.2	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 theCompany or itsagents.
157	Appointed Proxies can only attend General Meetings if properly appointed
	AnAppointed Proxymay only attend aGeneral Meetingif he provides theCompanywith evidence in writing of his appointment by theADR Depositaryfor thatGeneral Meeting. This must be in a form agreed between the directors and theADR Depositary.
158	Rights of Appointed Proxies
	Subject totheCompanies Actsand theseArticlesand so long as theDepositary Sharesare sufficient to include anAppointed Proxy’s Appointed Number:

- 73 -

• at aGeneral Meetingwhich 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 69 to 71 by theADR Depositaryas 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 69 to 71 and, if it is, the provisions of theseArticleswill apply to such an appointment as though theAppointed Proxywas the registered holder of suchsharesand the appointment was made by him in that capacity.

159	Sending information to an Appointed Proxy
	TheCompanycan send to anAppointed Proxyat his address in theProxy Registerall the same documents which are sent toshareholders.
160	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 Numberofsharesinstead of paying this amount to theADR Depositary. If theCompanydoes this, it will not have any obligation to make this payment to theADR Depositaryas well.
161	The Proxy Register may be fixed at a certain date
161.1	In order to determine which persons are entitled asAppointed Proxiesto:

• exercisethe rights conferred by Article 158;

• receive documents sent pursuant to Article 159; and

• be paid dividends pursuant to Article 160

and theAppointed Numberofshares in 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 (aRecord Date) determined by theADR Depositaryin consultation with theCompany.

161.2 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 Receipts which 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

- 74 -

• 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.

162	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 toGeneral Meetings by appointments made byAppointed Proxiespursuant to Article 158, 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.
163	Validity of the appointment of Appointed Proxies
163.1	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 aGeneral Meetingbe determined by the chairman of theGeneral 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.
163.2	If a question of the type described in Article 163.1 arises in any circumstances other than at or in relation to aGeneral 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.

Approved Depositaries

164	Appointments
164.1	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.
164.2	TheApproved Depositarymust keep a register (theNominated Proxy Register) of each person it has appointed as aNominated Proxyunder Article 164.1 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

- 75 -

	Depositarywill give such person any information which he requests as to the contents of theNominated Proxy Register.
165	Rights of Nominated Proxies
165.1	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.
165.2	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 samerights, andsubject tothe same obligations, in relation to hisAppointed NumberofDepositary Sharesas if he had been validly appointed in accordance with Articles 69 to 73 by the registered holder of these shares as itsproxyin relation to those shares.
165.3	ANominated Proxymay appoint another person as hisproxyfor hisAppointed NumberofDepositary Shares, as long as the appointment is made and deposited in accordance with Articles 69 to 73, and theseArticlesapply to that appointment and to the person so appointed as though thoseDepositary Shareswere registered in the name of theNominated Proxyand 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.
165.4	For the purposes of determining who is entitled as aNominated Proxyto exercise the rights conferred by Articles 165.2 and 165.3 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.
165.5	When aRecord Timeis decided for a particular purpose:-

• aNominated Proxyis to be treated as having been appointed for that purpose for the number ofsharesappearing 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.

165.6	Except for recognising the rights given in relation toGeneral Meetingsby appointments made byNominated Proxiespursuant to Article 165.3, 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.
165.7	At aGeneral Meetingthe chairman of theGeneral Meetinghas the final decision as to whether any person has the right to vote orexerciseany other right relating to anyDepositary Shares. In any other situation, the directors have the final decision as to whether any person has the right toexerciseany right relating to anyDepositary Shares.

- 76 -

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 andadjourned andadjournshall 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.

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 theredemptionor purchase.

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

- 77 -

appointment, or for any other reason except the retirement of a director in accordance with theArticles.

chargeSeelien and charge.

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 onshareswithcumulativerights which could not be paid, but which have been carried forward.

documents of titleThe documents which show that a person owns something.

electronicallyAny document or information sent or supplied byelectronic means.

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.

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.

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.

- 78 -

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

membersAreshareholders.

nominal valueThenominal valueof theshare. Thenominal valueof the US$0.11³/₇Ordinary Sharesis US$0.11³/₇. 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 thestockmarket 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.

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 the number ofshareswhich he owns. AnOrdinary Shareholderhas one vote for eachsharehe owns. Apoll vote 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’ meetingaproxycanexercisethe rights of theshareholderthat appointed him.

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

- 79 -

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 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”.

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 fundorreservesA 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 reserveandshare premium accountare alsoreserve funds.

revokeTo withdraw, or cancel.

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.

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.

- 80 -

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.

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.

stockWhenshareshave been converted intostockthe holder’s interest in theCompanyis expressed by reference to a sum of money divided into transferable units. For example, the interest of ashareholderwith one hundred £1sharesmight have been converted into £100 worth ofstock transferable in units of £1 each.

stockholderA holder ofstock.

subject toWhere 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.

subsidiaryThis is a term used by theCompanies Act 2006.Acompanywhich is controlled by anothercompany(for example because the otherCompanyowns 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 Articles, or because of a certain kind of contract.

treasury sharesWhereshareswhich are held by acompanyas treasury shares in line with Sections 724 to 726 of theCompanies Act 2006.

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.

uncertificated proxy instructionA properly authenticated instruction sent by means of arelevant system, in line with the rules of therelevant systemto a person acting on theCompany’sbehalf, on terms decided by the directors.

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.

- 81 -

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.

- 82 -