Vodafone Group Public Limited (VOD) 20-F 2014 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

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	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

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	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

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	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

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	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	63
Notices to joint holders	135	63
Notices for shareholders with foreign addresses	136	63
When notices are served	137	64
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

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	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
Scheme Shares
Shares subject to the Scheme	166	77
B and C Share Scheme
Defined terms in Articles 168 to 171 (inclusive)	167	77
Rights and Restrictions Attached to B Shares	168	77
Rights and Restrictions Attached to C Shares	169	80
Rights and Restrictions Attached to Deferred Shares	170	83
Rights and Restrictions Attached to Deferred B Shares	171	85
Glossary		88

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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 in the Companies Acts do 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 theArticles there 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 inbold and 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:
	holdssharesin theCompanyunder arrangements where either the custodian or some other person issuesAmerican Depositary Receiptswhich evidenceAmerican Depositary Sharesrepresentingsharesin theCompany; and/or
	is appointed by or on behalf of theCompanyto holdShare Warrants.

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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 ofDirect Registration Receipts.
American Depositary Shares	These representsharesin theCompanyand are evidenced byAmerican Depositary Receipts.
Appointed Number	The number ofDepositary Sharesto which each appointment as aNominated Proxyrelates.
Appointed Proxy	This is defined in Article 155.1.
Approved Depositary	Someone appointed:
	to hold thesharesin theCompanyor any rights or interests in any of thesharesin theCompany; 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 theApproved Depositaryto 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 theGroup will also be treated as anApproved Depositaryunless the directors decide otherwise. References in theArticles to anApproved Depositaryor to shares held by it refer only to anApproved Depositaryand to shares held by it in its capacity as anApproved 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.

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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 theCompanies 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 ofOrdinary Shareswhich are registered in the name of theApproved Depositaryor its nominee at that time.
Direct Registration Receipt	AnAmerican Depositary Receiptinuncertificatedform, the ownership of which is recorded in theDirectRegistration System.
Direct Registration System	The system maintained by theADR Depositaryin which theADR Depositaryrecords the ownership ofDirectRegistration 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 centcumulativefixed rate shares of £1 each in theCompany.
General Meeting	Any general meeting of theCompany, including any general meeting held as theCompany’sAnnualGeneralMeeting.
Group	This is defined in Article 114.2, for the purposes of Article 114.

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Words and Phrases	Meaning
London Stock Exchange	London Stock Exchange plc.
Nominated Proxy	Each person theApproved Depositaryhas 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 systemunder theCREST Regulations.
Ordinary Shareholder	A holder of theCompany’s Ordinary Shares.
Ordinary Shares	Ordinary shares of US$0.113/71each in theCompany.
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 aGeneralMeetingof 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 aGeneral Meeting).
proxy form	This includes any document,electronic formor website based form which appoints aproxy.
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	TheCompany’sregister ofmembers.
Registered Office	TheCompany’sregistered office or in the case of sending or supplying any document or information byelectronicmeansor by means of a website in accordance with theCompanies Actsand theseArticles, the address stated for the purpose of receiving such document or information byelectronic meansor by means of a website.

¹  To be amended pursuant to, and subject to the satisfaction of the conditions in, resolution 2 sub-paragraph 4 proposed at the General Meeting of the Company on 28 January 2013.

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Words and Phrases	Meaning
Relevant Company	This is defined in Article 101.5, for the purposes of Article 101.
relevant system	Arelevant systemunder theCREST Regulationswhoseoperatorallowssharesor othersecuritiesof theCompanyto be transferred using that system.
relevant value	This is defined in Article 131.5, for the purposes of Article 131.
rightsof 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 theCompany.
shareholder	A holder of theCompany’s shares.
shareholders’ meeting	A meeting ofshareholdersincluding both aGeneralMeetingof theCompanyand aclass meeting.
shares	Shares which are inissueat the relevant time.
sterling	The currency of theUnited Kingdom.
subsidiary	Asubsidiaryas defined in Section 1159 of theCompaniesAct 2006.
subsidiary undertaking	Asubsidiary undertakingas defined in Section 1162 of theCompanies Act 2006.
Substantive Resolution	Any resolution or question put to the vote of aGeneralMeetingwhich is not aProcedural Resolution.
takeover offer	A takeover offer as defined in Section 974 of theCompanies Act 2006.
termsof a share	The terms on which asharewasissued.

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Words and Phrases	Meaning
Transfer Office	The place where theRegisteris kept 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 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 adebenture includedebenture stock and references to adebenture holder include adebenture stockholder.

2.3 Where theArticles refer to a person who isautomatically entitled to ashare by 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 toofficers include directors, managers and theSecretary, but not theCompany’s auditors.

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 theseArticles are only included for convenience. They do not affect the meaning of theArticles. References to anArticle are to a numbered paragraph of theseArticles.

2.11 When anAct or theArticles are referred to, the version which is current at any particular time will apply.

2.12 Where theArticles give 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.

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2.13 Any word or phrase which is defined in theCompanies Acts (excluding any modification to them by a furtherAct which is not in force when theseArticles are adopted) means the same in theArticles, unless theArticles define 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 theArticles say that anything can be done by passing anordinary resolution, this can also be done by passing aspecial resolution.

2.15 Where theArticles refer to any document beingmade effective this means being signed, sealed, authenticated orexecuted in some other legally valid way.

2.16 Where theArticles refer tomonths oryears, these are calendar months or years.

2.17 Articles which apply tofully-paidshares can also apply tostock. References in thoseArticles toshare orshareholder includestock orstockholder.

2.18 Where theArticles refer toshares incertificated form, this means that ownership of theshares can 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 theArticles refer toshares inuncertificated form, this means that ownership of theshares can be transferred in accordance with theCREST Regulations without using a written transfer document and that no share certificate is issued to the owner.

2.20 Where theArticles refer 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 theArticles refer 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 theshares that he or she holds.

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FIXED RATE SHARES

4 Right of Fixed Rate Shares to profits

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

4.2 Subject toArticle 4.3 below, thepreferential dividend will 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 theCompany has to calculate a dividend on theFixed Rate Shares for a period other than a calendar year ending on 31 March (being another accounting period, the first dividend period arising for theFixed Rate Shares or 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 Shares do not have any other right to share in theCompany’s profits.

5 Right of Fixed Rate Shares to capital

5.1 If theCompany iswound up (but in no other circumstances involving a repayment of capital or distribution ofassets toshareholders whether by reduction of capital,redeemingor buying backshares or otherwise), the holders of theFixed Rate Shares will be entitled, before the holders of any other class ofshares to:

• repayment of the amountpaid-upor treated aspaid-up on thenominal value of eachFixed Rate Share;

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

• anydividend arrears on anyFixed Rate Shares held by them. This applies even if the dividend has not beendeclared or earned; and

• a proportion of any dividend in respect of the financial year or other accounting period which began before thewinding up commenced 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 beendeclared or earned.

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

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5.3 Except as provided in this Article 5, theFixed Rate Shares do not have any other right to share in theCompany’s surplusassets.

6 Voting rights of Fixed Rate Shares

6.1 The holders of theFixed Rate Shares are 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 Meeting towind up theCompany, they are entitled to receive notice of theGeneral Meeting and can attend, but are not entitled to speak or vote.

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

6.2 If the holders of theFixed Rate Shares are entitled to vote at aGeneral Meeting, each holder of aFixed Rate Share present in person or byproxy has one vote on ashow of hands and on apoll every holder of aFixed Rate Share who is present in person or byproxy shall have one vote in respect of eachfully-paid Fixed Rate Share.

7 Varying the rights of Fixed Rate Shares

Therights of the holders of theFixed Rate Shares will be regarded as being varied orabrogated if any resolution is passed for the reduction of the amount of capitalpaid-up on theFixed Rate Shares but not for the repayment of theFixed Rate Shares atpar value.

Accordingly, this can only take place if:

• holders of at least three quarters innominal value of theFixed Rate Shares agree in writing; or

• aspecial resolution is passed at a separateclass meeting by the holders of theFixed Rate Shares approving the proposal,

in accordance with Article 35.

SHARES

8 Fractions of shares

8.1 If anyshares areconsolidated or divided, the directors have the power to deal with any fractions ofshares which result or any other difficulty that arises.Subject toArticle 8.3, if the directors decide to sell anyshares representing 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 theirrights and interests. The directors can sell to any person (including theCompany, if theCompanies Acts allow this) and can authorise any person to transfer thoseshares to the buyer or in accordance with the buyer’s instructions. The buyer does not need to take any steps to see how any

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money he paid is used. Nor will his ownership of theshares be affected if the sale was irregular or invalid in any way.

8.2 So far as theCompanies Acts allow, whenshares areconsolidated or divided, the directors can treat ashareholder’s shares which are held incertificated form and inuncertificated form as separate shareholdings. The directors can also arrange for anyshares which result from aconsolidation or division and which represent rights to fractions ofshares to be entered in theRegister asshares incertificated form where this makes it easier to sell them.

8.3 Where anyshareholder’s entitlement to a portion of the proceeds of sale amounts to less than £3, thatshareholder’s portion 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 shareholders can pass aspecial resolution to reduce in any way:

• theCompany’s share capital; or

• anycapital redemption reserve, share premium account or other undistributablereserve.

This issubject to any restrictions under theCompanies Acts.

10 The special rights of new shares

10.1 If theCompany issues newshares, the newshares can have anyrights or restrictions attached to them. Therights can take priority over therights of existingshares, or existingshares can take priority over them, or the newshares and the existingsharescanrank equally. Theserights and restrictions can apply to sharing in theCompany’sprofits orassets. Otherrights and restrictions can also apply, for example to the right to vote.

10.2 The powers conferred by Article 10.1 aresubject to the provisions of Article 10.5.

10.3 Therights and restrictions referred to in Article 10.1 can be decided by anordinary resolution passed by theshareholders. The directors can also take these decisions if they do not conflict with any resolution passed by theshareholders.

10.4 Therights of any newshares can includerights for 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 particularrights and restrictions to newshares may be restricted byspecial rights previously given to holders of any existingshares.

11 The directors’ power to deal with shares

11.1 Subject to the provisions of theCompanies Acts, theseArticles and any resolution of theCompany, the directors may allot shares in theCompany and grant rights to subscribe for shares, or to convert any security into shares, to such persons, at such times and on such

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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 2006 to exercise for eachAllotment Period all the powers of theCompany to (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 Period the 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 shares wholly 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 2006 did 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 securities to 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 Period and for any otherAllotment Period means 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 Period and for any otherAllotment Periodmeans the amount specified as such in theRelevant Special Resolution;

• “pre-emptive offer” means an offer ofequity securities open 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 shares in 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;

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• “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 anysecurities into shares, of theCompany, thenominal value of suchsecurities shall 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 TheCompany can use all the powers given by theCompanies Acts to pay commission orbrokerage to 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 Acts and must not exceed 10 per cent of the price at which theshares in 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 TheCompany will 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 ashare is held on any kind oftrust.

13.2 The only exception to what is said inArticle 13.1 is for any right:

• which is expressly given by theseArticles; or

• which theCompany has a legal duty to recognise.

SHARES IN UNCERTIFICATED FORM

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

14.1 Subject to theArticles and so far as theCompanies Acts allow this, the directors can decide that any class ofshares can:

• be held inuncertificated form and that title to suchshares can be transferred using arelevant system; or

• no longer be held and transferred inuncertificated form.

14.2 TheseArticles do not apply toshares of any class which are held inuncertificated formto the extent that theArticles are inconsistent with the:

• holding ofshares of that class inuncertificated form;

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• transfer of title toshares of 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 theseshares andsecurities;

• 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 theseArticles are consistent with theCREST Regulations, and with any rules or guidance of anoperator of arelevant system.

These regulations will, if they say so, apply instead of the other provisions in theArticlesrelating to certificates, and the transfer, conversion andredemption ofshares and 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 TheCompany may by notice to the holder of ashare require 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:

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

• shares inuncertificated form aresubject to that power, but the power is expressed interms which 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 toshares inuncertificated form.

14.6 The directors may take such action as they consider appropriate to achieve the sale, transfer, disposal,forfeiture, re-allotment or surrender of ashare inuncertificated form or otherwise to enforce alien in respect of it. This may include converting suchshare tocertificated form.

14.7 Unless the directors resolve otherwise,shares which ashareholder holds inuncertificated form must be treated as separate holdings from anyshares which thatshareholder holds incertificated form.

14.8 A class ofshares must not be treated as two classes simply because someshares of that class are held incertificated form and others are held inuncertificated form.

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SHARE CERTIFICATES

15 Certificates

15.1 When ashareholder is first registered as the holder of any class ofshares in certificated form, he is entitled to receive, free of charge, one certificate for all theshares incertificated form of that class which he holds. If he holdsshares of more than one class in certificated form, he is entitled to receive a separate share certificate for each class.

15.2 TheCompany must also observe any requirements of theCREST Regulations when issuing share certificates. Where theCompanies Acts allow, theCompany does not need to issue share certificates.

15.3 If ashareholder receives moreshares incertificated form of any class he is entitled, without charge, to another certificate for the additionalshares.

15.4 If ashareholder transfers part of hisshares covered 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 TheCompany does not have to issue more than one certificate for anyshare incertificated form, even if thatshare is held jointly.

15.6 When theCompany delivers a certificate to one joint holder ofshares in certificated form, this is treated as delivery to all of the jointshareholders.

15.7 If requested in writing to do so, theCompany can deliver a certificate to a broker oragentwho is acting for a person who is buyingshares incertificated form, or who is havingshares transferred 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 Seal or theSecurities Seal (or in the case ofshares on a branchRegister, an official seal for use in the relevant territory); or

• printed, in any way, with a copy of the signature of those directors and theSecretary. The copy can be made or produced mechanically,electronically or in any other way the directors approve so long as it complies with theCompanies Acts.

15.9 A share certificate must state the number and class ofshares to which it relates and the amountpaid-up on thoseshares. It cannot be forshares of more than one class.

15.10 If all theissued shares of theCompany, or a particular class ofshares, arefully-paid andrank equally with each other for all purposes, none of thoseshares will (unless the directors pass a resolution to the contrary) have a distinguishing number as long as it remainsfully-paid andranks equally for all purposes with all theshares of the same class which areissued andfully-paid.

15.11 The time limit for theCompany to prepare a share certificate forshares incertificated form is:

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• two months after theallotment of a newshare;

• fiveworking days after a valid transfer offully-paid shares is presented for registration;

• two months after a valid transfer ofpartly-paid shares is presented for registration; or

• where a request relating toShare Warrants has 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 theterms ofissue ofshares do not provide otherwise.

15.13 Share certificates will also be prepared and sent earlier where either theLondon Stock Exchange or theUK Listing Authority requires it.

16 Replacement share certificates

16.1 If ashareholder has four or more share certificates forshares of the same class which are incertificated form, he can ask theCompany for these to be cancelled and replaced by a single new certificate. TheCompany must comply with this request and the directors can require theshareholder to pay theCompany’s reasonable administrative expenses for doing so.

16.2 Ashareholder can ask theCompany to cancel and replace a single share certificate with two or more certificates, for the same total number ofshares. TheCompany must comply with this request and the directors can require theshareholder to pay theCompany’sreasonable administrative expenses for doing so.

16.3 Ashareholder can ask theCompany for 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, theCompany can require satisfactory evidence and for the certificate to be delivered to it before issuing a replacement. If a certificate is lost, stolen or destroyed, theCompany can require satisfactory evidence, together with anindemnity, before issuing a replacement. In each case the directors can impose such otherterms as they think fit.

16.5 The directors can require theshareholder to pay theCompany’s exceptional out-of-pocket expenses for issuing any share certificates under Article 16.3.

16.6 Any one jointshareholder can request replacement certificates under this Article 16.

CALLS ON SHARES

17 The directors can make calls on shares

The directors cancall onshareholders to pay any money which has not yet been paid to theCompany for theirshares. This includes both thenominal value of theshares and any

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premium which may be payable. If thetermsofissue of theshares allow this, the directors can:

• makecalls as 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 partlyrevoke or postpone anycall.

Acall is treated as having been made as soon as the directors pass a resolution authorising it.

18 The liability for calls

18.1 Ashareholder who 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 thecall as required by the notice. Jointshareholders areliable jointly and severally to pay any moneycalledfor in respect of theirshares.

18.2 Ashareholder due to pay the amountcalledshall still have to pay thecall even if, after thecall was made, he transfers theshares to which thecall related.

19 Interest and expenses on unpaid calls

If acall is made and the money due remains unpaid, theshareholder is liable to pay interest on the money and any expenses incurred by theCompany because of his failure to pay thecall on 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 ashare require any money to be paid at the time theshare isallotted, or at any fixed date (whether in relation to thenominal value of theshares or anypremiumwhich may apply), then theliability to pay the money will be treated in the same way as aliability for a validcall for money onshares which is due on the same date. If this money is not paid, everything in theArticles relating to non-payment ofcalls applies. This includesArticles which allow theCompany toforfeit or sellshares and to claim interest.

21 Calls can be for different amounts

On anissue ofshares, if thetermsof such shares allow, the directors can decide thatallottees or the subsequent holders of suchshares can becalled on to pay different amounts, or that they can becalled on 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 ashareholder before he iscalled on to pay the money. Any payment accepted in advance of

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ashareholder beingcalled on shall, to the extent of such payment, extinguish theliabilityupon theshares in respect of which it is made. TheCompany can agree to pay interest on money paid in advance until it would otherwise be due to theCompany at 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 theshares in 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 ashareholder fails 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 thecall or 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 theCompany by 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, theCompany canforfeit theshares on which thecall or instalment was due.

25 Forfeiture if the notice is not complied with

If a notice served under Article 23 is not complied with, theshares to which it relates can beforfeited at any time while any amount (including interest) is still outstanding. This is done by the directors passing a resolution stating that theshares have 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 anyshare liable to beforfeited pursuant to Article 25.

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28 Dealing with forfeited shares

28.1 The directors can sell, dispose of orre-allot anyforfeited or surrenderedshare on anyterms and in any way that they decide. TheCompany may keep the consideration received from doing this. The directors can, if necessary, authorise any person to transfer aforfeited or surrenderedshare to any other person and may cause such other person to be registered as the holder of theshare.

28.2 The newshareholder’s ownership of theshare will not be affected if the steps taken toforfeit or 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 newshareholder is not obliged to enquire as to how the purchase money (if any) is used.

29 Cancelling forfeiture

29.1 After ashare has beenforfeitedor surrendered, the directors can cancel theforfeitureor surrender. But they can only do this before theshare has been sold,re-allotted or disposed of. This can be on anyterms that they decide.

29.2 If ashare has 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 Ashareholder loses all rights in connection withforfeited or surrenderedsharesand ceases to be a shareholderin respect of those shares. If theshares are incertificated form, he must surrender any certificate for thoseshares to theCompany for cancellation. A person is still liable to paycalls which 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 theforfeiture on 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 Theshareholder continues to be liable for all claims and demands which theCompanycould have made relating to theforfeited share. He is not entitled to any credit for the value of theshare when it wasforfeited or for money received by theCompany under 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

TheCompany has alien on allpartly-paid shares. Thislien has priority over claims of others to theshares and extends to all dividends and other money payable on thesharesor in respect of them. Thislien is for any money owed to theCompany for theshares. The directors can decide to give up anylien which has arisen or that anyshare for 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

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agreed, the registration of a transfer of anyshare over which theCompany has alienshall operate as a waiver of thatlien.

32 Enforcing the lien by selling the shares

32.1 If the directors want to enforce thelien referred to in Article 31, they can sell some or all of theshares in any way they decide. The directors can authorise someone to transfer theshares sold. But they cannot sell theshares until all of the following conditions are met:

• the money owed by theshareholder must be immediately payable;

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

• the notice in writing must have been sent to or served on theshareholder, or on any person who is automatically entitled to theshares by law; and

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

32.2 The newshareholder’s ownership of theshare will not be affected if the sale or disposal of theshare was 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 anyshares under 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 theshares by law provided that theCompany’s lien will also apply to any money left over, to cover any money still due to theCompany which is not yet payable: theCompany has the same rights over this money as it had over thesharesimmediately before they were sold. If theshares are incertificated form, theCompanyneed not pay over anything left under this Article until the certificate representing theshares sold has been delivered to theCompany for cancellation.

34 Evidence of forfeiture or enforcement of lien

A director, or theSecretary, can make astatutory declaration declaring:

• that he is a director or theSecretary of theCompany;

• that ashare has been properlyforfeited or surrendered or sold to satisfy alienunder theArticles; and

• when theshare wasforfeited or 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 titleto theshare subject to compliance with any other transfer formalities required by law.

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CHANGING SHARE RIGHTS

35 Changing the special rights of shares

35.1 If theCompany’s share capital is split into different classes ofshare, and if theCompanies Acts allow this and unless theArticles orrights attached to any class ofshare say otherwise, thespecial rights which are attached to any of these classes ofshare can be varied orabrogated if this is approved by aspecial resolution in 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 existingshares of the relevant class, excluding anyshares held astreasury shares, (bynominal value) can give their consent in writing.

35.2 Thespecial rightsof a class ofshares can be varied orabrogated while theCompany is a going concern, or while theCompany is beingwound up, or if winding up is being considered.

35.3 All theArticles relating toGeneral Meetings apply, with any necessary changes, to aclass meeting, but with the following adjustments:

• At least two people who hold (or who act asproxies for) at least one third of the totalnominal value of the existingshares of the class are aquorum. However, if thisquorum is not present at anadjourned class meeting, one person who holdsshares of 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 ofshares will have one vote for everyshare of the class which they hold.

• If aclass meeting isadjourned for any reason including a lack ofquorum, theadjourned meeting 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 orabrogation ofspecial rights ofshares forming 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 rights ofshares or of any class ofshares are not regarded as varied orabrogated if:

• newshares are created, orissued, whichrank equally with or behind thosesharesor that class ofshares in sharing in profits orassets of theCompany;

• theCompany redeems or buys back its ownshares.

But this does not apply if theterms of theshares or class ofshares expressly provide otherwise.

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TRANSFERRING SHARES

37 Share transfers

37.1 Unless theArticles provide otherwise, anyshareholder can transfer some or all of hisshares to another person.

37.2 Every transfer ofshares incertificated form must be in writing, and either in the usual standard form, or in any other form approved by the directors.

37.3 Transfers ofuncertificated shares are 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 forshares incertificated form must 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 theshares to 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 theshare being transferred is afully-paid-up share, 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’s seal.

38.3 If theshare being transferred is not afully-paid-up share a share transfer form must also be signed by the person to whom theshare is being transferred. If the transfer is being made to acompany, the transfer form does not need to be under thatcompany’s seal.

38.4 The person making a transfer ofshares will be treated as continuing to be theshareholder until the name of the person to whom ashare is being transferred is put on theRegister for thatshare.

38.5 No fee is payable to theCompany for transferringshares or registering changes relating to the ownership ofshares.

38.6 If ashare transfer is registered, or if the directors have any grounds for suspecting fraud, theCompany can keep theshare transfer form. Otherwise, if the directors refuse to register a transfer, theshare transfer 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

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• 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 suchshare was 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 theCompany receives 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 theCompany transacts business in a country or territory referred to in Section 129 of theCompanies Act 2006, it may arrange for a branch register of theshareholders resident 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 soleshareholder dies (or ashareholder who is the last survivor of jointshareholders dies), his legalpersonal representatives will be the only people whom theCompany will recognise as being entitled to hisshares.

41.2 If ashareholder who is a jointshareholder dies, the remaining jointshareholder orshareholders will be the only people who theCompany will recognise as being entitled to hisshares.

41.3 This Article does not discharge the estate of any sole or jointshareholder from anyliability.

42 Registering personal representatives

A person who becomesautomatically entitled to ashare by law can either be registered as theshareholder or can select some other person to whom theshare is to be transferred. The person who isautomatically entitled by law must 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 toshares by law wants to be registered as ashareholder, he must deliver or send a notice to theCompany saying 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 theseArticles about registering transfers ofshares apply to it. The directors have the same power to refuse to register theautomatically entitledperson as they would have had in deciding whether to register a transfer by the person who was previously entitled to theshares.

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44 Having another person registered

If a person who isautomatically entitled to ashare by law wants theshare to be transferred to another person, he must do the following:

• for ashare incertificated form sign a transfer form to the person he has selected; and

• for ashare inuncertificated form transfer suchshare using 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 ashare by law is entitled to any dividends or other money relating to theshare, upon supplying to theCompany such 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 theshare could have had their dividend withheld.

45.2 Unless and until he is registered as ashareholder the personautomatically entitled to ashare by lawis not entitled:

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

• (subject to Article 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 ashare who has elected for thatshare to be transferred to some other person pursuant to Article 44 shall cease to be entitled to anyrights or advantages in relation to suchshare upon that other person being registered as the holder of thatshare.

46 Prior notices binding

If a notice is given to ashareholder in respect of ashare, a person entitled to thatshareis bound by the notice if it was given to theshareholder before the name of the person entitled was entered into the Register.

SHAREHOLDERS WHO CANNOT BE TRACED

47 Shareholders who cannot be traced

47.1 TheCompany can sell anyshares at the best price reasonably obtainable if:

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• during the 12 years before the earliest of the advertisements referred to below, at least three dividends on theshares have been payable and none has been claimed;

• after this 12-year period, theCompany announces that it intends to sell thesharesby placing an advertisement in aUnited Kingdom national newspaper and in a newspaper appearing in the area which includes the address held by theCompany for serving notices relating to theshares; and

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

47.2 To sell anyshares in this way, theCompany can 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 theshares by law. The ownership of the person to whom theshares are transferred will not be affected even if the sale is irregular or invalid in any way.

47.3 The net sale proceeds belong to theCompany until claimed under this Article, but it must pay these to theshareholder who could not be traced, or to the person who isautomatically entitled to theshares by law, if thatshareholder, or that other person, asks for it.

47.4 TheCompany must record the name of thatshareholder, or the person who wasautomatically entitled to theshares by law, as a creditor for this money in its accounts. The money is not held ontrust, and no interest is payable on the money. TheCompany can keep any money which it has earned on the net sale proceeds. TheCompany can 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 theshares of anyholding company of theCompany.

47.5 In the case ofuncertificated shares, this Article issubject to any restrictions which apply under theCREST Regulations.

GENERAL MEETINGS

48 The Annual General Meeting

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

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49 Calling a General Meeting

The directors can decide to call aGeneral Meeting at any time in accordance with theCompanies Acts.General Meetings must also be called promptly in response to arequisition byshareholders under theCompanies Acts. If aGeneral Meeting is not called in response to such a request byshareholders, it can be called by theshareholders who requested theGeneral Meeting in accordance with theCompanies Acts. AnyGeneral Meeting requisitioned in this way byshareholders shall 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 Meetings shall include all information required to be included by theCompanies Acts.

50.2 Notices ofGeneral Meetings must be given to theshareholders, except in cases where theArticles or therights attached to theshares state that the holders are not entitled to receive them from theCompany. Notice must also be given to theCompany’s auditors. The day when the notice is served (see Article 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 ofshares some of which are inuncertificated form theCompany can decide that only people who are entered on theRegister at the close of business on a particular day are entitled to receive such a notice. That day shall be a day chosen by theCompany and 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, theCompany may specify in the notice of the meeting a time by which a person must be entered on theRegister in 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, theCompany must 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 theRegister in 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 theCompany does 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.

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51.3 Where there is more than one Deputy Chairman at aGeneral Meeting and there is more than one present, and the Chairman is not there, the Deputy Chairman to take the chair will be the longest serving Deputy Chairman present.

51.4 If theCompany does 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 ashareholder may be elected to be the chairman by a resolution of theCompany passed 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 theseArticles restricts 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 Meeting and 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 (includingadjourning theGeneral Meeting) for:

• the safety of people attending aGeneral Meeting (for example, if there is not enough room for theshareholders andproxies who 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 Meeting can be properly carried out.

Where the chairman of aGeneral Meeting or theSecretary decides toadjourn aGeneral Meeting in this way, he canadjourn theGeneral Meeting to a time, date and place he decides (or indefinitely). He does not need the agreement of those present at theGeneral Meeting to do this.

52.3 The directors may refuse entry to, or remove from, aGeneral Meeting anyshareholder,proxy or other person who fails to comply with such arrangements or restrictions.

52.4 If anyone has gained entry to aGeneral Meeting and 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 Meeting can invite any person to attend and speak at theGeneral Meeting who they consider has the knowledge or experience of the business of theCompany to assist in the deliberations of the meeting.

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52.6 The chairman’s decision on points of order, matters of procedure or matters arising incidentally out of the business of aGeneral Meeting will 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 Meeting in an overflow room or rooms. Any overflow room must have a live video and two way sound link with the main room for 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 Meeting does not have to give details of any arrangements under this Article. The directors can decide on how to divide people between the main room and any overflow room. If any overflow room is used, theGeneral Meetingwill be treated as being held, and taking place, in the main room.

54 The quorum needed for General Meetings

Before aGeneral Meeting starts to conduct business, there must be aquorum present. If there is not, the meeting cannot carry out any business other than appointing a chairman. Unless other Articles say otherwise, aquorum for all purposes is two people who are entitled to vote. They can be personally present orproxies forshareholders or duly authorisedcompany representatives or a combination ofshareholders, duly authorisedcompany representatives andproxies.

55 The procedure if there is no quorum

55.1 This Article 55 applies if aquorum is not present either within 30 minutes of the time fixed for aGeneral Meeting to start or within any longer period (being no longer than an hour from the time fixed for theGeneral Meeting to start) on which the chairman may decide and if during the meeting aquorum ceases to be present. If theGeneral Meeting was called byshareholders it is cancelled. Any otherGeneral Meeting isadjourned to another day, time and place stated in the notice ofGeneral Meeting or (if not so specified) as the directors may decide, provided that theadjourned meeting shall be held not less than 10 clear days after the originalGeneral Meeting.

55.2 If aquorum is not present within 15 minutes of the time fixed for the start of theadjournedmeeting, theadjourned General Meeting shall be cancelled.

56 Adjourning meetings

56.1 Subject to Article 52, the chairman of aGeneral Meeting canadjourn a meeting which has aquorum present, 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 mustadjourn theGeneral Meeting if theGeneral Meeting directs him to. In these circumstances theGeneral Meeting will decide how long theadjournment will be, and where it willadjourn to. If aGeneral Meeting isadjourned indefinitely, the directors will fix the time, date and place of theadjourned General Meeting.

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56.2 General Meetings can beadjourned more than once. But if aGeneral Meeting isadjourned for more than 30 days or indefinitely, at least seven days’ notice must be given of theadjourned General Meeting in the same way as was required for the originalGeneral Meeting. If aGeneral Meeting isadjourned for less than 30 days, there is no need to give notice of theadjourned General Meeting, or about the business to be considered there.

56.3 Anadjourned General Meeting can only deal with business that could have been dealt with at the originalGeneral Meeting before it wasadjourned.

57 Amending resolutions

57.1 Aspecial resolution to be proposed at aGeneral Meeting may be amended byordinary resolution provided that no amendment may be made other than a mere clerical amendment to correct an obvious error.

57.2 Anordinary resolution to be proposed at aGeneral Meetingmay be amended byordinary resolution provided that:

• notice of the proposed amendment has been:

• lodged in writing at theRegistered Office; or

• receivedelectronically at the address specified for receiving notices inelectronic form,

at least two clear business days before the time appointed for holding theGeneral Meeting oradjourned General Meeting at which the resolution is to be proposed;

• such notice has been given by a person entitled to vote at theGeneral Meeting in 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 Meeting will be held at more than one location.

58.2 For the purposes of theseArticles, anyGeneral Meeting taking place at two or more locations will be treated as taking place where the chairman of theGeneral Meeting is in attendance (to be known as theprincipal meeting place) and any other location where that meeting takes place is referred to in theseArticles as asatellite meeting.

58.3 Ashareholder present in person or byproxy at asatellite meeting may be counted in thequorum and canexercise all rights that they would have been able toexercise if they were present at theprincipal meeting place.

58.4 The directors can make and change such arrangements as they consider appropriate to:

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• ensure that allshareholders andproxiesforshareholders wanting 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 ofshareholders andproxies at any one location to a number that can be safely and conveniently accommodated there.

58.5 Whether anyshareholder orproxy is entitled to attend asatellite meeting will depend on any arrangements then in force and stated in thenotice ofGeneral MeetingoradjournedGeneral Meeting.

58.6 If the communication equipment fails or if any other arrangements fail forshareholders to take part in the meeting at more than one place, the chairman mayadjourn the meeting under Article 56. Such anadjournment will 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 chairman appointed:

• 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 Resolutions will only be decided on apoll. AllProcedural Resolutionswill be decided by ashow of hands, unless apoll is demanded before the resolution is put to the vote on ashow of hands or on the result of theshow of hands being declared by the chairman. Apoll can be demanded by:

• the chairman of theGeneral Meeting;

• at least fiveshareholders at theGeneral Meeting (includingproxies ofshareholders entitled to vote) who are entitled to vote;

• one or moreshareholders at theGeneral Meeting who are entitled to vote (includingproxies ofshareholders entitled to vote) and who have, between them, at least 10 per cent of the total votes of allshareholders who have the right to vote at theGeneral Meeting (excluding therights attaching toshares held astreasury shares); or

• one or moreshareholders who haveshares which allow them to vote at theGeneral Meeting (includingproxies ofshareholders entitled to vote), where the

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total amount which has beenpaid-up on theirshares is at least 10 per cent of the total sumpaid-upon allshares which give the right to vote at theGeneral Meeting.

59.2 A demand for apoll can be withdrawn if the chairman agrees to this. If apoll is 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 thepoll was demanded, will stand.

60 How a poll is taken

60.1 If apoll is demanded or held in the way allowed by theArticles, the chairman of theGeneral Meeting can decide where, when and how it will be carried out. The result is treated as the decision of theGeneral Meeting where thepoll was demanded, even if thepoll is 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 toadjourn theGeneral Meeting to such day, time and place as he decides for the result of thepoll to be declared.

60.3 If apoll is called, ashareholder can vote either personally or by hisproxy. If ashareholder votes 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, apoll is not allowed on a vote to elect a chairman of aGeneral Meeting, nor is apoll allowed on a vote toadjourn aGeneral Meeting, unless the chairman of theGeneral Meeting demands apoll.

62 A General Meeting continues after a poll is demanded

A demand for apoll on a particular matter does not stop aGeneral Meeting from continuing and dealing with matters other than the question on which thepoll was demanded.

63 Timing of a poll

Apoll on a resolution toadjourn theGeneral Meeting must be taken immediately at theGeneral Meeting. Any otherpoll can 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 apoll which is not taken immediately if the time and place at which it is to be taken are announced at theGeneral Meeting at which it is demanded. In any other case, at least seven clear days’ notice must be given specifying the time and place at which thepoll is to be taken.

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64 The effect of a declaration by the chairman

On a vote on a resolution at aGeneral Meeting on 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 Acts is also conclusive evidence of that fact without such proof. This Article does not have effect if apoll is 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 hands everyshareholder (who is entitled to be present and to vote) who is present in person and,subject to Article 65.1(ii), everyproxy present (who has been duly appointed) shall have one vote;

(ii) on ashow of hands, aproxy has one vote for and one vote against the resolution if theproxy has been duly appointed by more than oneshareholder entitled to vote on the resolution, and theproxy has been instructed:

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

• by one or more of thoseshareholders to vote either for or against the resolution and by one or more other of thoseshareholders to 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 everyshare which he holds.

This issubject to Article 50.3 and anyspecial rights or restrictions which are given to any class ofshares by, or in accordance with, theArticles.

65.2 Aproxy shall not be entitled to vote on ashow of hands or on apoll where theshareholder appointing theproxy would not have been entitled to vote on the resolution had he been present in person.

66 Shareholders who owe money to the Company

Unless theArticles provide otherwise, the only people who are entitled to attend and/or vote atGeneral Meetings or toexercise any other right conferred by being ashareholderin relation toGeneral Meetings, areshareholders who have paid theCompany allcalls, and all other sums, relating to theirshares which are due at the time of theGeneral

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Meeting. This applies both to attending theGeneral Meeting personally 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 theCompany the information required by that notice. Then (subject to the provisions of theCompanies Acts and this Article, and unless the directors otherwise decide) theshareholder is not (for so long as the failure continues) entitled to attend or vote either personally or byproxy at ashareholders’ meeting or toexercise any other right in relation to ashareholders’ meeting as holder of:

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

• any furthershares which areissued in respect ofdefault shares; and

• any othershares held by theshareholder holding thedefault shares.

67.2 Any person who acquiresshares subject to restrictions under Article 67.1 issubject to the same restrictions, unless:

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

• the transfer was by ashareholder who 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 shares represent 0.25 per cent or more of the existingshares of a class, the directors can in their absolute discretion by notice in writing (adirection notice) to theshareholder direct that:

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

• theshareholder will not be allowed to choose to receiveshares in place of dividends in accordance with Article 131; and/or

• subject to Article 67.4, no transfer of any of theshares held by theshareholderwill be registered unless:

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

• or theshareholder is 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

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

67.4 Anydirection notice can treatshares of ashareholder incertificated anduncertificated form as separate shareholdings and either apply only toshares incertificated form or toshares inuncertificated form or apply differently toshares incertificated anduncertificated form. In the case ofshares inuncertificated form the directors can only use their discretion to prevent a transfer if this is allowed by theCREST Regulations.

67.5 TheCompany must send a copy of thedirection notice to each other person who appears to be interested in theshares covered by the notice, but if it fails to do so, this does not invalidate thedirection notice.

67.6 Adirection notice has 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). TheCompany must give theshareholder notice in writing of the directors’ decision as soon as reasonably practicable.

67.7 Adirection notice also ceases to apply to anyshares which are transferred by ashareholder in a transfer permitted under Article 67.3 even where adirection noticerestricts transfers.

67.8 Where a person who appears to be interested inshares has been served with a notice under Section 793 of theCompanies Act 2006 and theshares in which he appears to be interested are held by anApproved Depositary, thisArticle shall be treated as applying only to theshares which are held by theApproved Depositary in which that person appears to be interested and not (so far as that person’s apparent interest is concerned) to any othershares held by theApproved Depositary.

67.9 Where theshareholder on which a notice under Section 793 of theCompanies Act 2006is served is anApproved Depositary, the obligations of theApproved Depositary as ashareholder will be limited to disclosing to theCompany any information relating to any person who appears to be interested in theshares held 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 anyshares if theshareholder holding thoseshares has been served with a notice under Section 793 of theCompanies Act 2006 and:

• theshareholder has named that person as being so interested; or

• (after taking into account the response of theshareholder to the notice and any other relevant information) theCompany knows 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 ofshares is anapproved transfer if:

• it is a transfer ofshares to 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 theshares to a person unconnected with theshareholder or with any person appearing to be interested in theshares. This includes such a sale made through arecognised investment

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exchange or any other stock exchange outside theUnited Kingdom on which theCompany’s shares are 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 theshareholder or any person appearing to be interested in theshares.

67.12 Where a person who has an interest inAmerican Depositary Shares receives a notice under this Article 67, that person is considered for the purposes of this Article 67 to have an interest in the number ofshares represented by thoseAmerican Depositary Shareswhich is specified in the notice and not in the remainder of theshares held by theADR Depositary.

67.13 Where theADR Depositary receives a notice under this Article 67, theADR Depositaryshall only be required to supply information relating to any person who has an interest in theshares held by theADR Depositary which 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 ashare is held by jointshareholders any one jointshareholder can vote at anyGeneral Meeting (either personally or byproxy) in respect of suchshare as if he were the onlyshareholder. If more than one of the jointshareholders votes (either personally or byproxy), the only vote which will count is the vote of that one of them who is listed first on theRegister for theshare.

PROXIES

69 Appointment of proxies

69.1 Anyshareholder may appoint aproxy or (subject to Article 69.3)proxies toexercise all or any of his rights to attend or speak and vote at aGeneral Meeting of theCompany. Aproxy need not be ashareholder.

69.2 Proxies may 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 Ashareholder may appoint more than oneproxy in relation to aGeneral Meetingprovided that eachproxy is appointed toexercise therights attached to a differentshareorshares held 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

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

70.2 Aproxy form given by:

• an individual must be signed by theshareholder appointing theproxy, or by anagent who has been properly appointed in writing, or authenticated in accordance with Article 141; or

• acompany must be sealed with thecompany’s seal or signed by an officer oragentwho 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 formpurports to have been signed, or authenticated in accordance with Article 141, by an officer oragent on behalf of acompany that such officer oragentwas duly authorised by suchcompany without requiring any further evidence. Signatures and authentications need not be witnessed.

70.3 Theproxy form must 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 ashareholder entitled to it (or non receipt by him of theproxy form) will not invalidate any resolution passed or proceedings at theGeneral Meeting to which theproxy form relates.

71 Delivering proxy forms

71.1 The appointment of aproxy must 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 oradjourned meeting, not less than 48 hours before the commencement of the meeting oradjourned meeting to which it relates;

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

• in the case of apoll taken 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 acceptproxies delivered byelectronic meansor by means of a website,subject to any limitations, restrictions or conditions they decide to apply.

71.4 In relation to anysharesinuncertificated form, the directors can permit a proxy to be appointed byelectronic means in the form of anuncertificated proxy instruction. They can also permit any supplement to, or amendment or withdrawal of, anyuncertificated proxy

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instruction by a furtheruncertificated proxy instruction. The directors can set out the method of determining when anyuncertificated proxy instruction is to be treated as received by theCompany. The directors can treat anyuncertificated proxy instructionwhich appears or claims to be sent on behalf of theshareholder as sufficient evidence that the person sending the instruction is authorised to send it on behalf of thatshareholder.

71.5 If aproxy form is 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 form in accordance with the instructions for delivery ofproxy forms which are set out in the notice ofGeneral Meetingor on theproxy form, unless thepower of attorney or other form of authority has already been registered with theCompany.

71.6 If this Article 71 is not complied with, theproxy will not be able to act for the person who appointed him.

71.7 Aproxy form delivered by anApproved Depositary except 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 means or in any other way the directors decide.

71.8 Where two or moreproxy forms are 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 form which relates to severalGeneral Meetings has been properly delivered for oneGeneral Meeting oradjourned General Meeting, it does not need to be delivered again for any laterGeneral Meeting which theproxy form covers.

71.10 Unless theproxy form says otherwise, it will be valid at anadjourned General Meeting as well as for the originalGeneral Meeting to which it relates.

71.11 Ashareholder can attend and vote at aGeneral Meeting on ashow of hands or on apoll even if he has appointed aproxy to attend and vote at that meeting. However, if he votes in person on a resolution, then as regards that resolution his appointment of aproxy will not be valid.

72 Cancellation of proxy’s authority

72.1 Neither the death or insanity of ashareholder who has appointed aproxy, nor the revocation or termination by ashareholder of the appointment of aproxy (or of the authority under which the appointment was made), shall invalidate theproxy or theexercise of any of the rights of theproxy thereunder, unless notice of such death, insanity, revocation or termination shall have been received by theCompany in 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 ofproxies in, or by way of note to, or in any document accompanying, the notice convening the meeting to which the appointment of theproxy relates (or if no address is so specified, at theTransfer Office):

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

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

• in the case of apoll taken 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

Aproxy shall have the right toexercise all or any of therights of his appointor, or (where more than oneproxy is appointed) all or any of the rights attached to theshares in respect of which he is appointed theproxy to attend, and to speak and vote, at aGeneral Meetingof theCompany.

74 Representatives of companies

Subject to theCompanies Acts, acompany which is ashareholder can 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 thatcompany must pass a resolution to appoint acompany representative. If the governing body of thatcompany is 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 (oradjourned General 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 Meeting on 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 theshareholders can 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 ashareholder is entitled to attend and speak atshareholders’ meetings.

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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 specialpay under 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 resolution at aGeneral Meeting.

This remuneration shall accrue from day to day.

78.2 Unless anordinary resolution is 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 specialpay if 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 Specialpay can 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, theCompany will 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.

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81 Directors’ pensions and other benefits

81.1 The directors maypay or 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 anycompany which is or has been asubsidiary of theCompany or a predecessor in business of theCompany or 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 paypremiums to a third party for these purposes.

81.2 No director or former director is accountable to theCompany or 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 Acts allow, they can decide on how long these appointments will be for, and on their terms.Subject to the 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 Meeting all those directors who were elected or last re-elected at or before the AnnualGeneral Meeting held in the third calendar year before the current year shall automatically retire.

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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 Meeting at which a director retires (whether at an AnnualGeneral Meetingor otherwise), he may be re-elected (as long as the director has not told theCompany in writing that he does not wish to be re-elected) if theshareholderspass anordinary resolution to re-elect him.

85.2 A director retiring at aGeneral Meeting retires at the end of that meeting (oradjournedmeeting), or if earlier, when a resolution at aGeneral Meeting is 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 Meeting after his appointment. At thisGeneral Meeting he can be elected by theshareholders as a director.

86.2 At aGeneral Meeting theshareholders can also pass anordinary resolution to fill acasual vacancy or 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 theshareholders in accordance with theArticles).

87 Removing and appointing directors by an ordinary resolution

87.1 Theshareholders can pass anordinary resolution to 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 resolution must be given to theCompany as 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 to Article 86, theshareholders can pass anordinary resolution to 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:

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• 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 orshareholders under 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 theCompany a 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 theCompany might 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 alsoadjourn their meetings.

91 Who can call directors’ meetings

A directors’ meeting can be called by any director. TheSecretary must also call a directors’ meeting if a director asks him to.

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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 otherquorum is fixed by the directors, three directors are aquorum. A directors’ meeting at which aquorum is present canexercise all the powers, authorities and discretions of the directors whether by or under theseArticles orexercisable by the directors generally.

93.2 A person who holds office only as analternate director shall, 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 thequorum until the end of that meeting if no other director objects and aquorum would 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 resolution ofshareholders), the remaining director(s) can only:

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

• call aGeneral Meeting.

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96.2 If no director is willing or able to act under this Article, any twoshareholders can call aGeneral Meeting to 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, aquorum is 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 orelectronically is less than thequorum for a directors’ meeting.

98.4 A directors’ written resolution signed or agreed to by an alternate 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 director acting 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.

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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 theCompany in 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 theCompany in 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 thequorum at 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 Directors voting or would have been agreed to if the votes of theInterested Directors had 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 to such 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 theCompany for 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 the Company.

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101 Directors may have interests

101.1 Subject to compliance 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 theCompany is 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 to Sections 177 and 182 of theCompanies Act 2006 the 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 theCompany or 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 theCompany for 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 undertaking of theCompany; anyholding company of theCompany or asubsidiary undertaking of any suchholding company; any body corporate promoted by theCompany; or any body corporate in which theCompany is otherwise interested.

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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 thequorum for a meeting of the directors in relation to any resolution on which he is not entitled to vote.

102.3 Subject to the 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,debentures or othersecurities of theCompany, or by reason of any other interest in or through theCompany;

• which involves the giving of any security, guarantee orindemnity to 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 theCompany or any of itssubsidiary undertakings; or (ii) a debt or other obligation of theCompany or any of itssubsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee orindemnity or by the giving of security;

• concerning an offer ofshares or debentures or othersecurities of or by theCompany or 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 theissued equity share capital of any class of such body corporate or of the voting rights available tomembers of the relevant body corporate;

• relating to an arrangement for the benefit of the employees or former employees of theCompany or any of itssubsidiary undertakings which 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 theCompany of 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;

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• 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 theCompany is 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.

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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 2006 shall 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 TheCompany may byordinary resolution ratify 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’pay or giving benefits to directors.If the directors have delegated any power or discretion to a committee, any references in theseArticles to 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:

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

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

106 Committee procedure

If a committee includes two or more people, theArticles which 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’s business will be managed by the directors. They can use all theCompany’s powers except where theArticles, or theCompanies Acts, provide that powers can only be used by theshareholders voting 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 theshareholders by passing aspecial resolution at aGeneral Meeting.

However, if any change is made to theseArticles or if theshareholders approve a requirement relating to something which the directors have already done which was within their powers, this will not invalidate any prior act of the directors which would otherwise have been valid.

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 theCompany or 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 theCompany or 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’s business. 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

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• managers oragents of theCompany.

109.2 The directors can:

• decide on thepay and 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, oragent of theCompany;

• allow local committees or boards, managers oragents to 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, theCompany may be given a title which includes the words “Associate Director”. This will not imply that such person is a director of theCompany or 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’s attorney orattorneys by granting apower of attorney or by authorising him or them in some other way. Theattorney orattorneys can 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 attorney will 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 attorney can also allow theattorney to 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 theCompany and may amend or remove such authorisation from time to time by resolution.

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112 Name

TheCompanymay change its name by resolution of the directors.

113 Borrowing powers

So far as theCompanies Acts allow, the directors canexercise all the powers of theCompany to:

• borrow money;

• issue(subject to the provisions of theCompanies Acts regarding authority toallot debenturesconvertible intoshares) debentures and othersecurities; and

• give any form of:

• guarantee; and

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

for any debt,liability or obligation of theCompany or of any third party.

114 Borrowing restrictions

114.1 The directors must:

• limit theBorrowings of theCompany and

• exercise all voting and other rights or powers of control exercisable by theCompany in relation to its subsidiary undertakings

to ensure that the total amount of allBorrowings by theGroup outstanding at any time will not exceed 1.5 times theAdjusted Total of Capital and Reserves at such time.

This limitation onBorrowings will only affectsubsidiary undertakings to the extent that the directors can restrict the borrowings of thesubsidiary undertakings by exercising the rights or powers of control which theCompany has over itssubsidiary undertakings. TheCompany may consent in advance to exceeding the borrowing limit by passing anordinary resolution at aGeneral Meeting.

114.2 In this Article:

Group means theCompany and itssubsidiary undertakings for the time being;

Adjusted Total of Capital and Reserves means the aggregate of the share capital andreserves as shown in the latest audited consolidated balance sheet of theGroup(including the amountpaid-up or credited aspaid-up on theissued share capital of theCompany, theshare premium account,capital redemption reserve, profit and loss account and otherreserves included within theGroup’s equityshareholders’ funds) (the “Reserves”) but:

• adjusted as appropriate in respect of any variation to thepaid-up share capital orreserves since the date of the latest audited consolidated balance sheet as recorded within the monthly management accounting records of theGroup

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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 theReserves of theGroup for goodwill arising on consolidation either by direct charge toReservesor by charge to theGroup’s consolidated profit and loss account; and

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

Borrowings means the aggregate amount of allliabilities and obligations of theGroupwhich in accordance with the accounting bases and principles of theGroup are treated as borrowings in the latest audited consolidated balance sheet of theGroup but:

• 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 theGroup prepared 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 theCompany consider appropriate.

114.3 The determination of theCompany’s auditors as to the amount of theAdjusted Total of Capital and Reserves and the total amount ofBorrowings at 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 Reserves and the total amount ofBorrowings at 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’s auditors or otherwise the directors became aware that such a situation has or may have arisen.

114.4 No lender or other person dealing with theGroup need 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

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directors, unless the proposedalternate director is 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 Meeting at 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 director is entitled to receive notices of directors’ meetings once he has given theCompany an 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 theCompany and shall alone be responsible to theCompany for 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 theagent of his appointor; and

• cannot appoint analternate director.

115.6 Subject to theCompanies 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 beindemnified to the same extent as if he were a director. However, he is not entitled to receive from theCompany asalternate directoranypay, except only such part (if any) of thepay otherwise payable to his appointor as such appointor may direct theCompany in writing to pay to his alternate.

THE SECRETARY

116 The Secretary and deputy and assistant secretaries

116.1 TheSecretary is 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

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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 Acts allow to be done by or to theSecretary can, if there is noSecretary, or theSecretary is for any reason not capable of doing what is required of him, also be done by or to any deputy or assistant secretary. If there is no deputy or assistant secretary capable of acting, the directors can appoint any officer to do what would be required of the deputy or assistant secretary.

THE SEAL

117 The Seal

117.1 The directors are responsible for arranging for theCommon Seal and anySecurities Sealto be kept safely. TheCommon Seal and anySecurities Seal can only be used with the authority of the directors or of a committee authorised by the directors to use it. TheSecurities Seal can be used only for sealingsecurities issued by theCompany incertificated form and sealing documents creating or evidencingsecurities issued by theCompany.

117.2 Subject to the provisions of theseArticles which relate to share certificates, every document which is sealed using theCommon Seal must 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,electronically or in any other way the directors approve.

117.4 Securities and documents which have theSecurities Seal stamped on them do not need to be signed unless the directors or theCompanies Acts require this.

117.5 The directors can use all the powers given by theCompanies Acts relating to official seals for use abroad.

117.6 Certificates fordebenturesor othersecurities of theCompany may 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 theCompany shall have the same effect as if it had been made effective by using theCommon Seal.

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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’s constitution;

• any resolutions passed by theshareholders or 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 theCompany who 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 theCompany on 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. Theshareholders can thendeclare dividends by passing anordinary resolution, but the amountdeclared cannot exceed the amount recommended by the directors.

120 Fixed and interim dividends

120.1 If the directors consider that the profits of theCompany justify such payments, they can pay:

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

• interim dividends onshares of 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 anyshareholders for any loss they may suffer because a lawful dividend (whether fixed or interim) has been paid under this Article on othershares whichrank equally with or behind theirshares.

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121 Dividends not in cash

If the directors recommend this,shareholders can pass anordinary resolution to direct all or part of a dividend to be paid by distributing specificassets(and in particularpaid-up shares ordebentures of 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;

• valueassets for distribution purposes;

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

• transfer anyassets totrustees for 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-up on theshares during any period for which the dividend is paid. Sums which have beenpaid-up in advance ofcalls do not count in calculating the amount of a dividend to be paid on ashare. If theterms on which anyshare isissued provide that suchsharewill be entitled to a dividend as if it were afully-paid-up, orpartly-paid-up,share from a particular date (in the past or the future), it will be entitled to a dividend on this basis. This Article applies unless therights attached to anyshares, or theterms of anyshares, provide otherwise.

122.2 Unless therights attached to anyshares, or theterms of anyshares, or theArticlesprovide otherwise, a dividend, or any other money payable in respect of anyshare, can be paid to ashareholder in 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 Depositary should be able to receive dividends in a currency other than the currency in which it isdeclared and can make arrangements accordingly. In particular, if an Approved Depositary has chosen or agreed to receive dividends in another currency, the directors can make arrangements with theApproved Depositary for payment to be made to theApproved Depositary for 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 ashareholder owes any money forcalls onshares, 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 anyshares held by theshareholder; or

• any other money payable by theCompany in connection with theshares.

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

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124 Payments to shareholders

124.1 Any dividend or other money payable in connection with theshares must be paid to:

• the holder of thatshare;

• if theshare is 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 theshares by 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 insterling or 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 theCompany may adopt, the directors may decide that payment can be made wholly or partly:

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

• by cheque orwarrant or any other similar financial instrument made payable to theshareholder who is entitled to it and sent direct to his registered address or, in the case of jointshareholders, to theshareholder who 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 theshareholder at the time it is credited to that account. TheCompany will not be a trustee of the money and no interest willaccrue on the money.

124.5 TheCompany will not pay interest on any dividend or other money due to ashareholderin respect of hisshares, unless therights of theshares provide 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. TheCompany is 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 orwarrant is cleared. TheCompany will not be responsible for a payment which is lost or delayed.

124.7 For jointshareholders, theCompany can rely on a receipt for a dividend or other money paid onshares from any one of them.

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125 Record dates for payments and other matters

Any dividend or distribution onshares of any class can be paid to the holder or holders of theshares shown 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 ofshares registered 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 theshares unless theterms ofissue of thoseshares or the provisions of any agreement between theCompany and theshareholders provide otherwise.

127 Retention of dividends

127.1 The directors may retain all or part of any dividend or other money payable in connection with theshares on which theCompany has alien in respect of which a notice has been issued following non-payment of a call in accordance with Article 23.

127.2 TheCompany must use any amounts retained under Article 127.1 towards satisfaction of the moneys payable to theCompany in respect of thatshare.

127.3 TheCompany must 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,warrant or any other written financialinstrument for an amount payable under Article 124.2 has not been claimed, for one year after the passing of either the resolution passed at aGeneral Meeting declaring that dividend or the resolution of the directors providing for payment of that dividend, the directors may invest the dividend or use it in some other way for the benefit of theCompany until 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 beforfeited and belong to theCompany again.

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, theCompany can stop paying dividends. If the

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shareholderor a personautomatically entitled to theshares by law claims 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 ashareholder wants 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 theshares by law. For the waiver to be effective, theCompanymust accept the notice in writing and act on it. TheCompany may, however, decline to act on the notice in writing and continue to pay dividends to theshareholder accordingly.

CAPITALISING RESERVES

130 Capitalising reserves²

130.1 Subject to anyspecial rights attaching to any class ofshares, theshareholders can pass anordinary resolution to allow the directors to change into capital any sum which:

• is part of any of theCompany’s reserves (includingpremiums received when anyshares wereissued, capital redemption reserves or other undistributablereserves); or

• theCompany is holding as undistributed profits.

130.2 Unless theordinary resolution states otherwise the directors will use the sum which is changed into capital for theOrdinary Shareholders on theRegister at 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 fullshares of theCompany and toallot suchshares and distribute them to holders ofOrdinary Shares as bonusshares in proportion to their holdings ofOrdinary Shares at the time or, in connection with any arrangements and proposed transactions described in a circular to theshareholders, in such proportions as the directors determine to give effect to such arrangements and proposed transactions set out in that circular and to any valid elections made or deemed to be made byshareholders in respect of any of the arrangements or proposed transactions set out in the relevant circular. Thesharesto be allotted and distributed can beOrdinary Shares or, if therights of other existingshares allow this,shares of some other class or of multiple classes.

130.3 The directors may generally do all acts and things required to give effect to anordinary resolutionpassed byshareholders for the purposes of this Article 130. In particular, if any difficulty arises in operating this Article, the directors can, subject to theCompanies Act 2006 and 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

²  Changes to Article 130 to be made pursuant to resolution 2 sub-paragraph 1(ii) proposed at the General Meeting of the Company on 28 January 2013, with effect from immediately prior to the commencement of the First Court Hearing.

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fractions of ashare belongs to theCompany, or authorise their sale to any person, or that fractions of ashare are ignored or deal with fractions of ashare in some other way.

130.4 The directors can appoint any person to sign any contract with theCompany on behalf of those who are entitled toshares under the resolution. Such a contract is binding on all concerned.

SCRIP DIVIDENDS

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

131.1 The directors can offerOrdinary Shareholders the right to choose to receive extraOrdinary Shares, which are credited asfully-paid shares instead of some or all of their cash dividend. Before they can do this, theshareholders must have passed anordinary resolution authorising the directors to make this offer.

131.2 Theordinary resolution can apply to a particular dividend or dividends (whetherdeclared or 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 resolution is 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 theseArticles are adopted and at, or prior to, the next AnnualGeneral Meeting.

131.3 The directors can offerOrdinary Shareholders or personsautomatically entitled by operation of law the right to request newOrdinary Shares instead of cash for:

• the next dividend proposed to be paid; or

• in respect of that dividend or all future dividends (ifshares are made available as an alternative to a cash dividend), until they tell theCompany that 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 Shareholders to choose between these alternatives.

131.4 AnOrdinary Shareholder opting for newshares is entitled toOrdinary Shares whose totalrelevant value is 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 value of anOrdinary Share is a value calculated in the manner set out in theordinary resolution or, if theordinary resolution does not set out how therelevant value of anOrdinary Share is to be calculated, then therelevant value of anOrdinary Share is the average value of theOrdinary Shares for the five dealing days starting from, and including, the day when theshares are first quoted “ex dividend”. This average value is worked out from the average middle market quotations for theOrdinary Shares on theLondon Stock Exchange, as published in its Daily Official List. A certificate or report from theCompany’s auditors as to the amount of therelevant value will be conclusive evidence of that amount.

131.6 After the directors have decided to apply this Article to a dividend, they must notify eligibleOrdinary Shareholders in writing of their right to choose newOrdinary Shares. This

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notice should also set out the procedure by which theOrdinary Shareholders must notify theCompany if they wish to receive newOrdinary Shares. WhereOrdinary Shareholders have already chosen to receive newOrdinary Shares in place of all cash future dividends, if newOrdinary Shares are available, theCompany will not notify them of a right to receive newOrdinary Shares. Instead, theCompany will remind them that they have already chosen to receive newOrdinary Shares and explain to them how to tell theCompany if they wish to start receiving cash dividends again.

131.7 The directors can set a minimum number ofOrdinary Shares in respect of which the right to choose newOrdinary Shares can beexercised. NoOrdinary Shareholder or person who isautomatically entitled to anOrdinary Share by law will 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 Shares with 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 Shares being represented byAmerican Depositary Shares); or

• it would be impractical or unduly onerous to give the right to anyOrdinary Shareholder or 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 Shares in the case of any shareholder who is anApproved Depositary or a nominee for anApproved Depositary. They can do this if the offer orexercise of the right to or by the people on whose behalf theApproved Depositary holds theshares would 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 Depositary holdsshares or 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 Shareholder chooses to receive newOrdinary Shares, no dividend on theOrdinary Shares for which he has chosen to receive newOrdinary Shares (which are called theelected shares), will bedeclared or payable. Instead, newOrdinary Shares will beallotted on the basis set out earlier in this Article. To do this the directors will convert into capital a sum equal to the totalnominal value of the newOrdinary Shares to beallotted. They will use this sum to pay up in full the appropriate number of newOrdinary Shares. These will then beallotted and distributed to the holders of theelected shares as set out above. The sum to be converted into capital can be taken from any amount which is then in anyreserve or fund (including theshare premium account, anycapital redemption reserveand the profit and loss account). Article 130 applies to this process, so far as it is consistent with this Article 131.

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131.11 The newOrdinary Shares rank equally in all respects with the existingfully-paid-upOrdinary Shares at the time the newOrdinary Shares areallotted. The newOrdinary Shares are 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 Regulations or the rules of arelevant system require otherwise, any newOrdinary Shares which anOrdinary Shareholder has chosen to receive instead of some or all of his cash dividend will be:

• shares inuncertificated form if the correspondingelected shares wereuncertificated shares on therecord date for that dividend; and

• shares incertificated form if the correspondingelected shares wereshares incertificated form on therecord date for that dividend.

131.13 The directors can decide that newOrdinary Shares will not be available in place of any cash dividend. They can decide this at any time before newOrdinary Shares areallottedin place of such dividend, whether before or afterOrdinary Shareholders have 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 Acts are kept. These records must explain theCompany’s transactions 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 Acts allow and the directors decide on.

133.2 TheCompany’s officers always have the right to inspect the accounting records.

133.3 Noshareholder (other than ashareholder who is also an officer) has any right to inspect any books or papers of theCompany unless:

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

• the directors authorise him to do so; or

• he is authorised by anordinary resolution to do so.

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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 theCompany or theseArticles, theCompany can send, serve, supply or deliver any offer, notice, information or any other document, including a share certificate, on or to ashareholder:

• personally;

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

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

134.2 TheCompany Communication Provisions have effect,subject to the provisions of Articles 137, 138 and 141, for the purposes of any provisions of theCompanies Acts or theseArticles that 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 Acts requiring 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 theRegister in respect of the share.

135.2 If more than one joint holder gives instructions or notifications to theCompany pursuant to theseArticles then save where theseArticles specifically provide otherwise, theCompany shall 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 theRegister in respect of the share, to the exclusion of the other joint holders. For such purpose, a joint holder having no registered address in theUnited Kingdom and not having supplied an address within theUnited Kingdom for the service of notices may,subject to anyActapplying to theCompany, be disregarded.

135.4 The provisions of this Article shall have effect,subject to theCompanies Acts, in place of theCompany Communications Provisions regarding notices to joint holders.

136 Notices for shareholders with foreign addresses

Subject to theCompanies Acts and any otherAct applying to theCompany, theCompany shall not be required to send offers, notices, information or any other documents to ashareholder who (having no registered address within theUnited Kingdom) has not

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supplied to theCompany a postal address within theUnited Kingdom for 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 theshareholder or left at his registered address.

137.2 If an offer, notice, information or any other document (including a share certificate) is sent or supplied by theCompany in 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 means it 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 to any mandatory provision of theCompanies Actsand any otherAct applying to theCompany, in place of theCompany Communications Provisions relating 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 ashareholder or 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 Kingdom for 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 saidshareholder would 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 anyshareholder in pursuance of theseArticles shall, notwithstanding that suchshareholder be then dead or bankrupt or in liquidation, and whether or not theCompany has notice of his death or bankruptcy or liquidation, be

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deemed to have been duly delivered or sent in respect of any share registered in the name of suchshareholder as sole or first-named joint holder.

138.3 The provisions of this Article shall have effect in place of theCompany Communications Provisions regarding the death or bankruptcy of a holder ofshares in theCompany.

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 Kingdom theCompany is unable to give notice by post in hard copy form of ashareholders’ meeting, such notice shall be deemed to have been given to allshareholders entitled to receive such notice in hard copy form if such notice is advertised in at least one national newspaper and such notice shall be deemed to have been given on the day when the advertisement appears. In any such case, theCompany shall (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 suchshareholders if at least seven days prior to the meeting the posting of notices again becomes practicable.

140 When entitlement to notices stops

140.1 If theCompany sends a notice or other communication to ashareholder on two separate occasions during a 12-month period and each of them is returned undelivered or theCompanyreceives notification that such notice or other communication has not been delivered in each case then thatshareholder will not be entitled to receive notices or other communications from theCompany.

140.2 Ashareholder who 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 theCompany to stop sending any dividend by any means, unless theCompany is also entitled to do so under Article 128.2.

141 Signature or authentication of documents sent electronically

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

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sufficiently authenticated in any manner authorised by theCompany Communications 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.

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 ofshares in 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 theCompany for theCompany to bewound up.

DESTROYING DOCUMENTS

144 Destroying documents

144.1 TheCompany can 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

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

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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’s records relating to the document. Any action of theCompany in 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 theCompany has not been informed that keeping the documents is relevant to any claim.

144.4 For documents relating toshares inuncertificated form, theCompany must 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 theCompany liable 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 TheCompany can,subject to theCompanies Acts, destroy a document earlier than the dates mentioned in Article 144.1 if theCompany makes a permanent record (whether madeelectronically or 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 to the provisions of, and so far as may be permitted by and consistent with, theCompanies Acts, rules made by theUK Listing Authority and local law as applicable, every director,Secretary and officer of theCompany and of eachAssociated Companyof theCompany may beindemnified by theCompany out of its own funds against:

• anyliability incurred by or attaching to him in connection with any negligence, default, breach of duty or breach of trust by him in relation to theCompany or anyAssociated Company of theCompany other than in the case of a director of theCompany or anyAssociated Company:

(i) anyliability to theCompany or anyAssociated Company; and

(ii) anyliability of the kind referred to in Section 234(3) of theCompanies Act 2006; and

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

145.2 Subject to the provisions of, and so far as may be permitted by and consistent with, theCompanies Acts, the rules of theUK Listing Authority and local law as applicable, every director,Secretary and officer of theCompany and of eachAssociated Company of theCompany may beindemnified by theCompany out 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 theCompany or any

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Associated Company of 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 suchliability relates to theCompany’s or any suchAssociated Companies’ activities as trustee of such occupational pension scheme and other than in the case of a director of theCompany or anyAssociated Company anyliability of the kind referred to in Section 235(3) of theCompanies Act 2006; and

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

145.3 Where a director,Secretary or officer isindemnified against anyliability in accordance with this Article 145, suchindemnity shall extend to all costs, charges, losses, expenses andliabilities incurred by him in relation thereto.

145.4 In this ArticleAssociated Company shall have the meaning given by Section 256 of theCompanies Act 2006.

145.5 So far as theCompanies Acts allow, theSecretary and other officers, who are not directors of theCompany or anAssociated Companyof theCompany of theCompanyare exempted from anyliability to theCompany or anyAssociated Company of theCompany where thatliability would be covered by theindemnity in 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 company of theCompany;

• anycompany in which theCompany or itsholding company or any of the predecessors of theCompany or of itsholding company has or had any interest, whether direct or indirect; and

• anycompany which is in any way allied to or associated with theCompany, or anysubsidiary undertaking of theCompany or such othercompany.

146.2 Without limiting Article 145 in any way, the directors can arrange for theCompany to 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

• trustees of any pension fund or employees’ share scheme in which employees of anyRelevant Company are interested.

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

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

• inexercising or omitting toexercise their powers; and/or

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

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• 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 Authority and local law as applicable, theCompany:

• may provide a director,Secretary or officer of theCompany or anyAssociated Company of theCompany with 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 theCompany or anAssociated Company of 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,Secretary or officer to avoid incurring such expenditure.

146.4 The terms set out in Section 205(2) of theCompanies Act 2006 shall apply to any provision of funds or other things done under Article 146.3.

146.5 Subject to the provisions of and so far as may be permitted by theCompanies Acts, rules made by theUK Listing Authority and local law as applicable, theCompany:

• may provide a director,Secretary or officer of theCompany or anyAssociated Company of theCompany with 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 theCompany or anyAssociated Company of theCompany; and

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

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

SHARE WARRANTS

147 Issue of Share Warrants

147.1 TheCompany canissue Share Warrants which state that the bearer of theShare Warrant (“Bearer”) is entitled to theshares specified in theShare Warrant. TheCompany can only do this in a way which is allowed under theCompanies Acts and in Articles 147 to 154.Share Warrants can 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 TheBearer of aShare Warrant is entitled to the number ofshares which are specified in it. Theseshares can be transferred by one person delivering theShare Warrant to another.

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147.3 Subject to Article 147.2, the provisions of theArticles relating to share certificates and transferringshares do not apply toShare Warrants.

147.4 EachShare Warrant must beissued under theSeal.

147.5 The directors can decide on the language and form of, and the number ofsharesrepresented by, eachShare Warrant.Subject totheArticles, the directors can vary the conditions of issue of anyShare Warrant from 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 Warrants on 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 ofshares to which theShare Warrant relates).

148.2 The only people who may deliver a certificate to theCompany are theADR Depositary or any bank oragent which has been appointed by theCompany. For the purposes of Articles 147 to 153, theCompany can treat the deposit of the certificate as though theShare Warrant itself had been deposited at theTransfer Office.

148.3 As long as the certificate is in a form agreed by the directors, theCompany does 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 Warrant will only beissued if ashareholder requests in writing that aShare Warrant isissued for some or all of theshares which 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 ashareholder requests thatShare Warrants areissued in relation tosharesregistered in his name, and there are share certificates in respect of thoseshares, aShare Warrant will only beissued once 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, bearerinstrument duty, taxes, charges, fees, interest and penalties payable in connection with theissue of theShare Warrants. This Article 149.4 applies unless the person requesting theShare Warrant agrees otherwise with theCompany.

150 Replacing Share Warrants

150.1 If aShare Warrant is damaged or defaced, theBearer can request a new one, once he returns the damaged or defacedShare Warrant to the directors at theTransfer Office. Once any payments of the types described in Article 149.4 are made (if any), a newShare Warrant will be issued.

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150.2 If aShare Warrant is said to have been lost, stolen or destroyed, the directors can issue a replacement (although they do not have to do so). The directors can require satisfactory evidence of the loss, theft or destruction, anindemnity, the payment of any exceptional out of pocket expenses, and payments of the types described in Article 149.4 before issuing a replacement.

150.3 TheBearercan ask the directors to cancel his existingShare Warrant and replace it with two (or more)Share Warrants which together represent the same number ofshareswhich the original singleShare Warrant represented. The directors do not have to comply with this request. If they do, theBearer will 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 Warrants are issued.

151 Rights of the Bearer

151.1 TheBearer (or a person who has deposited hisShare Warrant in accordance with Article 151.2 or if the directors so decide, Article 148.2) shall be entitled to the same rights and besubject to the same obligations as those to which he would be entitled or subject if he were the registered holder of theshares to which theShare Warrant relates. This issubject tothe provisions of Articles 147 to 154.

151.2 Where aBearer deposits 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 Meeting provided that suchShare Warrantis deposited at least 48 hours in advance of such meeting. For as long as theShare Warrant remains so deposited, the person who deposited it will have the following rights as if he were the registered holder from the time of deposit of theshares specified in theShare Warrant at 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 aproxy andexercise the other rights of ashareholder at aGeneral Meeting.

151.3 AnyShare Warrant which is deposited in accordance with Article 151.2 must remain deposited until the end of theGeneral Meeting at which the person who deposited theShare Warrant desires to attend or be represented.

151.4 If a person presents aShare Warrant at theTransfer Office, theCompany is entitled to assume that this person is the owner of theShare Warrant. TheCompany can pay dividends or moneys relating to theshares specified in theShare Warrant which 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 anyBearerindividually. Instead, all theCompany need do is advertise the details of thesecurities offer in a leadingUnited Kingdom national daily newspaper (and any other newspapers the directors decide on).

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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 set out in thesecurities offer, he shall have the same right to participate in thesecurities offer as if he were the registered holder of theshares specified in theShare Warrant.

152.3 For the purposes of this Article, asecurities offer means an offer ofshares,securities ordebentures toshareholders or any class ofshareholders, or a proposedissue ofsharespursuant 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 theCompany to contact anyBearer individually. Instead, all theCompany need do is advertise the communication in a leadingUnited Kingdom national 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 TheCompany must communicate with theBearer in a different way, if theLondon Stock Exchange requires this.

154 Issuing shares to which the Share Warrant relates

154.1 TheBearer can ask to be registered as ashareholder (or that another person be so registered) in respect of all or any of theshares specified 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 suchshares to be registered.

154.2 TheCompany will comply with a request made in accordance with Article 154.1 only upon the payment (or reimbursement) by theBearer of all and any stamp duties, stamp duty reserve tax, bearerinstrument duty, taxes, charges, fees, interest and penalties payable in connection with theissue of theshares. TheCompany may, however, agree that any such taxes or costs do not have to be paid by theBearer.

154.3 If theCompany complies 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 amember in theRegister in respect of theshares specified in the declaration and to receive a share certificate for them. The time limit for theCompany to 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 theshares to which theShare Warrant relates, a newShare Warrant for the remainingshares will beissued, without charge, to the person who deposited the oldShare Warrant. The newShare Warrant will only beissued upon the cancellation of the oldShare Warrant.

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ADR DEPOSITARY

155 ADR Depositary can appoint proxies

155.1 TheADR Depositary can 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 Depositary thinks fit. Each person appointed in this way is called anAppointed Proxy.

155.2 The appointment must set out the number ofshares in relation to which anAppointed Proxy is appointed. This number is called theAppointed Number. TheAppointed Number of allAppointed Proxies appointed by theADR Depositary, when added together, must not be more than the number ofDepositary Shares (as calculated in Article 155.3).

155.3 The Depositary Sharesattributable to the ADR Depositaryconsist of the total of the number of shares:

• registered in the name of theADR Depositary;

• represented byShare Warrants which have been deposited by theADR Depositary with theCompany in accordance with Article 151; and

• represented byShare Warrants which are set out in a certificate from theADR Depositary accepted by the directors in accordance with Article 148.

156 The ADR Depositary must keep a Proxy Register

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

156.2 TheADR Depositary must let anyone whom the directors nominate inspect theProxy Register during usual business hours on aworking day. TheADR Depositary must also provide, as soon as possible, any information contained in theProxy Register if it is demanded by theCompany or itsagents.

157 Appointed Proxies can only attend General Meetings if properly appointed

AnAppointed Proxy may only attend aGeneral Meeting if he provides theCompanywith evidence in writing of his appointment by theADR Depositary for thatGeneral Meeting. This must be in a form agreed between the directors and theADR Depositary.

158 Rights of Appointed Proxies

Subject to theCompanies Acts and theseArticles and so long as theDepositary Sharesare sufficient to include anAppointed Proxy’s Appointed Number:

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• at aGeneral Meeting which anAppointed Proxy is entitled to attend, he is entitled to the same rights and has the same obligations in relation to hisAppointed Number ofshares as if theADR Depositary was the registered holder of suchshares and he had been validly appointed in accordance with Articles 69 to 71 by theADR Depositary as itsproxy in relation to thoseshares; and

• anAppointed Proxy can himself appoint another person to be hisproxy in relation to hisAppointed Number ofshares, as long as the appointment is made and deposited in accordance with Articles 69 to 71 and, if it is, the provisions of theseArticles will apply to such an appointment as though theAppointed Proxy was the registered holder of suchshares and the appointment was made by him in that capacity.

159 Sending information to an Appointed Proxy

TheCompany can send to anAppointed Proxy at his address in theProxy Register all the same documents which are sent toshareholders.

160 The Company can pay dividends to an Appointed Proxy

TheCompany can pay to anAppointed Proxy at his address in theProxy Register all dividends or other moneys relating to theAppointed Proxy’s Appointed Number ofshares instead of paying this amount to theADR Depositary. If theCompany does this, it will not have any obligation to make this payment to theADR Depositary as well.

161 The Proxy Register may be fixed at a certain date

161.1 In order to determine which persons are entitled asAppointed Proxies to:

• exercise the rights conferred by Article 158;

• receive documents sent pursuant to Article 159; and

• be paid dividends pursuant to Article 160

and theAppointed Number ofshares in respect of which a person is to be treated as having been appointed as anAppointed Proxy for such purpose, theADR Depositarymay determine that theAppointed Proxies who are entitled are the persons entered in theProxy Register at the close of business on a date (aRecord Date) determined by theADR Depositary in consultation with theCompany.

161.2 When aRecord Date is determined for a particular purpose:

• theAppointed Number ofshares in respect of anAppointed Proxy will be treated as the number appearing against his name in theProxy Register as at the close of business on theRecord Date;

• this can be shown by setting out the number ofAmerican Depositary Receiptswhich eachAppointed Proxy holds and stating that the number ofshares can be ascertained by multiplying the said number ofAmerican Depositary Receipts by such number which for the time being is equal to the number ofshares which any oneAmerican Depositary Receipt represents; and

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• changes to entries in theProxy Register after the close of business on theRecord Date will 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 Proxy will be recognised by theCompany as holding any interest inshares upon any trust. Except for recognising the rights given in relation toGeneral Meetings by appointments made byAppointed Proxiespursuant to Article 158, theCompany is entitled to treat any person entered in theProxy Register as anAppointed Proxy as the only person (other than theADR Depositary) who has any interest in theshares in respect of which theAppointed Proxy has 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 (orexercise any other right) in respect of anyshares (for example because the total number ofshares in respect of which appointments are recorded in theProxy Register is more than the number ofDepositary Shares) this question will, if it arises at or in relation to aGeneral Meeting be 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 totheseArticles and the relevantAct orActs, anApproved Depositary can appoint as itsproxy or proxies in relation to anyOrdinary Shares which it holds, anyone it thinks fit and can decide how and on what terms to appoint them. Each appointment must state the number ofOrdinary Shares it relates to and the total number ofOrdinary Shares in respect of which appointments exist at any time must not be more than the total number ofDepositary Shares which are registered in the name of theApproved Depositary or its nominee at that time.

164.2 TheApproved Depositary must keep a register (the Nominated Proxy Register) of each person it has appointed as aNominated Proxy under Article 164.1 and theAppointed Number. The directors will decide what information about eachNominated Proxy is to be recorded in theNominated Proxy Register. Any person authorised by theCompany may inspect theNominated Proxy Register during usual business hours and theApproved

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Depositary will give such person any information which he requests as to the contents of theNominated Proxy Register.

165 Rights of Nominated Proxies

165.1 ANominated Proxy may 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 to theseArticles and the relevantAct orActs, and so long as theApproved Depositary or a nominee of theApproved Depositary holds at least hisAppointed Number ofOrdinary Shares, aNominated Proxy is entitled to attend aGeneral Meetingwhich holders ofOrdinary Shares are entitled to attend, and he is entitled to the samerights, andsubject to the same obligations, in relation to hisAppointed Number ofDepositary Shares as if he had been validly appointed in accordance with Articles 69 to 73 by the registered holder of these shares as itsproxy in relation to those shares.

165.3 ANominated Proxy may appoint another person as hisproxy for hisAppointed NumberofDepositary Shares, as long as the appointment is made and deposited in accordance with Articles 69 to 73, and theseArticles apply to that appointment and to the person so appointed as though thoseDepositary Shares were registered in the name of theNominated Proxy and the appointment was made by him in that capacity. The directors may require such evidence as they think appropriate to decide that such appointment is effective.

165.4 For the purposes of determining who is entitled as aNominated Proxy to exercise the rights conferred by Articles 165.2 and 165.3 and the number ofDepositary Shares in respect of which a person is to be treated as having been appointed as aNominated Proxy for these purposes, theApproved Depositary can decide that theNominated Proxies who are so entitled are the people entered in theNominated Proxy Register at a time and on a date (aRecord Time) agreed between theApproved Depositaryand theCompany.

165.5 When aRecord Time is decided for a particular purpose:-

• aNominated Proxy is to be treated as having been appointed for that purpose for the number ofshares appearing against his name in theNominated Proxy Register as at theRecord Time; and

• changes to entries in theNominated Proxy Register after theRecord Time will be ignored for this purpose.

165.6 Except for recognising the rights given in relation toGeneral Meetings by appointments made byNominated Proxiespursuant to Article 165.3, theCompany is entitled to treat any person entered in theNominated Proxy Register as aNominated Proxy as the only person (other than theApproved Depositary) who has any interest in theDepositary Shares in respect of which theNominated Proxy has been appointed.

165.7 At aGeneral Meeting the chairman of theGeneral Meeting has the final decision as to whether any person has the right to vote orexercise any other right relating to anyDepositary Shares. In any other situation, the directors have the final decision as to whether any person has the right toexercise any right relating to anyDepositary Shares.

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166 Shares subject to the Scheme³

166.1 Terms defined in the circular published on or around 10 December 2013 (the “Circular”) shall have the same meaning in this Article 166.

166.2 Notwithstanding any other provision of theseArticles, anyOrdinary Shares issued (if any) between the Voting Record Time and prior to the Distribution Record Time, shall be issued or shall be deemed to have been issued subject to the terms of the Scheme and the holder or holders of such Ordinary Shares shall be bound by the Scheme accordingly.

166.3 In the event that theScheme is not sanctioned at theFirst Court Hearing or lapses, is withdrawn or does not become effective in accordance with its terms, this Article 166 shall (on the earlier of completion of termination of theVZW Transaction) automatically be, and shall be deemed to be, of no effect and shall be deleted and replaced with the wording “Article 166 has been deleted”; but the validity of anything done under Article 166 before that date shall not otherwise be affected and any actions taken under Article 166 before that date shall be conclusive and not be open to challenge on any grounds whatsoever.

167 Defined terms in Articles 168 to 171 (inclusive)⁴

(A) General

In Articles 168 to 171 (inclusive), the terms “Business Day”, “Capital Reductions”, “Cash Entitlement”, “First Court Hearing”, “Reduction Court Order”, “Scheme”, “Second Court Hearing”, “Verizon”, “Verizon Consideration Share Entitlement”, “Verizon Consideration Shares” and “VZW Transaction” shall each have the meaning given to them in the circular published on or around 10 December 2013 (the “Circular”); the term “B Shares” shall have the meaning set out in Article 168(A); the term “C Shares” shall have the meaning set out in Article 169(A); the term “Deferred Shares” shall have the meaning set out in Article 170(A); and the term “Deferred B Shares” shall have the meaning set out in Article 171(A).

(B) Deletion of Article 167 when no B Shares, C Shares, Deferred Shares or Deferred B Shares in existence

Article 167 shall remain in force until there are no longer anyB Shares,C Shares,Deferred Shares orDeferred B Shares in existence, notwithstanding any provision in the Articles to the contrary. Thereafter Article 167 shall be, and shall be deemed to be, of no effect and shall be deleted and replaced with the wording “Article 167 has been deleted”.

168 Rights and Restrictions Attached to B Shares

(A) General

The preference B shares in the capital of theCompany (the “B Shares”) shall have the rights, and be subject to the restrictions, attaching toshares set out in theArticles save that, in the event of a conflict between any provision in this Article 168 and any other provision in theArticles, the provisions in this Article 168 shall prevail.

³  Article 166 is to be added pursuant to resolution 2 sub-paragraph 1(i) proposed at the General Meeting of the Company on 28 January 2013, with effect from the passing of resolution 2.

⁴  Articles 167 to 171 (inclusive) to be added pursuant to resolution 2 sub-paragraph 1(ii) proposed at the General Meeting of the Company on 28 January 2013, with effect from immediately prior to the commencement of the First Court Hearing.

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(B) Form of Election

Together with the Circular, holders ofOrdinary Shares in the capital of theCompany who held suchshares in certificated form were sent a form of election (“Form of Election”) relating to theB Shares and theC Shares proposed to be issued by theCompany, as more fully described in the Circular. By way of the Form of Election or, whereOrdinary Shareholders held such shares in uncertificated form, by following the instructions and taking the actions set out in the Circular,Ordinary Shareholders could (subject always to the directors’ determination as described in the Circular as to the number ofB Shares andC Shares to be allotted and issued) make an election, on and subject to the terms set out in the Circular (an “Election”), inter alia, which would result in the issue to them ofB Shares to be cancelled by the Cancellation Time (as defined in Article 168(G)(i) below) (the “Capital Option”).

(C) Income

TheB Shares shall confer no right to participate in the profits of theCompany.

(D) Capital

(i) Except as provided in Article 168(F) below, on a return of capital on winding-up (excluding any intra-group reorganisation on a solvent basis), the holders of theB Shares shall be entitled, in priority to any payment to the holders of every other class of share in the capital of theCompany (except theFixed Rate Shares and theC Shares) but after any payment to the holders ofFixed Rate Shares and pari passu with any payment to the holders ofC Shares,to repayment of an amount equal to the aggregate amount paid up or treated as paid up on the nominal value of each B Shareheld by them.

(ii) On a winding up, the holders of theB Shares shall not be entitled to any further right of participation in the profits or assets of theCompany in excess of that specified in Article 168(D)(i) above. In the event that there is a winding-up to which Article 168(D)(i) applies and the amounts available for payment are insufficient to pay the amounts due on all theBShares in full, the holders of theB Shares shall be entitled to their pro-rata proportion of the amounts to which they would otherwise be entitled.

(iii) The aggregate entitlement of each holder ofB Shares on a winding-up in respect of all theB Shares held by him shall be rounded up to the nearest whole cent.

(iv) The holders of theB Shares shall not be entitled to any further right of participation in the profits or assets of theCompany in their capacity as holders ofB Shares.

(E) Attendance and voting at General Meetings

(i) The holders of theB Shares shall not be entitled, in their capacity as holders of suchB Shares, to receive notice of anyGeneral Meeting of theCompany nor to attend, speak or vote at any suchGeneral Meeting unless the business of the meeting includes the consideration of a resolution for the winding-up of theCompany (excluding any intra group reorganisation on a solvent basis), in which case the holders of theB Shares shall have the right to attend theGeneral Meeting and shall be entitled to speak and vote only on any such resolution.

(ii) If the holders of theB Shares are entitled to vote at aGeneral Meeting of theCompanyin their capacity as holders of suchB Shares, then, subject to any other provisions of theseArticles, each holder thereof shall be entitled to vote at suchGeneral Meetingwhether on a show of hands or on a poll as provided in the Companies Acts. For this

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purpose, where a proxy is given discretion as to how to vote on a show of hands, this shall be treated as an instruction by the relevant holder ofB Shares to vote in the way in which the proxy elects to exercise that discretion.

(F) Class rights

(i) TheCompany may from time to time create, allot and issue furthershares, whether ranking pari passu with or in priority or subsequent to theB Shares. The creation, allotment or issue of any such furthershares (whether or not ranking in any respect in priority to theB Shares) shall be treated as being in accordance with the rights attaching to theB Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of theB Shares.

(ii) A reduction by theCompany of the capital paid up or credited as paid up on theB Sharesand the cancellation of such shares shall be treated as being in accordance with the rights attaching to theB Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of theB Shares.

(iii) Without prejudice to the generality of the foregoing, theCompany is authorised to reduce (or purchase shares in) its capital of any class or classes and such redemption (or purchase) shall not involve a variation of any rights attaching to theB Shares for any purpose or require the consent of the holders of theB Shares.

(iv) The directors shall be entitled, without the consent of holders ofOrdinary Shares,B Shares,C Shares orDeferred Shares,to make any payments to which the holders ofBSharesmay be entitled in currencies other than US dollars and, in such circumstances, to make arrangements and adjustments in respect of the method of calculation and payment of any of the entitlements of holders ofB Shares under theArticles as the directors consider necessary, fair and reasonable in the circumstances to give effect to the rights attaching to theB Shares. Any such arrangements and adjustments shall not involve a variation of any rights attaching to theB Shares for any purpose.

(G) Cancellation of B Shares

Subject to the Capital Reductions being confirmed by the Court at the Second Court Hearing and to the Reduction Court Order being delivered to (or, if the Court so orders at the Second Court Hearing, registered with) the Registrar of Companies, theCompanyshall cancel theB Shares as follows:

(i) TheB Shares in respect of which a valid Election has been made, or is deemed to have been made, in accordance with the terms described in the Circular and (where applicable) the Form of Election shall be cancelled with effect at such time as the Reduction Court Order is delivered to (or, if the Court has so ordered at the Second Court Hearing, registered with) the Registrar of Companies (the “Cancellation Time”).

(ii) On cancellation of aB Share at the Cancellation Time, theCompany shall become liable to distribute to each holder ofB Shares an amount equal to the Cash Entitlement and the Verizon Consideration Share Entitlement for thatB Share in accordance with the terms described in the Circular. TheCompany’s liability to such holder ofB Shares shall be satisfied by theCompany paying to such holder the Cash Entitlement for each suchB Shareout of the capital available for distribution and by Verizon issuing to such holder the Verizon Share Consideration Entitlement for each such B Share, in each case in accordance with the Scheme.

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(iii) In the absence of bad faith or wilful default, neither theCompany nor any of its directors, officers or employees shall have any liability to any person for any loss or damage arising as a result of the determination of the Cancellation Time in accordance with Article 168(G) (i) above.

(H) Form

TheB Shares shall not be listed or traded on any stock exchange nor shall any share certificates be issued in respect of suchshares. TheB Shares shall not be transferable except with the written consent of the directors.

(I) Reclassification as Deferred B Shares.

In the event thatB Shares are issued pursuant to the terms of the Scheme but the Capital Reductions are not confirmed by the Court at the Second Court Hearing or the Reduction Court Order is not delivered to (or, if the Court so orders at the Second Court Hearing, registered with) the Registrar of Companies within 20 Business Days following the issue of theB Shares (or at such other time as the directors may determine), eachB Share shall immediately thereupon be reclassified as aDeferred B Share and shall be subject to the rights and restrictions described in Article 171.

(J) Deletion of Article 168 when no B Shares in existence

Article 168 shall remain in force until the earlier of (i) if theScheme is not sanctioned at theFirst Court Hearing or lapses, is withdrawn or does not become effective in accordance with its terms, the day immediately following the earlier of completion or termination of theVZW Transaction; or (ii) if theScheme is sanctioned at theFirst Court Hearing and becomes effective in accordance with its terms, the date on which there are no longer anyB Shares in existence, notwithstanding any provision in theArticles to the contrary. Thereafter Article 168 shall be, and shall be deemed to be, of no effect (save to the extent that the provisions of Article 168 are referred to in otherArticles) and shall be deleted and replaced with the wording “Article 168 has been deleted”, and the separate register for the holders ofB Shares shall no longer be required to be maintained by theCompany; but the validity of anything done under Article 168 before that date shall not otherwise be affected and any actions taken under Article 168 before that date shall be conclusive and not be open to challenge on any grounds whatsoever.

169 Rights and Restrictions Attached to C Shares

(A) General

The preference shares of $0.00001 each in the capital of theCompany (the “C Shares”) shall have the rights, and be subject to the restrictions, attaching to shares set out in theArticles save that in the event of a conflict between any provision in this Article 169 and any other provision in theArticles, the provisions in this Article 169 shall prevail.

(B) Form of Election

Together with the Circular, holders ofOrdinary Shares in the capital of theCompany who held suchshares in certificated form were sent a Form of Election relating to theB SharesandC Shares proposed to be issued by theCompany, as more fully described in the Circular. By way of the Form of Election or, whereOrdinary Shareholders held such shares in uncertificated form, by following the instructions and taking the actions set out in the Circular,Ordinary Shareholders could make an Election, on and subject to the terms

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set out in the Circular, inter alia, which would result in the issue to them of C Shares in respect of which the C Share Dividend (as defined in Article 169(C)(i) below) would be paid.

(C) Income

(i) Subject to the provisions of the Scheme, the Companies Acts, and theArticles, out of the profits of theCompany available for distribution, a single dividend for an amount equal to the aggregate of the Cash Entitlement and the Verizon Consideration Share Entitlement for eachC Share (the “C Share Dividend”) shall automatically become distributable (without the need for such dividend to be declared by theCompany, the board or any other person and notwithstanding any provision to the contrary in theseArticles) at the Cancellation Time to holders ofC Shares in respect of which a valid Election to receive the C Share Dividend has been made, or is deemed to have been made, in accordance with the terms described in the Circular and (where applicable) the Form of Election.

(ii) TheCompany’s liability to distribute theC Share Dividend to such holder ofC Sharesshall be satisfied by the Company paying to such holder the Cash Entitlement for each suchC Share and by Verizon issuing to such holder the Verizon Share Consideration Entitlement for each such C Share, in each case in accordance with the Scheme.

(iii) EachC Share in respect of which theC Share Dividend becomes distributable shall immediately upon satisfaction of suchC Share Dividend pursuant to Article 169(C)(ii) above be reclassified as a Deferred Share.

(iv) For the avoidance of doubt, the provisions of Article 128 (Dividends which are not claimed) shall apply to any amounts in respect of theCash Entitlement or other cash payable pursuant to allC Share Dividends on or in respect of anyC Shares which remain unclaimed.

(v) In the absence of fraud or wilful default, neither theCompanynor any of its directors, officers or employees shall have any liability to any person for any loss or damage arising as a result of the determination of the Cancellation Time in accordance with Article 168(G)(i) above.

(D) Capital

(i) Except as provided in Article 169(F) below, on a return of capital on winding-up (excluding any intra-group reorganisation on a solvent basis), the holders of eachC Share shall be entitled, in priority to any payment to the holders of every other class ofsharein the capital of theCompany (except theB Shares and theFixed Rate Shares) but after any payment to the holders of theFixed Rate Shares and pari passu with any payment to the holders ofB Shares, to the aggregate of the amount of the nominal capital paid up or credited as paid up on suchC Share and an amount equal to the difference between the nominal value of a B Share and $0.00001, for eachC Share held by them.

(ii) On a winding up, the holders of theC Shares shall not be entitled to any further right of participation in the profits or assets of theCompany in excess of that specified in Article 169(D)(i) above. In the event that there is a winding-up to which Article 169(D)(i) applies and the amounts available for payment are insufficient to pay the amounts due on all theCShares in full, the holders of theC Shares shall be entitled to their pro-rata proportion of the amounts to which they would otherwise be entitled.

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(iii) The aggregate entitlement of each holder ofC Shares on a winding-up in respect of all theC Shares held by him shall be rounded up to the nearest whole cent.

(iv) The holders of theC Shares shall not be entitled to any further right of participation in the profits or assets of theCompany in their capacity as holders ofC Shares.

(E) Attendance and voting at General Meetings

(i) The holders of theC Shares shall not be entitled, in their capacity as holders of suchC Shares, to receive notice of anyGeneral Meeting of theCompany nor to attend, speak or vote at any suchGeneral Meeting unless the business of the meeting includes the consideration of a resolution for the winding-up of theCompany (excluding any intra-group reorganisation on a solvent basis), in which case the holders of theC Shares shall have the right to attend theGeneral Meeting and shall be entitled to speak and vote only on any such resolution.

(ii) If the holders of theC Shares are entitled to vote at aGeneral Meeting of theCompanyin their capacity as holders of suchC Shares, then, subject to any other provisions of theArticles, each holder thereof shall be entitled to vote at suchGeneral Meeting whether on a show of hands or on a poll as provided in the Companies Acts. For this purpose, where a proxy is given discretion as to how to vote on a show of hands, this shall be treated as an instruction by the relevant holder ofC Shares to vote in the way in which the proxy elects to exercise that discretion.

(F) Class rights

(i) TheCompany may from time to time create, allot and issue furthershares, whether ranking pari passu with or in priority or subsequent to theC Shares. The creation, allotment or issue of any such furthershares (whether or not ranking in any respect in priority to theC Shares) shall be treated as being in accordance with the rights attaching to theC Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of theC Shares.

(ii) A reduction by theCompany of the capital paid up or credited as paid up on theC Sharesand the cancellation of suchshares shall be treated as being in accordance with the rights attaching to theC Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of theC Shares.

(iii) Without prejudice to the generality of the foregoing, theCompany is authorised to reduce (or purchase shares in) its capital of any class or classes and such redemption (or purchase) shall not involve a variation of any rights attaching to theC Shares, for any purpose or require the consent of the holders of theC Shares.

(iv) The directors shall be entitled, without the consent of holders ofOrdinary Shares,B Shares, C Shares orDeferred Shares, to make any payments to which the holders ofCShares may be entitled in currencies other than US dollars and, in such circumstances, to make such arrangements and adjustments in respect of the method of calculation and payment of any of the entitlements of holders ofC Shares under theArticles as the directors consider necessary, fair and reasonable in the circumstances to give effect to the rights attaching to theC Shares. Any such arrangements and adjustments shall not involve a variation of any rights attaching to theC Shares for any purpose.

(G) Form

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TheC Shares shall not be listed or traded on any stock exchange nor shall any share certificates be issued in respect of suchshares. TheC Shares shall not be transferable except with the written consent of the directors.

(H) Reclassification as Deferred Shares

In the event thatC Shares are issued pursuant to the terms of the Scheme but the Capital Reductions are not confirmed by the Court at the Second Court Hearing or the Reduction Court Order is not delivered to (or, if the Court so orders at the Second Court Hearing, registered with) the Registrar of Companies within 20 Business Days following the issue of theC Shares (or at such other time as the directors may determine), eachC Share shall immediately thereupon be reclassified as a Deferred Share.

(I) Deletion of Article 169 when no C Shares in existence

Article 169 shall remain in force until the earlier of (i) if theScheme is not sanctioned at theFirst Court Hearing or lapses, is withdrawn or does not become effective in accordance with its terms, the day immediately following the earlier of completion or termination of theVZW Transaction; or (ii) if theScheme is sanctioned at theFirst Court Hearing and becomes effective in accordance with its terms, the date on which there are no longer anyC Shares in existence, notwithstanding any provision in theArticles to the contrary. Thereafter Article 169 shall be, and shall be deemed to be, of no effect (save to the extent that the provisions of Article 169 are referred to in otherArticles) and shall be deleted and replaced with the wording “Article 169 has been deleted”, and the separate register for the holders ofC Shares shall no longer be required to be maintained by theCompany; but the validity of anything done under Article 169 before that date, and accrued rights in respect of the payment of dividends arising before that date, shall not otherwise be affected and any actions taken under Article 169 before that date shall be conclusive and not be open to challenge on any grounds whatsoever.

170 Rights and Restrictions Attached to Deferred Shares

(A) General

The deferred shares of $0.00001 in the capital of theCompany (the “Deferred Shares”) shall have the rights, and be subject to the restrictions, attaching toshares set out in theArticlessave that in the event of a conflict between any provision in this Article 170 and any other provision in theArticles, the provisions in this Article 170 shall prevail.

(B) Income

TheDeferred Shares shall confer no right to participate in the profits of theCompany.

(C) Capital

On a return of capital on a winding-up (excluding any intra-group reorganisation on a solvent basis), there shall be paid to the holders of theDeferred Shares, pari passu with any payment to the holders ofDeferred B Shares (if any), the nominal capital paid up, or credited as paid up, on suchDeferred Shares after: (i) firstly, paying to the holders of theFixed Rate Shares the amounts they are entitled to receive on a winding-up in accordance with their terms; (ii) secondly, paying to the holders of theB Shares and the holders of theC Shares pari passu as if the same were consolidated as one class, the amounts they are entitled to receive on a winding-up in accordance with their terms; and (ii) thirdly, paying to the holders of theOrdinary Shares the nominal capital paid up or

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credited as paid up on theOrdinary Shares held by them respectively, together with the sum of £100,000,000,000 on eachOrdinary Share. The holders of theDeferred Sharesshall not be entitled to any further right of participation in the assets of theCompany.

(D) Attendance and voting at General Meetings

The holders of theDeferred Shares shall not be entitled, in their capacity as holders of such shares, to receive notice of anyGeneral Meeting of theCompany or to attend, speak or vote at any such meeting.

(E) Class rights

(i) TheCompany may from time to time create, allot and issue furthershares, whether ranking pari passu with or in priority to theDeferred Shares, and on such creation, allotment or issue any such furthershares (whether or not ranking in any respect in priority to theDeferred Shares) shall be treated as being in accordance with the rights attaching to theDeferred Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of theDeferred Shares.

(ii) The reduction by theCompany of the capital paid up on theDeferred Shares shall be in accordance with the rights attaching to theDeferred Shares and shall not involve a variation of such rights for any purpose and theCompany shall be authorised at any time to reduce its capital (in accordance with the Companies Acts) without obtaining the consent of the holders of theDeferred Shares.

(iii) Without prejudice to the foregoing, theCompany is authorised to reduce (or purchase shares in) its capital of any class or classes and such reduction (or purchase) shall not involve a variation of any rights attaching to theDeferred Shares for any purpose or require the consent of the holders of theDeferred Shares.

(F) Form

TheDeferred Shares shall not be listed or traded on any stock exchange nor shall anyshare certificates be issued in respect of such shares. TheDeferred Shares shall not be transferable except in accordance with Article 170(G) below or with the written consent of the directors.

(G) Transfer and purchase

TheCompany may at any time (and from time to time) (subject to the provisions of the Companies Acts) without obtaining the sanction of the holder or holders of theDeferred Shares:

(i) appoint any person to execute on behalf of any holder ofDeferred Shares a transfer of (and/or an agreement to transfer) all or some only of theDeferred Shares to theCompany or to such person as the directors may determine (whether or not an officer of theCompany), in any case for not more than the aggregate amount of US$0.01 for all theDeferred Shares then being transferred, without such person having to account for such sum to the holder or holders of theDeferred Shares; and/or

(ii) cancel all or any of theDeferred Shares purchased or acquired by theCompany in accordance with the Companies Acts.

(H) Deletion of Article 170 when no Deferred Shares in existence

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Article 170 shall remain in force until the earlier of (i) if theScheme is not sanctioned at theFirst Court Hearing or lapses, is withdrawn or does not become effective in accordance with its terms, the day immediately following the earlier of completion or termination of theVZW Transaction; or (ii) if theScheme is sanctioned at theFirst Court Hearing and becomes effective in accordance with its terms, the date on which there are no longer anyDeferred Shares in existence, notwithstanding any provision in the Articles to the contrary. Thereafter Article 170 shall be, and shall be deemed to be, of no effect (save to the extent that the provisions of Article 170 are referred to in otherArticles) and shall be deleted and replaced with the wording ‘‘Article 170 has been deleted’’, and the separate register for the holders ofDeferred Shares shall no longer be required to be maintained by theCompany; but the validity of anything done under Article 170 before that date shall not otherwise be affected and any actions taken under Article 170 before that date shall be conclusive and not be open to challenge on any grounds whatsoever.”

171 Rights and Restrictions Attached to Deferred B Shares

(A) General

The deferred B shares in the capital of theCompany (the “Deferred B Shares”) shall have the rights, and be subject to the restrictions, attaching toshares set out in theArticlessave that in the event of a conflict between any provision in this Article 171 and any other provision in theArticles, the provisions in this Article 171 shall prevail.

(B) Income

TheDeferred B Shares shall confer no right to participate in the profits of theCompany.

(C) Capital

On a return of capital on a winding-up (excluding any intra-group reorganisation on a solvent basis), there shall be paid, pari passu with any payment to the holders ofDeferred Shares (if any), to the holders of theDeferred B Shares the nominal capital paid up, or credited as paid up, on suchDeferred B Shares after: (i) firstly, paying to the holders of theFixed Rate Shares the amounts they are entitled to receive on a winding-up in accordance with their terms; (ii) secondly, paying to the holders of theB Shares and the holders of theC Shares pari passu as if the same were consolidated as one class, the amounts they are entitled to receive on a winding-up in accordance with their terms; and (ii) thirdly, paying to the holders of theOrdinary Shares the nominal capital paid up or credited as paid up on theOrdinary Shares held by them respectively, together with the sum of £100,000,000,000 on eachOrdinary Share. The holders of theDeferred B Shares shall not be entitled to any further right of participation in the assets of theCompany.

(D) Attendance and voting at General Meetings

The holders of theDeferred B Shares shall not be entitled, in their capacity as holders of such shares, to receive notice of anyGeneral Meeting of theCompany or to attend, speak or vote at any such meeting.

(E) Class rights

(i) TheCompany may from time to time create, allot and issue furthershares, whether ranking pari passu with or in priority to theDeferred B Shares, and on such creation, allotment or issue any such furthershares (whether or not ranking in any respect in priority

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to theDeferred B Shares) shall be treated as being in accordance with the rights attaching to theDeferred B Shares and shall not involve a variation of such rights for any purpose or require the consent of the holders of theDeferred B Shares.

(ii) The reduction by theCompany of the capital paid up on theDeferred B Shares shall be in accordance with the rights attaching to theDeferred B Shares and shall not involve a variation of such rights for any purpose and theCompany shall be authorised at any time to reduce its capital (in accordance with the Companies Acts) without obtaining the consent of the holders of theDeferred B Shares.

(iii) Without prejudice to the foregoing, theCompany is authorised to reduce (or purchase shares in) its capital of any class or classes and such reduction (or purchase) shall not involve a variation of any rights attaching to theDeferred B Shares for any purpose or require the consent of the holders of theDeferred B Shares.

(F) Form

TheDeferred B Shares shall not be listed or traded on any stock exchange nor shall anyshare certificates be issued in respect of such shares. TheDeferred B Shares shall not be transferable except in accordance with Article 171(G) below or with the written consent of the directors.

(G) Transfer and purchase

TheCompany may at any time (and from time to time) (subject to the provisions of the Companies Acts) without obtaining the sanction of the holder or holders of theDeferred B Shares:

(i) appoint any person to execute on behalf of any holder ofDeferred B Shares a transfer of (and/or an agreement to transfer) all or some only of theDeferred B Shares to theCompany or to such person as the directors may determine (whether or not an officer of theCompany), in any case for not more than the aggregate amount of US$0.01 for all theDeferred B Shares then being transferred, without such person having to account for such sum to the holder or holders of theDeferred B Shares; and/or

(ii) cancel all or any of theDeferred B Shares purchased or acquired by theCompany in accordance with the Companies Acts.

(H) Deletion of Article 171 when no Deferred B Shares in existence

Article 171 shall remain in force until the earlier of (i) if theScheme is sanctioned and theCapital Reductions are confirmed at theSecond Court Hearing, the date on which theReduction Court Order is delivered to (or, if the Court has so ordered at theSecond Court Hearing, registered with) the Registrar of Companies; (ii) if the Scheme is not sanctioned at theFirst Court Hearing or lapses, is withdrawn or does not become effective in accordance with its terms, the day immediately following the earlier of completion or termination of theVZW Transaction; and (iii) if theScheme is sanctioned at theFirst Court Hearing and becomes effective in accordance with its terms, but theCapital Reductions are not confirmed within [20] Business Days thereof, the date on which there are no longer anyDeferred B Shares in existence, notwithstanding any provision in theArticles to the contrary. Thereafter Article 171 shall be, and shall be deemed to be, of no effect (save to the extent that the provisions of Article 171 are referred to in otherArticles) and shall be deleted and replaced with the wording “Article 171 has been deleted”, and the separate register for the holders ofDeferred B Shares shall no

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longer be required to be maintained by theCompany; but the validity of anything done under Article 171 before that date shall not otherwise be affected and any actions taken under Article 171 before that date shall be conclusive and not be open to challenge on any grounds whatsoever.

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Glossary

About the glossary

This glossary is to help readers understand theCompany’s Articles 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.

abrogate If thespecial rights of ashare areabrogated, they are cancelled or withdrawn.

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

adjourned In 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 andadjourn shall be construed accordingly.

agent A person who has been appointed to act for another person.

allot When newshares areallotted, 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 newshare for any other reason. As soon as ashare isallotted, that person gets the right to have his name put on the register ofshareholders. When he has been registered, theshare has also beenissued.

allottee A person to whom ashare isallotted (seerenunciation).

asset Any property of any description which is of any value to its owner.

attorney An attorney is 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 law In some situations, a person will be entitled to haveshares which are registered in somebody else’s name registered in his own name. Or he can require theshares to be transferred to another person. When ashareholder dies, or the sole survivor of jointshareholders dies, hispersonal representatives have this right. If ashareholderis made bankrupt, histrustee in bankruptcy has the right.

beneficial interest A person on whose behalf or for whose benefit atrustee holdsshares has abeneficial interest in thoseshares.

brokerage Commission which is paid to a broker by acompany issuingshares, where the broker’s clients have applied forshares.

call Acall to pay money which is due onshares which has not yet been paid. This happens if theCompany issues shares which 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 ashare has been paid, theshare is called afully-paidshare.

capital redemption reserve Areserve of funds which acompany may have to set up to ensure that theCompany’s capital base remains the same whenshares areredeemed or bought back. It is equivalent to the amount by which theCompany’s issued share capital is reduced by theredemption or purchase.

casual vacancy A 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

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

charge Seelien and charge.

consolidate Whenshares areconsolidated, they are combined with othershares. For example, every three £1shares might beconsolidated into one new £3share.

cumulative dividends If a dividend which is cumulative cannot be paid in one year because thecompany does not have enough profits to cover the payment, theshareholder has the right to receive the dividend in a future year, when thecompany has enough profits to pay the dividend. Compare this with anon-cumulative dividend.

debenture A typicaldebenture is 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.

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

dividend arrears Anydividend arrears. This includes any dividends onshares withcumulativerights which could not be paid, but which have been carried forward.

documents of title The documents which show that a person owns something.

electronically Any document or information sent or supplied byelectronic means.

executed A document isexecuted when it is signed, authenticated or sealed or made valid in some other way.

exercise When a power isexercised, it is put to use.

forfeit When ashare isforfeited it is taken away from theshareholder and becomes the property of theCompany which can do with it as it likes. This process is called “forfeiture”. This can happen if acall on apartly-paidshare is not paid on time.

fully-paid shares When all of the money which is due to theCompany for ashare has been paid, ashare is called afully-paidshare.

good title If a person hasgood title to ashare, he owns it outright.

holding company Acompany which controls anothercompany (for example by owning a majority of itsshares) is called theholding company of that othercompany. The othercompanyis thesubsidiary of theholding company.

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

in issue Seeissue.

instruments Formal legal documents.

issue When a share has beenissued, everything has been done to make theshareholder the owner of theshare. In particular, theshareholder’s name has been put on theRegister ofshareholders. Existingshares which have beenissued are “in issue”.

liabilities Debts and other obligations.

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

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lien and charge Where theCompany has alien and charge overshares, it can take the dividends, and any other payments relating to theshares which it has a charge over, or it can sell theshares, to repay the debt and so on.

members Areshareholders.

nominal value Thenominal value of theshare. Thenominal value of the US$0.11³/₇ Ordinary Shares is US$0.11³/₇. This value is shown on the share certificate for ashare, if there is one. When theCompany issues newshares this can be for a price which is at apremium to thenominal value. Whenshares are bought and sold on thestock market this can be for more, or less, than thenominal value. Thenominal value is sometimes also called the “par value”.

non-cumulative dividends If a dividend which isnon-cumulative cannot be paid in one year because theCompany does not have enough profits available to cover the payment, theshareholder does not have the right to receive the dividend in a future year. This is the opposite to acumulative dividend.

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

par value Seenominal value.

partly-paid shares If any money remains to be paid on ashare, it is said to bepartly-paid. The unpaid money can be “called” for.personal representatives A 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.

poll Apoll vote is usually a card vote but to the extent permitted by theCompanies Acts may be an electronic vote. On apoll vote, the number of votes which ashareholder has will depend on the number ofshares which he owns. AnOrdinary Shareholder has one vote for eachshare he owns. Apoll vote is different to ashow of hands vote, where each person who is entitled to vote has just one vote, however manyshares he owns.

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

pre-emption rights The right of someshareholders which is given by theCompanies Acts to be offered a proportion of certain classes of newlyissued shares and othersecurities before they are offered to anyone else. This offer must be made on terms which are at least as favourable as the terms offered to anyone else.

premium If theCompany issues a newshare for more than itsnominal value(for example because the market value is more than thenominal value), the amount above thenominal value is thepremium.

proxy Aproxy is a person who is appointed by ashareholder to attend ashareholders’ meetingand vote for thatshareholder. Aproxy is appointed by using aproxy form. Aproxy does not have to be ashareholder. At ashareholders’ meeting aproxy canexercise the rights of theshareholder that appointed him.

proxy form A form which ashareholder uses to appoint aproxy to attend ashareholders’ meeting and vote for him. Theproxy form must be delivered to theCompany before the meeting to which it relates.

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

rank & ranking When either capital or income is distributed toshareholders, it is paid out according to therank (orranking) of theshares. For example, ashare whichranks before (or ahead of) anothershare in sharing in theCompany’s income is entitled to have its dividends paid first, before any dividends are paid onshares whichrank behind (or after) it. If there is not enough income to pay dividends on allshares, the available income must be used first to pay dividends onshares whichrank ahead, and then toshares whichrank behind. The same applies for repayments of capital. Capital must be paid first toshares whichrank ahead in sharing in theCompany’s capital, and then toshares whichrank behind. TheCompany’s Fixed Rate Sharesrank ahead of itsOrdinary Shares. Where certainshares rank equally with othershares, both types ofshares have the same rights as each other.

recognised investment exchange An “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 Exchange is a recognised investment exchange.

redeem and redemption When ashare isredeemed, it is effectively bought back by theCompany in return for a sum of money (the “redemption price”) which was fixed before thesharewasissued. This process is calledredemption. Ashare which can beredeemed is called a “redeemable”share.

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

renunciation Where ashare has beenallotted, but no one has been entered on the share register as the holder of theshare, it can berenounced by theallottee to another person. This transfers the right to be registered as the holder of the share to another person. This process is calledrenunciation.

requisition a meeting A formal process whichshareholders can use to call ashareholders’ meeting. Generally speaking theshareholders who want to call a meeting must hold at least 10 per cent of theissued shares.

reserve fundor reserves A fund which has been set aside in the accounts of acompany. Profits which are not paid out toshareholders as dividends, or used up in some other way, are held in areserve fund by thecompany. Thecapital redemption reserve andshare premium account are alsoreserve funds.

revoke To withdraw, or cancel.

securitiesAllshares, bonds and other investmentinstruments issued by acompany which entitle the holder to ashare in the profits orassets of thatcompany, to receive a cash payment from acompany or to subscribe for such asecurity.

share premium account If a newshare isissued by theCompany for more than itsnominal value (generally because the market value is more than thenominal value) then the amount above thenominal value is thepremium, and the total of thesepremiums is held in areserve fund(which cannot be used to pay dividends) called theshare premium account.

show of hands Ashareholder raises his hand to vote at ashareholders’ meeting (unless there is apoll). Each person who is entitled to vote has just one vote, however manyshares he holds.

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special notice This term is defined inCompanies Acts. Broadly, ifspecial notice of a resolution is required by theCompanies Acts, the resolution is not valid unless theCompany has been told about the intention to propose it at least 28 days before theshareholders’ meeting at 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 resolution A decision reached by a majority of at least 75 per cent of votes cast.

special rights These are therights of a particular class ofshares, as distinct fromrights which apply to allshares generally. Typical examples ofspecial rights are where theshares rank, their rights to sharing in income andassets and voting rights.

statutory declaration A 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.

stock Whenshares have been converted intostock the holder’s interest in theCompany is expressed by reference to a sum of money divided into transferable units. For example, the interest of ashareholder with one hundred £1shares might have been converted into £100 worth ofstock transferable in units of £1 each.

stockholderA holder ofstock.

subject to Where something else has priority, or prevails, or must be taken into account. When a statement issubject to another 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.

subordinate Where a right or interest is subordinated to something else, itranks behind it.

subsidiary This is a term used by theCompanies Act 2006.Acompany which is controlled by anothercompany (for example because the otherCompany owns a majority of itsshares) is called asubsidiary of thatcompany.

subsidiary undertaking This is a term used by theCompanies Acts. It is a wider definition thansubsidiary. Generally speaking it is acompany which is controlled by anothercompany because the othercompany:

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

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

• canexercise dominant influence over thecompany because of anything in theCompany’s Articles, or because of a certain kind of contract.

treasury sharesWhereshares which are held by acompany as treasury shares in line with Sections 724 to 726 of theCompanies Act 2006.

trustees People 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 instruction A properly authenticated instruction sent by means of arelevant system, in line with the rules of therelevant system to a person acting on theCompany’s behalf, on terms decided by the directors.

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

warrant See the definition ofdividend warrant.

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wind up The formal process to put an end to acompany. When acompany iswound up itsassets are distributed. Theassets go first to creditors, and then toshareholders.Shares whichrank first in sharing in theCompany’s assets will receive any funds which are left over before anyshares whichrank after (or behind) them.

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