1.

Interpretation

2.

Model articles or regulations not to apply

3.

Limited liability

4.

Preference shares

5.

Allotment and pre-emption

6.

Power to issue different classes of shares

7.

Rights and restrictions attaching to shares

8.

Variation of rights

9.

Financial assistance for the acquisition of the Company’s shares

10.

Commission

11.

Trusts not recognised

12.

Issue of warrants

13.

Uncertificated shares

14.

Right to certificate

15.

Replacement certificates

16.

Company’s lien on shares not fully paid

17.

Enforcement of lien by sale

18.

Application of proceeds of sale

19.

Calls

20.

Power to differentiate

21.

Interest on calls

22.

Payment in advance

23.

Amounts due on allotment or issue treated as calls

24.

Notice if call not paid

25.

Forfeiture for non-compliance

26.

Notice after forfeiture

27.

Disposal of forfeited shares

28.

Arrears to be paid notwithstanding forfeiture

29.

Surrender

30.

Power of sale

31.

Application of proceeds of sale

32.

Method of transfer

33.

Right to refuse registration

34.

Fees on registration

35.

On death

36.

Election of person entitled by transmission

37.

Rights on transmission

38.

Fractions

39.

Change of Company name

40.

Annual general meetings

41.

Convening of general meetings by the board

42.

Convening of general meetings by requirement of the members

43.

Length and form of notice

44.

Omission to send notice

45.

Postponement of general meetings

46.

Quorum

47.

No business to be transacted unless quorum present

48.

Procedure if quorum not present

49.

Chairman

50.

Right to attend and speak

51.

Power to adjourn

52.

Notice of adjourned meeting

53.

Business at adjourned meeting

54.

General meetings at more than one place

55.

Accommodation of members at meeting

56.

Security

57.

Method of voting

58.

Procedure on a poll

59.

Votes of members

60.

No casting vote

61.

Restriction on voting rights for unpaid calls etc.

62.

Voting by proxy

63.

Appointment of proxy

64.

Validity of actions by proxy or representative of a corporation

65.

Corporate representatives

66.

Objections to and error in voting

67.

Amendments to special resolutions

68.

Amendments to ordinary resolutions

69.

Class meetings

70.

Failure to disclose interests in shares

71.

Number of directors

72.

Directors’ share qualification

73.

Power of the Company to appoint directors

74.

Power of the board to appoint directors

75.

Appointment of executive directors

76.

Eligibility of new directors

77.

Voting on resolution for appointment

78.

Retirement by rotation

79.

Directors subject to retirement

80.

Position of retiring director

81.

Deemed reappointment

82.

No retirement on account of age

83.

Removal by ordinary resolution

84.

Vacation of office by director

85.

Appointment

86.

Revocation of appointment

87.

Participation in board meetings

88.

Responsibility

89.

Directors’ fees

90.

Additional remuneration

91.

Expenses

92.

Remuneration and expenses of alternate directors

93.

Directors’ pensions and other benefits

94.

Remuneration of executive directors

95.

Powers of the board

96.

Powers of directors being less than minimum required number

97.

Powers of executive directors

98.

Delegation to committees and certain subsidiaries

99.

Attorneys and Agents

100.

Execution of certain instruments

101.

Loans to directors

102.

Associate directors

103.

Exercise of voting powers

104.

Provision for employees

105.

Registers

106.

Borrowing powers

107.

Register of charges

108.

Directors’ interests

109.

Board meetings

110.

Notice of board meetings

55

111.

Quorum

56

112.

Chairman of board

56

113.

Voting

56

114.

Participation by telephone

56

115.

Resolution in writing

57

116.

Proceedings of committees

57

117.

Records of proceedings

57

118.

Validity of proceedings of board or committee

58

119.

Secretary

58

120.

Authentication of documents

58

121.

Safe custody

59

122.

Application of seals

59

123.

Declaration of dividends

59

124.

Interim and other dividends

59

125.

Entitlement to dividends

60

126.

Method of payment

60

127.

Dividends not to bear interest

62

128.

Calls or debts may be deducted from dividends etc.

62

129.

Unclaimed dividends etc.

62

130.

Uncashed dividends

62

131.

Payment of dividends in specie

62

132.

Payment of scrip dividends

63

133.

Board powers to carry profits to reserve and to carry forward profits

65

134.

Capitalisation of profits

66

135.

Record dates

67

136.

Keeping and inspection of accounts

67

137.

Accounts to be sent to members etc.

67

138.

Appointment of auditors

68

139.

Form of notices and communications by the Company

68

140.

Notice by advertisement

68

141.

Deemed delivery of notices, documents and information

68

142.

Notice binding on transferees etc.

69

143.

Notice in case of joint holders and entitlement by transmission

69

144.

Members not entitled to notices, documents and information

70

145.

Destruction of documents

70

146.

Winding up

71

147.

Indemnity of officers, funding directors’ defence costs and power to purchase insurance

71

INTERPRETATION

Unless the context otherwise requires, words and expressions to which a particular meaning is given by the Act, as in force when the articles are adopted, shall have the same meaning in the articles, except where the word or expression is otherwise defined in the articles.

All references in the articles to the giving of instructions by means of a relevant system shall be deemed to relate to a properly authenticated dematerialised instruction given in accordance with the Uncertificated Securities Regulations. The giving of such instructions shall be subject to:

the facilities and requirements of the relevant system;

the Uncertificated Securities Regulations; and

the extent to which such instructions are permitted by or practicable under the rules and practices from time to time of the Operator of the relevant system.

Where an ordinary resolution of the Company is expressed to be required for any purpose, a special resolution is also effective for that purpose.

References to a “ meeting ” shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person.

A member is “ present ” at a meeting if the member (being an individual) attends in person or if the member (being a corporation) attends by its duly authorised representative, who attends in person, or if the member attends by his or its duly appointed proxy, who attends in person.

The ejusdem generis principle of construction shall not apply. Accordingly, general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words.

The headings in the articles do not affect the interpretation of the articles.

References to a “ debenture ” include debenture stock.

References to any statutory provision or statute include all modifications thereto and all re-enactments thereof (with or without modification) and all subordinate legislation made thereunder in each case for the time being in force. This article does not affect the interpretation of article 1.2.

MODEL ARTICLES OR REGULATIONS NOT TO APPLY

LIMITED LIABILITY

PREFERENCE SHARES

Issue

Distributions

Non-payment of dividends

If, on any date (the “ dividend payment date ”), a preference dividend is to be paid but the board considers that distributable profits of the Company available for distribution are insufficient (after payment in full, or the setting aside of a sum to enable the payment in full, of dividends expressed to be payable on the relevant dividend payment date on any class of shares in the capital of the Company ranking pari passu with or in priority to the relevant series of preference shares as regards participation in the profits of Company, and after payment in full, or the setting aside of a sum to enable the payment in full, of all dividends expressed to be payable on a date earlier than the relevant dividend payment date on any class of shares in the capital of the Company that ranks pari passu with or in priority to the relevant series of preference shares in such regard and carries cumulative rights to dividends), then (subject to article 4.3.2) preference dividends shall be paid to the extent of the distributable profits on a pro rata basis so that:

the aggregate amount of preference dividends payable on the relevant series of preference shares; and

the aggregate amount of all dividends which are payable on such date on each other class of shares whose rights state that they rank equally with the relevant series of preference shares with respect to sharing in profits; and

the aggregate amount of dividends paid or set aside for payment on such date on each other class of shares ranking pari passu with the relevant series of preference shares in such regard and carrying cumulative rights to dividends, on which dividends were expressed to be payable before such date,

expressed to be payable in aggregate on the relevant series of preference shares on such date;

expressed to be payable in aggregate on each such other pari passu ranking class of shares on which dividends are expressed to be payable on such date; and

paid, or set aside for payment of, in aggregate on each such other pari passu ranking class of shares carrying cumulative rights to dividends in respect of dividends expressed to be payable before such date,

If it turns out that any such preference dividend should not have been paid, either in whole or in part, as set out in article 4.3.1, then provided the board has acted in good faith, neither it (nor any director) nor the Company shall incur any liability for any loss which any shareholder may suffer in consequence of such payment having been made.

Notwithstanding article 4.3.1, on any dividend payment date, the board may, at its discretion, determine that the preference dividend which would otherwise be payable may either not be payable at all or only payable in part.

If a preference dividend on any preference share of any series is not paid, or is paid only in part, pursuant to article 4.3.1 or 4.3.3, the holders of those preference shares who did not receive a preference dividend in whole or in part shall have no claim in respect of such non-payment or non-payment in part, as applicable. The Company shall have no obligation to pay the preference dividend accrued for the relevant dividend period or to pay interest thereon, whether or not preference dividends are paid on any preference shares of any series for any future dividend period.

If the board considers that paying all or any part of any preference dividend on any preference shares of any series would result in a breach of the capital adequacy requirements of the Financial Services Authority which apply to the Company and/or any of its subsidiaries, none of the part of that preference dividend which would result in a breach of the capital adequacy requirements of the Financial Services Authority will be paid, unless the Financial Services Authority otherwise agrees.

If, in respect of preference shares of any series, any preference dividend is not paid in full on a dividend payment date (the “ relevant dividend payment date ”) (or a sum is not set aside to provide for its payment in full), the dividend restriction shall apply. The “dividend restriction” means that neither the Company nor Barclays Bank PLC may (a) pay a dividend (other than payment by the Company of a final dividend declared by its shareholders prior to the relevant dividend payment date, or a dividend paid by Barclays Bank PLC to the Company or to another wholly-owned subsidiary of the Company)

on any of their respective ordinary shares, other preference shares or other share capital ranking pari passu with or junior to the relevant series of preference shares in respect to dividend payments and rights in liquidation or (b) redeem, purchase, reduce or otherwise acquire any of their respective ordinary shares, preference shares or other share capital, other than shares of Barclays Bank PLC held by the Company or by a wholly-owned subsidiary of the Company (or set aside any sum or establish any sinking fund for the redemption, purchase or other acquisition thereof), until the earlier of (1) the dividend payment date on which the Company next pays (or sets aside a sum to provide for the payment of) a preference dividend in full on the relevant series of preference shares and (2) the date on or by which all of the preference shares of the relevant series of preference shares are either redeemed in full or purchased by or for the account of the Company, in each case in accordance with these articles and the terms of preference shares of the relevant series of preference shares.

Rights on a winding-up etc.

the amount paid up or treated as paid up in respect of the nominal value of the preference share;

any premium which was paid or treated as paid when the preference share was issued;

the preference dividend accrued thereon for the then current dividend period to the date of the commencement of the winding-up or other such return of capital; and

an amount equal to any dividend that has been resolved to be paid on or after the date of commencement of the winding-up or return of capital but which is payable in respect of a dividend period ending on or before such date.

Redemption

the Company may, subject to the Act, to these articles and to giving one month’s prior written notice to the UKLA (if required), redeem all or some only of any series of preference shares on the relevant redemption date and on any dividend payment date thereafter. The expression “redemption date” means, in relation to any series of preference shares, any date which falls not less than five years after the date (the “ issue date ”) when such series of preference shares was first issued;

subject as mentioned in article 4.5.1, there shall be paid on each preference share so redeemed, in whatever currency the board decides prior to the allotment of the relevant series thereof, the aggregate of the nominal amount thereof, any premium credited as paid up upon such preference share and the preference dividend accrued thereon for the then current dividend period to the date fixed for redemption but only to the extent that any such amount was, or would have been, payable as a cash dividend in accordance with or pursuant to article 4.2 and article 4.3;

redemption is effected by giving to the holders of the preference shares to be redeemed not less than 30 nor more than 60 days’ notice (a “ redemption notice ”). The redemption notice shall state:

the particular series of preference shares to be redeemed;

the applicable redemption date;

the redemption price (specifying details of the amount of any preference dividend accrued and unpaid to be included therein and stating that preference dividends on the preference shares to be redeemed will cease to accrue on redemption);

the place or places at which documents of title in respect of such preference shares are to be presented and surrendered for redemption; and

the procedures for redeeming registered and bearer preference shares.

the provisions of this article and the following articles 4.5.5 to 4.5.14 shall have effect in relation to preference shares of any series for the time being issued and outstanding in registered form (“ registered preference shares ”) and represented by certificates (“ certificates ”) and in relation to preference shares of any series which are for the time being issued and outstanding in bearer form (“ bearer preference shares ”) and represented by share warrants (“ warrants ”);

payment in respect of the amount due on redemption of a registered preference share shall be made (a) in the case of euro preference shares by euro cheque drawn on a branch of a bank in London or the Euro-zone (as the case may be); (b) in the case of dollar preference shares by dollar cheque drawn on a branch of a bank in London or New York (as the case may be); (c) in the case of sterling preference shares by pounds sterling cheque drawn on a branch of a bank in London; and (d) in the case of yen preference shares by yen cheque drawn on a branch of a bank in London or Tokyo (as the case may be) or, upon the request of the holder or joint holders not later than the date specified for the purpose in the notice of redemption, by transfer to (a) in the case of euro preference shares, a euro account maintained by the payee with a branch of a bank in London or the Euro-zone (as the case may be); (b) in the case of dollar preference shares, a dollar account maintained by the payee with a branch of a bank in London or New York (as the case may be); (c) in the case of sterling preference shares, a pounds sterling account maintained by the payee with a branch of a bank in London; and (d) in the case of yen preference shares, a yen account maintained by the payee with a branch of a bank in London or Tokyo (as the case may be). Such payment will be made against presentation and surrender of the relative certificate at the place or one of the places specified in the redemption notice;

payment in respect of the amount due on redemption of a bearer preference share shall be made (a) in the case of euro preference shares by euro cheque drawn on a branch of a bank in London or the Euro-zone (as the case may be); (b) in the case of dollar preference shares by dollar cheque drawn on a branch of a bank in London or New York (as the case may be); (c) in the case of sterling preference shares by pounds sterling cheque drawn on a branch of a bank in London; and (d) in the case of yen preference shares by yen cheque drawn on a branch of a bank in London or Tokyo (as the case may be) or, upon the request of the holder not later than the date specified for the purpose in the notice of redemption, by transfer (a) in the case of euro preference shares to a euro account maintained by the payee with a branch of a bank in London or the Euro-zone (as the case may be); (b) in the case of dollar preference shares to a dollar account maintained by the payee with a branch of a bank in London or New York (as the case may be); (c) in the case of sterling preference shares to a pounds sterling account maintained by the payee with a branch of a bank in London; and (d) in the case of yen preference shares, a yen account maintained by the payee with a branch of a bank in London or Tokyo (as the case may be). Such payment will be made against presentation and surrender of the relative warrant at the place or one of the places specified in the redemption notice. Upon the relevant redemption date all unmatured dividend coupons (if any), and any talon for additional dividend coupons, appertaining thereto (whether or not attached) shall become void and no payment will be made in respect thereof;

all payments in respect of redemption moneys will in all respects be subject to any applicable fiscal or other laws and other regulations;

as from the relevant redemption date the dividend on the preference shares due for redemption shall cease to accrue except on any such preference share in respect of which, upon the due surrender of the certificate or, as the case may be, the warrant therefore in accordance with article 4.5.5 or, as the case may be, article 4.5.6 above, payment of the redemption moneys due on such redemption date shall be improperly withheld or refused in which case the said dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant redemption date to the date of payment of such redemption moneys. Such preference shares shall not be treated as having been redeemed until the redemption moneys in question, together with the accrued dividend thereon, shall have been paid;

if the due date for the payment of the redemption moneys on any euro preference share is not a day (other than a Saturday or Sunday) on which (1) banks in London are open for business (2) foreign exchange dealings may be conducted in euro and (3) the Trans-European Automated Real Time Gross Settlement Express Transfer System (TARGET2) (or any successor thereto determined by the Company) is open (a “ euro business day ”), then payment of such moneys will be made on the next succeeding day which is a euro business day (and without any interest or other payment in respect of such delay);

if the due date for the payment of the redemption moneys on any dollar preference share is not a day (other than a Saturday or Sunday) on which (1) banks in New York or London are open for business or (2) foreign exchange dealings may be conducted in dollars (a “ dollar business day ”), then payment of such moneys will be made on the next succeeding day which is a dollar business day (and without any interest or other payment in respect of such delay);

if the due date for the payment of the redemption moneys on any sterling preference share is not a day (other than a Saturday or Sunday) on which banks in London are open for business (a “ London business day ”), then payment of such moneys will be made on the next succeeding day which is a London business day (and without any interest or other payment in respect of such delay);

if the due date for the payment of the redemption moneys on any yen preference share is not a day (other than a Saturday or Sunday) on which (1) banks in Tokyo or London are open for business or (2) foreign exchange dealings may be conducted in yen (a “ Tokyo business day ”), then payment of such moneys will be made on the next succeeding day which is a Tokyo business day (and without any interest or other payment in respect of such delay);

the receipt of the holder for the time being of any registered preference share (or in the case of joint holders the receipt of any of them) and the receipt of the person delivering any warrant to the place or one of the places specified in accordance with article 4.5.3, in respect of the moneys payable on redemption of the registered preference share or, as the case may be, the bearer preference share, shall constitute an absolute discharge to the Company; and

upon the redemption or purchase of any class of preference shares the Company may, if determined by the board, convert the unissued preference shares existing as a result of such redemption or purchase into shares of any other class of share capital into which the authorised share capital of the Company is or may at any time be divided of the same nominal amount and denominated in the same currency as such class of preference shares or into unclassified shares of the same nominal amount and in the same currency as such class of preference shares.

Purchases

Form of Transfer

Title to any preference share represented by a share warrant to bearer will pass by delivery of the relevant bearer preference share warrants. Title to any preference share in registered form will pass by transfer and registration on the register for such preference shares.

The bearer of any share warrant for any preference share and the persons (if any) in whose names any preference shares are for the time being registered, shall (to the fullest extent permitted by applicable law) be deemed to be, and shall be treated as, the holders and absolute owners of the relevant preference shares for the purpose of receiving payment in respect thereof and for all other purposes (notwithstanding any notice of ownership or writing thereon or any notice of previous loss or theft thereof or any trust or other interest therein), whether or not any payment in respect of the preference shares shall be overdue.

Each exchange or registration of transfer of preference shares in registered form will, subject to and in accordance with these articles, be effected by entry on the register for such preference shares kept by the Company’s registrar at its office in the United Kingdom. No fee shall be charged on the registration of any instrument of transfer or other instrument relating to or affecting the title to the preference shares, but the person requesting such registration will be required to pay any related taxes, stamp duties or other governmental charges.

Upon presentation to the Company’s registrar at its office in the United Kingdom, a bearer preference share warrant may be exchanged for the relevant preference share in registered form, in which event the holder of the bearer preference share warrant will be registered as a holder of the preference shares in the register of members of the Company and will receive a certificate made out in such holder’s name. The exchange of preference shares

represented by a bearer preference share warrant for preference shares in registered form will also be subject to applicable UK tax laws and regulations in effect at the time of the exchange. No exchange will be made unless any resulting taxes, stamp duties or other governmental charges have been paid to the Company. Preference shares in registered form will not be exchangeable, in whole or in part, for preference shares represented by a share warrant to bearer.

Voting at general meetings of the Company

Variations of rights and further issues

The Company may at any time or from time to time, without the consent or sanction of the holders of preference shares of any series, create and issue further preference shares or other share capital (“ further shares ”) of one or more series ranking as regards participation in the profits and assets of the Company pari passu with, or junior to, the preference shares, but not (other than on a redemption or purchase by the Company of any such shares, or a reduction of share capital, permitted by these articles and under applicable law) in priority thereto unless the holders of each class of preference shares to which such shares are to rank in priority have so sanctioned or consented thereto in accordance with article 8, and so that, save as aforesaid, the further shares of any series may either carry rights identical in all respects (except as regards the date from which such shares rank for dividend) with the preference shares of any series or carry rights differing therefrom in any respect including, but without limitation, in that:

the rate and/or basis of calculating dividends may differ and the dividend may be cumulative or non-cumulative;

such shares may rank for dividends as from such date as may be provided by the terms of issue thereof and the dates for payment of dividend may differ;

such shares may be denominated in any currency or, if permitted by law, any basket of currencies;

a premium may be payable on return of capital or there may be no such premium;

such shares may be redeemable at the option of the Company or may be non-redeemable;

different or no restrictions may apply in the event a dividend is not paid on such shares on a scheduled dividend payment date therefor; and

such shares may be convertible into ordinary shares or any other class of shares ranking as regards participation in the profits and assets of

the Company pari passu with or junior to any class of the sterling preference shares, dollar preference shares, euro preference shares or yen preference shares,

Subject to legislation in force at the relevant time, a series of preference shares shall have such rights to share in the profits and assets of the Company and such other rights as the board shall decide to give it before the preference shares of that series are first allotted but any such decision shall be without prejudice to any preference shares then in issue and no such decision shall vary or abrogate all or any of the rights, preferences, privileges, limitations or restrictions attaching to those preference shares then in issue without such consent to the variation or abrogation as is required by these articles.

Substitution

Other Terms

Definitions

“ dividend period ” means the period from and including a dividend payment date (or the issue date) to but not including the next succeeding dividend payment date;

“ dollar preference shares ” means the preference shares of US$0.25 each in the capital of the Company referred to in article 4 or, as the case may require, the number thereof for the time being in issue and the preference shares of US$100 each in the capital of the Company referred to in article 4 or, as the case may require, the number thereof for the time being in issue;

“ euro preference shares ” means the preference shares of €100 each in the capital of the Company referred to in article 4 or, as the case may require, the number thereof for the time being in issue;

“ Euro-zone ” means the region comprised of member states of the European Union which adopt the Euro in accordance with the Treaty establishing the European Community, as amended;

“ preference shares ” means the dollar preference shares, euro preference shares, sterling preference shares or yen preference shares, as the case may be;

“ sterling preference shares ” means the preference shares of £100 each in the capital of the Company referred to in article 4 or, as the case may require, the number thereof for the time being in issue;

“ yen preference shares ” means the preference shares of ¥10,000 each in the capital of the Company referred to in article 4 or, as the case may require, the number thereof for the time being in issue;

references to “ US$ ”, “ dollars ” and “ cents ” are references to the lawful currency for the time being of the United States of America;

references to “ € ” and “ euro ” are references to the lawful currency of the member states of the European Union that have adopted or adopt the single currency in accordance with the Treaty establishing the European Community, as amended from time to time;

references to “ £ ” and “ sterling ” are references to the lawful currency for the time being of the United Kingdom; and

references to “ yen ”, “ ¥ ” and “ JPY ” are references to the lawful currency of Japan.

ALLOTMENT AND PRE-EMPTION

Subject to the Act and relevant authority given by the Company in general meeting, the board has general and unconditional authority to allot, grant options over, or otherwise dispose of, unissued shares of the Company or rights to subscribe for or convert any security into shares, to such persons, at such times and on such terms as the board may decide, except that no share may be issued at a discount.

The board may at any time after the allotment of a share, but before a person has been entered in the register as the holder of the share, recognise a renunciation of the share by the allottee in favour of another person and may grant to an allottee a right to effect a renunciation on such terms and conditions as the board thinks fit. In this article “allottee” includes a provisional allottee and any person in whose favour an allotment has been previously renounced.

POWER TO ISSUE DIFFERENT CLASSES OF SHARES

Subject to the Act and to the rights attached to existing shares, new shares may be issued with, or have attached to them, such rights or restrictions as either the Company may by ordinary resolution decide, or, if no such resolution is passed or so far as any pertinent resolution does not make specific provision, as the board may decide.

Subject to the Act and to the rights attached to existing shares, shares may be issued on terms that they are to be redeemed or, at the option of the Company or the holder, are liable to be redeemed, and the directors may determine the terms, conditions and manner of redemption of any such shares.

RIGHTS AND RESTRICTIONS ATTACHING TO SHARES

VARIATION OF RIGHTS

Subject to the Act, the rights attached to a class of shares may be varied or abrogated (whether or not the Company is being wound up) either with the consent in writing of the holders of at least three-quarters in nominal value of the issued shares of that class (excluding any share of that class held as treasury shares) or with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of that class validly held in accordance with article 69 and other relevant provisions of the articles.

The rights attached to a class of shares are not, unless otherwise expressly provided for in the rights attaching to those shares, deemed to be varied by the creation, allotment or issue of further shares ranking pari passu with or subsequent to them or by the purchase or redemption by the Company of its own shares in accordance with the Act.

FINANCIAL ASSISTANCE FOR THE ACQUISITION OF THE COMPANY’S SHARES

COMMISSION

TRUSTS NOT RECOGNISED

ISSUE OF WARRANTS

The Company may, with respect to fully paid shares, issue share warrants in hard copy form stating that the bearer is entitled to the shares specified therein, and may provide by coupons or otherwise for the payment of future dividends or other moneys on or in respect of the shares included in such share warrants.

A share warrant shall entitle the bearer thereof to the shares included in it, and the shares may be transferred by the delivery of the hard copy of the share warrant, and the provisions of these articles with respect to transfer and transmission of shares shall not apply thereto. The method or system of sealing (if required) and signature (if any) of warrants shall be as for share certificates under article 14.

The board shall be at liberty to accept a certificate (in such form and from such person as the board may approve) to the effect that a specified person is shown in the records of the person issuing such certificate as being entitled to the shares comprised in a specified share warrant as sufficient evidence of the facts stated in such certificate, and may treat the deposit of such certificate at such place as is specified from time to time by the board as equivalent to the deposit thereat of the share warrant, and may (inter alia) allot to the person named in such certificate any shares to which the bearer of the share warrant referred to in such certificate may be entitled and the right of the allottee to the allotment shall not, after allotment, be questioned by any person.

The board may determine, and from time to time vary, the conditions upon which share warrants shall be issued, and in particular (but without limitation) upon which a new share warrant or coupon will be issued in the place of one worn out, defaced, lost or destroyed (provided that no new share warrant may be issued to replace one that has been lost unless the secretary is satisfied beyond reasonable doubt that the original share warrant has been destroyed), upon which (subject as hereinafter provided) the bearer of a share warrant shall be entitled to attend and vote at meetings of the Company, and upon which a share warrant may be surrendered and the name of the holder entered in the register in respect of the shares therein specified. Subject to such conditions and to these articles, the bearer of a share warrant shall be subject to the conditions for the time being in force relating to share warrants, whether made before or after the issue of such share warrant.

Subject to any conditions for the time being in force relating to share warrants and as otherwise expressly provided in these articles, the bearer of a share warrant may at any time deposit the hard copy of the share warrant at such place as the board may from time to time appoint and so long as the share warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling a meeting of the Company, of giving notice of intention to submit a resolution to a meeting and of attending and voting, appointing a proxy and exercising the other privileges of a member at any meeting held after the expiration of 48 hours from the time of deposit, as if his name was inserted in the register as the holder of the shares included in the deposited share warrant, provided that in the case of a share warrant deposited elsewhere than at any office of the Company the depositor shall have obtained from

the person with whom the same is deposited a certificate of such deposit in such form as the board may require specifying, amongst others, the share warrants and the number of shares included therein, and shall have lodged the same at such first-mentioned place not less than 48 hours before the time of the meeting at which the depositor desires to attend or to be represented. Not more than one person shall be recognised as a depositor of any share warrant. Every share warrant which shall have been so deposited as aforesaid shall remain so deposited until after the closing of the meeting at which the depositor desires to attend or to be represented.

Subject to any conditions for the time being in force relating to share warrants and as otherwise expressly provided in these articles, no person shall, as bearer of a share warrant, be entitled to sign a requisition for calling a meeting of the Company or give notice of intention to submit a resolution to a meeting or attend or vote or appoint a proxy or exercise any other privilege of a member at a meeting of the Company, or be entitled to receive any notices from the Company, but the bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages, and shall be subject to the provisions of these articles, as if he was named in the register as the holder of the shares included in the share warrant, and he shall be deemed to be a member of the Company.

UNCERTIFICATED SHARES

Subject to the Act and to the Uncertificated Securities Regulations, the board has the power to resolve that a class of shares shall become a participating security and/or that a class of shares shall cease to be a participating security.

Uncertificated shares of a class are not to be regarded as forming a separate class from certificated shares of that class.

A member may, in accordance with the Uncertificated Securities Regulations, change a share of a class which is a participating security from a certificated share to an uncertificated share and from an uncertificated share to a certificated share.

The Company may give notice to a member requiring the member to change uncertificated shares to certificated shares by the time stated in the notice. The notice may also state that the member may not change certificated shares to uncertificated shares. If the member does not comply with the notice, the board may authorise a person to change the uncertificated shares to certificated shares in the name and on behalf of the member.

While a class of shares is a participating security, the articles only apply to an uncertificated share of that class to the extent that they are consistent with:

the holding of shares of that class in uncertificated form;

the transfer of title to shares of that class by means of a relevant system; and

the Uncertificated Securities Regulations.

RIGHT TO CERTIFICATE

A person (except a person to whom the Company is not required by law to issue a certificate) whose name is entered in the register as a holder of a certificated share is entitled, without charge, to receive within two months of allotment or lodgement with the Company of a transfer to him of those shares or within two months after the relevant Operator instruction is received by the Company (or within any other period as the terms of issue of the shares provide) one certificate for all the certificated shares of a class registered in his name or, in the case of certificated shares of more than one class being registered in his name, to a separate certificate for each class of shares.

Where a member transfers part of his shares comprised in a certificate he is entitled, without charge, to one certificate for the balance of certificated shares retained by him.

Delivery of a certificate to the broker or agent acting in regard to the purchase or transfer of shares to which it relates shall be sufficient delivery to the purchaser or the transferee as the case may be. Every certificate despatched by the Company shall be sent at the risk of the person entitled thereto.

The Company is not bound to issue more than one certificate for certificated shares held jointly by two or more persons and delivery of a certificate to one joint holder is sufficient delivery to all joint holders.

A certificate shall specify the number and class and the distinguishing numbers (if any) of the shares in respect of which it is issued and the amount paid up on the shares and shall otherwise comply with the requirements of the UKLA. It shall be issued under the seal, which may be affixed to or printed on it, or in such other manner as the board may approve, or signed by a director and the secretary or by two directors, having regard to the terms of allotment or issue of the shares. No certificate shall be issued representing shares of more than one class.

REPLACEMENT CERTIFICATES

Where a member holds two or more certificates for shares of one class, the board may at his request, on surrender of the original certificates, cancel the certificates and issue a single replacement certificate for certificated shares of that class, subject, if the board so requires, to payment of the reasonable out of pocket expenses of the Company in providing the replacement certificate.

At the request of a member, the board may cancel a certificate and issue two or more in its place (representing certificated shares in such proportions as the member may specify), on surrender of the original certificate and on payment of such reasonable sum as the secretary may decide.

Where a certificate is damaged, defaced or worn out, the board may require the certificate to be delivered to it before issuing a replacement and cancelling the original. If a certificate is lost or destroyed, the board may cancel it and issue a

replacement certificate on such terms as to provision of evidence and indemnity and to payment of any exceptional out-of-pocket expenses incurred by the Company in connection with the request as the secretary may think fit but without any further or other charge.

COMPANY’S LIEN ON SHARES NOT FULLY PAID

The Company has a first and paramount lien on all partly paid shares for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share. The Company also has a first and paramount lien on all partly paid shares standing registered in the name of a single member for all the debts and liabilities of such member or his estate to the Company. Such liens of the Company apply whether before or after notice is given to the Company of any equitable or other interest of any person other than the holder or holders of such share, whether the time for payment or discharge of the same has arrived or not and notwithstanding that the same are joint debts or liabilities of such holder or his estate and any other person whether a member of the Company or not. The Company’s lien, if any, on a share shall extend to all dividends or other moneys payable thereon or in respect thereof.

The board may either generally or in a particular case declare a share to be wholly or partly exempt from the provisions of this article. Unless otherwise agreed with the transferee, the registration of a transfer of a share operates as a waiver of the Company’s lien (if any) on that share.

ENFORCEMENT OF LIEN BY SALE

For the purpose of enforcing the lien referred to in article 16, the board may sell shares subject to the lien in such manner as it may decide provided that:

the due date for payment of the relevant amounts has arrived; and

the board has served a written notice on the member concerned (or on any person entitled by transmission to the shares) stating the amounts due, demanding payment thereof and giving notice that if payment has not been made within 14 clear days after the service of the notice that the Company intends to sell the shares.

To give effect to a sale, the board may authorise a person to transfer the shares in the name and on behalf of the holder (or any person entitled by transmission to the shares), or to cause the transfer of such shares, to the purchaser or his nominee. The purchaser is not bound to see to the application of the purchase money and the title of the transferee is not affected by an irregularity in or invalidity of the proceedings connected with the sale.

APPLICATION OF PROCEEDS OF SALE

CALLS

POWER TO DIFFERENTIATE

INTEREST ON CALLS

PAYMENT IN ADVANCE

AMOUNTS DUE ON ALLOTMENT OR ISSUE TREATED AS CALLS

NOTICE IF CALL NOT PAID

the place where payment is to be made; and

that if the notice is not complied with the share in respect of which the call was made will be liable to be forfeited.

FORFEITURE FOR NON-COMPLIANCE

NOTICE AFTER FORFEITURE

DISPOSAL OF FORFEITED SHARES

A forfeited share and all rights attaching to it shall become the property of the Company and may be sold, re-allotted or otherwise disposed of, either to the person who was before such forfeiture the holder thereof or to another person, on such terms and in such manner as the board may decide. The board may, if necessary, authorise a person to transfer a forfeited share to a new holder. The Company may receive the consideration (if any) for the share on its disposal and may register or cause the registration of the transferee as the holder of the share.

The board may before a forfeited share has been sold, re-allotted or otherwise disposed of annul the forfeiture on such conditions as it thinks fit.

A statutory declaration that the declarant is a director or the secretary and that a share has been forfeited or sold to satisfy a lien of the Company on the date stated in the declaration is conclusive evidence of the facts stated in the declaration against all

persons claiming to be entitled to the share. The declaration (subject if necessary to the transfer of the share) constitutes good title to the share and the person to whom the share is sold, re-allotted or disposed of will be registered as the holder of the share and will be discharged from all calls, interest and expenses (if any) in connection with the share made or incurred prior to such sale, re-allotment or disposal and is not bound to see to the application of the consideration (if any). His title to the share is not affected by an irregularity in or invalidity of the proceedings connected with the forfeiture or disposal.

ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE

SURRENDER

POWER OF SALE

Subject to the Uncertificated Securities Regulations, the Company may sell the share of a member or of a person entitled by transmission at the best price reasonably obtainable at the time of sale, if:

during a period of not less than 12 years before the date of publication of the advertisements referred to in article 30.1.3 (or, if published on two different dates, the first date) (the “ relevant period ”) at least three cash dividends (whether interim or final) have become payable in respect of the share;

throughout the relevant period no cheque, warrant or money order payable on the share has been presented by the holder of, or the person entitled by transmission to, the share to the paying bank of the relevant cheque, warrant or money order, no payment made by the Company by any other means permitted by article 126.1 has been claimed or accepted and, so far as any director of the Company at the end of the relevant period is then aware, the Company has not at any time during the relevant period received any communication from the holder of, or person entitled by transmission to, the share;

on expiry of the relevant period the Company has given notice of its intention to sell the share by advertisement in a national newspaper and in a newspaper circulating in the area of the address of the holder of, or person entitled by transmission to, the share shown in the register;

the Company has not, so far as the board is aware, during a further period of three months after the date of the advertisements referred to in article 30.1.3 (or the later advertisement if the advertisements are published on different dates) and before the exercise of the power of sale received a communication from the holder of, or person entitled by transmission to, the share; and

notice in writing shall have been given to the UKLA of its intention so to sell the shares.

Where a power of sale is exercisable over a share pursuant to article 30.1 (a “ Sale Share ”), the Company may at the same time also sell any additional share issued in right of such Sale Share or in right of such an additional share previously so issued provided that the requirements of articles 30.1.2 to 30.1.4 (as if the words “throughout the relevant period” were omitted from article 30.1.2 and the words “on expiry of the relevant period” were omitted from article 30.1.3 of this article) shall have been satisfied in relation to the additional share.

To give effect to a sale pursuant to articles 30.1 or 30.2, the board may authorise a person to transfer the share in the name and on behalf of the holder of, or the person entitled by transmission to, the share, or to cause the transfer of such share, to the purchaser or his nominee and in relation to an uncertificated share may require the Operator to convert the share into certificated form in accordance with the Uncertificated Securities Regulations. The purchaser is not bound to see to the application of the purchase money and the title of the transferee is not affected by an irregularity or invalidity in the proceedings connected with the sale of the share.

APPLICATION OF PROCEEDS OF SALE

METHOD OF TRANSFER

A member may transfer all or any of his certificated shares by instrument of transfer in writing in any usual form or in any other form approved by the secretary, and the instrument shall be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid) by or on behalf of the transferee.

A member may transfer all or any of his uncertificated shares in accordance with the Uncertificated Securities Regulations.

Subject to the provisions of the Uncertificated Securities Regulations, the transferor of a share is deemed to remain the holder of the share until the name of the transferee is entered in the register in respect of it.

RIGHT TO REFUSE REGISTRATION

Subject to this article and article 70, shares of the Company are free from any restriction on transfer. In exceptional circumstances approved by the UKLA, the board may refuse to register a transfer of certificated shares provided that such refusal would not disturb the market in those shares. Subject to the requirements of the listing rules of the UKLA, the board may, in its absolute discretion, refuse to register the transfer of a certificated share which is not fully paid or the transfer of a certificated share on which the Company has a lien.

The board may also, in its absolute discretion, refuse to register the transfer of a certificated share or a renunciation of a renounceable letter of allotment unless all of the following conditions are satisfied:

it is in respect of only one class of shares;

it is in favour of (as the case may be) a single transferee or renouncee or not more than four joint transferees (except in the case of executors or trustees of a member) or renouncees;

it is duly stamped (if required); and

it is delivered for registration to the office or such other place as the secretary may decide, accompanied by the certificate for the shares to which it relates (except in the case of a person to whom the Company is not required by sections 769, 776, 777 or 778 of the Act to issue a certificate, or in the case of a renunciation) and such other evidence as the secretary may reasonably require to prove the title of the transferor or person renouncing and the due execution by him of the transfer or renunciation or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so.

If the board refuses to register the transfer of a certificated share it shall, as soon as practicable and in any event within two months after the date on which the transfer was lodged with the Company, send notice of the refusal to the transferee together with its reasons for the refusal. An instrument of transfer which the board refuses to register shall (except in the case of suspected fraud) be returned to the person depositing it. Subject to article 145, the Company may retain all instruments of transfer which are registered.

In accordance with and subject to the provisions of the Uncertificated Securities Regulations, the Operator of the relevant system shall register a transfer of title to any uncertificated share or any renounceable right of allotment of a share which is a participating security held in uncertificated form unless the Uncertificated Securities Regulations permit the Operator of the relevant system to refuse to register such a transfer in certain circumstances in which case the said Operator may refuse such registration.

In accordance with the Uncertificated Securities Regulations, if the Operator of the relevant system refuses to register the transfer of an uncertificated share or of any such uncertificated renounceable right of allotment of a share it shall, as soon as practicable and in any event within two months after the date on which the relevant system-member instruction or issuer instruction (as the case may be) was received by the Operator, send notice of the refusal to the relevant system-member or participating issuer (as the case may be).

In accordance with and subject to the provisions of the Uncertificated Securities Regulations, where title to an uncertificated share is transferred by means of a relevant system to a person who is to hold such share in certificated form thereafter, the Company as participating issuer shall register the transfer in accordance with the relevant Operator-instruction, but so that the Company may refuse to register such a transfer in any circumstance permitted by the Uncertificated Securities Regulations.

In accordance with the Uncertificated Securities Regulations, if the Company as participating issuer refuses to register the transfer of title to an uncertificated share transferred by means of a relevant system to a person who is to hold such share in certificated form thereafter, it shall, as soon as practicable and in any event within two months after the date on which the Operator-instruction was received by the Company, send notice of the refusal to the transferee.

FEES ON REGISTRATION

ON DEATH

The Company shall recognise only the personal representative or representatives of a deceased member as having title to a share held by that member alone or to which he alone was entitled. In the case of a share held jointly by more than one person, the Company may recognise only the survivor or survivors as being entitled to it.

Nothing in the articles releases the estate of a deceased member from liability in respect of a share which has been solely or jointly held by him.

ELECTION OF PERSON ENTITLED BY TRANSMISSION

A person becoming entitled by transmission to a share may, on production of such evidence as, subject to the Act, the board may require as to his entitlement, elect either to be registered as a member or to have a person nominated by him registered as a member.

If he elects to be registered himself, he shall give notice to the Company to that effect. If he elects to have another person registered, he shall:

if it is a certificated share, execute an instrument of transfer of the share to that person; or

if it is an uncertificated share:

procure that instructions are given by means of a relevant system to effect transfer of the share to that person; or

change the share to a certificated share and execute an instrument of transfer of the share to that person.

All the provisions of the articles relating to the transfer of certificated shares apply to the notice or instrument of transfer (as the case may be) as if it were an instrument of transfer executed by the member and his death, bankruptcy or other event giving rise to a transmission of entitlement had not occurred.

The secretary may give notice requiring a person to make the election referred to in article 36.1. If that notice is not complied with within 60 days, the secretary may withhold payment of all dividends and other amounts payable in respect of the share until notice of election has been made.

RIGHTS ON TRANSMISSION

FRACTIONS

If, as the result of consolidation and division or sub-division of shares, members would become entitled to fractions of a share, the board may on behalf of the members deal with the fractions as it thinks fit. Subject to the Act and to the Uncertificated Securities Regulations, the board may, in effecting divisions and/or consolidations, treat a member’s shares held in certificated form and uncertificated form as separate holdings. In particular, the board may:

sell any shares representing fractions to a person (including, subject to the Act, to the Company) and distribute the net proceeds of sale in due proportion amongst the persons entitled or, if the board decides, some or all of the sum raised on a sale may be retained for the benefit of the Company; or

subject to the Act, allot or issue to a member credited as fully paid by way of capitalisation the minimum number of shares required to round up his holding of shares to a number which, following consolidation and division or sub-division, leaves a whole number of shares (such allotment or issue being deemed to have been effected immediately before consolidation or sub-division, as the case may be).

To give effect to a sale pursuant to article 38.1.1 the secretary may arrange for the shares representing the fractions to be entered in the register as certificated shares. The secretary may also authorise a person to transfer the shares to, or to the direction of, the purchaser. The purchaser is not bound to see to the application of the purchase money and the title of the transferee to the shares is not affected by an irregularity or invalidity in the proceedings connected with the sale.

If shares are allotted or issued pursuant to article 38.1.2, the amount required to pay up those shares may be capitalised as the board thinks fit out of amounts standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, and applied in paying up in full the appropriate number of shares. A resolution of the board capitalising part of the reserves has the same effect as if the capitalisation had been declared by ordinary resolution of the Company pursuant to article 134. In relation to the capitalisation the board may exercise all the powers conferred on it by article 134 without an ordinary resolution of the Company.

CHANGE OF COMPANY NAME

ANNUAL GENERAL MEETINGS

CONVENING OF GENERAL MEETINGS BY THE BOARD

CONVENING OF GENERAL MEETINGS BY REQUIREMENT OF THE MEMBERS

LENGTH AND FORM OF NOTICE

An annual general meeting shall be called by not less than 21 clear days’ notice. Subject to the Act, all other general meetings may be called by not less than 14 clear days’ notice.

The notice of meeting shall be given to the members (other than any who, under the provisions of the articles or the terms of allotment or issue of shares, are not entitled to receive notice), to the directors and to the auditors.

The board may determine that persons entitled to receive notices of meeting are those persons entered on the register at the close of business on a day determined by the board, provided that, if the Company is a participating issuer, the day determined by the board may not be more than 21 days before the day that the relevant notice of meeting is being sent.

The notice of meeting shall also specify a time (which shall not be more than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time so specified in the notice shall be disregarded in determining the rights of any person to so attend or vote.

The notice shall include details of any arrangements made for the purposes of article 54 (General meetings at more than one place) (making it clear that participation in those arrangements will amount to attendance at the meeting to which the notice relates).

OMISSION TO SEND NOTICE

POSTPONEMENT OF GENERAL MEETINGS

QUORUM

NO BUSINESS TO BE TRANSACTED UNLESS QUORUM PRESENT

PROCEDURE IF QUORUM NOT PRESENT

If a quorum is not present within fifteen minutes (or such longer time as the chairman decides to wait) after the time fixed for the start of the meeting or if there is no longer a quorum present at any time during the meeting, the meeting, if convened by or on the requisition of members, is dissolved. In any other case it stands adjourned to such other day (being not less than 10 nor more than 28 days later) and at such other time and/or place as may have been specified for the purpose in the notice convening the meeting. Where no such arrangements have been specified, the meeting stands adjourned to such other day (being not less than 10 nor more than 28 days later) and at such other time and/or place as the chairman (or, in default, the board) decides.

At an adjourned meeting the quorum is two qualifying persons present and entitled to vote. If a quorum is not present within fifteen minutes from the time fixed for the start of the meeting, the adjourned meeting shall be dissolved.

Subject to article 48.1, save where the time, date and place for the adjourned meeting has been specified for the purpose in the notice convening the meeting as referred to in article 48.1 (in which case notice of the adjourned meeting need not be given), the Company shall give not less than seven clear days’ notice of any meeting adjourned for the lack of a quorum and the notice shall state the quorum requirement.

CHAIRMAN

The chairman (if any) of the board or, in his absence, the deputy chairman (if any) shall preside as chairman at a general meeting. If there is no chairman or deputy chairman, or if at a meeting neither is present within five minutes after the time fixed for the start of the meeting or neither is willing and able to act, the directors present shall select one of their number to be chairman. If only one director is present and willing and able to act, he shall be chairman. In default, the members present and entitled to vote shall choose one of their number to be chairman.

Without prejudice to any other power which he may have under the provisions of the articles or at common law, the chairman may take such action as he thinks fit to promote the orderly conduct of the business of the meeting as specified in the notice of meeting and the chairman’s decision, made in good faith, on matters of procedure or arising incidentally from the business of the meeting shall be final, as shall be his determination as to whether any matter is of such a nature.

RIGHT TO ATTEND AND SPEAK

Each director shall be entitled to attend and speak at a general meeting and at a separate meeting of the holders of a class of shares or debentures whether or not he is a member.

The chairman may invite any person to attend and speak at any general meeting of the Company where he considers that this will assist in the deliberations of the meeting.

POWER TO ADJOURN

The chairman may, with the consent of a meeting at which a quorum is present (and shall, if so directed by the meeting), adjourn a meeting from time to time and from place to place or for an indefinite period.

Without prejudice to any other power which he may have under the provisions of the articles or at common law, the chairman may, without the consent of the meeting, interrupt or adjourn a meeting from time to time and from place to place or for an indefinite period if he decides that it has become necessary to do so in order to:

secure the proper and orderly conduct of the meeting;

give all persons entitled to do so a reasonable opportunity of speaking and voting at the meeting; or

ensure that the business of the meeting is properly disposed of.

NOTICE OF ADJOURNED MEETING

Whenever a meeting is adjourned for 14 days or more or for an indefinite period pursuant to article 51, at least seven clear days’ notice shall be given to the members (other than any who, under the provisions of the articles or the terms of allotment or issue of the shares, are not entitled to receive notice), the directors and the auditors. Except in these circumstances it is not necessary to give notice of a meeting adjourned pursuant to article 51 or of the business to be transacted at the adjourned meeting.

The board may determine that persons entitled to receive notice of an adjourned meeting in accordance with this article are those persons entered on the register at the close of business on a day determined by the board, provided that, if the Company is a participating issuer, the day determined by the board may not be more than 21 days before the day that the relevant notice of meeting is being sent.

The notice of an adjourned meeting given in accordance with this article shall also specify a time (which shall not be more than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time so specified in the notice shall be disregarded in determining the rights of any person to so attend or vote.

BUSINESS AT ADJOURNED MEETING

GENERAL MEETINGS AT MORE THAN ONE PLACE

ACCOMMODATION OF MEMBERS AT MEETING

If it appears to the chairman of the meeting that the principal meeting place or any satellite meeting place is inadequate to accommodate all members and proxies entitled and wishing to attend, the meeting shall be duly constituted and its proceedings valid if the chairman is satisfied that adequate facilities are available to ensure that a member or proxy who is unable to be accommodated is able to:

participate in the business for which the meeting has been convened;

hear all persons present who speak (whether by the use of microphones, loud speakers, audio visual communications equipment or otherwise), whether in the meeting place or elsewhere; and

be heard by all other persons present in the same way,

If it appears to the chairman that the principal meeting place or any satellite meeting place have become inadequate for the purposes set out in articles 55.1.1 to 55.1.3 above, the chairman of the meeting may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at the general meeting up to the point of the adjournment shall be valid.

SECURITY

refuse entry to a meeting to a person who refuses to comply with these arrangements or restrictions; and

eject from a meeting any person who causes the proceedings to become disorderly.

METHOD OF VOTING

At a general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands) a poll is properly demanded by:

the chairman of the meeting;

not less than five members entitled to vote on the resolution;

a member or members representing in aggregate not less than ten per cent. of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to any shares in the Company held as treasury shares); or

a member or members holding shares conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than ten per cent. of the total sum paid up on all the shares conferring that right (excluding shares in the Company conferring a right to vote on the resolution which are held as treasury shares).

On a vote on a resolution at a meeting on a show of hands a declaration by the chairman that the resolution has or has not been passed, or has or has not been passed by 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 section 355 of the Act is also conclusive evidence of that fact without such proof.

PROCEDURE ON A POLL

If a poll is properly demanded, it shall be taken in such manner as the chairman directs. He may appoint scrutineers, who need not be members, and may fix a time, date and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

A poll demanded on the election of a chairman or on any question of adjournment shall be taken at the meeting and without adjournment. A poll demanded on another question shall be taken at such time, date and place as the chairman decides, either at once or after an interval or adjournment (but not more than 30 clear days after the date of the demand).

No notice need be given of a poll not taken immediately if the time, date and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days’ notice shall be given specifying the time, date and place at which the poll shall be taken. Such notice may be given by advertisement published on the same day in at least two leading newspapers in the United Kingdom and the notice will be deemed to have been served at noon on the day when the advertisement appears.

The demand for a poll may be withdrawn but only with the consent of the chairman. A demand withdrawn in this way validates the result of a show of hands declared before the demand was made. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

The demand for a poll (other than on the election of the chairman or on a question of adjournment) does not prevent the meeting continuing for the transaction of business other than the question on which a poll has been demanded.

On a poll taken at a general meeting of the Company, a member present and entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

VOTES OF MEMBERS

Subject to special rights or restrictions as to voting attached to any class of shares by or in accordance with the articles, on a vote on a resolution:

on a show of hands at a meeting:

every member present (not being present by proxy) and entitled to vote on the resolution has one vote; and

every proxy present who has been duly appointed by a member entitled to vote on the resolution has one vote, except where:

that proxy has been duly appointed by more than one member entitled to vote on the resolution; and

the proxy has been instructed:

by one or more of those members to vote for the resolution and by one or more of those members to vote against the resolution; or

by one or more of those members to vote in the same way on the resolution (whether for or against) and one or more of those members has permitted the proxy discretion as to how to vote,

on a poll taken at a meeting, every member present and entitled to vote on the resolution has one vote in respect of each share held by the relevant member.

In the case of joint holders of a share, only the vote of the senior holder who votes (and any proxy duly authorised by him) may be counted by the Company. For the purposes of this article, the senior holder of a share is determined by the order in which the names of the joint holders appear in the register.

A member in respect of whom an order has been made by a court or official having jurisdiction (whether in the United Kingdom or elsewhere) that he is or may be suffering from mental disorder or is otherwise incapable of running his affairs may vote, whether on a show of hands or on a poll, by his guardian, receiver, curator bonis or other person authorised for that purpose and appointed by the court. A guardian, receiver, curator bonis or other authorised and appointed person may, on a poll, vote by proxy if evidence (to the satisfaction of the board) of the authority of the person claiming to exercise the right to vote is received at the office (or at another place specified in accordance with the articles for the delivery or receipt of forms of appointment of a proxy) or in any other manner specified in the articles for the appointment of a proxy within the time limits prescribed by the articles for the appointment of a proxy for use at the meeting, adjourned meeting or poll at which the right to vote is to be exercised, and in default the right to vote shall not be exercisable.

NO CASTING VOTE

RESTRICTION ON VOTING RIGHTS FOR UNPAID CALLS ETC.

VOTING BY PROXY

Subject to article 62.2, an instrument appointing a proxy shall be in writing in any usual form (or in another form approved by the board) executed under the hand of the appointor or his duly constituted attorney or, if the appointor is a company, under its seal or under the hand of its duly authorised officer or attorney or other person authorised to sign.

Subject to the Act, the secretary may accept the appointment of a proxy received by electronic means on such terms and subject to such conditions as he considers fit. The appointment of a proxy received by electronic means shall not be subject to the requirements of article 62.1.

For the purposes of articles 62.1 and 62.2, the secretary may require such reasonable evidence he considers necessary to determine:

the identity of the member and the proxy; and

where the proxy is appointed by a person acting on behalf of the member, the authority of that person to make the appointment.

A member may appoint another person as his proxy to exercise all or any of his rights to attend and to speak and to vote (both on a show of hands and on a poll) on a resolution or amendment of a resolution, or on other business arising, at a meeting or meetings of the Company. Unless the contrary is stated in it, the appointment of a proxy shall be deemed to confer authority to exercise all such rights, as the proxy thinks fit.

A proxy need not be a member.

A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to different shares held by the member. When two or more valid but differing appointments of proxy are delivered or received for the same share for use at the same meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share.

Delivery or receipt of an appointment of proxy does not prevent a member attending and voting in person at the meeting or an adjournment of the meeting or on a poll.

The appointment of a proxy shall (unless the contrary is stated in it) be valid for an adjournment of the meeting as well as for the meeting or meetings to which it relates. The appointment of a proxy shall be valid for 6 months from the date of execution or, in the case of an appointment of proxy delivered by electronic means, for 6 months from the date of delivery unless otherwise specified by the board.

Subject to the Act and the requirements of the listing rules and disclosure and transparency rules of the UKLA, the Company may send a form of appointment of proxy to all or none of the persons entitled to receive notice of and to vote at a meeting. If sent, the form shall provide for three-way voting on all resolutions (other than procedural resolutions) set out in the notice of meeting.

APPOINTMENT OF PROXY

The form of appointment of a proxy and any reasonable evidence required by the board in accordance with article 62.3 shall be:

subject to articles 63.1.3 and 63.1.4, in the case of an instrument of proxy in hard copy form, delivered to the office, or another place in the United Kingdom specified in the notice convening the meeting or in the form of appointment of proxy or other accompanying document sent by the Company in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote;

subject to articles 63.1.3 and 63.1.4, in the case of an appointment of a proxy sent by electronic means, where the Company has given an electronic address:

in the notice calling the meeting;

in an instrument of proxy sent out by the Company in relation to the meeting;

in an invitation to appoint a proxy issued by the Company in relation to the meeting; or

on a website maintained by or on behalf of the Company on which any information relating to the meeting is required by the Act to be kept,

in the case of a meeting adjourned for less than 28 days but more than 48 hours or in the case of a poll taken more than 48 hours after it is demanded, delivered or received as required by articles 63.1.1 or 63.1.2 not less than 24 hours before the time appointed for the holding of the adjourned meeting or the taking of the poll; or

in the case of a meeting adjourned for not more than 48 hours or in the case of a poll not taken immediately but taken not more than 48 hours after it was demanded, delivered at the adjourned meeting or at the meeting at which the poll was demanded to the chairman or to the secretary or to any director.

Without limiting the foregoing, in relation to any shares which are held in uncertificated form, the secretary may from time to time permit appointments of a proxy to be made by electronic means in the form of an uncertificated proxy instruction and may in a similar manner permit supplements to, or amendments or revocations of, any such uncertificated proxy instruction to be so made. The secretary may in addition prescribe the method of determining the time at which any such uncertificated proxy instruction (and/or other instruction or notification) is to be treated as received by the Company or a participant acting on its behalf. The secretary may treat any such uncertificated proxy instruction which purports to be or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that holder.

VALIDITY OF ACTIONS BY PROXY OR REPRESENTATIVE OF A CORPORATION

The Company is not obliged to verify that a proxy or representative of a corporation has acted in accordance with the terms of his appointment and any failure to so act in accordance with the terms of his appointment shall not affect the validity of any proceedings at a meeting of the Company.

The termination of the authority of a person to act as proxy or as the duly authorised representative of a member which is a corporation does not affect whether he counts in deciding whether there is a quorum at a meeting, the validity of anything he does as chairman of a meeting, the validity of a poll demanded by him at a meeting, or the validity of a vote given by that person unless notice of the termination was received by the Company at the office or, in the case of a proxy, any other place specified for delivery or receipt of the form of appointment of proxy or, where the appointment of proxy was sent by electronic means, at the address at which the form of appointment was received, not later than the last time at which an appointment of proxy should have been delivered or received in order to be valid for use at the relevant meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for use on the holding of the poll at which the vote is cast.

CORPORATE REPRESENTATIVES

OBJECTIONS TO AND ERROR IN VOTING

AMENDMENTS TO SPECIAL RESOLUTIONS

AMENDMENTS TO ORDINARY RESOLUTIONS

at least 48 hours before the time appointed for holding the meeting or adjourned meeting at which the ordinary resolution is to be considered, notice of the terms of the amendment and intention to move it has been lodged at the office; or

the chairman in his absolute discretion decides that the amendment may be considered or voted on.

CLASS MEETINGS

no member is entitled to notice of it or to attend unless he is a holder of shares of that class;

no vote may be cast except in respect of a share of that class;

the quorum at a meeting (other than an adjourned meeting) is two qualifying persons present and entitled to vote and holding, representing or authorised to exercise voting rights in respect of, at least one-third in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares);

the quorum at an adjourned meeting is one qualifying person present and entitled to vote and holding, representing or authorised to exercise voting rights in respect of, shares of that class; and

any holder of shares of that class present and entitled to vote may demand a poll.

FAILURE TO DISCLOSE INTERESTS IN SHARES

Having regard to the requirements of the listing rules of the UKLA, where notice is served by the Company under section 793 of the Act (a “ section 793 notice ”) on a member, or another person appearing to be interested in shares held by that member, and the member or other person has failed in relation to any shares (the “ default shares ”, which expression includes any shares allotted or issued after the date of the section 793 notice in respect of those shares) to give the Company the information required within the prescribed period from the date of service of the section 793 notice, the following sanctions apply, unless the board otherwise decides:

the member shall not be entitled in respect of the default shares to be present or to vote (either in person or by proxy) at a general meeting or at a separate meeting of the holders of a class of shares or on a poll; and

where the default shares represent at least 0.25 per cent. in nominal value of the issued shares of their class (excluding any share of their class held as treasury shares):

a dividend (or any part of a dividend) or other amount payable in respect of the default shares shall be withheld by the Company, which has no obligation to pay interest on it, and the member shall not be entitled to elect, pursuant to article 132, to receive shares instead of a dividend; and

no transfer of any certificated default shares shall be registered unless the transfer is an excepted transfer or:

the member is not himself in default in supplying the information required; and

the member proves to the satisfaction of the board that no person in default in supplying the information required is interested in any of the shares the subject of the transfer.

For the purpose of enforcing the sanction in article 70.1.2(b), the board may give notice to the member requiring the member to change default shares held in uncertificated form to certificated form by the time stated in the notice. The notice may also state that the member may not change any default shares held in certificated form to uncertificated form. If the member does not comply with the notice, the board may require the Operator to convert default shares held in uncertificated form into certificated form in the name and on behalf of the member in accordance with the Uncertificated Securities Regulations.

The sanctions under article 70.1 cease to apply seven days after the earlier of:

receipt by the Company of notice of an excepted transfer, but only in relation to the shares thereby transferred; and

receipt by the Company, in a form satisfactory to the board, of all the information required by the section 793 notice.

Where, on the basis of information obtained from a member in respect of a share held by him, the Company issues a section 793 notice to another person, it shall at the same time send a copy of the section 793 notice to the member, but the accidental omission to do so, or the non-receipt by the member of the copy, does not invalidate or otherwise affect the application of articles 70.1 or 70.2.

For the purposes of this article 70:

a person, other than the member holding a share, shall be treated as appearing to be interested in that share if the member has informed the Company that the person is or may be interested, or if the Company (after taking account of information obtained from the member or, pursuant to a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is or may be so interested;

“ interested ” shall be construed as it is for the purpose of section 793 of the Act;

reference to a person having failed to give the Company the information required by a section 793 notice, or being in default in supplying such information, includes (a) reference to his having failed or refused to give all or any part of it, and (b) reference to his having given information which he knows to be false in a material particular or having recklessly given information which is false in a material particular;

the “ prescribed period ” means 14 days;

an “ excepted transfer ” means, in relation to shares held by a member:

a transfer pursuant to acceptance of a takeover offer for the Company (within the meaning of section 974 of the Act); or

a transfer in consequence of a sale made through a recognised investment exchange (as defined in the Financial Services and Markets Act 2000) or another stock exchange outside the United Kingdom on which shares in the capital of the Company are normally traded; or

a transfer which is shown to the satisfaction of the board to be made in consequence of a sale of the whole of the beneficial interest in the shares to a person who is unconnected with the member and with any other person appearing to be interested in the shares.

The provisions of this article are in addition and without prejudice to the provisions of the Act.

NUMBER OF DIRECTORS

DIRECTORS’ SHARE QUALIFICATION

POWER OF THE COMPANY TO APPOINT DIRECTORS

POWER OF THE BOARD TO APPOINT DIRECTORS

APPOINTMENT OF EXECUTIVE DIRECTORS

Subject to the Act, the board may appoint one or more of its body to hold an executive office or employment with the Company with such title and on such terms as to remuneration, pension and otherwise and with such of the powers exercisable by the board as it may think fit and (subject to the provisions of the Act) for such period as the board may determine. A director so appointed will, subject to the terms of any agreement between such director and the Company, be subject to the same provisions as to retirement or removal as the other directors and, without prejudice to any claim for damages or compensation to which such director may be entitled, the appointment will be automatically terminated if he ceases to be a director for any reason. The board may at any time, subject to the terms of any agreement entered into in any particular case, revoke, terminate or vary the terms of an appointment, without prejudice to a claim for damages for breach of the contract of service between the director and the Company or otherwise.

Subject to the Act, the board may enter into an agreement or arrangement with any director for the provision of any services outside the scope of the ordinary duties of a director. Any such agreement or arrangement may be made on such terms and conditions as (subject to the Act) the board thinks fit and (without prejudice to any other provision of the articles) it may remunerate any such director for such services as it thinks fit.

ELIGIBILITY OF NEW DIRECTORS

No person other than a director retiring (by rotation or otherwise) may be appointed or reappointed a director at a general meeting unless:

he is recommended by the board; or

not less than seven nor more than 42 days before the date fixed for the meeting, notice has been given to the Company by a member (other than the person to be proposed) qualified to vote at the meeting of the intention to propose that person for appointment or reappointment. The notice shall (a) state the particulars which would, if the proposed director were appointed or reappointed, be required to be included in the Company’s register of directors, (b) be accompanied by notice given by the proposed director of his willingness to be appointed or reappointed, and (c) be lodged at the office.

A director need not be a member.

VOTING ON RESOLUTION FOR APPOINTMENT

RETIREMENT BY ROTATION

Subject to article 78.2, at each annual general meeting one-third of the directors who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to but not greater than one third, shall retire from office provided that if there are fewer than three directors who are subject to retirement by rotation, one shall retire from office.

If any one or more directors:

were last appointed or reappointed three years or more prior to the meeting;

were last appointed or reappointed at the third immediately preceding annual general meeting; or

at the time of the meeting will have served more than eight years as a non-executive director of the Company (excluding as the chairman of the board),

DIRECTORS SUBJECT TO RETIREMENT

POSITION OF RETIRING DIRECTOR

DEEMED REAPPOINTMENT

NO RETIREMENT ON ACCOUNT OF AGE

REMOVAL BY ORDINARY RESOLUTION

VACATION OF OFFICE BY DIRECTOR

Without prejudice to the provisions for retirement (by rotation or otherwise) contained in the articles, the office of a director is vacated if: