CAPRICORN ENERGY PLC

Registration Form • Apr 27, 2020

Companies Act 2006

Public Company Limited by Shares

ARTICLES OF ASSOCIATION

CAIRN ENERGY PLC

Company number: SC226712

Incorporated: 7 January 2002

(amended by special resolutions passed on (i) 30 January 2012 and (ii) 17 May 2012)

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CONTENTS

Article		Page No
	PRELIMINARY	1
1.	Non-application of statutory regulations	1
2.	Definitions	1
3.	Interpretation	4
	COMPANY NAME	5
र्	Company Name	5
	REGISTERED OFFICE	5
5.	Registered office	5
BUSINESS		5
6	Business activities	5
	LIABILITY OF MEMBERS	5
r	Liability of Members	5
	SHARE CAPITAL	5
0.	Increase in capital	5
9.	Redeemable shares and shares with special rights	5
9A.	Rights and restrictions attaching to the B Shares	6
98.	Rights and restrictions attaching to the Deferred Shares	6
10.	Shares and other securities may be in certificated or uncertificated form	6
11.	Shares not to be allotted at a discount	6
12.	Payment of commission	6
1 - 3	Financial assistance	6
14.	Renunciation	7
15.	Recognition of interests	7
16.	Issue of share warrants to bearer	7
17.	Warrants to subscribe for shares	8
18.	Alteration of share capital	8
19.	Fractions arising on consolidation and sub-division	8
20.	Power to purchase own shares	9
	VARIATION OF CLASS RIGHTS	9
21.	Method of varying class rights	9
22.	When class rights deemed not to be varied	9
	CERTIFICATES	10
23.	Authentication and evidence of title	10
24.	Members' rights to certificates	10
25.	Delivery of certificate to broker or agent	11
26.	Transfer of part of a holding	11
27.	Cancellation and replacement of certificates	11
	CALLS ON SHARES	11
28.	Power to make calls	11
249.	Time when call made	12
30.	Liability of and receipts by joint holders	12
31.	Interest payable on non-payment	12
32.	Sums due on allotment deemed as calls	12
33.	Differentiation in calls	12
34.	Payments of calls in advance	12
	FORFEITURE, SURRENDER AND LIEN	13
35.	Notice requiring payment of call on default	13
35.	Form of notice	13
37.	Forfeiture for non-compliance with notice or surrender	13
33.	Notice of forfeiture	- 3
33.	Annulment of forfeiture or surrender	14
40.	Sale or cancellation of forfeited or surrendered shares	14
41.	Arrears to be paid notwithstanding forfeiture or surrender	14
42.	Company to have lien on shares	14
43.	Enforcement of lien by sale	15
44.	Application of proceeds of sale	15
45.	Statutory declaration as to forfeiture, surrender or sale	15
15 TRANSFER OF SHARES
46.	Form and execution of transfers	15
	47. Refusal to register	16

48.	Requirements for registration of transfer	16
ব (৩).	Retention of instruments of transfer	16
20.	No fee payable for registration of transfers	16
51.	Directors' powers to authorise transfers	16
	TRANSMISSION OF SHARES	17
52.	Transmission of shares	17
	DISCLOSURE OF INTERESTS IN SHARES	17
53.	Disclosure of interests in shares	17
	UNTRACED SHAREHOLDERS	19
54.	Untraced shareholders	19
STOCK 21		21
55.	Conversion into stock Transfer of stock	21
55. 57.	Rights of stockholders	21
	GENERAL AND CLASS MEETINGS	21
53.	Annual general meetings	21
59.	General meetings	21
(20).	Separate class meetings	22
	LOCATION OF GENERAL MEETING	22
61.	Location of general meetings	22
	NOTICE OF GENERAL MEETINGS	23
62.	Period and omission or non-receipt of notice	23
53.	Contents of notice	ম
64.	Notice of resolutions on members' requisitions	24
	PROCEEDINGS AT GENERAL MEETINGS	25
65.	Quorum	25
65.	If quorum not present	25
67.	Chairman	25
63.	Adjournments	25
સ્તેન	Time and place of adjourned meetings	25
70.	Amendments to resolutions	26
71.	Methods of voting	26
71A	Substantive Resolutions	27
12.	Declaration of result and conduct of poll	27
73.	When poll to be taken	27
74.	Continuance of meeting VOTES OF MEMBERS	23 28
75.	Right to vote	23
76.	Votes of joint holders	23
77.	Member under incapacity	23
78.	Calls in arrears	20
	ADMISSIBILITY OF VOTES	29
79.	Objections to voting	29
80.	Supplementary provisions on voting	29
PROXIES		29
:31 .	Proxy need not be member	29
82.	Appointment and form of proxy	749
83.	Delivery of form of proxy	30
84.	Issue of forms of proxy	31
85.	Validity of forms of proxy	31
86.	Revocation of proxy, etc.	31
	INCORPORATED MEMBERS ACTING BY REPRESENTATIVES	32
:37.	Authority of representatives	32
DIRECTORS		32
:33	Limits on number of Directors	32
:39.	Director need not be member	32
90.	Directors' fees	33
91.	Directors may be paid expenses	33
92.	Additional remuneration of Directors	33
93.	Retirement benefits and insurance	33
	94. Directors' interests and appointments with other companies	34
95.	Executive office	35

1. Executive office

96.	Delegation of powers to individual Directors	35
	APPOINTMENT, DISQUALIFICATION AND RETIREMENT OF DIRECTORS	35
97.	Disqualification of a Director	35
ટીકે.	Retirement at annual general meetings	36
98A	Provisions if insufficient Directors re-elected	36
99.	Filling vacancies	37
100.	Resolution to appoint Directors	37
101.	Eligibility for appointment	37
102.		37
	Power of the Company to remove Directors
103.	Appointment by ordinary resolution or by Directors	37
	ALTERNATE DIRECTORS	38
104.	Alternate directors	38
	PROCEEDINGS OF DIRECTORS	39
105.	Meetings of Directors	39
106.	Authority to vote	39
107.	Quorum	40
108.	Declaration of Directors' interests in contracts	40
109.	Power to vote and directors' interests	40
110.	Power of Directors if number falls below minimum	42
111.	Chairman, deputy chairmen and vice-chairmen	42
112.	Resolutions in writing	43
113.	Committees of Directors	43
114.	Use of designation "director"	44
115.		44
	Validity of proceedings
	GENERAL POWERS OF DIRECTORS	44
	116. Business to be managed by the Directors	44
	PROVISIONS FOR EMPLOYEES	44
117.	Provisions for employees	44
118.	Local boards	44
119.	Powers of attorney	45
120.	Overseas and branch registers	45
121.	Cheques, etc	45
	BORROWING POWERS	45
122.	General power to borrow	45
123.	Borrowing limits	46
SECRETARY		51
1724.	Secretary	51
SEALS 51
1725.	Common and securities seals	51
	AUTHENTICATION OF DOCUMENTS	રી
	126. Authentication of documents	51
	MINUTES AND BOOKS	52
	127. Keeping of minutes and books	52
	128. Safeguarding of minutes and books	52
DIVIDENDS		52
	129. Declaration and apportionment of dividends	52
130.	Interim dividends	52
131.	Interest not payable	રેડિ
1392.	Permitted deductions	53
133.	Retention of dividends	53
134.	Waiver of dividends	53
135.	Unclaimed dividends	53
136.	Forfeiture of unclaimed dividends	53
137.	Dividends in specie	53
138.		54
	Procedure for payment
139.	Receipts where joint holders	55
140.	Scrip dividends	55
	CAPITALISATION OF PROFITS AND RESERVES	57
	141. Capitalisation of profits and reserves	57
	142. Avoidance of discounts on exercise of employees' share options	57
ACCOUNTS		ട് 8
	143. Right to inspect accounts	58

	144. Preparation and laying of accounts	58
145.	Accounts to be sent to members	58
	146. Summary financial statements	58
	AUDITORS	59
147.	Validity of acts of auditors	59
148.	Rights of auditors	50
NOT CES		59
149.	Method of notice	59
150.	Notice to joint holders	60
	151. Notice to persons entitled by transmission	60
152.	Untraced members	60
	153. Notices during disruption of postal services	61
	154. Deemed notice and successors in title bound by notice to predecessor	61
155.	Statutory requirements	61
	RECORD DATES	61
156.	Record dates	61
	WINDING UP	62
	157. Distribution of assets otherwise than in cash	62
	DESTRUCTION AND PRESUMPTIONS AS TO VALIDITY OF DOCUMENTS	62
	158. Destruction and presumptions as to validity of documents	62
		63
	INDEMNITY	63
	159. Indemnity of Directors
	160. Indemnity against claims in respect of shares	64

Companies Act 2006

Public Company Limited by Shares

ARTICLES OF ASSOCIATION

of

CAIRN ENERGY PLC

(Company number SC226712)

(amended by special resolutions passed on (i) 30 January 2012 , and (ii) 17 May 2012)

PRELIMINARY

1. Non-application of statutory regulations

None of any regulations or articles for the management of a company set out in any schedule to any statute, or in any statutory instrument or other subordinated legislation made under any statute, concerning companies shall apply as regulations or articles of the Company.

2. Definitions

In these Articles (if not inconsistent with the subject or context and unless otherwise provided) the words in the first column of the table below shall have the meanings set opposite them respectively in the second column:

Words	Meanings
"address"	a postal address or, as the case may require, a number or address for the purpose of sending or receiving documents or information by electronic means;
"these Articles"	these Articles of Association as they may be altered from time to time by special resolution;
"auditors"	the auditors for the time being of the Company;
"business day"	any day on which the London Stock Exchange is open for business;
"certificated"	in relation to a share or other security, a share or other security which is recorded in the register of members as being held in certificated form;
"clear days"	in relation to a period of notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
"Company"	Cairn Energy PLC or such other name by which the Company may for the time being be registered in accordance with the Statutes;
"Companies Acts"	shall have the meaning given thereto by section 2 of the Companies Act 2006 but shall only extend to provisions which are in force at the relevant date;

¹ The amendments became effective on admission to the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange plc of the ordinary shares of 2011 (so pence each in the capital of the Company on 6 February 2012.

"Directors"	the directors from time to time of the Company or (as the context may require) those of such directors present at a duly convened meeting of the directors of the Company at which a quorum is present;
"electronic address"	an address or number used for the purpose of sending or receiving documents or communications by electronic means;
"electronic form" and "electronic means"	have the meanings given in section 1168;
"employees' share scheme"	has the meaning given in section 1166;
"execution"	includes any valid mode of execution (and "executed" shall be construed accordingly);
"HMRC"	Her Majesty's Revenue & Customs and references to HMRC shall be construed to include references to respectively the Inland Revenue and Customs & Excise at any time before the establishment of Her Majesty's Revenue & Customs;
"holder" or "member"	in relation to shares, the person whose name is entered in the register of members as the holder of such shares;
"in writing"	written or produced by any visible substitute for writing, or partly one and partly another;
"Listing Rules"	the listing rules which are made by the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 and published in the book entitled "The Listing Rules", as from time to time amended (except that the best practice provisions at the end of the book, chapter headings, paragraph headings and the section at the start of each chapter headed "Scope of chapter" do not form part of the Listing Rules):
"London Stock Exchange"	London Stock Exchange plc;
"month"	calendar month;
"office"	the registered office for the time being of the Company;
"Operator"	has the meaning given in regulation 3(1) of the Uncertificated Securities Regulations;
"Operator-instruction"	has the meaning given in regulation 3(1) of the Uncertificated Securities Regulations;
"paid"	paid up or credited as paid up;
"parent undertaking"	has the meaning given in section 1162;
"participating issuer"	has the meaning given in regulation 3(1) of the Uncertificated Securities Regulations;
"Procedural Resolutions"	means all resolutions of a procedural nature (such as a resolution on adjournment of a general meeting, a resolution to amend a resolution as permitted by Article 70, or a resolution on choice of a chairman pursuant to Article 67);
"recognised clearing house"	has the meaning given in section 285 of the Financial Services and Markets Act 2000:

"recognised investment exchange"	has the meaning given in section 285 of the Financial Services and Markets Act 2000;
"register of members"	the register of members to be kept in accordance with the Companies Acts;
"relevant system"	has the meaning given in regulation 3(1) of the Uncertificated Securities Regulations;
"seal"	the common seal of the Company;
"section"	the relevant section of the Companies Act 2006, unless the context provides otherwise;
"securities seal"	an official seal kept by the Company for sealing securities issued by the Company or for sealing documents creating or evidencing securities to be issued;
"shares"	ordinary shares of 231/169 pence each in the capital of the Company;
"Statutes"	the Companies Acts and every other Act (including any orders, regulations or other subordinate legislation made under any such Act) for the time being in force concerning companies and affecting the Company;
"subsidiary"	has the meaning given in section 1159;
"subsidiary undertaking"	has the meaning given in section 1162 and, for the avoidance of doubt, shall be deemed to include a subsidiary;
"Substantive Resolutions"	means all resolutions other than Procedural Resolutions;
"transfer office"	the place where the register of members is situated for the time being;
"transmission event"	death, bankruptcy or any other event giving rise to the transmission of a person's entitlement to a share by operation of law;
"UK Listing Authority"	the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 and any successor in that capacity from time to time;
"uncertificated"	in relation to a share or other security, a share or other security, title to which is recorded in the register of members as being held in uncertificated form and title to which, by virtue of the Uncertificated Securities Regulations, may be transferred by means of a relevant system;
"Uncertificated Securities Regulations"	the Uncertificated Securities Regulations 2001, including any modification, re-enactment or substitute regulations for the time being in force;
"undertaking"	has the meaning given in section 1161;
"United Kingdom"	Great Britain and Northern Ireland; and
"year"	calendar year.

3. Interpretation

3 1 In these Articles:

• 3.1.1 the expression "the Company's bankers" means the Company's bankers or, if the Company engages more than one bank, the Company's principal bankers as may be selected by the Directors;
• the expressions "debenture" and "debenture holder" shall include "debenture 3.1.2 stock" and "debenture stockholder" respectively;
• 3.1.3 the expressions "holder present in person" and "member present in person" shall be deemed to include the presence of an authorised representative of a corporate member and cognate expressions shall be construed accordingly;
• 3.1.4 expression "Secretary" shall (subject to the provisions of the Statutes) include any deputy secretary, assistant secretary and any other person appointed by the Directors to perform any of the duties of the secretary to the Company and where two or more persons are appointed to act as joint secretaries shall include any one of those persons;
• any reference to days of notice in relation to a meeting shall be construed as 3.1.5 meaning clear days;
• any reference to a meeting shall not be taken as requiring more than one person 3.1.6 to be present in person if any quorum requirement can be satisfied by one person;
• 3.1.7 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: (i)
  • the extent permitted by the Uncertificated Securities Regulations; and (ii)
  • the extent permitted by or practicable under the rules and practices (iii) from time to time of the Operator of the relevant system
• 3.1.8 words denoting the singular shall include the plural and vice versa and words denoting the masculine gender shall include the feminine and neuter genders;
• any reference to a person shall be construed as including a reference to an 3.1.9 undertaking;
• references to any statute or statutory provision shall (if not inconsistent with the 3.1.10 subject or context) include any statutory modification or re-enactment thereof for the time being in force;
• where any of the provisions of these Articles are stated to apply to an Article 3.1.11 - referred to by its principal number only, those provisions shall apply (where relevant) to all and any Articles designated by that number and a further number;
• 3.1.12 save as aforesaid any words or expressions defined in the Companies Acts shall (if not inconsistent with the subject or context) bear the same meaning in these Articles;
• 3.1.13 where for any purpose an ordinary resolution of the Company is expressed to be required under the provisions of these Articles, a special resolution shall also be effective; and
• 3.1.14 the table of contents and the headings and sub-headings to Articles are inserted for convenience only and do not affect the construction of these Articles.

COMPANY NAME

4. Company Name

The name of the Company may be changed by a resolution of the Directors,

REGISTERED OFFICE

5. Registered office

The office shall be at such place in Scotland as the Directors shall from time to time appoint.

BUSINESS

6. Business activities

Any activity or kind of business which the Company is either expressly or by implication authorised to undertake may be undertaken by the Directors at such time or times as they shall think fit, and further may be suffered by them to be in abeyance, whether such activity or kind of business may have been actually commenced or not, so long as the Directors may deem it expedient not to commence or proceed with the same.

LIABILITY OF MEMBERS

Liability of Members 7.

The liability of the members is limited to the amount, if any, unpaid on the shares held by them.

SHARE CAPITAL

8. Increase in capital

• 8.1 The Company may increase its share capital by the allotment and issue of new shares in the Company, subject to and in accordance with the provisions Statutes and these Articles.
• 8.2 Subject to the provisions of the Statutes relating to authority pre-emption rights and otherwise, of any resolution of the company in general meeting passed pursuant thereto and of these Articles, the Directors shall have conditional authority:
  • 8.2.1 or otherwise deal with or dispose of any unissued shares in the Company to such persons (including Directors), at such times and generally on such terms and conditions as the Directors may determine; and
  • 8.2.2 with the provisions of the Statutes, to such persons, at such times and generally on such terms and conditions as the Directors may determine.

9. Redeemable shares and shares with special rights

Subject to the provisions of the Statutes:

shares in the Company may be issued on the terms that they are, or are to be (1) liable, to be redeemed at the option of the Company or the holder and the Directors may decide the terms, conditions and the manner of redemption of any such shares;

without prejudice to any rights attached to any existing shares and subject to sub-(ii) paragraph (i) above, any shares in the Company may be issued with such preferred, deferred or other special rights, or subject to such restrictions, whether relating to dividend, return of capital, voting, conversion or otherwise, as the Company may by ordinary resolution determine (or, in the absence of any such determination, as the Directors may determine).

Where the capital of the Company includes shares with different voting rights, the designation of each class of shares other than those with the most favourable voting rights shall include the words "restricted voting" or "limited voting" and where the capital of the Company includes shares that do not carry voting rights, the designation of such shares shall include the word "non-voting".

9A. Rights and restrictions attaching to the B Shares

Article 9A.1 to 9A.11 has been deleted.

9B. Rights and restrictions attaching to the Deferred Shares

Article 9B.1 to 9B.3 has been deleted.

10. Shares and other securities may be in certificated or uncertificated form

Any share or other security in the Company may be issued or held in certificated form or uncertificated form and converted from certificated form into uncertificated form and vice versa in accordance with the Statutes and the Directors shall have power to implement any arrangements they may think fit in respect of shares or other security in certificated form or uncertificated form and for the conversion of shares or other security in certificated form into uncertificated form and vice versa which accord with the Statutes.

11. Shares not to be allotted at a discount

Unissued shares in the Company shall not be allotted at a discount and, save as permitted by the Statutes, shall not be allotted except as paid up at least as to one-quarter of their nominal value and the whole of any premium thereon.

12. Payment of commission

The Company may exercise the powers of paying commissions conferred by the Statutes to the full extent permitted thereby. Any such commissions may be paid in cash or in fully or partly paid shares of the Company, or partly in one way and partly in another, as may be arranged. The Company may also on any issue of shares pay such brokerage as may be lawful.

13. Financial assistance

The Company shall not give any financial assistance in connection with the acquisition of shares in the Company except and insofar as permitted by, and in accordance with, the Statutes.

14. Renunciation

The Directors may at any time after the allotment of any share, but before any person has been entered in the register of members as the holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Directors may think fit to impose.

Recognition of interests 15.

15.1 Recognition of interests

Except as required by law or by these Articles, the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share or other security, or (except only as by these Articles or by law otherwise provided) any other right in respect of any share or other security, except an absolute right to the entirety thereof in the holder or, in the case of a share warrant, in the bearer of the time being.

15.2 Trusts may be recognised

The Company shall be entitled, but shall not be bound, to recognise in such manner and to such extent as it may think fit any trusts in respect of any of the shares of the Company. Notwithstanding any such recognition, the Company shall not be bound to see to the execution, administration or observance of any trust, whether express, implied or constructive, in respect of any shares or other security of the Company and shall be entitled to recognise and give effect to the acts and deeds of the holders of such shares or other security as if they were the absolute owners thereof. For the purpose of this Article 15.2, "trust" includes any right in respect of any shares or other security of the Company other than an absolute right thereto in the holder thereof for the time being or such other rights in the case of transmission thereof as are mentioned in these Articles

16. Issue of share warrants to bearer

16.1 Issue of share warrants to bearer

The Company may, with respect to any fully paid shares, issue a warrant to bearer (referred to in these Articles as a "share warrant") stating that the bearer of the warrant is entitled to the shares specified in it and may provide (by coupons or otherwise) for the payment of future dividends on the shares included in a share warrant.

16.2 Conditions of issue

The powers referred to in Article 16.1 may be exercised by the Directors who may determine and vary the conditions upon which share warrants shall be issued and in particular upon which:

• (i) a new share warrant or coupon will be issued in the place of one damaged, defaced, worn out or lost (provided that no new share warrant will be issued to replace one that has been lost unless the Directors are satisfied beyond reasonable doubt that the original has been destroyed);
• the bearer of a share warrant shall be entitled to receive notice of and to attend, (ii) vote and demand a poll at general meetings;
• (iii) dividends will be paid; and
• (iv) a share warrant may be surrendered and the name of the holder entered in the register of members in respect of the shares specified in it.

Subiect to such conditions and to these Articles, the bearer of a share warrant shall be deemed to be a member for all purposes. The bearer of a share warrant shall be subject to the conditions for the time being in force and applicable thereto made before or after the issue of such share warrant

17 Warrants to subscribe for shares

The Company may, subject to the provisions of the Statutes and of these Articles, issue warrants to subscribe for shares in the Company. Such warrants shall be issued upon such terms and subject to such conditions as may be resolved upon by the Directors including, without prejudice to the foregoing generality, terms and conditions which provide that, on a winding up of the Company, a holder of warrants may be entitled to receive out of the assets of the Company available in the liquidation pari passu with the holders of the same class as the shares in respect of which the subscription rights conferred by the warrants can be exercised such a sum as he would have received had he exercised the subscription rights conferred by his warrants prior to the winding up but under deduction of the price (if any) payable on exercise of such subscription rights.

18. Alteration of share capital

• 18.1 The Company may by ordinary resolution alter its share capital in any way permitted by the Statutes.
• 18.2 Any resolution to sub-divide the shares may determine that, as between the holders of the resulting shares (but subject and without prejudice to any rights for the time being attached to the shares of any special class), one or more of the shares may be given a preference, advantage, restriction or disadvantage as regards dividend, capital, voting or otherwise any of the other shares.

19. Fractions arising on consolidation and sub-division

Upon any consolidation or consolidation and division of fully paid shares of larger nominal value ("consolidated shares") the Directors may settle any difficulty which may arise with regard thereto and in particular may, as between the holders of shares so consolidated or consolidated and divided (treating holdings of the same member or members of uncertificated shares and certificated shares of the same class as if they were separate holdings, unless the Directors otherwise determine), determine which shares are consolidated and divided into each consolidated share and in the case of any shares registered in the name of one holder (or joint holders) being consolidated with shares registered in the name of another holder (or other joint holders) may (on behalf of the members) make such arrangements for the allocation, acceptance or sale of the consolidated share to any person (including, subject to the provisions of the Statutes, the Company) and for the distribution to the members entitled thereto of any net proceeds received in respect thereof as may be thought fit (except that any amount otherwise due to a member, being not more than £3.00 or such other sum as the Directors may from time to time determine, may be retained for the Company) and for the purpose of giving effect thereto may appoint some person to transfer the consolidated share or any fractions thereof and to receive the purchase price thereof and any transfer executed in pursuance thereof shall be effective and after such transfer has been registered no person shall be entitled to question its validity. Where shares to be sold by the Directors pursuant to the authority conferred by this Article are held in certificated form the Directors may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the buyer. Where the shares to be sold are held in uncertificated form the Directors may do all acts and things they consider necessary or expedient to effect the transfer of the shares to, or in accordance with, the directions of the buyer shall not be bound to see the

application of the purchase moneys and his title to the shares shall not be affected by any irregularity in, or invalidity of, the proceedings in relation to the sale.

20. _ Power to purchase own shares

Subject to the provisions of the Statutes and the Listing Rules, the Company may purchase any of its own shares (including any redeemable shares) provided always that, if at any time there is outstanding any class of shares which are convertible into equity share capital of the Company and listed on the Official List of the UK Listing Authority and traded on the London Stock Exchange's main market for listed securities ("convertible shares"), such purchase may only be made with the consent in writing of the holders of not less than three-fourths of the issued convertible shares or with the sanction of a special resolution passed at a separate general meeting of the holders of the convertible shares. To any such separate general meeting the provisions of these Articles relating to general meetings of the Company and to the proceedings thereat shall mutatis mutandis apply with the exceptions contained in Article 21. Neither the Company nor the Directors shall be required to select the shares to be purchased rateably or in any other particular manner as between the holders of the same class or in accordance with the rights as to dividends or capital conferred by any class of shares.

VARIATION OF CLASS RIGHTS

21. Method of varying class rights

Whenever the share capital of the Company is divided into different classes of shares, all or any of the special rights attached to any class may, subject to the provisions of the Statutes and unless otherwise expressly provided by the rights attached to the shares of that class, be varied or abrogated either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class (but not otherwise) and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding up. To every such separate general meeting all the provisions of the Statutes and of these Articles relating to general meetings of the Company and to the proceedings thereat shall, so far as applicable, apply mutatis mutandis, except that:

• the necessary quorum shall be two persons entitled to vote together holding or (i) representing by proxy at least one-third in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) (but so that, if at any adjourned meeting a quorum as above defined is not present, any holder of shares of that class entitled to vote and present in person or by proxy shall be a quorum);
• (ii) any holder of shares of that class present in person or by proxy may demand a poll; and
• that every such holder shall on a poll have one vote for every share of that class (iii) held by him.

The foregoing provisions of this Article 21 shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if the shares concerned and the remaining shares of such class formed separate classes.

22. When class rights deemed not to be varied

The rights attached to any class of shares shall, unless otherwise expressly provided by the terms of issue of such shares or the terms upon which such shares are for the time being held,

be deemed not to be varied or abrogated by the creation or issue of further shares ranking pari passu with or subsequent to the firstmentioned shares or by the purchase by the Company of its own shares.

CERTIFICATES

23. Authentication and evidence of title

Authentication and form of certificates 23.1

Notwithstanding any other provision of these Articles, the Directors may from time to time determine, either generally or in any particular case, the method by which any certificate for shares, warrants, debentures or other securities issued by the Company shall be authenticated or executed by or on behalf of the Company and in particular the Directors may (i) may dispense with the need to affix the common seal, an official seal, a securities seal or, in the case of shares on a branch register, an official seal for use in the relevant territory, to such certificate, (ii) may determine the manner, and by whom, any such certificate is to be signed, and may dispense with the need for such certificate to be signed or executed in any way, and (iii) may permit the signature or a facsimile of the signature of any person to be applied to such share certificate by any mechanical or electronic means in place of the person's actual signature, and any certificate issued in accordance with the requirements of the Directors shall, as against the Company, be sufficient evidence of the title of the person named in that certificate to the share comprised in it notwithstanding any rule of law to the contrary. Every such certificate shall specify the number, class and distinguishing number (if any) of the shares, warrants, debentures or other securities to which it relates and the amount or respective amounts paid up thereon. No certificate shall be issued representing shares, warrants, debentures or other securities of more than one class. No certificate need be issued in respect of shares, warrants, debentures or other securities held by a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange in respect of which the Company is not required by law to complete and have ready for delivery a certificate.

23.2 Evidence and transfer of title to securities

Nothing in these Articles shall require title to any shares, warrants, debentures or other securities of the Company to be evidenced or transferred by a written instrument, the regulations from time to time made under the Statutes and the Listing Rules so permitting. The Directors shall have power to implement such procedures (if any) as they may think fit and as may accord with the Statutes and any regulations made thereunder and with the Listing Rules for the recording and transferring of title to uncertificated securities and for the regulation of those procedures and the persons responsible for or involved in their operation.

24. Members' rights to certificates

Subject to the provisions of Article 23, every person whose name is entered as a member in the register of members shall be entitled without payment to a certificate for the shares registered in his name:

• in the case of issue, within one month (or such longer period as the terms of issue (i) shall provide) after allotment;
• in the case of a transfer of fully paid shares, within one month (or such longer or (ii) shorter period (if any) as the Listing Rules may from time to time permit or require) after lodgement of a transfer;
• in the case of a transfer of partly paid shares, within one month (or such longer or (iii) shorter period(if any) as the Listing Rules may from time to time permit or require) after lodgement of a transfer; or

(iv) of the surrender of the share warrant;

or (upon payment of such reasonable charge (if any) for every certificate after the first as the Directors shall from time to time determine) to several certificates, each for one or more of his shares of any one class provided that the Company shall not be bound to register more than four persons as the joint holders of a share and, in the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate for each class of share so held and delivery of a certificate to one of such persons shall be deemed sufficient delivery to all.

25. Delivery of certificate to broker or agent

Delivery of a certificate for shares to a 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.

26. Transfer of part of a holding

Where a member transfers some only of the shares comprised in a share certificate the old certificate shall be cancelled and a new certificate for the balance of such shares issued in lieu without charge.

27. Cancellation and replacement of certificates

• 27.1 Any two or more certificates representing shares of any one class held by any member may, at his request, be cancelled and a single new certificate for all such shares issued in lieu upon payment of such reasonable charge (if any) as the Directors shall from time to time determine.
• 27.2 If any member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two or more share certificates representing such shares in such proportions as he may specify, the Directors may, if they think fit, comply with such request upon payment of such reasonable charge (if any) as the Directors shall from time to time determine.
• 27.3 If a share certificate shall be damaged, defaced, worn out or alleged to have been lost, stolen or destroyed, it may be replaced by a new certificate on request subject to (in the case of damage, defacement or wearing out) delivery up of the certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions (if any) as to evidence and indemnity as the Directors think fit. Any such replacement certificate shall be issued without charge save that, in the case of alleged loss, theft or destruction, the person to whom a new certificate is issued shall pay to the Company any exceptional out-of-pocket expenses incidental to the investigation of evidence of loss, theft or destruction and the preparation of the requisite form of indemnity as aforesaid.
• 27.4 In the case of shares held jointly by several persons any such request may be made by any one of the joint holders.

CALLS ON SHARES

28. Power to make calls

The Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the terms of issue thereof made payable at fixed times. Each member shall (subject to being given at least fourteen days' notice specifying the time or times and place of payment) pay to the Company, at the time or times and place so specified, the amount called on his shares. A call may be required to be paid in instalments and may be either revoked or postponed by the Directors in whole or in part at any time before receipt by the Company of a sum due thereunder. Without prejudice to the lien created by Article 42, a person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.

29. Time when call made

A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

30. Liability of and receipts by joint holders

The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof and any one of such persons may give an effective receipt for any return of capital payable in respect of such share.

31. Interest payable on non-payment

If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate as may be fixed by the terms upon which such shares have been issued or, if no such rate is fixed, at such rate (not exceeding, without the sanction of the Company given by ordinary resolution, three per cent per annum above the base rate of the Company's bankers from time to time or, in the absence of such base rate, ten per cent per annum) as the Directors may determine and shall also pay all expenses that may have been incurred by the Company by reason of such non-payment, but the Directors may, if they think fit, in any case or cases, waive payment of such interest and expenses, wholly or in part.

Sums due on allotment deemed as calls 32.

Any sum (whether on account of the nominal value of the shares or by way of premium) which by the terms of issue of a share becomes payable upon allotment or (whether by instalment or otherwise) at any fixed date shall, for the purposes of these Articles, be deemed to be a call duly made and payable on the date on which, by the terms of issue, the same becomes payable. In the case of non-payment, all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

Differentiation in calls 33.

Subject to the terms of issue, the Directors may at any time to time differentiate between the allottees or holders of shares as to the amount of calls to be paid and the times of payment.

34. Payments of calls in advance

The Directors may, if they think fit, receive from any member willing to advance the same all or any part of the moneys (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon any shares held by him, and such payment in advance of calls shall extinguish pro tanto the liability upon the shares in respect of which it is made. The Company may pay interest upon the moneys so received (until and to the extent that the same would but for such advance become payable) at such rate (not exceeding, without the sanction of the Company given by ordinary resolution, three per cent per annum below the base rate of the Company's bankers from time to time or, in the absence of such base rate, ten per cent per annum) as the member paying such moneys and the Directors may agree upon. No moneys paid up in advance of calls shall entitle the holder of a share in respect thereof to any portion of a dividend, or other payment or distribution, subsequently declared in respect of any period prior to the date upon which such sum would, but for such payment in advance, become payable. The Directors may at any time repay moneys paid up in advance of calls upon giving to the member not less than one month's notice in writing.

FORFEITURE, SURRENDER AND LIEN

35. Notice requiring payment of call on default

If a member fails to pay the whole or any part of any call or instalment of a call on or before the day appointed for payment thereof, the Directors may, at any time thereafter, serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any accrued interest thereon and any expenses incurred by the Company by reason of such nonpayment.

36. Form of notice

The notice referred to in Article 35 shall name a further day (being not less than fourteen days from the date of service of the notice) on or before which, and the place where, the payment required by the notice is to be made and shall state that, in the event of non-payment in accordance therewith, the shares in respect of which the call or instalment of the call is payable will be liable to be forfeited.

37. Forfeiture for non-compliance with notice or surrender

If the requirements of any notice referred to in Article 35 are not complied with, any share in respect of which such notice has been given may, at any time thereafter and before payment of all calls or instalments, interest and expenses due in respect thereof has been received by the Company, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends and other payments or distributions declared in respect of the forfeited share and not actually paid or distributed before forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder.

Notice of forfeiture 38.

When any share has been forfeited in accordance with these Articles, notice of the forfeiture shall forthwith be given to the holder of the share or the person entitled to the share in consequence of a transmission event, as the case may be, and an entry of such notice having been given, and of the forfeiture or surrender, with the date thereof, shall forthwith be made in the register of members opposite to the entry of the share but no forfeiture shall be, in any manner, invalidated by any omission or neglect to give such notice or to make such entry as aforesaid

Annulment of forfeiture or surrender 39

Notwithstanding any forfeiture or surrender of a share pursuant to these Articles, the Directors may, at any time before the forfeited or surrendered share has been sold, re-allotted or otherwise disposed of or cancelled, annul such forfeiture or surrender upon such terms as they think fit

40. Sale or cancellation of forfeited or surrendered shares

A share forfeited or surrendered pursuant to these Articles shall become the property of the Company (provided that the Company shall not exercise any voting rights in respect of such share) and may (subject to the provisions of the Statutes) be sold, re-allotted or otherwise disposed of either to the person who was, before such forfeiture or surrender, the holder thereof or entitled thereto in consequence of a transmission event or to any other person upon such terms and in such manner as the Directors shall think fit and whether with or without all or any part of the amount previously paid on the share being credited as paid. Where for the purposes of its disposal a forfeited share is to be transferred to any person, the Directors may, in the case of a share in certificated form, authorise any person to execute an instrument of transfer and, in the case of a share in uncertificated form, the Directors may take such other steps (including the giving of instructions to, or on behalf of, the holder, who shall be bound by them) as they think fit to effect the transfer of the share to that person. Any share which has been so forfeited or surrendered and has not been sold, re-allotted or otherwise disposed of shall be cancelled by resolution of the Directors within the period specified in and otherwise in accordance with the Statutes.

41. Arrears to be paid notwithstanding forfeiture or surrender

A person, all or any of whose shares have been forfeited or surrendered, shall cease to be a member in respect of the forfeited or surrendered shares and shall, if the share is in certificated form surrender the certificate for any share forfeited or surrendered to the Company for cancellation and such person shall, notwithstanding the forfeiture or cancellation of the shares, remain liable (unless payment is waived in whole or in part by the Directors) to pay to the Company all moneys which, at the date of forfeiture or surrender, were presently payable by him to the Company in respect of the shares, with interest thereon at such rate (not exceeding, without the sanction of the Company given by ordinary resolution, three per cent per annum above the base rate of the Company's bankers from time to time or, in the absence of such base rate, ten per cent per annum) as the Directors may determine from the date of forfeiture or surrender until payment but the Directors may waive payment of such interest either wholly or in part, and the Directors may enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender or for any consideration received on their disposal.

42. Company to have lien on shares

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time or times in respect of such share. The Company shall also, insofar as is permitted by the Statutes, have a first and paramount lien on all shares (other than fully paid shares) standing registered in the name of a member (whether solely or jointly) for all the debts and liabilities of such member, or his estate, to the Company. The lien shall apply (i) notwithstanding that those debts and liabilities have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, (ii) whether or not the period for the payment or discharge of the same shall have actually arrived and (iii) notwithstanding that the same are joint debts or liabilities of such member, or his estate, and any other person, whether a member

15

of the Company or not. The Company's lien (if any) on a share shall extend to all dividends and other payments or distributions payable or distributable thereon or in respect thereof. The Directors may waive any lien that has arisen and may declare any share to be exempt, wholly or partially, from the provisions of this Article 42.

43. Enforcement of lien by sale

The Company may sell, in such manner as the Directors think fit, any share on which the Company has a lien, but no sale shall be made unless a sum, in respect of which the lien exists, is presently payable nor until the expiration of fourteen days after a notice in writing stating and demanding payment of the sum presently payable, and giving notice of the intention to sell in default of such payment, shall have been given to the time being of the share or the person entitled thereto by reason of a transmission event. For the purpose of giving effect to any such sale, the Directors may authorise any person to transfer the shares sold to the purchaser.

44. Application of proceeds of sale

The net proceeds of a sale pursuant to the provisions of Article 43, after payment of the costs of such sale, shall be received by the Company and applied in or towards payment or satisfaction of the debts or liabilities in respect whereof the lien exists, so far as the same are presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale and upon surrender, if required by the Directors, of the certificate of the shares sold) be paid to the person entitled to the shares at the time of the sale.

45. Statutory declaration as to forfeiture, surrender or sale

A statutory declaration in writing that the declarant is a Director or the Secretary of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. Such declaration and the receipt of the Company for the consideration (if any) given for the sale, re-allotment or other disposal thereof together with the share certificate (if any) delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or otherwise disposed of shall be registered as the holder of the share, and shall not be bound to see to the application of the purchase money (if any), nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or other disposal of the share.

TRANSFER OF SHARES

46. Form and execution of transfers

Except as may be provided by any procedures implemented pursuant to Article 23.2, all transfers of shares shall be effected by instrument in writing in any usual or common form or in any other form acceptable to the Directors. The instrument of transfer shall be executed by, or on behalf of, the transferor and (except in the case of fully paid shares) by, or on behalf of, the transferee. The transferor shall be deemed to remain the holder of the shares concerned until the name of the transferee is entered in the register of members in respect thereof.

Refusal to register 47.

The Directors may, in their absolute discretion and without assigning any reason therefor, refuse to register a transfer of any share which is not a fully paid share unless such share is listed on the Official List of the UK Listing Authority and traded on the London Stock Exchange's main market for listed securities. The Directors may also refuse to register a transfer of a share in uncertificated form where the Company is entitled to refuse (or is excepted from the requirement) under the Uncertificated Securities Regulations to register the transfer; and they may refuse any such transfer in favour of more than four transferees. The Directors may also refuse to register any transfer of a share on which the Company has a lien. If the Directors refuse to register a transfer pursuant to any provision of these Articles they shall, as soon as reasonably practicable, and in any event within two months after the date on which the transfer was lodged with the Company (in the case of a share in certificated form) or the date on which the Operator-instruction was received by the Company (in the case of a share in uncertificated form) (or in either case such longer or shorter period (if any) as the Listing Rules may from time to time permit or require), send to the transferee notice of the refusal which gives the reasons for the refusal.

48. Requirements for registration of transfer

The Directors may, in their absolute discretion and without assigning any reason therefor, refuse to register a transfer of any share in certificated form unless the relevant instrument of transfer (i) is in respect of only one class of share, (ii) is duly stamped, or adjudged or certified as not chargeable to stamp duty, (iii) is lodged at the transfer office, or at such other place as the Directors may from time to time determine, accompanied by the relevant share certificate(s) and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do) and (iv) is in favour of not more than four transferees jointly. In the case of a transfer by a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange, the lodgement of share certificates will only be necessary if, and to the extent that, certificates have been issued in respect of the shares in question.

Retention of instruments of transfer 49.

All instruments of transfer which are registered may be retained by the Company, but any instrument of transfer which the Directors refuse to register shall (except in the case where fraud or any other crime involving dishonesty is suspected in relation to such transfer) be returned to the person lodging it when notice of refusal in accordance with Article 47 is given.

50. No fee payable for registration of transfers

No fee will be charged by the Company in respect of the registration of any instrument of transfer, confirmation, probate, letters of administration, certificate of marriage or death, power of attorney or other document relating to or affecting the title to any shares or otherwise for making any entry in the register of members affecting the title to any shares.

51. Directors' powers to authorise transfers

Nothing in these Articles shall preclude the Directors, if empowered by these Articles to authorise any person to execute an instrument of transfer of a share, from authorising any person to effect the transfer of that share in accordance with any procedures implemented pursuant to Article 23.2

TRANSMISSION OF SHARES

52 -Transmission of shares

Transmission on death 52.1

In case of the death of a member, the survivor or survivors where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing in this Article 52 shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share solely or iointly held by him.

52.2 Registration or transfer on death, bankruptcy, etc

Subject to the provisions of Article 52.1, any person becoming entitled to a share in consequence of a transmission event may (subject as hereinafter provided), upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, either elect to be registered himself as the holder of the share upon giving to the Company notice in writing in such form as the Directors may prescribe of such desire or to have some other person nominated by him registered as the holder of the 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 share in certificated form, execute an instrument of transfer of the share to (i) that person; or
• if it is a share in uncertificated form: (ii)
  • (ii)(a) effect the transfer of that share to that person; or
  • change the share to a share in certificated form and execute an (ii)(b) = instrument of transfer of the share to that person.

All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of certificated shares shall be applicable to any such notice or transfer as aforesaid as if the transmission event as aforesaid had not occurred and the notice or transfer was a transfer executed by that member. The Directors may at any time give notice requiring a person becoming entitled to a share in consequence of a transmission event to elect to be registered himself or to transfer the share and, if the notice is not complied with within sixty days, the Directors may withhold payment of all dividends and other moneys payable in respect of the share until the requirements of the notice have been complied with.

52.3 Rights of persons entitled by transmission

Save as otherwise provided by or in accordance with these Articles, a person becoming entitled to a share in consequence of a transmission event (upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share) shall be entitled to the same dividends and other advantages as those to which he would be entitled if he were the registered holder of the share, but he shall not be entitled (except with the approval of the Directors) to receive notices of or to attend or vote at meetings of the Company, or (save as aforesaid) to any of the rights or privileges of a member, unless and until he shall have become a member in respect of the share.

DISCLOSURE OF INTERESTS IN SHARES

Disclosure of interests in shares 53.

53.1 Interpretation of and definitions for Article 53

For the purposes of this Article 53:

• a person other than the member holding a share shall be treated as appearing to be (i) interested in that share if the member has informed the Company that the person is, or may be, so interested, or if the Company (after taking account of any 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; (ii)
• "section 793 notice" means a notice given by the Company under section 793; (iii)
• reference to a person having failed to give the Company the information required by (iv) = a section 793 notice, or being in default as regards 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;
• an "approved transfer" means, in relation to any shares held by a member: (v)
  • a transfer by way of or pursuant to acceptance of a takeover offer for (a) = the Company (within the meaning in section 974); or
  • a transfer in consequence of a sale made through a recognised ﻗ investment exchange or recognised clearing house or any other stock exchange or market outside the United Kingdom on which the Company's shares are normally traded (if any); or
  • a transfer which is shown to the satisfaction of the Directors to be made (c) in consequence of a bona fide 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.

Disenfranchisement 53.2

If a member, or any other person appearing to be interested in shares held by that member, has been given a section 793 notice and has failed in relation to any shares (the "default shares", which expression shall include any further shares which are allotted or issued in respect of such shares) to give the Company the information thereby required within fourteen days after the giving of the section 793 notice, then the Directors may, in their absolute discretion at any time thereafter, by notice (a "direction notice") to such member (which shall be conclusive against such member and its validity shall not be questioned by any person) direct, with effect from the giving of the direction notice, that:

• the member shall not be entitled in respect of the default shares to attend or vote (i) (either in person or by proxy) at any general meeting or at any separate general or class meeting of the holders of that class of shares;
• where the default shares represent 0.25 per cent or more in nominal value of the (ii) issued shares of their class (calculated by reference to the number of shares in issue at the time when the section 793 notice is given and excluding any shares of that class held as treasury shares):
  • (a) in respect of the default shares, or any part thereof, shall, except on a winding up of the Company, be withheld by the Company until such time as the section 793 notice ceases to have effect and the Company shall not have any obligation to pay interest on any such sums when they are finally paid to the member and the member shall not be entitled to elect, pursuant to Article 140, to receive shares instead of any dividend; and
• (b) unless:
  • (aa) the member is not himself in default as regards supplying the information required and the member provides evidence to the satisfaction of the Directors that no person in default as regards supplying such information is interested in any of the shares which are the subject of the transfer; or
  • (bb) the transfer is an approved transfer; and
• (c) the Directors may give notice in writing to any member holding default shares in uncertificated form requiring the member to convert his holding of uncertificated default shares to certificated form within any period specified in the notice and requiring the member to continue to hold such default shares in certificated form for so long as the default subsists (and, for this purpose, the Directors may appoint any person to take such steps, by instruction by means of a relevant system or otherwise, in the name of the holder of such default shares, to effect conversion of such shares to certificated form and such steps shall be as effective as if they had been taken by the holder of the uncertificated default shares).

53.3 Service of notices on non-members

The Company shall send to each other person appearing to be interested in the default shares, the address of whom has been intimated to the Company, a copy of the direction notice at the same time as such notice is given to the relevant member, but the failure or omission to do so, or the non-receipt by that person of the copy, shall not invalidate or otherwise affect the application of Article 53.2.

53.4 Cessation of disenfranchisement

The sanctions under Article 53.2 shall have effect for so long as the default in respect of which the direction notice was issued continues and shall cease to have effect seven days after the earlier of:

• receipt by the Company of notice that the default shares have been transferred by (i) such member by means of a transfer in accordance with sub-paragraph (ii) (b) of Article 53.2; and
• due compliance, to the satisfaction of the Company, with the section 793 notice. (ii)

In addition, the Directors may at any time give notice suspending for any given period or cancelling a direction notice or any part thereof.

53.5 No restriction of statutory provisions

The provisions in this Article 53 are in addition and without prejudice to the provisions of the Statutes and, in particular, the Company may apply to the court under section 794 whether or not the provisions of this Article 53 apply or have been applied.

UNTRACED SHAREHOLDERS

54. Untraced shareholders

54.1 Power to dispose of shares of untraced shareholders

The Company shall be entitled to sell, in such manner and for such price as the Directors think fit, any share held by a member or any share to which a person is entitled in consequence of a transmission event if and provided that:

• for a period of 12 years before the giving of notice pursuant to sub-paragraph (iii) (i) of this Article 54.1 no cheque or warrant for amounts payable in respect of the share, sent and payable in a manner authorised by these Articles, has been cashed and no communication in respect of the share has been received by the Company from the member or person concerned;
• during that period at least three cash dividends (whether interim or final) in respect (ii) of the share have become payable and no dividend in respect of the share has been claimed;
• the Company has, after the expiration of that period, by advertisement in both a (iii) national daily newspaper and a newspaper circulating in the area in which the last known postal address of the member or the address at which service of notices may be effected in the manner authorised by these Articles is located and by notice to the London Stock Exchange and/or the UK Listing Authority (as may be required) if shares of the class concerned are listed on the Official List of the UK Listing Authority and traded on the London Stock Exchange's main market for listed securities, given notice of its intention to sell such share; and
• the Company has not, during the further period of three months after the date (or, (iv) if they are published on different dates, the last date) of such advertisements and prior to the sale of the share, received any communication in respect of the share from the member or person concerned.

54.2 Power to dispose of additional shares

The Company shall also be entitled to sell, in the manner provided for in this Article 54, any share ("additional share") issued during the said period or periods of 12 years and 3 months in right of any share to which Article 54.1 applies or in right of any share issued during either of such periods, provided that the requirements of sub-paragraphs (i) (but modified to exclude the words "for a period of 12 years before the giving of notice pursuant to sub-paragraph (iii) of this Article 54.1"), (iii) (but modified to exclude the words "after the expiration of that period") and (iv) of Article 54.1 are satisfied in respect of such additional share.

54.3 Sale procedure and application of proceeds

To give effect to any such sale, the Directors may, in the case of a share or shares in certificated form, appoint any person to execute as transferor an instrument of transfer of the said share(s) and such instrument of transfer shall be as effective as if it had been executed by the holder of, or person entitled in consequence of a transmission event to, such share(s) and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating to the said transfer. In the case of a share in uncertificated form, the Directors may take such other steps (including the giving of directions to, or on behalf of the holder, who shall be bound by them) as they think fit to effect the transfer. The Company shall be indebted to the former member or other person previously entitled to the said share(s) for an amount equal to the net proceeds of sale and shall enter the name of such former member or other person in the books of the Company as a creditor for such amount which shall be a permanent debt of the Company. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds of sale. The net proceeds of sale may be employed in the business of the Company or investments (other than shares of the Company or its holding company, if any) as the Directors may from time to time think fit.

STOCK

55 Conversion into stock

Subject to the provisions of these Articles, the Company may from time to time by ordinary resolution convert any fully paid shares into stock or reconvert any stock into fully paid shares of any denomination. If and whenever any shares of any class in the capital of the Company for the time being shall have been issued and be fully paid, and at that time the shares of that class previously issued and fully paid shall stand converted into stock, such further shares and shares issued prior to the conversion of the shares of that class into stock but which were not fully paid at the date of conversion, upon being fully paid, shall ipso facto be converted into stock transferable in the same units as the existing stock of that class.

56. Transfer of stock

The holders of stock may transfer the same or any part thereof, unless otherwise directed by ordinary resolution of the Company, in the same manner and subject to the same regulations as those subject to which the shares from which the stock arose might, prior to conversion, have been transferred (or as near thereto as circumstances admit) but no stock shall be transferable except in such units (not being greater than the nominal value of the shares from which the stock arose) as the Directors may from time to time determine.

57. Rights of stockholders

The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividend, return of capital, voting and other matters as if they held the shares from which the stock arose, but no such right, privilege or advantage (except as regards participation in the dividends, profits or assets of the Company) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such right, privilege or advantage. All the provisions of these Articles applicable to paid up shares shall apply to stock and the words "share" and "member" shall include "stock" and "holder of stock" respectively.

GENERAL AND CLASS MEETINGS

58. Annual general meetings

The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year. An annual general meeting shall be held in each period of 6 months beginning with the day following the Company's accounting reference date at such time and place as may be determined by the Directors.

59. General meetings

All meetings of the members other than annual general meetings shall be called general meetings. The Directors may whenever they think fit proceed to convene a general meeting in accordance with the Statutes. General meetings shall also be convened by the Directors on a requisition in accordance with sections 303 to 305 inclusive or, in default, may be convened by the requisitionists of such general meeting, in accordance with the Statutes. A general meeting when convened by the Directors shall be held at such time and place as may be determined by the Directors provided that, whenever the Directors shall on a members' requisition convene a general meeting, they shall convene such meeting for a date not more than six weeks after the requisition is deposited at the office. If at any time there are not within the United Kingdom sufficient Directors capable of acting to form a quorum of the board, any Director or any two members may convene a general meeting in the same manner (as nearly as may be) as that in which such a meeting might have been convened by the Directors.

60. Separate class meetings

All the provisions of the Statutes and of these Articles relating to general meetings of the Company and to the proceedings thereat shall mutatis mutandis apply to any separate meeting of the holders of shares of any class held otherwise than pursuant to Article 21.

LOCATION OF GENERAL MEETING

61. Location of general meetings

61.1 General meetings at more than one place

The Directors may resolve to enable persons entitled to attend a general meeting to do so by simultaneous attendance and participation at another place designated by the Directors as a satellite meeting place. The members present in person or by proxy at any satellite meeting place shall be counted in the quorum for, and be entitled to vote at, the general meeting in question, and that meeting shall be duly constituted and its proceedings valid if the chairman of the general meeting is satisfied that adequate facilities are available throughout the general meeting to ensure that members attending at all the meeting places are able to:

• participate in the business for which the meeting has been convened; (i)
• hear and see all persons who speak (whether by the use of microphones, (ii) loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place; and
• be heard and seen by all other persons so present in the same way. (iii)

The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting place.

61.2 Interruption or adjournment where facilities inadequate

If it appears to the chairman of the general meeting that the facilities at the principal meeting place or any satellite meeting place have become inadequate for the purposes referred to in Article 61.1, then the chairman may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at that general meeting up to the time of that adjournment shall be valid. The provisions of Article 68 shall apply to that adjournment.

61.3 Other arrangements for viewing/hearing proceedings

The Directors may make arrangements for persons entitled to attend a general meeting or an adjourned general meeting to be able to view and hear proceedings of the general meeting or adjourned general meeting and to speak at the meeting (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) by attending at a venue anywhere in the world not classified as a satellite meeting place. Those attending at any such venue shall not be regarded as present at the general meeting or adjourned general meeting and shall not be entitled to vote at the meeting at or from that venue. The inability for any reason of any member present in person or by proxy or any other person at such a venue to view or hear all or any of the proceedings of the meeting or to speak at the meeting shall not in any way affect the validity of the proceedings of the meeting.

61.4 Controlling level of attendance

The Directors may from time make such arrangements for controlling the level of attendance at any venue for which arrangements have been made pursuant to Article 61.3

(including without limitation the issue of tickets or the imposition of some other means of selection) as they in their absolute discretion consider appropriate, and may from time to time change those arrangements. If a member, pursuant to those arrangements, is not entitled to attend in person or by proxy at a particular venue, he shall be entitled to attend in person or by proxy at any other venue for which arrangements have been made pursuant to Article 61.3. The entitlement of any member to be present at such venue in person or by proxy shall be subject to any such arrangement then in force and stated by the notice of meeting or adjourned meeting to apply to the meeting.

61.5 Change in place and/or time of meeting

If, after the sending of notice of a general meeting but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors decide that it is impracticable or unreasonable for a reason beyond their control to hold the meeting at the declared place (or any of the declared places, in the case of a meeting to which Article 61.1 applies) and/or time it may change the place (or any of the places, in the case of a meeting to which Article 61.1 applies) and/or postpone the time at which the meeting is to be held. If such a decision is made, the Directors may then change the place (or any of the places, in the case of a meeting to which Article 61.1 applies) and/or postpone the time again if they decide that it is reasonable to do so. In either case:

• no new notice of the meeting need be sent, but the Directors shall, if practicable, (i) advertise the date, place and time of the meeting in at least one leading Scottish and one leading national daily newspaper in the United Kingdom and shall make arrangements for notices of the change of place and/or postponement to appear at the original place and/or at the original time; and
• a proxy appointment in relation to the meeting may, if by means of an instrument, (ii) be delivered to the office or such other place within the United Kingdom as may be specified by or on behalf of the Company in accordance with Article 83.1, or, if sent or supplied by electronic means, be received at the address (if any) specified by or on behalf of the Company in accordance with Article 83.2.

61.6 Meaning of participate

For the purposes of this Article 61, the right of a member to participate in the business of any general meeting shall include without limitation the right to speak, vote on a show of hands, vote on a poll, be represented by a proxy and have access to all documents which are required by the Statutes or these Articles to be made available at the meeting.

61.7 Security

The Directors and, at any general meeting, the chairman may make any arrangement and impose any requirement or restriction they or he considers appropriate to ensure the security of a general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place. The Directors and, at any general meeting, the chairman are entitled to refuse entry to a person who refuses to comply with these arrangements, requirements or restrictions.

NOTICE OF GENERAL MEETINGS

Period and omission or non-receipt of notice 62.

• 62.1 An annual general meeting shall be called by at least 21 days' notice in writing or in electronic form.
• 62.2 form.
• 62.3 specified above if the conditions set out in the Statutes have been satisfied.
• 62.4 The notice shall be given in accordance with the provisions of these Articles to the auditors and to all members other than such as are not under the provisions of these Articles or the terms of issue of the shares they hold entitled to receive such notices from the Company and to every other person who, by virtue of the Statutes or these Articles, is entitled to receive such notices from the Company.
• 62.5 The accidental omission to give notice to, or the non-receipt of notice by any person entitled thereto, shall not invalidate the proceedings at any general meeting.
• 62.6 The Directors shall be entitled to determine that persons entitled to receive notices are those persons entered in the register of members of the Company at the close of business on a day determined by the Directors, provided that, if the Company is a participating issuer, the day determined by the Directors may not be more than 21 days before the day that the relevant notice of meeting is sent.
• 62.7 The Directors shall be entitled to determine that where no valid address is held for a member entitled to receive notice, that notice need not be sent to such member.

Contents of notice 63

• 63.1 Subject to the provisions of the Statutes, every notice calling a general meeting shall specify the place and the day and hour of the meeting, and there shall appear with reasonable prominence in every such notice a statement that a member entitled to attend and speak and vote is entitled to appoint one or more proxies to attend and speak and vote (whether on a show of hands or on a poll) instead of him and that a proxy need not be a member of the Company.
• 63.2 In the case of an annual general meeting, the notice shall also specify the meeting as such.
• 63.3 In the case of any general meeting at which business other than routine business is to be transacted, the notice shall specify such information as shall be required by the Listing Rules.
• 63.4 The notice of any general meeting shall set out the text of all Substantive Resolutions to be considered by the meeting and shall state in the case of each resolution whether it is to be proposed as an ordinary resolution or as a special resolution.
• 63.5 The notice of meeting shall specify that a member is not entitled to attend and vote unless his name is entered in the register of members at a time specified in the notice of meeting which is not more than 48 hours before the time fixed for the meeting. In calculating this time period, no account shall be taken of any part of a day that is not a working day. Changes to entries in the register of members of the Company after the time so specified in the notice shall be disregarded in determining the rights of any person to so attend and vote.

64. Notice of resolutions on members' requisitions

The Directors shall, on the requisition of members in accordance with the provisions of the Statutes but subject as therein provided:

• give to the members entitled to receive notice of the next annual general meeting, (i) notice of any resolution which may properly be moved and is intended to be moved at that meeting; and
• circulate to the members entitled to have notice of any general meeting, any (ii) statement of not more than one thousand words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

65. Quorum

No business, other than the appointment of a chairman of the meeting, shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Save as otherwise provided in these Articles, two members present in person or by proxy and entitled to vote shall be a quorum for all purposes.

66. If quorum not present

If within fifteen minutes from the time appointed for a general meeting (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) a quorum is not present, the meeting, if convened on or by the requisition of members, shall be dissolved. In any other case the meeting shall stand adjourned to such day, time and place as may have been specified for the purpose in the notice convening the meeting or (if not so specified) as the chairman of the meeting may decide. If at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the member or members present in person or by proxy and entitled to vote shall be a quorum.

67. Chairman

The chairman of the board of Directors, failing whom one of the deputy chairmen, failing whom one of the vice-chairmen (in either case to be chosen, if more than one are present and in default of agreement among themselves, by lot) shall be entitled to preside as chairman at every general meeting. If there is no such chairman or deputy chairman or vice-chairman or, if at any meeting none of them shall be present within fifteen minutes after the time appointed for holding the meeting and willing to preside, the Directors present shall choose one of their number (or, if no Director is present or if all the Directors present decline to take the chair, the members present and entitled to vote shall choose one of their number) to be chairman of the meeting.

68. Adjournments

The chairman of the meeting may with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time (or sine die) and from place to place. In addition, the chairman of the meeting may at any time without the consent of the meeting adjourn the meeting to another time or place if it appears to him that:

• the number of persons wishing to attend cannot be conveniently accommodated in (i) the place(s) appointed for the meeting; or
• the unruly conduct of persons attending the meeting prevents or is likely to (ii) prevent the orderly continuation of its business; or
• an adjournment is otherwise necessary so that the business of the meeting may (iii) be properly conducted.

No business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.

69. Time and place of adjourned meetings

• 69.1 meeting held at a principal meeting place and a satellite meeting place, such other places) and for such time as the chairman may, in his absolute discretion determine, notwithstanding that by reason of such adjournment some members or other persons entitled to attend and vote may be unable to be present at the adjourned meeting. Any such member may nevertheless appoint a proxy for the adjourned meeting either in accordance with Article 82 or by means of an instrument which, if delivered by him to the chairman or the Secretary, shall be valid even though it is given at less notice than would otherwise be required by Article 83. When a meeting is adjourned for 30 days or more or for an indefinite period, notice shall be sent at least seven clear days before the date of the adjourned meeting specifying the place and time (or places, in the case of a meeting to which Article 61.1 applies) of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to send any notice of an adjournment or of the business to be transacted at an adjourned meeting.
• 69.2 When a meeting is adjourned for lack of a quorum, the meeting may only be held at shorter notice than required by Article 62 if:
  • 69.2.1 no business shall be dealt with at the adjourned meeting that was not set out in the notice of the original meeting; and
  • 69.2.2 the adjourned meeting is held at least 10 clear days after the original meeting.
• 69.3 The Directors may determine that persons entitled to receive notice of an adjourned meeting in accordance with this Article 69 are those persons entered on the register of members of the Company at the close of business on a day determined by the Directors, provided that, if the Company is a participating issuer, the day determined by the Directors may not be more than 21 days before the day that the relevant notice of meeting is sent. The notice of an adjourned meeting given in accordance with this Article 69 may also specify a time (which, if the Company is a participating issuer, shall not be more than 48 hours before the time fixed for the meeting) by which a person must be entered on the register of members of the Company in order to have the right to attend or vote at the meeting. Changed to entries on the register of members of the Company after the time so specified in the notice shall be disregarded in determining the rights of any person to so attend or vote.

70. Amendments to resolutions

In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon. In the case of a resolution duly proposed as an ordinary resolution, no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon unless (i) at least forty eight hours prior to the time appointed for holding the meeting or adjourned meeting at which such resolution is to be proposed, notice in writing of the terms of the amendment and intention to move the same has been lodged at the registered office of the Company, or received in or by electronic means at such address (if any) as may for the time being be notified by or on behalf of the Company for that purpose or (ii) the chairman in his absolute discretion decides that the amendment may be considered and voted upon. If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

71. Methods of voting

At any general meeting all Substantive Resolutions put to the meeting shall be decided on a poll and all Procedural Resolutions put to the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll as hereinafter mentioned) demanded by:

• the chairman of the meeting; or (i)
• not less than five members present in person or by proxy and entitled to vote; or (ii)
• a member or members present in person or by proxy and representing not less (iii) = than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
• a member or members present in person or by proxy and representing shares in (iv) the Company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

71A Substantive Resolutions

• 71A.1 Subject to Article 70 and subject to the Statutes, no Substantive Resolution may be considered or passed at a general meeting unless, in accordance with Article 63.4, the text of the resolution was set out in the notice by which the meeting was convened.
• 71A.2 The chairman of the meeting shall have the power in his absolute discretion to determine whether a resolution is a Procedural Resolution or a Substantive Resolution and his decision made in good faith shall be final.

72. Declaration of result and conduct of poll

A demand for a poll may be withdrawn at any time before the conclusion of the meeting or the taking of the poll, whichever is the earlier. If a demand for a poll is withdrawn, the result of a show of hands on a Procedural Resolution declared before the demand was made shall remain valid. Unless a poll is required or duly demanded (and the demand is not withdrawn), a declaration by the chairman of the meeting that a Procedural Resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost and an entry to that effect in the minute book of the Company shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded for or against such resolution. If a poll is required or duly demanded (and the demand is not withdrawn), it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the chairman of the meeting may direct and the result of a poll shall be deemed to be the resolution of the meeting at which the poll was required or demanded. The chairman of the meeting may (and if so directed by the meeting shall) appoint scrutineers and may adjourn the meeting to such place and time fixed by him for the purpose of declaring the result of the poll.

When poll to be taken 73.

A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll required or demanded on any other question shall be taken either immediately or at such subsequent time (being not more than fourteen days after the date of the meeting at which the poll was required or demanded, as the case may be) and place as the chairman may direct. Unless the chairman otherwise directs, no notice need be given of a poll not taken immediately.

74. Continuance of meeting

The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded. The requirement for a poll shall not affect the continuance or conduct of the meeting. If a poll is demanded before the declaration of a result of a show of hands on a Procedural Resolution and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

VOTES OF MEMBERS

75. Right to vote

• 75.1 Subject to any special rights or restrictions as to voting attached by or in accordance with these Articles to any class of shares and to the provisions of these Articles:
  • on a show of hands: (i)
    • every member present in person shall have one vote; and (i)(a)
    • (i)(b) has been duly appointed by one or more members entitled to vote on the resolution shall have one vote; and
  • on a poll, every member present in person or by proxy shall have one vote for (ii) each share of which he is the holder.
• 75.2 On a vote on a resolution on a show of hands at a meeting, a proxy shall have one vote for and one vote against the resolution if:
  • the proxy has been duly appointed by more than one member entitled to vote on (i) the resolution; and
  • the proxy has been instructed by one or more of those members to vote for the (ii) resolution and by one or more of those members to vote against it.

Votes of joint holders 76.

In the case of joint holders of a share, the vote of the senior member who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

77. Member under incapacity

A member who is a patient for any purpose of any statute relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his guardian, receiver, curator bonis or other person in the nature of a guardian, receiver or curator bonis appointed by such court, and any such guardian, receiver, curator bonis or other person may, on a poll, vote by proxy, provided that such evidence as the Directors may require of the person claiming to vote shall have been deposited at the transfer office, or at such other place (if any) as is specified for the delivery of instruments of proxy in accordance with these Articles, not less than forty eight hours (excluding any part of a day that is not a working day) before the time appointed for holding the 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 the taking of the poll at which it is desired to vote.

78. Calls in arrears

No member shall, unless the Directors otherwise determine, be entitled in respect of any share held by him to attend or vote at a general meeting of the Company either in person or by proxy or to exercise any other right conferred by membership in relation to general meetings of the Company if any call or other sum presently payable by him to the Company in respect of shares in the Company remains unpaid.

ADMISSIBILITY OF VOTES

79. Objections to voting

If (i) any objection shall be raised to the qualification of any person to vote or to the admissibility of any vote or (ii) any votes have been counted which ought not to have been counted or which might have been rejected or (iii) any votes are not counted which ought to have been counted, the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error raised or pointed out in due time shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman of the meeting decides that the same may have affected the decision of the meeting. The decision of the chairman of the meeting on such matters shall be final and conclusive.

80. Supplementary provisions on voting

On a poll votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

PROXIES

81. Proxy need not be member

A proxy need not be a member of the Company and a member may appoint more than one proxy to attend, speak and vote on his behalf on the same occasion provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the member.

892. Appointment and form of proxy

• 82.1 A proxy shall be appointed:
  • by instrument in writing in any usual or common form, or in any other form which (1) the Directors may prescribe or accept (subject to compliance with the Listing Rules), executed by or on behalf of the appointor;
  • (ii) by electronic means, in accordance with Article 149.4, to such address as may be notified by or on behalf of the Company for that purpose; or
  • by any other lawful means from time to time authorised by the Directors. (iii)
• 82.2 A means of appointing a proxy which is authorised by or in terms of paragraph (ii) or (iii) of this Article 82 shall be subject to any requirements as to authentication of the appointment and any terms, limitations, conditions or restrictions that the Directors may from time to time prescribe.
• 82.3 A corporation may execute an instrument appointing a proxy under its common seal or the hand of a duly authorised officer. The signature on such instrument need not be witnessed.

Delivery of form of proxy 83.

• 83.1 The appointment of a proxy must:
  • in the case of an appointment made in hard copy form, be received at the office (or (i) such other place in the United Kingdom as may be specified by the Company for the receipt of appointment of proxy in hard copy form) not less than 48 hours (or such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote together with (if required by the board) any authority under which it is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the board;
  • in the case of an appointment made by electronic means, be received at the (ii) address specified by the Company for the receipt of appointments of proxy by electronic means not less than 48 hours (or such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. Any authority pursuant to which such an appointment is made or a copy of the authority, certified notarially or in accordance with the Power of Attorney Act 1971 or in some other manner approved by the board, must, if required by the board, be received at such address or at the office (or such other place in the United Kingdom as may be specified by the Company for the receipt of such documents) not less than 48 hours (or such shorter time as the board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;
  • in the case of a poll taken more than 48 hours after it was required or demanded, be (iii) received as aforesaid not less than 24 hours (or such shorter time as the board may determine) before the time appointed for the taking of the poll;
  • (iv) meeting but 48 hours or less after it was required or demanded, be received as aforesaid before the end of the meeting at which it was required or demanded (or at such later time as the board may determine) and an appointment of a proxy which is not, or in respect of which the authority or copy thereof is not, received in a manner so permitted shall be invalid.

When two or more valid but differing appointments of a proxy are received in respect of the same share for use at the same meeting or poll, the one which is last received (regardless of its date or of the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned. The proceedings at a general meeting shall not be invalidated where an appointment of a proxy in respect of that meeting is sent in electronic form as provided in these articles, but because of a technical problem it cannot be read by the recipient.

The board may at its discretion determine that, in calculating the periods mentioned in this Article 83.1, no account shall be taken of any part of a day that is not a working day.

83.2 Without limiting the foregoing, in relation to any shares which are held in uncertificated form, the Directors may from time to time permit appointments of a proxy to be made by electronic means in the form of an Uncertificated Proxy Instruction (that is, a properly authenticated dematerialised instruction, and/or other instruction, which is sent by means of the relevant system concerned and received by such participant in that system acting on behalf of the Company as the Directors may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements of the relevant system concerned)); and may in a similar manner permit supplements to, or amendments or revocations of, any such Uncertificated Proxy Instruction to be made by like means. Notwithstanding any other provision of these Articles, the Directors may in addition prescribe the method of determining the time at which any such properly authenticated dematerialised instruction (and/or other instruction or notification) is to be treated as received by the Company or such participant. The Directors 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.

84. Issue of forms of proxy

Subject to the provisions of the Statutes and the Listing Rules, the Directors may, if they think fit, at the expense of the Company, issue forms of proxy for use by the members with or without prepaid postage and with or without inserting therein the names of any of the Directors or any other person as proxies. In cases where instruments of proxy are sent out with notices, the accidental omission to send such instruments of proxy to, or the non-receipt of such instruments of proxy by, any person entitled to receive notice shall not invalidate the proceedings at any general meeting.

Validity of forms of proxy 85.

• 85.1 An instrument appointing a proxy and the appointment of a proxy by electronic means shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates. When two or more valid but differing instruments appointing a proxy are received, or two or more valid but differing appointments of a proxy by electronic means are received, or any combination of instruments appointing a proxy and appointments of a proxy by electronic means in respect of the same share for use at the same meeting, the one which is last received (regardless in the case of an instrument in writing of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that share and, if the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date stated in it as the date of its execution, and the appointment of a proxy by electronic means shall not be valid after the expiration of twelve months from the date of receipt in accordance with Article 83 except:
  • (i) a at an adjourned meeting or on a poll required or demanded at a meeting or an adjourned meeting in the case where the meeting was originally held within twelve months from such date; or
  • a power of attorney which contains a power to act and vote for a member at all (ii) meetings of the Company shall, if once duly intimated to the Company not require to be again deposited at the transfer office or such other place or one of such other places (if any) as is specified for the delivery of instruments appointing a proxy in accordance with these Articles.

86. Revocation of proxy, etc.

A vote cast or poll demanded by a proxy or by the duly authorised representative of a corporation shall not be invalidated by the revocation of the person voting or demanding a poll (such revocation being deemed to include revocation of the proxy or of the authority under which the proxy was executed or the death or insanity of the appointing member or transfer of the shares in respect of which the vote is given or poll is demanded) unless notice of the revocation or transfer shall have been received by the Company:

• where the proxy was appointed by instrument in writing, at the transfer office or (i) such other place or one of such other places (if any) as is specified for the delivery of instruments appointing a proxy in accordance with these Articles; and
• (ii) where the proxy was appointed by electronic means, at the address specified for the receipt of such appointment in accordance with these Articles;

before the commencement of the meeting or adjourned meeting or (in the case of the poll taken otherwise than at, or on the same day as, the meeting or the adjourned meeting) the time appointed for the taking of the poll at which the vote is cast.

INCORPORATED MEMBERS ACTING BY REPRESENTATIVES

87. Authority of representatives

• 87.1 Subject to the Statutes, any corporation (whether or not a company within the meaning of the Statutes) which is a member of the Company may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at any meeting of the Company. A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company. Where more than one person is authorised by the corporation:
  • 87.1.1 on a vote on a resolution on a show of hands at a meeting of the Company, each authorised person has the same voting rights as the corporation would be entitled to; and
  • 87.1.2 where Article 87.1.1 does not apply and more than one authorised person purports to exercise a power in respect of the same shares:
    • if they purport to exercise the power in the same way as each other, (i) the power is treated as exercised in that way; and
    • if they do not purport to exercise the power in the same way as each (ii) other, the power is treated as not exercised.
• 87.2 The Directors may, but shall not be bound to:
  • 87.2.1 act as the representative of any such corporation; or
  • 87.2.2 require evidence of any voting instructions given by such corporation.
• 87.3 Neither the validity of any vote cast by a representative nor the result of any vote (whether on a poll or on a show of hands) shall be affected by any failure by the representative to vote in accordance with the instructions of the corporation.

DIRECTORS

88. Limits on number of Directors

Unless and until otherwise determined by the Company by ordinary resolution, the number of Directors (other than alternate Directors) shall not be more than fourteen nor less than two.

Director need not be member 89.

A Director shall not be required to hold a share qualification but a Director who is not a member of the Company shall nevertheless be entitled to receive notice of and to attend and speak at all

general meetings of the Company and all separate meetings of the holders of any class of shares of the Company.

90. Directors' fees

The fees paid to, and benefits in kind received by, the Directors for their services in the office of director shall not exceed in aggregate £900,000 per annum or such higher amount as the Company may from time to time by ordinary resolution determine. Subject thereto, each such Director shall be paid a fee (which shall be deemed to accrue from day to day) at such rate, and shall receive such benefits in kind, as may from time to time be determined by the Directors and, in default of such determination within a reasonable period, such fees and benefits in kind shall be divided among the Directors equally. Any fee payable pursuant to this Article 90 shall be distinct from any salary, remuneration or other amounts payable to a Director pursuant to any other provision of these Articles or any contract or arrangement between the Company and the relevant Director.

91. Directors may be paid expenses

The Directors may pay or repay to any Director all such proper and reasonable travelling, hotel and other expenses as he may incur in attending and returning from meetings of the Directors or of any committee of the Directors or general or class meetings or otherwise in connection with the business of the Company.

92. Additional remuneration of Directors

Any Director who is appointed to any executive office (including for this purpose the office of chairman whether or not such office is held in an executive capacity) or who serves on any committee of the Directors or who otherwise performs services which, in the opinion of the Directors, are outside the scope of the ordinary duties of a Director or who makes any special exertions in going or residing abroad or otherwise in connection with the business of the Company may be paid such extra remuneration by way of salary, commission, participation in profits or otherwise as the Directors may determine and such remuneration may at the discretion of the Directors be either in addition to or in substitution for all or any part of any other remuneration to which such Director may be entitled under these Articles.

93 Retirement benefits and insurance

Retirement and other benefits 93.1

Without prejudice to the general power of the Directors under these Articles to exercise on behalf of the Company (by establishment or maintenance of schemes or otherwise) all the powers of the Company to give, or procure the giving of, retirement, death or disability benefits, annuities or other allowances, emoluments or benefits to, or for the benefit of, any person, and without restricting the generality of their other powers, the Directors shall have power to pay, and agree to pay, retirement, death or disability benefits, annuities or other allowances, emoluments or benefits to any Director, ex-Director, officer of the Company or its predecessors in business or of any other undertaking which is (i) the parent undertaking of the Company or (ii) a subsidiary undertaking of the Company or of any such parent undertaking or (ii) otherwise allied to or associated with the Company or any such parent undertaking or subsidiary undertaking or in which the Company or any such parent undertaking or subsidiary undertaking has any interest, whether directly or indirectly, and to the husbands, wives, widowers, widows, children, families, dependants and personal representatives of any such Director, ex-Director, officer or ex-officer, and, for the purpose of providing any such benefits,

annuities, allowances or emoluments, to establish or contribute to any trust, scheme, association, arrangement or fund or to pay premiums, and shall have power to establish trusts, schemes, associations, arranqements or funds considered to be for the benefit of any such persons aforesaid. A Director, ex-Director, officer or ex-officer shall not be accountable to the Company or the members for any such benefit, annuities, allowances or emoluments, and the receipt of the same shall not disqualify any person from being or becoming a director of the Company.

Insurance 93 2

Without prejudice to the provisions of Article 159, the Directors shall have power 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 the Company or of its predecessors in business or of any other undertaking which is (i) the parent undertaking of the Company or (ii) a subsidiary undertaking of the Company or of any such parent undertaking or (iii) otherwise allied to or associated with the Company or any such parent undertaking or subsidiary undertaking or in which the Company or any such parent undertaking or subsidiary undertaking has any interest, whether directly or indirectly, or who are or were at any time trustees of any retirement benefits scheme or employees' share scheme in which employees of the Company or of any such other undertaking are interested, including (without prejudice to the foregoing generality) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or the exercise or purported exercise of their powers and/or otherwise in relation to their duties, powers or offices in relation to the Company or any such other undertaking or refirement benefits scheme or employees' share scheme.

94. Directors' interests and appointments with other companies

94.1 Directors' interests in contracts arrangements and transactions with the Company

Subject to the provisions of the Statutes and to Article 108, a Director or alternate Director may be a party to, or in any way interested, whether directly or indirectly, in any contract, arrangement or transaction to which the Company is a party, or in which the Company is in any way interested, whether directly, and any such contract, arrangement or transaction shall not be avoided by virtue of such Director's interest, and he may hold and (in addition to any other remuneration provided for by, or pursuant to, any other Article) be remunerated in respect of any office (other than the office of auditor of the Company or of any subsidiary undertaking of the Company) or employment under the Company or any other undertaking in which the Company is in any way interested, and he (or any firm of which he is a member) may act in a professional capacity for the Company or any such other undertaking and be remunerated therefor and, in any such case as aforesaid (unless otherwise agreed), the Director may retain, for his own absolute use and benefit, all remuneration, profits and other benefits accruing to him thereunder or in consequence thereof.

94.2 Appointments with other companies

Subject to any agreement to the contrary between the Company and the Director, a Director may be or become a director or other officer of, or otherwise interested in, any undertaking promoted by the Company or in which the Company may be interested, and (unless otherwise agreed) shall not be accountable to the Company or the members for any remuneration, profit or other benefit received by him as a director or officer of, or from his interest in, such other undertaking. The Directors may also cause the voting power conferred by the shares in any other undertaking held or owned by the Company or interest or right in such undertaking to be exercised in such manner as they think fit, including the exercise thereof in favour of any resolution or decision appointing themselves or any of them to be directors, officers or servants of, or to any other position in, such other undertaking, or voting

or providing for the payment of remuneration to the directors, officers or servants of, or any holders of any other position in, such other undertaking.

95. Executive office

Executive office 95 1

The Directors may from time to time appoint one or more of their number to be the holder of any executive office or make any appointment by them of a Director conditional upon his accepting any executive office (including, where considered appropriate, the office of chairman, deputy chairman or vice-chairman or managing, joint managing or deputy or assistant managing director or chief, deputy chief or assistant chief executive) on such terms, and for such period, as they may (subject to the provisions of the Statutes) determine and, without prejudice to the terms of any service contract entered into in any particular case, may at any time revoke such appointment.

95.2 When termination of appointment automatic

The appointment of any Director to any of the executive offices specifically mentioned in Article 95.1 shall automatically terminate if he ceases from any cause to be a Director (other than as a consequence of retirement at an annual general meeting where he is re-elected at the same meeting), but without prejudice to any claim for damages for breach of any service contract between him and the Company.

95.3 When termination of appointment is not automatic

The appointment of any Director to any other executive office shall not automatically terminate if he ceases from any cause to be a Director (other than as a consequence of retirement at an annual general meeting where he is re-elected at the same meeting), unless the contract or resolution under which he holds or is removed from office shall expressly state otherwise, in which event the termination of his office if he ceases to be a Director shall be without prejudice to any claim for damages for breach of any service contract between him and the Company.

96. Delegation of powers to individual Directors

The Directors may entrust to, and confer upon, any Director any of the powers, authorities and discretions (including power to sub-delegate) exercisable by them as Directors upon such terms and conditions and with such restrictions as they think fit, and either collaterally with, or to the exclusion of, their own powers, authorities and discretions, and may from time to time revoke, withdraw, alter or vary all or any of such powers, authorities and discretions but no person dealing in good faith and without notice of any such revocation, withdrawal, alteration or variation shall be affected thereby.

APPOINTMENT, DISQUALIFICATION AND RETIREMENT OF DIRECTORS

97. Disqualification of a Director

Without prejudice to the provisions for retirement at an annual general meeting or otherwise contained in these Articles, the office of Director shall be vacated in any of the following events, namely:

• if, pursuant to any provisions of the Statutes, he is removed or prohibited from (i) being a Director;
• if he shall resign by writing under his hand left at the office or if he shall tender his (ii) resignation and the Directors shall resolve to accept the same;
• if he shall be an employee of the Company or of any other undertaking which is (iii) the parent undertaking of the Company or a subsidiary undertaking of the Company or of any such parent undertaking, he shall vacate his office as Director on the date of termination of his employment with such undertaking (unless his employment is transferred to any other such undertaking);
• if he shall have a receiving order made against him, become bankrupt, apparently (iv) insolvent, execute a trust deed for behoof of his creditors or shall compound with his creditors generally;
• if (a) a registered medical practitioner who is treating him gives a written opinion to (v) the Company stating that he has become physically or mentally incapable of acting as a Director and may remain so for more than three months; and (b) the Directors shall resolve that his office be vacated;
• (vi) prevents him from personally exercising any powers or rights which he would otherwise have;
• if, without special leave of absence from the Directors, he shall be absent from (vii) meetings of the Directors for six consecutive months and his alternate Director (if any) shall not, during such period, have attended in his stead and the Directors shall resolve that his office be vacated;
• (viii) all his co-Directors, but so that in the case of a Director holding an executive office which automatically determines on his ceasing to be a Director, such removal shall be deemed an act of the Company and shall have effect without prejudice to any claim for damages in respect of the consequent termination of his executive office; or
• if he shall be removed from office in accordance with Article 102. (ix)

98. Retirement at annual general meetings

At each annual general meeting of the Company every Director shall retire from office. A retiring Director shall be eligible for re-election and a Director who is re-elected shall be treated as continuing in office without a break.

98A Provisions if insufficient Directors re-elected

• 98A.1 lf
  • 98A.1.1 at the annual general meeting in any year any resolution or resolutions for the appointment or re-election of the persons eligible for appointment or re-election as Directors are put to the meeting and lost; and
  • 98A.1.2 at the end of that meeting the number of Directors is fewer than any minimum number of Directors required under Article 107;

all retiring Directors who stood for re-election at that meeting ("the Retiring Directors") shall be deemed to have been re-elected as Directors and shall remain in office, but the Retiring Directors may only act for the purpose of convening general meetings of the Company and perform such duties as are essential to maintain the Company as a going concern, but not for any other purpose.

98A.2 The Retiring Directors shall convene a general meeting as soon as reasonably practicable following the meeting referred to in Article 98A.1 and they shall retire from office at that meeting. If at the end of any meeting convened under this Article the number of Directors is fewer than any minimum number of Directors required under Article 107, the provisions of this Article 98A shall also apply to that meeting (with the necessary amendments).

99. Filling vacancies

The Company at the meeting at which a Director retires under any provision of these Articles may (subject to Article 101) by ordinary resolution fill up the office being vacated by electing thereto the retiring Director or some other person eligible for appointment. If the Company, at the meeting at which a Director retires (whether pursuant to Article 98 or otherwise), does not fill the vacancy the retiring Director shall, if willing to act, be deemed to have been re-elected unless at the meeting it is resolved not to fill the vacancy or, subject to Article 98A, a resolution for the re-election of the Director is put to the meeting and lost. If he is not re-elected or deemed to have been re-elected, he shall retain office until the meeting appoints someone in his place or, if it does not do so, until the end of the meeting.

100. Resolution to appoint Directors

A resolution for the appointment of two or more persons as Directors by a single resolution shall not be moved at any general meeting unless a resolution that it shall be so moved has first been agreed to by the meeting without any vote being given against it and any resolution moved in contravention of this provision shall be void.

101. Eligibility for appointment

No person other than a Director retiring at the meeting (whether pursuant to Article 98 or otherwise) shall, unless recommended by the Directors for appointment, be eligible for appointment as a Director at any general meeting unless, not less than seven nor more than forty two days before the day appointed for the meeting, there shall have been left at the office, addressed to the Secretary, notice in writing signed by some member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for appointment, and also notice in writing signed by the person to be proposed of his willingness to be appointed. The notice to be lodged by the proposing member shall state the particulars of the nominee which would, if he were appointed, be required to be included in the register of directors maintained by the Company in terms of section 162.

102. Power of the Company to remove Directors

The Company may, in accordance with and subject to the Statutes, by ordinary resolution of which special notice has been given, remove any Director from office notwithstanding any provision of these Articles or of any agreement between the Company and such Director (but without prejudice to any claim he may have for damages for breach of any such agreement) and by ordinary resolution appoint another person in place of a Director so removed from office. In default of such appointment, the vacancy arising upon the removal of a Director from office may be filled by the Directors as a casual vacancy.

103. Appointment by ordinary resolution or by Directors

38

The Company may, by ordinary resolution, appoint any person to be a Director either to fill a casual vacancy or as an additional Director and, without prejudice and in addition thereto, the Directors shall have power at any time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director, but so that, in either case, the total number of Directors shall not at any time exceed the maximum number (if any) fixed by, or in accordance with, these Articles. Any person so appointed by the Directors shall hold office only until the next annual general meeting and shall then be eligible for appointment. If any such person is not appointed at such meeting, he shall retain office until the meeting appoints someone in his place or. if it does not do so, until the end of the meeting.

ALTERNATE DIRECTORS

104. Alternate directors

104.1 Power to appoint alternate Directors

Any Director may at any time by writing under his hand and sent to or received at the office, or at an address specified by the Company for the purpose of communication by electronic means or received by the Secretary, or delivered at a meeting of the Directors, appoint any person (including another Director) to be his alternate Director, and may, in like manner, at any time terminate such appointment. If such alternate Director is not another Director, such appointment, unless previously approved by a majority of the other Directors, shall have effect only upon and subject to being so approved. An alternate Director shall during his appointment be an officer of the Company and shall not be deemed to be an agent of his appointor. Any of the Directors may appoint the same alternate Director. An alternate Director shall not be taken into account in reckoning the minimum and maximum numbers of Directors fixed by, or in accordance with, these Articles.

104.2 Termination

The appointment of an alternate Director shall automatically terminate on the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointor ceases to be a Director or, if applicable, the approval of the Directors to his appointment is withdrawn, provided that if, at any meeting, any Director retires whether pursuant to Article 98 or otherwise but is re-elected at the same meeting, any appointment made by him pursuant to this Article 104 which was in force immediately before his retirement shall remain in force as though he had not retired. An alternate Director may, by writing under his hand and sent to or received at the office or at an address specified by the Company for the purpose of communication by electronic means or delivered at a meeting of the Directors, resign such appointment.

104.3 Alternate Director to receive notices

An alternate Director shall (except when absent from the United Kingdom) be entitled, if his appointor so requests, to receive notices of meetings of the same extent as the Director appointing him and shall be entitled to attend and vote as a Director and be counted for the purposes of a quorum at any such meeting at which the Director appointing him is not personally present and, generally, at such meeting to perform all functions, powers and duties of his appointor as a Director and, for the purposes of the proceedings at such meeting, the provisions of these Articles shall apply as if he (instead of his appointor) were a Director. If he shall himself be a Director, or shall attend any such meeting as an alternate for more than one Director, he shall be counted as one for the purposes of a quorum at any such meeting but his voting rights shall be cumulative. If his appointor is for the time being absent from the United Kingdom, or temporarily unable to act through ill-health or disability, his signature to any resolution in writing of the Directors shall be as effective as the signature of his appointor. To such extent as the Directors may from time to time determine in relation to any committees formed under Article 113.1, this Article 104.3 shall also apply mutatis mutandis to any meeting of any such committee of which his appointor is a member. An alternate Director shall not (save

as aforesaid) have power to act as a Director nor shall he be deemed to be a Director for the purposes of these Articles.

104.4 Alternate Director may be paid expenses but not remuneration

An alternate Director shall be entitled to contract with and be interested in and benefit from contracts, arrangements or transactions to which the Company is a party and to be repaid expenses and to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director, but he shall not be entitled to receive from the Company any remuneration, except only such proportion (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct.

PROCEEDINGS OF DIRECTORS

105. Meetings of Directors

Subject to the provisions of these Articles, the Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be determined by a majority of votes. In the event of an equality of votes, the chairman of the meeting shall have a second or casting vote. A Director may, and the Secretary at the request of a Director shall, at any time summon a meeting of the Directors. Notice of a meeting of the Directors shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or sent in writing to him at his last known postal address or sent to any other postal address in the United Kingdom given by him to the Company for this purpose or sent to the last address notified by the Director to the Company for the purpose of receiving documentation and information in electronic form. A Director absent or intending to be absent from the United Kingdom may request the Directors that notices of meetings of Directors shall, during his absence, be sent in writing to him at his last known postal address or sent to any other postal address in the United Kingdom given by him to the Company for this purpose or sent to the last address notified by the Director to the Company for the purpose of receiving documentation and information in electronic form but, in the absence of any such request, it shall not be necessary to give notice of a meeting of Directors to any Director for the time being absent from the United Kingdom. A Director may waive notice of any meeting either prospectively or retrospectively. Without prejudice to the first sentence of this Article 105, a meeting of the Directors, or of a committee of the Directors, may consist of a conference between Directors who are not all in one place, but of whom each is able to speak to each of the others and to be heard by each of the others simultaneously. A Director taking part in such a conference shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating in the conference is assembled, or, if there is no such group, where the chairman of the meeting then is. The word "meeting" when referring to a meeting of the Directors, or of a committee of the Directors, in these Articles shall be construed accordingly.

106. Authority to vote

A Director who is unable to attend any meeting of the Directors and has not appointed an alternate Director may authorise any other Director to vote for him at that meeting, and in that event the Director so authorised shall have a vote for each Director by whom he is so authorised in addition to his own vote provided that he shall only be counted once in the quorum at the meeting. Any such authority must be in writing or in electronic form, a hard copy of which must be produced at the meeting at which the same is to be used and be left with the Secretary for retention

107. Quorum

The quorum necessary for the transaction of the business of the Directors may be fixed from time to time by the Directors and, unless so fixed at any other number, shall be two. A meeting of the Directors, at which a quorum is present, shall be competent to exercise all powers and discretions for the time being exercisable by the Directors.

108. Declaration of Directors' interests in contracts

A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract (or any transaction or arrangement whether or not constituting a contract) with the Company shall declare the nature and extent of his interest in accordance with the provisions of the Statutes. For the purposes of this Article 108:

• a general notice given to the Directors that a Director is to be regarded as having (i) an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so specified; and
• an interest of which a Director is not aware and of which it is unreasonable to (ii) expect him to be aware shall not be treated as an interest of his.

109. Power to vote and directors' interests

109.1 Directors' powers to vote

Save as herein provided, a Director shall not vote at a meeting of the Directors in respect of any contract or arrangement or any other proposal whatsoever in which he has an interest which (together with any interest of any person connected with him within the meaning of section 252) is a material interest otherwise than by virtue of his interests in shares or debentures or other securities of, or otherwise in or through, the Company. A Director shall not be counted in the quorum present at a meeting in relation to any resolution on which he is not entitled to vote.

109.2 Where interest does not prevent voting

Subject to the provisions of the Statutes, a Director shall (in the absence of some material interest other than is indicated below) be entitled to vote (and be counted in the quorum) at a meeting of the Directors in respect of any resolution concerning any of the following matters, namely:

• the giving of any security, guarantee or indemnity in respect of money lent or (i) obligations incurred by him or by any other person at the request of, or for the benefit of, the Company or any of its subsidiary undertakings;
• the giving of any security, guarantee or indemnity in respect of a debt or obligation (ü) of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of a security;
• any contract, arrangement or other proposal concerning an offer of shares or (iii) debentures or other securities of or by the Company or any of its subsidiary undertakings for subscription or purchase in which offer he is, or may be, interested as a participant in the underwriting or sub-underwriting thereof;
• (iv) which he does not hold an interest in shares (as that term is used in Part 22 of the Companies Act 2006) representing one per cent or more of either any class of the equity share capital, or the voting rights, in such company;
• any contract, arrangement or other proposal concerning or relating to any pension, (v) superannuation or similar scheme or retirement, death or disability benefits scheme or employees' share scheme which has been approved by HMRC or is conditional upon such approval or does not award to him any privilege or benefit not awarded to the employees to whom such scheme relates; and
• (vi) any contract, arrangement or other proposal concerning insurance which the Company proposes to maintain or purchase for the benefit of any Directors or for the benefit of persons who include Directors provided that, for the purposes of this sub-paragraph (vi), insurance shall mean only insurance against liability incurred by a Director in respect of any act or omission by him referred to in Article 93.2, or any other insurance which the Company is empowered to purchase and/or maintain for, or for the benefit of, any groups of persons consisting of or including Directors.

109.3 Consideration of appointment of two or more Directors

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 the Company or any undertaking in which the Company is interested, such proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not prohibited from voting under Article 109.2 or otherwise precluded from voting) shall be entitled to vote (and be counted in the quorum) in respect of each resolution, except that concerning his own appointment.

109.4 Materiality of Directors' interests

If any question shall arise at any meeting as to the materiality of a Director's interest, or as to the entitlement of any Director to vote, 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 (or, if the Director concerned is the chairman, to the other Directors at the meeting) and his ruling in relation to any Director other than himself (or, as the case may be, the ruling of the majority of the other Directors in relation to the chairman) shall be final and conclusive, except in a case where the nature or extent of the interest of such Director (or, as the case may be, the chairman) has not been fairly disclosed.

109.5 Interests of alternate Directors

In the case of an alternate Director, the interest of his appointor shall be treated as an interest of the alternate Director in addition to any interest which the alternate Director may have.

109.6 Directors' Interests other than in relation to contracts, transactions or arrangements with the Company

• 109.6.1 For the purposes of section 175, 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 under that Section 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 the Company (a "Conflict Situation"), including, without limitation, in relation to the exploitation of any property, information or opportunity (and it is immaterial whether or not the Company could take advantage of the property, information or opportunity). For the purposes of this Article 109.6, a conflict of interest includes a conflict of interest and duty and a conflict of duties.
• 109.6.2 Authorisation of a Conflict Situation under this Article 109.6 shall be effective only if:
  • the Conflict Situation in question shall have been proposed for (i) consideration at a meeting of the Directors;
• any requirement as to the quorum at the meeting of the Directors at (ii) which the Conflict Situation is considered is met without counting the Director in question and any other interested Director; and
• (iii) the Conflict Situation was authorised without the Director and any other interested Director voting, or would have been agreed to if the votes of any interested Directors had not been counted.
• 109.6.3 Any authorisation of a Conflict Situation under this Article 109.6 shall be subject to such conditions, limitations and/or terms as the Directors may determine, whether at the time such authorisation is given or subsequently, and may be varied or revoked by the Directors at any time and at their absolute discretion. Such conditions. limitations and/or terms may include, without limitation, that:
  • any information obtained by the Director, other than in his capacity as a (i) Director or employee of the Company, which is confidential in relation to a third party, need not be disclosed or used for the benefit of the Company where such disclosure or use would constitute a breach of confidence;
  • a Director shall not, save as otherwise agreed by him, be accountable to (ii) the Company for any benefit which he (or a person connected with him) derives from any matter authorised by the Directors under this Article 109.6 and any contract, transaction or arrangement relating thereto shall not be liable to be avoided on the grounds of any such benefit; and
  • the Director shall not be required or entitled to attend meetings of the (iii) ------------------------------------------------------------------------------------------------------------------------------------------------------------------------Directors or meetings of a committee of the Directors at which matters will be discussed in relation to or concerning a Conflict Situation under this Article 109.6, or entitled (whether in advance or subsequently) to receive papers in relation to such meetings.

Subject to any such conditions, limitations and/or terms, any authorisation given by the Directors shall be deemed to be given to the fullest extent permitted by the Statutes.

110. Power of Directors if number falls below minimum

The continuing Directors or a sole continuing Director may act notwithstanding any vacancies in their number, but if, and so long as, the number of Directors is reduced below the number fixed by, or in accordance with, these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of filling up such vacancies or of convening general meetings of the Company, but not for any other purpose. If there are no Directors or Director able or willing to act, then any two members may convene a general meeting for the purpose of appointing Directors.

111. Chairman, deputy chairmen and vice-chairmen

The Directors may from time to time elect a chairman (or make any appointment by them of a Director conditional upon his becoming the chairman) and one or more deputy chairmen and one or more vice-chairman and determine the period for which each is to hold office. Any chairman or deputy chairman or vice-chairman so elected without any fixed period of office shall, if he be re-elected a Director following retirement at any annual general meeting, continue as chairman or, as the case may be, deputy chairman or vice-chairman, unless the Directors otherwise determine. The chairman or, in his absence, one of any deputy chairmen or, in his or their absence, one of any vice-chairmen shall preside at meetings of the Directors, but if no chairman or deputy chairman or vice-chairman shall have been elected or, if at any meeting none of them be present within five minutes after the time appointed for holding the same and willing to act, the Directors present may choose one of their number to be chairman of the meeting. If at any time there is more than one deputy chairman or vice-chairman the right to preside at a meeting of Directors shall be determined as between the deputy chairmen or vicechairmen present (if more than one) by seniority in length of appointment or otherwise as resolved by the Directors.

Resolutions in writing 112.

A resolution in writing, signed by all the Directors for the United Kingdom (other than any such Director who is temporarily unable to act through ill health or disability and who has appointed an alternate Director) and all the alternate Directors (if any) for the time being in the United Kingdom whose appointors are for the time being absent from the United Kingdom or are temporarily unable to act through ill-health or disability (provided that their number is sufficient to constitute a quorum) or by all the members for the time being in the United Kingdom (other than any such member who is temporarily unable to act through ill-health or disability) of a committee formed under Article 113.1 for the time being (provided that their number is sufficient to constitute a quorum), shall be as valid and effectual as a resolution passed at a meeting of the Directors or, as the case may be, of such committee duly convened and held and may consist of two or more documents in the like form, each signed by one or more of the Directors or alternate Directors or members of the committee concerned. For the purposes of this Article 112, any signature may be affixed to a facsimile copy of the resolution and any signed resolution shall be valid if the Company receives the original or a copy by facsimile. A resolution in writing need not also be executed by his appointor and a resolution in writing executed by a Director who has appointed an alternate Director need not also be executed by the alternate Director in that capacity.

Committees of Directors 113

113.1 Committees of Directors

The Directors may delegate all or any of their powers, authorities or discretions (including, for the avoidance of doubt, any powers, authorities or discretions to sub-delegate or relating to the remuneration of Directors) to a committee or committees consisting of one or more of the Directors and (if thought fit) one or more other persons co-opted as hereinafter provided. Insofar as any such power or discretion is so delegated any reference in these Articles to the exercise by the Directors of such power or discretion shall be read and construed as if it were a reference to the exercise by such committee. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations which may from time to time be imposed by the Directors. Any such regulations may provide for, or authorise, the co-option to the committee of persons other than Directors and for such co-opted members to have voting rights as members of the committee, but so that (i) the number of co-opted members shall be less than one-half of the total number of members of the committee and (ii) no resolution of the committee shall be effective unless the number of Directors voting in favour of the resolution is greater than the number voting against. The Directors may at any time dissolve or revoke any delegation made to any committee established under this Article 113, but no person dealing in good faith and without notice of any such dissolution or revocation shall be affected thereby.

113.2 Proceedings of committees

The meetings and proceedings of any such committee consisting of two or more persons shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations made by the Directors under Article 113.1 save that the chairman of the meeting shall not have a second

or casting vote at any meeting where only two members of such committee are present or at which only two members of such committee are competent to vote on the issue in question.

114. Use of designation "director"

The Directors may appoint any person to any office or employment having a designation or title including the word "director", or attach to any existing office or employment with the Company such a designation or title, and may terminate such appointment or the use of any such designation or title. Unless the appointment of the holder has been recorded in the register of directors maintained by the Company in terms of section 162, inclusion of the word "director" in the designation or title of any such office or employment shall not imply that the holder is a director of the Company, nor shall the holder thereby be empowered in any respect to act as, or be deemed to be, a director of the Company for any of the purposes of these Articles.

115. Validity of proceedings

All acts done by any meeting of Directors or of any committee established under Article 113.1 or by any person acting as a Director (or as an alternate of a Director) or member of such committee shall, as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment or continuance in office of any such Director (or his alternate), or member of such committee, or person acting as aforesaid, or that any such Director (or his alternate), member or person was disqualified or had vacated office, or was not entitled to vote, be as valid as if any such person had been duly appointed and was qualified and had continued to be a Director (or alternate Director) or member of such committee and had been entitled to vote.

GENERAL POWERS OF DIRECTORS

116. Business to be managed by the Directors

The business and affairs of the Company shall be managed by the Directors who, subject to the provisions of the Statutes, and these Articles and to any directions being not inconsistent with the aforesaid provisions given by special resolution of the Company, may exercise all the powers of the Company. No alteration of these Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. The general powers given by this Article 116 shall not be limited, or restricted, by any special authority or power given to the Directors by these Articles or by resolution of the Company and a meeting of the Directors at which a quorum is present may exercise all powers exercisable by the Directors.

PROVISIONS FOR EMPLOYEES

117. Provisions for employees

The Directors may, by resolution, exercise any power conferred by the Statutes to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiary undertakings in connection with the cessation, or the transfer to any person, of the whole, or part of, the undertaking of the Company or any such subsidiary undertaking.

118. Local boards

The Directors may make such arrangements as they think fit for the management and transaction of the Company's affairs in any specified locality, whether in the United Kingdom or elsewhere, and, without prejudice to the generality of the foregoing, may at any time, and from time to time, (i) establish any regional, divisional or local boards, committees or agencies for managing any of the affairs of the Company, either in the United Kingdom or elsewhere, (ii) appoint any one or more of the Directors, or any other persons, to be members of such regional, divisional or local boards or committees, or to be regional, divisional or local directors, managers or agents, and may fix their remuneration, (iii) delegate to any regional, divisional or local board or committee or any regional, divisional or local director, manager or agent any of the powers, authorities and discretions vested in the Directors (other than the powers of borrowing and making calls) with power to sub-delegate, (iv) authorise the members of any regional, divisional or local boards or committees, or any of them, to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit and (v) remove any person so appointed, fix the quorum of any regional, divisional or local boards or committees and annul or vary any such delegation, but no person dealing in good faith and without notice of any such removal, annulment or variation shall be affected thereby.

119. Powers of attorney

The Directors may, from time to time and at any time, by power of attorney or otherwise, appoint any person or undertaking, whether nominated directly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period, and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. The Directors may remove any person or undertaking appointed under this Article 119 and may annul or vary any such sub-delegation but no person dealing in good faith and without notice of any such removal, annulment or variation shall be affected thereby.

120. Overseas and branch registers

Subject to and to the extent permitted by the Statutes, the Company, or the Directors on behalf of the Company, may cause to be kept in any territory outside the United Kingdom a branch register of members resident in such territory, and the Directors may make and vary such regulations as they may think fit in respect of the keeping of any such register.

121. Cheques, etc

All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time determine.

BORROWING POWERS

122. General power to borrow

Subject as provided in Article 123, the Directors may exercise all the powers of the Company to borrow money and to mortgage, pledge, charge or grant any security over all or any part of its undertaking, property and assets (present and future) and uncalled capital and, subject to the Statutes, to issue debenture stock and other securities whether terminable,

redeemable or perpetual and whether outright or as collateral security for any guarantee, debt, liability or obligation of the Company or of any other third party.

123. Borrowing limits

123.1 Definitions for and interpretation of Article 123

For the purposes of this Article 123:

"Adjusted Total Equity" shall be interpreted in accordance with Article 123.3;

"Balance Sheet" means, in relation to any company in the Group either (i) the latest audited balance sheet of that company or, if later in date, (ii) the latest unaudited balance sheet of that company, provided always that such balance sheet has been reviewed by the auditors, having regard to the Bulletin Review of Interim Financial Information issued by the Auditing Practices Board;

"CIL Group" means Cairn India Limited and its subsidiary undertakings for the time being;

"Consolidated Balance Sheet of the Group" means either (i) the latest audited consolidated balance sheet of the Group or, if later in date, (ii) the latest unaudited consolidated balance sheet of the Group, provided always that such balance sheet has been reviewed by the auditors, having regard to the Bulletin Review of Interim Financial Information issued by the Auditing Practices Board;

"debenture" and "equity share capital" have the same meanings as the Companies Acts;

"Excepted Foreign Currency Borrowings" means moneys borrowed denominated or repayable in a currency other than sterling which have the benefit of an exchange cover scheme;

"exchange cover scheme" means an H.M. Treasury exchange cover scheme, forward currency contract, currency option, back-to-back loan, swap or other arrangement taken out or entered into to reduce the risks associated with fluctuations in the exchange rates;

"finance lease" means a contract between a lessor and a member of the Group as lessee or sub-lessee where substantially all the risks and rewards of the ownership of the asset leased or sub-leased are to be borne by the lessee or sub-lessee;

"Group" means the Company and its subsidiary undertakings for the time being and "member of the Group" shall be construed accordingly;

"hire purchase agreement" means a contract of hire between a hire purchaser lender and a member of the Group as hirer;

"investments" means at any time the aggregate of:

• cash at bank and in hand; (i)
• deposits (including, for the avoidance of doubt, certificates of deposit) for a term (ii) not exceeding six months and money at call; and
• securities which are issued by the Government of the United Kingdom which are (III) traded on a recognised investment exchange;

"Latest Accounts" means in the case where:

• the Company has no subsidiary undertakings, the latest published Balance Sheet (i) of the Company; or
• the Company has subsidiary undertakings but there is no Consolidated Balance (ii) Sheet of the Group, the respective latest published Balance Sheets of the companies comprising the Group (except those subsidiary undertakings that are part of the CIL Group); or
• (iii) are consolidated in the latest published Consolidated Balance Sheet of the Group, the latest published Consolidated Balance Sheet of the Group together with the latest published Balance Sheets of those subsidiary undertakings whose Balance Sheets are not included in the Consolidated Balance Sheet of the Group (except those subsidiary undertakings that are part of the CIL Group); or
• the Company has subsidiary undertakings all of whose Balance Sheets are (iv) consolidated in the latest published Consolidated Balance Sheet of the Group, the latest published Consolidated Balance Sheet of the Group;

"moneys borrowed" shall be interpreted in accordance with Article 123.4;

"outside interests" means the proportion of the nominal amount of the issued equity share capital of a partly owned subsidiary undertaking which is not attributable, directly, to the Company; and

"subsidiary undertaking" shall be construed as a subsidiary undertaking of the Company or of CIL as appropriate and "subsidiary undertakings" shall be construed accordingly.

123.2 Maximum limit on borrowings

The Directors shall restrict the moneys borrowed by the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings (if any) so as to secure (so far, as regards subsidiary undertakings, as by such exercise they can secure) that the aggregate principal amount (including any fixed or minimum premium payable on final redemption or repayment (or, in the case of an index-linked stock or other index-linked obligation, the highest amount that would be repayable thereon under the provisions of the instrument constituting or regulating such stock or obligation if such stock or obligation were to be redeemed on the date on which the calculation falls to be made)) outstanding in respect of all moneys borrowed (whether secured or not) by the Group (exclusive of moneys borrowed by any member of the Group from any other member of the Group, subject to paragraph 123.4(iii) of Article 123.4), subject as hereinafter provided, shall not without the previous sanction of an ordinary resolution of the Company exceed the greater of (a) TWO BILLION UNITED STATES DOLLARS (US\$2 billion) and (b) an amount equal 2.5 times the Adjusted Total Equity.

123.3 Adjusted Total Equity

For the purposes of this Article 123, the expression "Adjusted Total Equity" shall mean at the relevant time the aggregate of:

• the amount for the time being paid up or credited as paid up on the issued share (i) capital of the Company; and
• the total of the amounts standing to the credit of the capital and revenue reserves (ii) of the Group (including without prejudice to the foregoing generality, any share premium account, capital reserve, capital redemption reserve, revaluation or other reserve and the profit and loss account);

all based on the Latest Accounts after:

• (a) (except to the extent that a deduction has already been made on that account) based on the Latest Accounts;
• (b) date of the Latest Accounts in such share capital and/or reserves (other than the profit and loss account) and so that for this purpose (aa) if the Company proposes to issue or has issued any shares for cash and the issue has been underwritten then the amount (including any premium) of the subscription moneys so underwritten (being moneys payable not later than six months after the date on which the underwriting

becomes unconditional) shall be deemed to have been paid up on the date when the issue of such shares was underwritten (or, if such underwriting was conditional, on the date when the underwriting becomes unconditional) and (bb) subject as aforesaid, share capital (including any premium) shall be deemed to have been paid up as soon as it has been unconditionally agreed to be subscribed or taken up by any person (provided it is to be so subscribed or taken up within six months of such agreement);

• excluding any sums attributable to outside interests in any subsidiary undertakings (c) and making such adjustments as may be appropriate in respect of any variation in the interests of the Company in its subsidiary undertakings since the date of the Latest Accounts;
• (d) a member of the Group (other than attributable directly to the Company) out of profits earned up to and including the date of the Latest Accounts to the extent that any such distributions are not provided for therein;
• (e) excluding any amount referable to goodwill;
• deducting any amount representing unrealised appreciation on capital assets as (f) shown in the Latest Accounts; and
• (g)

Moneys borrowed 123.4

• For the purposes of this Article 123, "moneys borrowed" shall be deemed to (i) include (but shall not be restricted to) the following, except in so far as otherwise taken into account:
  • (a) the principal amount for the time being outstanding and owing by a member of the Group in respect of any loan capital or debenture, whether issued, in whole or in part, for cash or otherwise;
  • (b) the principal amount raised by a member of the Group by acceptances under any acceptance credit opened on its behalf and in its favour by any bank or accepting house (not being acceptances in respect of the purchase or sale of goods or the provision of services in the ordinary course of business which are outstanding for six months or less);
  • (c) of any borrowings of any person the redemption or repayment of which is guaranteed or is wholly or (to the extent that the same is partly secured) partly secured or the subject of an indemnity by a member of the Group (but excluding any such share capital or debt owing which is for the time being beneficially owned by, and (as determined in accordance with paragraph 123.4(iii) below) any such borrowings which are for the time being owed to, a member of the Group);
  • (d) the nominal amount of any share capital (not being equity share capital) of any subsidiary undertaking owned otherwise than by the Company or another subsidiary undertaking;
  • (e) any fixed or minimum payable on final redemption or repayment of any loan capital, debentures, share capital or other moneys borrowed (or, in the case of an index-linked stock or other index-linked obligation, the highest amount that would be repayable thereon under the provisions of the instrument constituting or regulating such stock or obligation if such stock or obligation was to be redeemed on the date on which the calculation falls to be made); and
• (f) payable in either case by a member of the Group which would be shown as being so payable in a balance sheet prepared in accordance with the accounting principles used in the preparation of the Latest Accounts.
• For the purposes of this Article 123, "moneys borrowed" shall be deemed not to (ii) include the following:
  • (a) after, it becomes a subsidiary undertaking of the Company and amounts secured on an asset before, and remaining so secured after, it is acquired by a member of the Group until twelve months after the undertaking becomes a subsidiary undertaking or the asset is acquired, as the case may be;
  • any quarantee or indemnity given by any member of the Group in respect (b) of an amount or obligation deemed not to be "moneys borrowed" under the provisions of this Article 123;
  • (c) amounts borrowed (including any fixed or minimum premium payable on repayment (or, in the case of an index-linked stock or other index-linked obligation, the highest amount that would be repayable thereon under the provisions of the instrument constituting or regulating such stock or obligation if such stock or obligation were to be redeemed on the date on which the calculation falls to be made)) for the purpose of repaying (and intended to be so applied within twelve months of being first borrowed) the whole or any part of borrowings or other indebtedness of a member of the Group for the time being outstanding pending their application for such purpose within such period; and
  • (d) the whole or any part of any borrowings or other indebtedness of a member of the CIL Group including, for the avoidance of doubt, any amounts similar to those referred to in paragraph 123.4(i) above pertaining to any member of the CIL Group.
• For the purposes of this Article 123, but without prejudice to paragraph 123.4(ii)(d) (iii) = above:
  • (a) to another member of the Group shall (notwithstanding paragraph 123.4(i) above) be taken into account subject to the exclusion of a proportion of such moneys borrowed attributable to outside interests;
  • (b) moneys borrowed from and owing to a partly owned subsidiary undertaking by another member of the Group shall, subject to paragraph 123.4(i) above and sub-paragraph (c) below, be taken into account to the extent of the proportion of such moneys borrowed attributable to the outside interests in such partly owned subsidiary undertaking; and
  • (c) in the case of moneys borrowed from and owing to a partly owned subsidiary undertaking by another partly owned subsidiary undertaking, the amount which would otherwise be taken into account under subparagraph (b) above shall be reduced to the extent of the proportion of such amount which is attributable to the outside interests in the borrowing subsidiary undertaking.
• (iv) There shall be off-set against the amount of moneys borrowed any amounts beneficially owned by a member of the Group which represent the value of investments which would be shown as current assets in a balance sheet prepared in accordance with the accounting principles used in the preparation of the Latest

Accounts, subject, in the case of investments which are beneficially owned by a partly owned subsidiary undertaking, to the exclusion of a proportion thereof attributable to outside interests.

For the avoidance of doubt, no amount shall be taken into account more than (v) once in any calculation of moneys borrowed.

123.5 Conversion into sterling

When the aggregate principal amount of borrowings required to be taken into account on any particular date is being ascertained, any particular borrowing which is then outstanding and which is denominated or repayable in a currency other than sterling shall:

• with the exception of Excepted Foreign Currency Borrowings, be translated into (i) sterling at the rate of exchange prevailing in London at the close of business on the last business day before that date or, if it would result in a lower figure, at the rate of exchange prevailing in London at the close of business on the last business day six months before that time and so that, for these purposes, the rate of exchange shall be taken as the spot rate in London recommended by a London clearing bank selected by the Directors as being the most appropriate rate for the purchase by the Company of the currency and amount in question for sterling at the time in question; and
• in the case of any Excepted Foreign Currency Borrowings, be translated into (ii) sterling at the rate of exchange which would be applicable to such moneys borrowed on their repayment to the extent that such rate of exchange is fixed under any exchange cover scheme in connection with such moneys borrowed, provided that, where it is not possible to determine the rate of exchange applicable at the time of repayment of such moneys borrowed, they shall be translated into sterling under the terms of the applicable exchange cover scheme on such basis as may be agreed with, or determined by, the auditors or, if it is agreed with the auditors not to be practicable, in accordance with the provisions of sub-paragraph (i) above.

Where any deduction, exclusion or adjustment requires to be made for the purposes of ascertaining the Adjusted Total Equity in accordance with Article 123.3 and the amount of such deduction, exclusion or adjustment is in a currency other than sterling, the appropriate deduction, exclusion or adjustment shall be made after such amount has been translated into sterling at the rate of exchange used in the preparation of the Latest Accounts and, if there is no such rate, the rate of exchange prevailing in London at the close of business on the last business day in the financial period to which the Latest Accounts relate.

123.6 Fluctuating amounts of moneys borrowed

The Company shall not be in breach of the borrowing limit under this Article 123 by reason of the limit being exceeded as a result only of any fluctuation in rates of exchange or any other matter wholly outwith the control of the Company provided that within six months of the Directors becoming aware of any such fluctuations or change which would but for this provision have caused such a breach the aggregate principal amount as aforesaid is reduced to an amount not exceeding the said limit.

123.7 Validity of borrowing arrangements

No person dealing with the Company or any of its subsidiary undertakings in good faith shall, by reason of the foregoing provisions, be concerned to see or inquire whether the limits imposed by this Article 123 are observed, and no debt incurred or security given in excess of such limit shall be invalid or ineffectual unless the lender or the recipient of the security had, at the time when the debt was incurred or the security was given, express notice that the said limit had been or would thereby be exceeded. A certificate signed by two Directors that the amount of any moneys borrowed is within the said limits shall for the purposes of this Article 123.7 be conclusive evidence in any question between any such person and the Company.

123.8 Certification by auditors

A certificate or report by the auditors as to the amount of Adjusted Total Equity or as to the amount of moneys borrowed or to the effect that the limit imposed by this Article 123 has or has not been or will or will not be exceeded at any particular time or times shall be conclusive evidence of the amount or of that fact.

SECRETARY

124. Secretary

The Secretary shall be appointed by the Directors on such terms and for such period as they may think fit. Any Secretary so appointed may, at any time, be removed from office by the Directors, but without prejudice to any claim for damages for breach of any contract of service between him and the Company. If thought fit by the Directors, two or more persons may be appointed as joint secretaries. The Directors may also appoint, from time to time, on such terms as they may think fit, one or more deputy secretaries and assistant secretaries. Anything by the Statutes or by these Articles required or authorised to be done by or to the Secretary may, if the office is vacant or there is for any other reason no Secretary capable of acting, be done by or to any deputy or assistant secretary, or if there is no deputy or assistant secretary capable of acting, by or to any officer of the Company authorised generally or specially in that behalf by the Directors. Anything by the Statutes or by these Articles required or authorised to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as a Director and as, or in the place of, the Secretary.

SEALS

125. Common and securities seals

• 125.1 The Directors shall provide for the safe custody of the seal and any securities seal and neither shall be used without the authority of the Directors or a committee authorised by the Directors on their behalf.
• 125.2 Every deed, contract, document, instrument or other writing to which the seal shall be affixed shall (except as permitted by Article 23.1) be subscribed on behalf of the Company by two of the Directors of the Company, or by a Director and the Secretary of the Company, or by two persons authorised to subscribe such deed, contract, document, instrument or other writing on its behalf.
• 125.3 The securities seal shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued. Any such securities or documents sealed with the securities seal shall not require to be signed.

AUTHENTICATION OF DOCUMENTS

126. Authentication of documents

Any Director or the Secretary or any person appointed by the Directors or by a duly authorised committee of the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company (whether in physical form or electronic form), any resolutions passed by the Company or the Directors or any committee of the Directors (whether in physical form or electronic form) and any books, records, documents and accounts relating to the business of the Company (whether in physical form or electronic form), and to certify copies thereof or extracts therefrom as true copies or extracts. Where any books, records, documents or accounts are elsewhere than at the office the officer, servant or agent of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or any class of members of the Company or of the Directors or any committee of the Directors which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes are or such extract is a true and accurate record of proceedings at a duly constituted meeting.

MINUTES AND BOOKS

127. Keeping of minutes and books

The Directors shall cause minutes to be made in books to be provided for the purpose:

• of all appointments of officers made by the Directors; (i)
• of the names of the Directors or their alternates and any other persons present at (ii) each meeting of Directors and of any committee formed under Article 113.1; and
• of all resolutions and proceedings at all meetings of the Company and of any class (iii) of members of the Company and of the Directors and of committees formed under Article 113.1.

Any such minutes shall be conclusive evidence of any such proceedings if they purport to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting.

128. Safeguarding of minutes and books

Any register, index, minute book, book of account or other book required by these Articles or the Statutes to be kept by or on behalf of the Company may be kept either by making entries in bound books or by recording them in any other manner authorised by the Statutes. In any case in which bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating discovery of falsification.

DIVIDENDS

129. Declaration and apportionment of dividends

The Company may, by ordinary resolution, declare dividends in accordance with the respective rights of the members, but no dividend shall be payable except out of the profits of the Company available for distribution under the provisions of the Statutes and these Articles or in excess of the amount recommended by the Directors. Subject to any priority, preference or special rights as to dividends attached by or in accordance with these Articles to any class of shares, all dividends shall (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts paid on the shares during any portions of the period in respect of which the dividend is paid. For the avoidance of doubt, for the purposes of this Article 129, no amount paid on a share in advance of calls shall be treated as paid on the share.

Interim dividends 130.

Subject to the provisions of the Statutes, the Directors may pay interim dividends (whether in cash or by the distribution of specific assets of the Company pursuant to Article 137), if it appears to them that they are justified by the profits of the Company available for distribution. If the share capital is divided into different classes, the Directors may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. The Directors may also pay, at intervals settled by them. any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment. If the Directors act in good faith, they shall not incur any liability to the holders of shares conferring preferential rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.

131. Interest not payable

No dividend or other moneys payable on or in respect of a share shall bear interest as against the Company, unless otherwise provided by the rights attached to the share.

Permitted deductions 132

The Directors may deduct from any dividend or other moneys payable to any member, whether alone or jointly with any other member, on or in respect of a share all sums of money (if any) presently payable by him, whether alone or jointly with any other member, to the Company on account of calls or otherwise in relation to shares of the Company.

133. Retention of dividends

The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or other obligations in respect of which the lien exists.

134. Waiver of dividends

The waiver, in whole or in part, of any dividend on any share by any document shall be effective only if such document is signed by the holder (or the person entitled to the share in consequence of a transmission event) and delivered to the Company and if, or to the extent that, the same is accepted as such or acted upon by the Company.

135. Unclaimed dividends

Without prejudice to the operation of Article 136, all dividends or other moneys payable on, or in respect of, a share unclaimed after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. The payment by the Directors of any unclaimed dividend or other moneys payable on, or in respect of, a share into a separate account shall not constitute the Company a trustee in respect thereof.

136. Forfeiture of unclaimed dividends

Any dividend unclaimed after a period of twelve years from the due date for payment of such dividend shall be forfeited and shall revert to the Company.

137. Dividends in specie

The Company may either:

• upon the recommendation of the Directors, by ordinary resolution direct payment (i) of a dividend; or
• by resolution of the Directors in respect of a dividend to be paid pursuant to Article (ii) 130. direct payment of a dividend,

in whole or in part, by the distribution of specific assets (and in particular of paid up shares or debentures of any other company) to the member or person entitled thereto in consequence of a transmission event and the Directors shall give effect to such resolution. Where any difficulty arises in regard to such distribution, the Directors may (i) settle the same as they think expedient and, in particular, may issue fractional certificates or may authorise any person to sell and transfer any fractions or may disregard fractions altogether, (ii) fix the value for distribution of such specific assets or any part thereof, (iii) determine that cash payments shall be made to any members on the basis of the value so fixed in order to adjust the rights of those entitled to participate in the dividend and (iv) vest any such specific assets in trustees as may seem expedient to the Directors. When deemed requisite, a proper contract shall be filed in accordance with the Statutes and the Directors may appoint any person to sign such contract on behalf of the persons entitled to such distribution of specific assets.

Procedure for payment 138.

138.1 Procedure for payment

138.1.1 Any dividend or other moneys payable in cash on or in respect of a share may be paid by cheque, warrant or other financial instrument sent through the post to the registered address of the member or person entitled thereto in consequence of a transmission event (or, if two or more persons are registered as joint holders of the share or are entitled thereto in consequence of a transmission event, to any one of such persons), or to such person and such address as such member or person or persons may in writing direct. Every such cheque, warrant or other financial instrument shall be made payable to, or to the order of, the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of a transmission event may in writing direct. Any such cheque, warrant or other financial instrument may be crossed "account payee only" although the Company shall not be obliged to do so. Any such dividend or other moneys may also be paid by any bank or other funds transfer system as the Directors may consider appropriate and to or through such person as the member or the person entitled thereto in consequence of a transmission event (or, if two or more persons are registered as joint holders of the share or are entitled thereto in consequence of a transmission event, any one of such persons) may in writing direct and the Company shall have no responsibility for any such dividend and other moneys lost or delayed in the course of any such transfer or when it has acted on any such direction. Payment of the cheque, warrant or other financial instrument by the bank or other financial institution upon whom it is drawn or transfer of the funds by the bank instructed to make the same shall be a good discharge to the Company. Every such cheque, warrant or other financial instrument shall be sent and every such transfer of funds shall be made at the risk of the person or persons entitled to the money represented thereby. If any cheque, warrant or other financial instrument has, or shall be alleged to have been, lost, stolen or destroyed, the Directors may, at the request of the person entitled thereto, issue a replacement cheque, warrant or other financial instrument subject to compliance with such conditions as to evidence and indemnity and the payment of such out-of-pocket expenses incurred by the Company in connection with the request as the Directors may think fit.

• 138.1.2 Notwithstanding any other provision of these Articles relating to payments in respect of shares, where:
  • the Directors determine to make payments in respect of uncertificated (i) shares through the relevant system, they may also determine to enable any holder of uncertificated shares to elect not to so receive dividends through the relevant system and, in such event, establish procedures to enable such holder to make, vary or revoke any such election; and
  • the Company receives an authority in respect of such payments in (ii) respect of shares in a form satisfactory to it from a holder of any share the person entitled thereto in consequence of a transmission event (or, if there are 2 or more such persons, any one of them) (whether such authority is given in writing or by means of the relevant system or otherwise), the Company may make, or procure the making of, such payments in accordance with such authority and any payment made in accordance with such authority shall constitute a good discharge therefor.

138.2 Cessation of payment to untraced shareholders

If, on two or more consecutive occasions, cheques, warrants or other financial instruments in payment of dividends or other monies payable on, or in respect of, any share have been sent through the post in accordance with the provisions of Article 138.1 but have been returned undelivered or left uncashed during the period for which the same are valid or if, following one such occasion, reasonable enquiries have failed to establish any new postal address of the registered holder, the Company need not thereafter despatch further cheques, warrants or other financial instruments in payment of dividends or other monies payable on or in respect of the share in question until the member or other person entitled thereto shall have communicated with the Company in respect of the share and supplied in writing to the transfer office a postal address for the purpose.

139. Receipts where joint holders

If two or more persons are registered as joint holders of any share or are entitled jointly to a share in consequence of a transmission event, any one of them may give effectual receipts for any dividend or other moneys payable or property distributable on or in respect of the share.

140. Scrip dividends

Subject to approval by ordinary resolution of the Company, the Directors may, in respect of any dividend declared or proposed to be declared at any time during the period specified in such resolution (and provided that an adequate number of unissued shares is available for the purpose), determine and announce that shareholders will be entitled to elect to receive in lieu of any cash dividend (or part thereof) an allotment of additional shares credited as fully paid. Any such announcement shall, where practicable, be made prior to or contemporaneously with the announcement of the dividend in question (the "relevant dividend") and any related information as to the Company's profits for such financial period or part thereof. In any such case the following provisions shall apply:

(i) = = the basis of allotment shall be determined by the Directors so that, as nearly as may be considered convenient, the value calculated by reference to the average quotation of the additional shares (including any fractional entitlement) to be allotted in lieu of any amount of dividend shall equal such amount. For such

purpose the "average quotation" of a share shall be the average of the middle market quotations of shares of the same class on the London Stock Exchange, as derived from the Daily Official List of the London Stock Exchange, on each of the first five consecutive business days on which such shares are quoted ex the relevant dividend. A certificate or report by the auditors as to the amount of the average quotation in respect of any dividend shall be conclusive evidence of that amount:

• the Directors shall, after determining the basis of allotment, give notice in writing to (ii) the members of the right of election accorded to them and shall send with or following such notice forms of election specifying the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
• the relevant dividend (or that part of the relevant dividend in respect of which a (iii) == right of election has been accorded) shall not be payable on shares in respect whereof the share election has been duly exercised (the "elected shares"), and in lieu thereof additional shares shall be allotted to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Directors shall capitalise out of such of the sums standing to the credit of reserves (including any share premium account or capital redemption reserve) or profit and loss account as the Directors may determine a sum equal to the aggregate nominal amount of additional shares to be allotted on such basis and apply the same in paying up in full the appropriate number of unissued shares for allotment and distribution to and amongst the holders of the elected shares on such basis;
• the additional shares so allotted shall rank pari passu in all respects with the fully (iv) paid shares then in issue, save only as regards participation in the relevant dividend (or share election in lieu);
• the Directors may do all acts and things considered necessary or expedient to (v) give effect to any such capitalisation, with full power to the Directors to make such provisions as they think fit for the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are disregarded or rounded up or the benefit of fractional entitlements accrues to the Company rather than to the members concerned). The Directors may authorise any person to enter into, on behalf of all the members interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned;
• notwithstanding the foregoing, the Directors may at any time prior to payment of (vi) the relevant dividend determine, if it appears to them desirable to do so because of a change in circumstances, that the dividend shall be payable wholly in cash after all and if they so determine then all elections made shall be disregarded. The dividend shall be payable wholly in cash if the ordinary share capital of the Company ceases to be listed on the Official List of the UK Listing Authority and traded on the London Stock Exchange's main market for listed securities or any other recognised investment exchange at any time prior to the due date of issue of the additional shares or if the listing is suspended and not reinstated by the date immediately preceding the due date of such issue; and
• (vii) available to any members with registered postal addresses in any territory where, in the absence of a registration statement or other special formalities, the circulation of an offer of rights of election would or might be unlawful and in such event the provisions aforesaid shall be read and construed subject to such determination.

CAPITALISATION OF PROFITS AND RESERVES

141. Capitalisation of profits and reserves

The Directors may, with the authority of an ordinary resolution of the Company:

• subject as hereinafter provided, resolve to capitalise any undivided profits of the (i) Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of any reserve or other fund including the Company's share premium account and capital redemption reserve;
• appropriate the sum resolved to be capitalised to the members in proportion to the (ii) nominal amounts of the shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid up and the sum was then distributable and was distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares (of more than one class, if appropriate) or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid up to those members, or as they may direct, in those proportions, or partly in one way and partly in the other, but the share premium account, the capital redemption reserve and any profits which are not available for distribution may, for the purposes of this Article 141, only be applied in paying up unissued shares to be allotted to members credited as fully paid up;
• resolve that any shares so allotted to any member in respect of a holding by him (iii) of any partly paid shares shall, so long as such shares remain partly paid, rank for dividend only to the extent that the latter shares rank for dividend;
• make such provision by authorising the sale and transfer to any person of shares (iv) or debentures representing fractions to which any members would become entitled or by the issue of fractional certificates (or by ignoring fractions) or by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable in fractions;
• authorise any person to enter, on behalf of all the members concerned, into an (v) agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any further shares to which they are entitled upon such capitalisation, any agreement made under such authority being binding on all such members; and
• generally do all acts and things required to give effect to such resolution as (vi) ==== aforesaid.

142. Avoidance of discounts on exercise of employees' share options

142.1 Where, pursuant to an employees' share scheme, the Company has granted options to subscribe for shares on terms which provide, inter alia, for adjustments to the subscription price payable on the exercise of such options or to the number of shares to be allotted upon such exercise in the event of any increase or reduction in or other reorganisation of the Company's issued share capital and an otherwise appropriate adjustment would result in the subscription price for any share being less than its nominal value, then, subject to the provisions of the Statutes, the Directors may, on the exercise of any of the options concerned and payment of the subscription price which would have applied had such adjustment been made, capitalise any such profits or other sum as is mentioned in Article 141 to the extent necessary to pay up the unpaid balance of the nominal value of the shares which fall to be allotted on the exercise of such options and apply such amount in paying up such balance and allot such shares fully paid accordingly.

142.2 The provisions of sub-paragraphs (iii) to (vi) inclusive of Article 141 shall apply mutatis mutandis to this Article 142 (but as if the authority of an ordinary resolution of the Company were not required).

ACCOUNTS

143. Right to inspect accounts

Accounting records sufficient to show and explain the Company's transactions and otherwise complying with the Statutes shall be kept at the office or, subject to the Statutes, at such other place or places as the Directors think fit and shall always be open to the inspection of the Directors. No member (other than a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by the Statutes or ordered by a court of competent jurisdiction or authorised by the Directors or by an ordinary resolution of the Company.

144. Preparation and laying of accounts

The Directors shall, from time to time in compliance with the provisions of the Statutes, cause to be prepared and to be laid before a general meeting of the Company such profit and loss accounts, balance sheets, group accounts (if any) and reports as may be required by the Statutes.

Accounts to be sent to members 145.

Subject to the provisions of Article 146, a copy of every balance sheet and profit and loss account which is to be laid before a general meeting of the Company (including every document required by law to be attached or annexed thereto) and of the Directors' and auditors' reports shall, not less than twenty one days before the date of the meeting, be sent or supplied in accordance with Article 149.2 (to the address) of every member of, and every holder of debentures of, the Company and to every other person who is entitled to receive notices of meetings from the Company under the provisions of the Statutes or of these Articles.

146. Summary financial statements

The Company need not, subject to the provisions of the Statutes or any regulations made thereunder and the Listing Rules so permitting and if the Directors so decide, send copies of the documents or information specified in Article 145 to those persons mentioned in Article 145 as being entitled to receive such documents but may instead send to those persons at their respective postal addresses or addresses for the purpose of receiving documents or information by electronic means a summary financial statement derived from the Company's annual accounts and the Directors' report in such form and containing such information as may be required by the Statutes or any regulations made thereunder and the Listing Rules and provided further that copies of the documents or information specified in Article 145 shall be sent or supplied to any such person (at such person's postal address for the purpose of receiving documents or information by electronic means) who wishes to receive them and the Company shall comply with any provisions of the Statutes or any regulations made thereunder as to the manner in which it is to ascertain whether a member wishes to receive them.

AUDITORS

147. Validity of acts of auditors

Subject to the provisions of the Statutes, all acts done by any person acting as an auditor shall, as regards all persons dealing in good faith with the Company, be valid notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment or subsequently became disqualified.

148. Rights of auditors

The auditors shall be entitled to attend any general meeting and to receive all notices of, and other communications relating to, any general meeting which any member is entitled to receive and to be heard at any general meeting on any part of the business of the meeting which concerns them as auditors.

NOTICES

149. Method of notice

149.1 Notice in writing

Any notice to be given to or by any person pursuant to these Articles shall be in writing or where permitted by the Statutes and the Listing Rules sent or supplied by electronic means except that a notice calling a meeting of the Directors need not be in writing.

149.2 Method of giving notice to members

Any notice or document (including a share certificate) may be served on or delivered to any member by the Company;

• (i) personally; or
• (ii) by sending it through the post in a prepaid cover addressed to such member at his registered address; or
• by sending it in electronic form (except for share certificates) to a number or (iii) address notified by the member for that purposes; or
• by publication on a website (except for share certificates) the address of which (iv) shall be notified to members in writing or by electronic means.

A member who has no registered postal address within the United Kingdom and has not supplied to the Company an address (not being an electronic address) within the United Kingdom for the service of notices shall not be entitled to receive notices from the Company. In the case of a member registered in an overseas branch register any such notice or document may be posted either in the United Kingdom or in the territory in which such overseas branch register is maintained.

149.3 Deemed delivery of notice and documents

Any notice, document or other information sent or supplied by the Company shall be deemed to be delivered:

(i) if served or delivered in accordance with these Articles by post at the expiration of twenty four hours after the time when the cover containing the same is posted and in proving such service or delivery, it shall be sufficient to prove that such cover was properly addressed, stamped and posted;

• if any notice or document is not sent by post but left at the registered address in (ii) the United Kingdom, on the day it was so left;
• if sent or supplied by electronic means at the expiration of twenty four hours after (iii) the time the same was sent in accordance with the guidance for notices given electronically issued from time to time and for the time being by The Institute of Chartered Secretaries and Administrators; or
• (iv) on the website, or if later, the day on which the recipient received (or is deemed to have received) notice of the fact that the material was available on a website.

149.4 Method of giving notice to the Company

Save as otherwise provided in these Articles, any notice or other document required to be served on or delivered or sent to the Company or any officer of the Company may be served, delivered or sent by delivering the same by hand or by sending it through the post in a prepaid cover addressed to the Company or to such officer of the Company at the office or such other place as the Company may specify or by sending it, using electronic means, to an address specified for the receipt of such notices in accordance with these Articles or any such address as the Company may specify.

149.5 Signature on notices

The signature on any notice required to be given by the Company may be typed or printed or otherwise written or reproduced by mechanical means.

Notice to joint holders 150.

In respect of joint holdings, all notices shall be given to that one of the joint holders whose name stands first in the register of members and notice so given shall be sufficient notice to all the joint holders in their capacity as such.

151. Notice to persons entitled by transmission

A person entitled to a share in consequence of a transmission event, upon such evidence being produced as may from time to time properly be required by the Directors to show his title to the share and upon supplying a postal address within the United Kingdom for the service of notices or an address for the purpose of receiving documents or information by electronic means, shall, save as herein otherwise expressly provided, be entitled to have served upon or delivered, or sent using electronic means, to him at such address any notice or document to which the member but for the transmission event would be entitled, and such service, delivery or sending shall for all purposes be deemed a sufficient service, delivery or sending of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. Until such address (including an address for the purpose of receiving documents or information by electronic means) has been supplied, a notice may be given in any manner in which it might have been given if the transmission event had not occurred.

Untraced members 152.

152.1 If at any time the Company sends or supplies notices or documents or information in electronic form and becomes aware there has been a failure of delivery of such notice or document, a second attempt to send or supply the notices or documents in electronic form shall be made and in the event of the Company becoming aware that the second attempt has not been successful, a third attempt to send or supply the notices or documents in electronic form shall be made. In the event of the Company becoming aware that the third attempt has not been successful, a hard copy of the notices or documents will be sent to the last postal address (if any) known by the Company of the persons to whom the notices or documents in electronic form have attempted to be sent. A notice sent in electronic form shall be deemed undelivered if the Company receives notification that the notice was not delivered to the address to which it was sent.

152.2 If on three consecutive occasions notices have been sent through the post to any member at his registered address or his address for the service of notices but have been returned undelivered, or if, after any one such occasion, the Directors or any committee authorised by the Directors on their behalf are of the opinion, after the making of all reasonable enquiries, that any further notices to such member would, if sent as aforesaid, likewise be returned undelivered, such member shall not thereafter be entitled to receive notices from the Company until he shall have communicated with the Company in respect of his shares and supplied in writing to the transfer office a new registered address within the United Kingdom for the service of notices.

153. Notices during disruption of postal services

If at any time, by reason of the suspension or curtailment of postal services within the United Kingdom, the Company is unable effectively to convene a general meeting by notices sent through the post, a general meeting may be convened by a notice advertised in at least one national daily newspaper and such notice shall be deemed to have been duly served on all members entitled thereto at noon on the day when the advertisement appears. In any such case the Company shall send confirmatory copies of the notice by post or by electronic means if at least seven clear days prior to the meeting of notices to addresses throughout the United Kingdom again becomes practicable.

154. Deemed notice and successors in title bound by notice to predecessor

154.1 Deemed notice

A member present in person or by proxy at any meeting of the Company or of the holders of any class of shares shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.

154.2 Successors in title bound by notice to predecessor

Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register of members, has been given to the person from whom he derives his title; but this Article 154.2 shall not apply to a notice given under section 793.

155. Statutory requirements

Nothing in any of Articles 149 to 154 inclusive shall affect any requirement of the Statutes or the Listing Rules that any particular offer, notice or other document be served in any particular manner.

RECORD DATES

156. Record dates

156.1 Record date for services of notices, etc.

Any notice or other document may be served, delivered, sent or supplied in accordance with Article 149.2, by the Company by reference to the register of members as it stands at any time not more than 21 days before the date of service, delivery or sending. No change in the register of members after that time shall invalidate that service or delivery.

156.2 Record date for dividends, issues shares, etc.

Notwithstanding any other provisions of these Articles but without prejudice to the rights of the holders of any shares to receive any dividend on a date or dates fixed by the terms of issue of or rights attaching to such shares, the Company or the Directors may by resolution specify any date (the "record date") as the date at the close of business on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue or other right and such record date may be on, or at any time before or after, the same is recommended, resolved, declared, announced, paid, allotted, issued or offered but without prejudice to the rights inter se in respect of the same of transferors and transferees of any such shares or other securities.

WINDING UP

157. Distribution of assets otherwise than in cash

If the Company shall be wound up (whether the liquidation is voluntary, under supervision or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by law, divide among the members in specie the whole, or any part of, the assets of the Company and that whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the members or different classes of members. Any such division may be other than in accordance with the existing rights of the members, but if any division is resolved otherwise than in accordance with such rights, the members shall have the same right of dissent and consequential rights as if such resolution were a special resolution passed pursuant to section 110 of the Insolvency Act 1986. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator, with the like authority, shall think fit but so that no member shall be compelled to accept any shares or other property in respect of which there is a liability or potential liability.

DESTRUCTION AND PRESUMPTIONS AS TO VALIDITY OF DOCUMENTS

158. Destruction and presumptions as to validity of documents

158.1 Permitted times for destruction

The Company shall be entitled to destroy:

• all share certificates which have been cancelled at any time after the expiration of (i) one year from the date of such cancellation;
• all notifications of change of name and address (including any address for the (ii) purposes of sending or receiving documents or information by electronic means) and all dividend mandates which have been cancelled or have ceased to have effect at any time after the expiration of two years from the date of the recording of such notification or, as the case may be, the date of such cancellation or cessation;
• all instruments of transfer of shares which have been registered at any time after (iii) the expiration of six years from the date of registration thereof;
• (iv) has been made at any time after the expiration of six years from the date of the first entry in the register of members in respect thereof;
• all dividend warrants and cheques at any time after the expiration of one year from (v) the date of actual payment;
• all instruments of proxy which have been used for the purposes of a poll at any (vi) time after the expiration of one year from the date of the taking of such poll; and
• all instruments of proxy which have not been used for the purpose of a poll at any (vii) time after the expiration of one month from the date of the general meeting to which the instruments of proxy relate and at which no poll was demanded;

provided always that any document referred to in this Article 158 may, subject to the Statutes and the Uncertificated Securities Regulations, be destroyed before the end of the relevant period in respect of such document as set out in this Article 158 so long as a copy of the relevant document (whether made electronically, by microfilm, by digital imaging or otherwise) has been made and is retained by the Company until the end of such relevant period.

158.2 Presumptions as to validity

It shall conclusively be presumed in favour of the Company that (i) every entry in the register of members purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made, (ii) every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered, (iii) every share certificate so destroyed was a valid and effective document duly and properly cancelled and (iv) every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company, provided always that:

• the provisions aforesaid shall apply only to the destruction of a document in good (a) faith and without express notice to the Company of any claim (regardless of the parties thereto) to which the document might be relevant;
• nothing herein contained shall be construed as imposing upon the Company any (b) liability in respect of the destruction of any such document earlier than as aforesaid, or in any other circumstances, which would not attach to the Company in the absence of this Article 158;
• (c) references to the disposal thereof in any manner; and
• references in this Article 158 to an instrument of transfer shall be deemed to (d) include references to any document constituting the renunciation of an allotment of any shares in the Company by the allottee in favour of some other person.

INDEMNITY

159. Indemnity of Directors

Subject to the provisions of and so far as may be consistent with the Statutes, every Director (and former Director) of the Company, (or of any associated company) shall be entitled to be indemnified out of the assets of the Company against any liability incurred by him in respect of any act or omission in the actual or purported execution or discharge of his duties or in the exercise or purported exercise of his powers or otherwise in relation to his duties, powers or office in relation to the Company. Subject to the provisions of and so far as may be consistent with the Statutes, the Company may provide every Director (or former director) of the Company (or of any associated company) with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings or any investigation or action

by a requlatory authority or in connection with any application for relief (or may do any other thing to enable him to avoid incurring such expenditure).

160. Indemnity against claims in respect of shares

• 160.1 Whenever any law for the time being of any country, state or place imposes or purports to impose any immediate or future or possible liability upon the Company to make any payment or empowers any government or taxing authority or government official to require the Company to make any payment in respect of any shares registered in any of the Company's registers as held either jointly or solely by any member or in respect of any dividends, bonuses or other monies due or payable or accruing due or which may become due or payable to such member by the Company on or in respect of any shares registered as aforesaid or for or on account or in respect of any member and whether in consequence of:
  • (i) a transmission event;
  • the non-payment of any income tax or other tax by such member; (ii)
  • the non-payment of inheritance tax or any estate, probate, succession, death, (iii) stamp or other duty by the executors or administrators or other legal personal representatives of such member or by or out of his estate; or
  • (iv) any other act or thing;

the Company in every such case:

• (a) legal representatives from all liability; and
• (b) may recover as a debt due from such member or his executors or administrators or his other legal representatives wherever constituted or residing any monies paid by the Company under or in consequence of any such law together with interest thereon at such rate (not exceeding, without the sanction of the Company given by ordinary resolution, twenty per cent per annum) as the Directors may determine from the date of payment by the Company to the date of repayment by the member or his executors or administrators or his other legal personal representatives.

Nothing herein contained shall prejudice or affect any right or remedy which any law may confer or purport to confer on the Company and as between the Company and every such member as aforesaid, his executors, administrators or other legal personal representatives and estate wheresoever constituted or situated, any right or remedy which such law shall confer or purport to confer on the Company shall be enforceable by the Company.

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