Company number: 05403426

Companies Act 2006

Public Company Limited by Shares

ARTICLES OF ASSOCIATION

ARIANA RESOURCES PLC

CONTENTS

Clause	Heading	Page
1	PRELIMINARY	1
2	EXCLUSION OF OTHER REGULATIONS	4
3	SHARE CAPITAL	4
4	LIMITED LIABILITY	5
5	CHANGE OF NAME	6
6	SHARE RIGHTS AND VARIATION OF RIGHTS	6
7	SHARE CERTIFICATES AND SHARES IN UNCERTIFICATED FORM	7
8	LIEN	10
9	CALLS ON SHARES	10
10	FORFEITURE OF SHARES	11
11	TRANSFER OF SHARES	13
12	TRANSMISSION OF SHARES	14
13	DISCLOSURE OF INTERESTS IN SHARES	15
14	STOCK	17
15	ALTERATION OF CAPITAL	17
16	ANNUAL GENERAL MEETINGS	18
17	GENERAL MEETINGS	18
18	NOTICE OF GENERAL MEETINGS	18
19	GENERAL MEETINGS AT MORE THAN ONE PLACE	20
20	ELECTRONIC GENERAL MEETINGS	20
21	HYBRID MEETINGS	21
22	INTERRUPTION OR ADJOURNMENT WHERE FACILITIES ARE INADEQUATE	21

23 OTHER ARRANGEMENTS FOR VIEWING AND HEARING PROCEEDINGS AT PHYSICAL GENERAL MEETINGS ...21
24 CONTROLLING LEVEL OF ATTENDANCE AT PHYSICAL GENERAL MEETINGS ...21
25 CHANGE IN PLACE/ELECTRONIC PLATFORM AND/OR TIME OF MEETING ...21
26 MEANING OF PARTICIPATE IN RELATION TO PHYSICAL MEETINGS ...22
27 MEANING IF PARTICIPATE IN RELATION TO ELECTRONIC MEETINGS ...22
28 SECURITY AT PHYSICAL MEETINGS ...23
29 SECURITY AT ELECTRONIC MEETINGS ...23
30 POWER TO ADJOURN ...23
31 NOTICE OF ADJOURNED MEETING ...24
32 BUSINESS OF ADJOURNED MEETING ...24
33 PROCEEDINGS AT GENERAL MEETINGS ...24
34 VOTES OF MEMBERS ...27
35 PROXIES AND CORPORATIONS ACTING BY REPRESENTATIVES ...28
36 DIRECTORS ...31
37 ALTERNATE DIRECTORS ...32
38 POWERS AND DUTIES OF DIRECTORS ...32
39 BORROWING POWERS ...34
40 DELEGATION OF DIRECTORS' POWERS ...35
41 ELECTION AND RETIREMENT OF DIRECTORS ...35
42 DISQUALIFICATION, RESIGNATION AND REMOVAL OF DIRECTORS ...36
43 EXECUTIVE AND OTHER DIRECTORS ...37
44 REMUNERATION OF DIRECTORS ...38
45 DIRECTORS' EXPENSES ...38
46 DIRECTORS' INTERESTS ...39

47 DIRECTORS' POWERS TO AUTHORISE CONFLICTS OF INTEREST ...41
48 PROCEEDINGS OF DIRECTORS ...42
49 SECRETARY ...44
50 SEAL AND AUTHENTICATION OF DOCUMENTS ...44
51 DIVIDENDS ...45
52 RESERVES ...48
53 CAPITALISATION OF PROFITS ...49
54 ACCOUNTS ...50
55 RECORD DATES ...50
56 NOTICES ...50
57 UNTRACED SHAREHOLDERS ...55
58 DESTRUCTION OF DOCUMENTS ...56
59 PROVISION FOR EMPLOYEES ...57
60 INDEMNITY, INSURANCE AND FUNDING EXPENDITURE ...57
61 INDEMNITY AGAINST CLAIMS IN RESPECT OF SHARES ...57
62 ASX LISTING RULES ...58
63 RESTRICTED SECURITIES ...59

Company number: 05403426

COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES ARTICLES

OF ASSOCIATION OF

ARIANA RESOURCES PLC

(the "Company")

(adopted by special resolution passed on 9 July 2025)

1 PRELIMINARY

1.1 In these Articles of Association, the following words and expressions have the following meanings if not inconsistent with the subject or context:

"Act" Companies Act 2006 (as amended).

"address" in relation to any document or information sent or supplied by electronic means, includes any number or address (including, in the case of any Uncertificated Proxy Instruction permitted in accordance with these Articles, an identification number of a participant in the relevant system concerned) used for the purposes of the sending or supply of such document or information.

"Articles" these articles of association as amended from time to time.

"ASX" ASX Limited.

"ASX Listing Rules" the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

"auditors" the auditors of the Company for the time being and from time to time.

"Board" the board of directors of the Company for the time being and from time to time or the Directors present at a duly convened meeting of the Directors at which a quorum is present.

"clear days" in relation to the period of a notice, 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.

"Directors" the directors of the Company for the time being and from time to time.

"Dispose" (where that term is capitalised) has the meaning given to it in the ASX Listing Rules and Disposal has the corresponding meaning.

"elected" elected or re-elected.

"electronic form" and "electronic means" have the same meaning given to such terms respectively in section 1168 of the Act.

"executed" includes any mode of execution.

"FSMA" the Financial Services and Markets Act 2000 (as amended from time to time).

"group" the Company and its subsidiary undertakings for the time being.

"holder" in relation to shares, the member whose name is entered in the register as the holder of those shares.

"Holding Lock" has the meaning ascribed to it by the ASX Listing Rules.

"Hybrid Meeting" shall have the meaning set out in Article 21;

"London Stock Exchange" the London Stock Exchange plc or any successor body carrying on its functions.

"member" a member of the Company.

"month" calendar month.

"office" the registered office of the Company for the time being and from time to time.

"Operator" a person approved under the Regulations as Operator of a relevant system.

"paid up" paid up or credited as paid up.

"present" means for the purposes of physical general meetings, present in person or, for the purposes of electronic general meetings, present by electronic means.

"recognised person" a recognised clearing house acting in relation to a recognised investment exchange, or a nominee of a recognised clearing house acting in that way, or a nominee of a recognised investment exchange.

"register" the register of members of the Company and shall, so long as the Regulations so permit or require, include so far as relevant a related Operator register of members.

"Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No.2001/3755) (as amended from time to time).

"Restricted Securities" has the meaning ascribed to it by the ASX Listing Rules.

"Restriction Deed" has the meaning ascribed to it by the ASX Listing Rules.

"seal" the common seal of the Company.

"secretary" the secretary of the Company or any other person appointed to perform any of the duties of the secretary of the Company including a joint, temporary, assistant or deputy secretary.

"Section 793 Notice" a notice given by the Company under section 793 of the Act.

"Uncertificated Proxy Instruction" a properly authenticated dematerialised instruction, and/or other instruction or notification, 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).

"United Kingdom" Great Britain and Northern Ireland.

"year" calendar year.

1.2 References to electronic platforms include, without limitation, website addresses and conference call systems, and references to persons attending meetings by electronic means attendance at electronic general meetings via the electronic platform(s) stated in the notice of such meeting.

1.3 Words importing one gender shall (where appropriate) include any other gender and words importing the singular shall (where appropriate) include the plural and vice versa.

1.4 Any words or expressions defined in the Act or the Regulations shall, if not inconsistent with the subject or context and unless otherwise expressly defined in these Articles, bear the same meaning in these Articles save that the word "company" shall include any body corporate.

1.5 The headings in these Articles are inserted for convenience only and do not affect the construction of these Articles.

1.6 References to:

1.6.1 "mental disorder" mean mental disorder as defined in section 1 of the Mental Health Act 1983 or the Mental Health (Scotland) Act 1984 (as the case may be);

1.6.2 any statute, regulation or any section or provision of any statute or regulation, if consistent with the subject or context, shall include any corresponding or substituted statute, regulation or section or provision of any amending, consolidating or replacement statute or regulation;

1.6.3 an Article by number are to a particular Article of these Articles;

1.6.4 a "meeting" shall be taken as not requiring more than one person to be present if any quorum requirement can be satisfied by one person;

1.6.5 a "person" include references to a body corporate and to an unincorporated body or persons;

1.6.6 a share (or to a holding of shares) being "in uncertificated form" or "in certificated form" are references respectively to that share being an uncertificated unit of a security or a certificated unit of a security;

1.6.7 "writing" means the representation or reproduction of words, symbols or other information in a visible and non-transitory form by any method or combination of methods and whether comprised in an electronic form or otherwise and "written" shall be construed accordingly;

1.6.8 a "document" include, unless the context otherwise requires, references to documents sent or received in electronic form;

1.6.9 a document being "signed" or to "signature" include references to its being signed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified by any relevant legislation;

1.6.10 an "instrument" mean, unless the context requires otherwise, a written document having tangible form and not comprised in an electronic form; and

1.6.11 a notice or other document being "sent" or "given" to or by a person mean such notice or other document, or a copy of such notice or other document, being sent, given, delivered, issued or made available to or by, or served on or by, or deposited with or by that person by any method authorised by these Articles, and "sending" and "giving" shall be construed accordingly.

1.7 In these Articles: (a) powers of delegation shall not be restrictively construed; and (b) the words "Board" or "Directors" in the context of the exercise of any power contained in these Articles includes any committee consisting of one or more Directors or any Director holding executive office to which or, as the case may be, to whom the power in question has been delegated.

2 EXCLUSION OF OTHER REGULATIONS

This document comprises the Articles of Association of the Company and no regulations or articles set out in any statute or statutory instrument concerning companies shall apply as Articles of Association of the Company.

3 SHARE CAPITAL

3.1 The share capital of the Company shall consist of ordinary shares of 0.1 pence each and deferred shares of 0.9 pence each ("Deferred Shares").

3.2 The Deferred Shares shall have the following rights and subject to the following restrictions:

3.2.1 as regards income, the Deferred Shares shall not entitle the holders thereof to receive any dividend or other distribution;

3.2.2 as regards voting, the Deferred Shares shall not entitle the holders thereof to receive notice of or to attend or vote at any general meeting of the Company;

3.2.3 as regards capital, on a return of capital on a winding up the holders of Deferred Shares shall only be entitled to receive the amount paid up on such shares after the holders of the ordinary shares have received the sum of 0.1 pence for each ordinary share held by them and shall have no other right to participate in the assets of the Company;

3.2.4 as regards transfers, the Company is authorised at any time:

3.2.4.1 to appoint any person to execute on behalf of the holders of the Deferred Shares a transfer thereof and/or an agreement

3.2.4.2 to transfer the same, without making any payment to the holders thereof and persons so entitled, to such persons as the Company may determine as holder thereof beneficially entitled thereto;

3.2.4.3 pending any such transfer not to issue certificates for the Deferred Shares;

3.2.5 as regards variation of rights, neither:

3.2.5.1 the passing by the Company of any resolution for a reduction of capital involving the cancellation of the Deferred Shares without any repayment of capital in respect thereof, or a reduction of share premium account, or the obtaining by the Company or the making by the Court of an order confirming any such reduction of capital or share premium account or the making effective of such order; nor

3.2.5.2 the purchase by the Company in accordance with the provisions of the Act of any of its own shares or other securities or the passing of a resolution to permit any such purchase;

shall constitute a variation or abrogation of the rights attaching to the Deferred Shares; and

3.2.6 as regards further issues, the rights conferred by the Deferred Shares shall not be varied or abrogated by the creation or issue of further shares ranking pari passu with or in priority to the Deferred Shares.

4 LIMITED LIABILITY

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

5 CHANGE OF NAME

The Company may change its name by resolution of the Board.

6 SHARE RIGHTS AND VARIATION OF RIGHTS

6.1 Subject to the provisions of the Act, and without prejudice to any rights for the time being conferred on the holders of any shares or class of shares, any share in the Company may be allotted with such preferred, deferred or other rights or such restrictions, whether in regard to dividend, return of capital, voting or otherwise, as the Company may from time to time by ordinary resolution determine or, if no such determination be made, as the Directors may determine.

6.2 Subject to the provisions of the Act and to the authority of the Company in general meeting required by the Act, the Board may offer, allot (with or without a right of renunciation), issue or grant options over or otherwise deal with or dispose of shares in the Company to such persons, at such time, for such consideration and generally on such terms and conditions as the Board may determine.

6.3 Subject to any rights conferred on the holders of any other shares, shares may be issued on terms that they are to be redeemed or are liable to be redeemed, including at the option of the Company or a member and otherwise on such terms and conditions and in such manner as shall be determined by the Board prior to the date on which such shares are allotted.

6.4 The Company may give financial assistance for the acquisition of shares in the Company to the extent that it is not restricted by the Act.

6.5 In addition to all other powers of paying commissions, the Company may exercise the powers conferred by the Act (and subject to the provisions of the Act) of paying commissions in connection with the issue of any shares in the Company or the sale for cash of treasury shares held by the Company. Subject to the provisions of the Act and the rules of any regulatory body or stock exchange with which the Company must comply from time to time, any such commissions may be satisfied by the payment of cash or, with the sanction of an ordinary resolution, by the allotment of fully or partly paid shares of the Company or by any such combination. The Company may also, on any issue of shares, pay such brokerage as may be lawful.

6.6 Except as required by law, no person will be recognised by the Company as holding any share upon any trust, and (except only as otherwise provided by these Articles or as required by law or an order of a court of competent jurisdiction) the Company will not be bound by or compelled in any way to recognise any equitable, contingent, future or partial interest in any share or any interest in any fraction or part of a share or any other right in respect of any share except an absolute right to the entirety thereof in the holder.

6.7 Subject to the provisions of the Act, if at any time the capital of the Company is divided into different classes of shares, all or any of the rights or privileges attached to any class may (unless otherwise provided by the terms of issue of the shares of that class)

be varied or abrogated, either in such manner, if any, as may be provided by such rights or, in the absence of any such provision, with the consent in writing of the holders of at least three-quarters in nominal value of the issued shares of that class (excluding any shares held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of that class (but not otherwise).

6.8 To every such separate meeting referred to in Article 6.7, all the provisions of these Articles relating to general meetings of the company or to the proceedings at them shall apply with any necessary modifications, except that the necessary quorum at any such meeting other than an adjourned meeting will be two or more persons present holding or representing by proxy at least one third in nominal value of the issued shares of the class in question. The quorum at an adjourned meeting will be one person holding shares of the class in question or his proxy. Any holder of shares of the class in question present in person or by proxy may demand a poll.

6.9 None of the creation or issue of shares ranking equally with or subsequent to the shares of any class, nor anything done by the Company permitting in accordance with the Regulations the holding of and transfer of title to shares of that or any other class in uncertificated form by means of a relevant system will, unless otherwise expressly provided by these Articles or the rights attached to such shares as a class, be deemed to be a variation of the rights of such shares.

7 SHARE CERTIFICATES AND SHARES IN UNCERTIFICATED FORM

7.1 Subject to Articles 7.8 to 7.11 and the provisions of the Regulations, every person (other than a person in respect of whom the Company is not required by law to complete and have ready for delivery a certificate by virtue of section 769 of the Act) whose name is entered as a holder of any share in the register shall be entitled without payment to receive one certificate for all the shares of each class for the time being held by him or, with the consent of the Board and upon payment of such reasonable out-of-pocket expenses as the Directors may from time to time determine, for every certificate after the first, to several certificates each for one or more of his shares.

7.2 Subject to the provisions of the Act and the rules of any recognised investment exchange (as defined in FSMA) or other stock exchange with which the Company must comply from time to time, every certificate will:

7.2.1 be issued within two months after allotment or the lodgment with the Company of the transfer of the shares, not being a transfer which the company is for any reason entitled to refuse to register and does not register, unless the conditions of issue of such shares otherwise provide or except as exempted by virtue of 769 of the Act;

7.2.2 be under the official seal kept by the company by virtue of section 50 of the Act or otherwise in accordance with the Act; and

7.2.3 specify the number and class and distinguishing numbers, if any, of the shares to which it relates and the amount paid up on them.

7.3 The Company is not bound to register more than four persons as the joint holders of any share or shares except in the case of executors or trustees of a deceased member. In the case of a share held jointly by several persons, the company is not bound to issue more than one certificate for it. Delivery of a certificate for a share to one of several joint holders will be sufficient delivery to all.

7.4 Subject to Articles 7.8 to 7.11 where a holder of any share transfers part of his holding of shares, he will be entitled to a certificate for the balance of his holding without charge.

7.5 Share certificates and certificates for debentures and, subject to the provisions of any instrument constituting or securing them, certificates issued under the official seal kept by the Company by virtue of section 50 of the Act, need not be signed or counter-signed or the signatures may be affixed to them by such mechanical means as may be determined by the Directors.

7.6 Subject to Articles 7.8 to 7.11 if a share certificate is lost, destroyed, defaced or worn out, it will be renewed on such terms, if any, as to evidence and indemnity as the Directors think fit and, in case of defacement or wearing out, on delivery to the Company of the old certificate.

7.7 The Company will not make any charge for any certificate issued under Article 7.6 but will be entitled to charge for any exceptional out-of-pocket expenses it incurs relating to the issue of any new certificate.

7.8 The Directors shall have power to implement whatever arrangements they, in their absolute discretion, see fit in order for any class of shares to be a participating security (subject always to the Regulations and the facilities and requirements of the relevant system concerned). Where they do so, Articles 7.9 to 7.11 will take effect immediately prior to the time at which the Operator of the relevant system concerned permits the class of shares concerned to be a participating security.

7.9 In relation to any class of shares which is, for the time being, a participating security, and for as long as that class remains a participating security, no provision of these Articles will apply or have effect to the extent that it is in any respect inconsistent with:

7.9.1 the holding of shares of that class in uncertificated form;

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

7.9.3 the Regulations;

and, without prejudice to the generality of this Article, no provision of these Articles shall apply or have effect to the extent that it is in any respect inconsistent with the maintenance, keeping or entering up by the Operator, so long as that is permitted or required by the Regulations, of an Operator register of securities in respect of shares of that class in uncertificated form.

7.10 Without prejudice to the generality of Article 7.9 and notwithstanding anything contained in these Articles, where any class of share is, for the time being, a participating security (such class being referred to in these Articles as the "Relevant Class"):

7.10.1 the register relating to the Relevant Class shall be maintained at all times in the United Kingdom;

7.10.2 shares of the Relevant Class may be issued in uncertificated form in accordance with and subject to the Regulations;

7.10.3 unless the Directors decide otherwise, shares of the Relevant Class held by the same holder or joint holder in certificated form and uncertificated form will be treated as separate holdings;

7.10.4 shares of the Relevant Class may be changed from uncertificated to certificated form and from certificated to uncertificated form in accordance with and subject to the Regulations;

7.10.5 title to shares of the Relevant Class which are recorded on the register as being held in uncertificated form may be transferred by means of the relevant system concerned and accordingly (and in particular) Article 11 will not apply to those shares to the extent that that Article requires or contemplates the effecting of a transfer by an instrument in writing and the production of a certificate for the shares to be transferred;

7.10.6 the Company will comply with the provisions of Regulations 25 and 26 in relation to the Relevant Class;

7.10.7 the provisions of these Articles relating to meetings of or including holders of the Relevant Class, including notices of such meetings, will be subject to Regulation 41; and

7.10.8 Articles 7.1 to 7.7 will not apply so as to require the company to issue a certificate to any person holding shares of the Relevant Class in uncertificated form.

7.11 The Company shall be entitled to assume that the entries on any record of securities maintained by it in accordance with the Regulations and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance upon such assumption; in particular, any provision of these Articles which requires or envisages that action will be taken in reliance on information contained in the register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled).

8 LIEN

8.1 The Company shall have a first and paramount lien on every share, which is not a fully paid share, for all money, whether presently due or not, payable in respect of such share. The Company's lien, if any, on a share extends to all dividends or other money payable on it or in respect of it. The Directors may resolve that any share will be exempt from the provisions of this Article for any specified period.

8.2 For the purpose of enforcing such lien, the Company may sell, in such manner as the Directors think fit, any share on which the Company has a lien, provided that a sum in respect of which the lien exists is presently payable and is not paid within 14 days after notice in writing (stating and demanding payment of the money presently payable and giving notice of intention to sell the shares in default) has been served on the holder for the time being of such share or the person entitled by reason of his death or bankruptcy to such share.

8.3 The net proceeds of any such sale will be applied in or towards payment or satisfaction of the liability in respect of which the lien exists so far as the same is presently payable and any residue will, upon surrender to the Company for cancellation of the certificate for the shares sold (where applicable) and subject to a like lien in respect of sums not presently payable as existed upon the shares prior to the sale, be paid to the person entitled to the shares immediately prior to the sale.

8.4 For giving effect to any such sale, the Board may authorise such person as it directs to sign any instrument of transfer of the shares sold to, or in accordance with the directions of, their purchaser. The purchaser will be registered as the holder of the shares so transferred and he will not be bound to see to the application of the purchase money, nor will his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

9 CALLS ON SHARES

9.1 Subject to the terms of allotment of any shares, the Board may make calls upon the members in respect of any money unpaid on their shares (whether in respect of the nominal value of the shares or by way of premium). Every member will (subject to being given at least 14 clear days' notice specifying when and where payment is to be made) pay to the Company the amount called on his shares as required by the notice. A person on whom a call is made will remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made.

9.2 A call may be payable by instalments and may be postponed or wholly revoked or in part revoked as the Board may determine.

9.3 A call will be deemed to have been made at the time when the resolution of the Board authorising the call was passed.

9.4 The joint holders of a share are jointly and severally liable to pay all calls in respect of it and any one of such persons may give effective receipts for any return of capital payable in respect of such shares.

9.5 If, by the terms or conditions of allotment or issue of any share in the Company, any amount is payable in respect of such shares by instalments, every such instalment will be payable as if it were a call duly made by the Directors of which due notice had been given.

9.6 If a sum called in respect of a share is not paid before or on the day appointed for its payment, the person from whom the sum is due must pay interest on the sum at such rate as may be fixed by the terms of allotment of the share or, if no rate is fixed, at the appropriate rate (as defined by section 592 of the Act) from the day appointed for its payment to the time of actual payment. The Directors are at liberty to waive payment of such interest wholly or in part.

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

9.8 The Board may on the allotment of shares differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.

9.9 The Board may, if it thinks fit, receive from any member willing to advance it all or any part of the money uncalled and unpaid upon any shares held by him (beyond the sums actually called up on them) as a payment in advance of calls and such payment in advance of calls will extinguish the liability upon the shares in respect of which it is advanced to the extent of the payment. The Company may pay interest upon the money so received, or so much of it as from time to time exceeds the amount of the calls then made upon the shares in respect of which it has been received and until the time which it would otherwise (but for the advance) have become presently payable, at such rate as the member paying such sum and the Directors agree. Any such sum paid in advance of calls will not entitle the holder of the shares in question to participate in any 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 presently payable.

10 FORFEITURE OF SHARES

10.1 If a member fails to pay the whole or any part of any call or instalment of a call before or on the date appointed for its payment, the Board may, at any time after that date, during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together

with any interest which may have accrued on it and all expenses incurred by the Company by reason of such non-payment.

10.2 The notice shall fix a further date (not being earlier than 14 clear days from the date of the notice), on or before which, and the place where, the payment required by the notice is to be made, and will state that, in the event of non-payment on or before the date and at the place appointed, the shares on which the call was made will be liable to be forfeited.

10.3 If the requirements of any such notice are not complied with, any share in respect of which such notice has been given may, at any time before payment of all calls and interest and other sums due in respect of it has been made, be forfeited by a resolution of the Directors to that effect. Every forfeiture will include all dividends and other payments or distributions which have been declared in respect of the forfeited shares and not actually paid before the forfeiture. Forfeiture shall be deemed to occur at the time of the passing of the said resolution of the Board.

10.4 When any share has been forfeited, notice of the forfeiture will be served upon the person who was before forfeiture the holder, or the person entitled to the same by transmission, but no forfeiture will be in any manner invalidated by any omission or neglect to give such notice. Subject to the provisions of the Act, any share so forfeited will be deemed to be the property of the Company, no voting rights may be exercised in respect of it and the Directors may, within three years of such forfeiture, sell, re-allot or otherwise dispose of it in such manner as they think fit, either to the person who was before the forfeiture its holder or to any other person, and either with or without any past or accruing dividends and, in the case of re-allotment, with or without any money paid on it by the former holder being credited as paid up on it. Any share not so disposed of within a period of three years from the date of its forfeiture will be cancelled in accordance with the provisions of the Act. Where, for the purposes of its disposal, a forfeited share is to be transferred to any person, the Board may authorise any person to execute an instrument of transfer of the share.

10.5 The Directors may, at any time before any share so forfeited has been cancelled or sold, re-allotted or otherwise disposed of, annul the forfeiture upon such conditions as they think fit.

10.6 A person whose shares have been forfeited ceases to be a member in respect of the forfeited shares but, notwithstanding the forfeiture, remains liable to pay to the Company all money which, at the date of forfeiture, was payable by him to the Company in respect of the shares together with interest on such sum at the rate specified in Article 9.6 from the date of forfeiture until payment and the Directors may enforce payment without any allowance for the value of the shares at the time of forfeiture.

10.7 A statutory declaration by a Director or the secretary that a share has been duly forfeited on a date stated in the declaration is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. Such declaration and the receipt by the Company of the consideration, if any, given for the share on its subsequent sale, re-allotment or disposal, together with the certificate, if any, for the share delivered to a purchaser or allottee of it (subject to the execution of an instrument of transfer if so

required) constitutes a good title to the share. The person to whom the share is sold, re-allotted or disposed of will be registered as its holder and will not be bound to see to the application of the consideration, if any, nor will his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the share.

10.8 The Directors may accept the surrender of any share liable to be forfeited under these Articles and, in any such case, any reference in these Articles to forfeiture includes surrender.

11 TRANSFER OF SHARES

11.1 Subject to Articles 7.8 to 7.11, the instrument of transfer of a share may be in any usual form or in any other form which the Board may approve.

11.2 The instrument of transfer, if any, must be signed by or on behalf of the transferor and, in the case of a partly paid share, by or on behalf of the transferee. The transferor will be deemed to remain the holder until the name of the transferee is entered in the register in respect of it.

11.3 The Board may refuse to register any transfer of shares:

11.3.1 which are not fully paid;

11.3.2 which are held in certificated form, unless the instrument of transfer is duly stamped, is deposited at the office or such other place as the Directors may appoint and is accompanied by the certificate for the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;

11.3.3 which are held in certificated form, unless the instrument of transfer is in respect of only one class of share;

11.3.4 in the event that the proposed transfer is in favour of more than four transferees; and

11.3.5 which are held in uncertificated form, in the circumstances set out in the Regulations.

11.4 If the Board refuses to register a transfer of any shares, it shall, within two months after the date on which the instrument of transfer was lodged with the Company (or, in the case of shares held in uncertificated form, the date on which the Operator instruction was received) send to the transferor and the transferee notice of the refusal.

11.5 The Company is not entitled to charge any fee in respect of the registration of any instrument of transfer, probate, letters of administration, certificate of marriage or death, power of attorney, stop notice or other document relating to or affecting the title to any shares.

11.6 All instruments of transfer which are registered will, subject to Article 58.1, be retained by the Company but any instrument of transfer which the Directors refuse to register will, except in any case of fraud, be returned to the person depositing it when notice of refusal is given.

11.7 Nothing in these Articles precludes the Directors from recognising a renunciation of the allotment of any share by the allottee in favour of some other person.

12 TRANSMISSION OF SHARES

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

12.2 Any person becoming entitled to a share in consequence of the death or bankruptcy of a member or by operation of law may, upon such evidence as to his title being produced as may from time to time be required by the Directors, and subject as provided in these Articles, elect either to be registered himself as the holder of the share or to have some person nominated by him registered as its holder.

12.3 If the person so becoming entitled elects to be registered himself, he must deliver or send to the Company a notice in writing signed by him stating that he so elects. If he elects to have another person registered, he must signify his election by signing an instrument of transfer of the share in favour of that person. All the limitations, restrictions and provisions of these Articles relating to the right to transfer shares and the registration of transfers of shares apply to any such notice and transfer as if the death or bankruptcy of the member or other event giving rise to transmission had not occurred and the notice or transfer were an instrument of transfer signed by the member.

12.4 A person becoming entitled to a share in consequence of the death or bankruptcy of a member or by operation of law will, upon supply to the Company of such evidence as the Directors may reasonably require as to his title to the share, be entitled to receive and may give a discharge for all dividends and other money payable in respect of the share but he will not be entitled in respect of that share to receive notices of or to attend or vote at meetings of the Company or at any separate meetings of the holders of any class of shares or, except as previously stated, to any of the rights or privileges of a member until he has become a holder in respect of the share in question. The Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and, if the notice is not complied with within 60 days, such person will be deemed to have elected to be registered as a member in respect of the share and may be registered accordingly.

13 DISCLOSURE OF INTERESTS IN SHARES

13.1 If at any time the Board is satisfied that any member, or any other person appearing to be interested in shares held by such member, has been duly served with a Section 793 Notice and is in default for the prescribed period (as defined in Article 13.6) in supplying to the Company the information thereby required, or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, then the Board may, in its absolute discretion at any time thereafter by notice (a "disenfranchisement notice") to such member direct that:

13.1.1 in respect of the shares in relation to which the default occurred (the "default shares", which expression includes any shares issued after the date of the Section 793 Notice in respect of those shares) the member shall not be entitled to attend or vote either personally or by proxy or by representative at a general meeting or at a separate meeting of the holders of that class of shares or on a poll; and

13.1.2 where the default shares represent at least 0.25 per cent in nominal value of the issued shares of their class (calculated exclusive of any shares of that class held as treasury shares), the disenfranchisement notice may additionally direct that in respect of the default shares:

13.1.2.1 no payment shall be made by way of dividend and no share shall be allotted pursuant to Article 51.12;

13.1.2.2 no transfer of any default share shall be registered unless:

(a) the member is not himself in default as regards supplying the information requested and the transfer, when presented for registration, is accompanied by a certificate by the member in such form as the Board may in its absolute discretion require to the effect that, after due and careful enquiry, the member is satisfied that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer; or

(b) the transfer is an approved transfer (as defined in Article 13.6); or

13.2 The Company shall send the disenfranchisement notice to each other person appearing to be interested in the default shares, but the failure or omission by the Company to do so shall not invalidate such notice.

13.3 Any disenfranchisement notice shall cease to have effect not more than seven days after the earlier of receipt by the Company of:

13.3.1 a notice of an approved transfer, but only in relation to the shares transferred; or

13.3.2 all the information required by the relevant Section 793 Notice, in a form satisfactory to the Board.

13.4 The Board may at any time send a notice cancelling a disenfranchisement notice.

13.5 The Company may exercise any of its powers under Article 7.10 in respect of any default share that is held in uncertificated form.

13.6 For the purposes of this Article 13:

13.6.1 a person shall be treated as appearing to be interested in any shares if the member holding such shares has sent to the Company a notification under section 793 of the Act which either;

13.6.1.1 names such person as being so interested; or

13.6.1.2 fails to establish the identities of all those interested in the shares, and (after taking into account the said notification and any other relevant section 793 notification) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares;

13.6.2 the "prescribed period" is 14 days from the date of service of the Section 793 Notice; and

13.6.3 a transfer of shares is an "approved transfer" if:

13.6.3.1 it is a transfer of shares pursuant to an acceptance of a takeover offer (within the meaning of Section 974 of the Act; or

13.6.3.2 the Board is satisfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares the subject of the transfer to a party unconnected with the member and with any other person appearing to be interested in the shares; or

13.6.3.3 the transfer results from a sale made through a recognised investment exchange as defined in FSMA or any other stock exchange outside the United Kingdom on which the Company's shares are normally traded.

13.7 Nothing contained in this Article 13 limits the power of the Company under section 794 of the Act.

14 STOCK

14.1 Subject to the provisions of the Act, the Company may by ordinary resolution:

14.1.1 at any time prior to 1 October 2009 (or such other date prior to and up to which the Act may permit the same) convert any fully paid up shares into stock; and
14.1.2 reconvert any stock into paid up shares of any denomination.

14.2 The holders of stock may transfer it, or any part of it, in the same manner and subject to the same regulations as would have applied to the shares from which the stock arose if they had not been converted, or as near as circumstances admit. The Directors may from time to time, if they think fit, fix the minimum amount of stock transferable provided that such minimum does not exceed the nominal amount of each of the shares from which the stock arose.

14.3 The holders of stock will, according to the amount of the stock held by them, have the same rights, privileges and advantages in all respects as if they held the shares from which the stock arose, provided that no such privilege or advantage, except participation in dividends and profits of the Company and in the assets on a winding up, will be conferred by an amount of stock which would not, if existing in shares, have conferred such privilege or advantage.

14.4 All the provisions of these Articles applicable to paid up shares will apply to stock and in all such provisions the words "share" and "member" include "stock" and "stockholder" respectively.

15 ALTERATION OF CAPITAL

15.1 Any resolution authorising the Company to sub-divide its shares, or any of them, into shares of smaller nominal value may determine that, as between the holders of the shares resulting from such sub-division, one or more of them may have any such preferred or other special rights or be subject to any such restrictions as compared with the others.

15.2 All shares created by a resolution pursuant to Article 15.1 shall be:

15.2.1 subject to all the provisions of these Articles, including without limitation, provisions relating to payment of calls, lien, forfeiture, transfer and transmission; and
15.2.2 unclassified, unless otherwise provided by these Articles, by the resolution creating the shares or by the terms of allotment of the shares.

15.3 Whenever as a result of any consolidation of shares any members would become entitled to fractions of a share, the Board may deal with the fractions as it thinks fit and, in particular, may on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Act, the Company) and distribute the net proceeds of sale in due

proportion among the members who would have been entitled to the fractions of shares. For the purpose of any such sale, the Board may authorise some person to sign an instrument of transfer of the shares representing the fractions to their purchaser, whose name will be entered in the register of members as the holder of the shares and who will not be bound to see to the application of the purchase money and the title to the shares of such purchaser will not be affected by any irregularity or invalidity in the proceedings in reference to the sale.

16 ANNUAL GENERAL MEETINGS

16.1 The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year.

16.2 Subject to the provisions of the Act, annual general meetings shall be held at such time and place or electronic platform as the Board may determine. The Board shall determine whether an annual general meeting is to be held as a physical annual general meeting or an electronic annual general meeting, or a Hybrid Meeting.

17 GENERAL MEETINGS

The Board may convene a general meeting, other than an annual general meeting, at such time and place or electronic platform as it thinks fit. The Board shall determine whether a general meeting is to be held as a physical general meeting, an electronic general meeting or a Hybrid Meeting. At any such general meeting convened on a members' requisition or by the requisitionists no business shall be transacted except that stated by the requisition or proposed by the Board. If there are within the United Kingdom, insufficient members of the Board to convene such a general meeting, any Director may call such a general meeting.

18 NOTICE OF GENERAL MEETINGS

18.1 An annual general meeting and each other general meeting of the Company shall be called by notice of at least such length as is required in the circumstances by the Act. The Company may give such notice by any means or combination of means permitted by law.

18.2 The notice of any general meeting shall include such statements as are required by the Act and shall in any event specify:

18.2.1 whether the meeting is convened as an annual general meeting or any other general meeting;

18.2.2 whether the meeting shall be a physical or electronic general meeting or a Hybrid Meeting;

18.2.3 for physical general meetings, the time, date and place of the meeting (including without limitation any satellite meeting place arranged for the purposes of Article 19, which shall be identified as such in the notice);

18.2.4 for electronic general meetings, the time, date and electronic platform for the meeting, which electronic platform may vary from time to time and from meeting to meeting as the Board, in its sole discretion, sees fit;

18.2.5 the general nature of the business to be transacted at the meeting;

18.2.6 if the meeting is convened to consider a special resolution, the text of the resolution and the intention to propose the resolution as such; and

18.2.7 with reasonable prominence, that a member entitled to attend and vote is entitled to appoint one or (provided each proxy is appointed to exercise the rights attached to a different share held by the member) more proxies to attend and to speak and vote instead of him and that a proxy need not also be a member.

18.3 The notice shall be given to the members (other than any who, under the provisions of these Articles or of any restrictions imposed on any shares, are not entitled to receive notice from the Company), to the Directors and to the Auditors and to any other person who may be entitled to receive it.

18.4 The notice shall include details of any arrangements made for the purpose of Article 23 (making clear that participation in those arrangements, where the meeting is only a physical meeting, will not amount to attendance at the meeting to which the notice relates).

18.5 Notwithstanding that it is called by shorter notice than that specified in Article 18.1, a meeting of the Company is deemed to have been duly called if such shorter period of notice is so agreed:

18.5.1 in the case of a meeting called as an annual general meeting, by all the members entitled to attend and vote at it; or

18.5.2 in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority who together hold not less than 95 per cent, in nominal value of the shares giving a right to attend and vote at the meeting (excluding any shares in the Company held as treasury shares).

18.6 If, after the sending of notice of a general meeting but before the meeting is held, the Board, in its absolute discretion, considers that it is impractical or unreasonable for any reason to hold a general meeting on the date or at the time or place specified in the notice calling the general meeting, it may postpone the general meeting to another date, time and/or change the place of the meeting. In that event, no new notice of the meeting need be sent but the Board shall advertise the date, time and place of the meeting in at least two national newspapers in the United Kingdom and, to the extent reasonably practicable, at the place and/or time originally proposed for the meeting.

18.7 The accidental omission to give notice of a meeting or (where forms of proxy are sent out with notices) to send a form of proxy with a notice to, or the non-receipt of notice of

a meeting or such form of proxy by, any person entitled to receive the same will not invalidate the proceedings at that meeting.

18.8 In every notice calling a general meeting of the Company or any class of the members of the Company, there must appear, with reasonable prominence, a statement that a member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at the meeting and that the member may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the member.

18.9 Where special notice of a resolution is required by any provision contained in the Act, the resolution is not effective unless notice of the intention to move it has been given to the Company at least 28 days (or such shorter period as the Act permit) before the meeting at which it is moved and the Company must give to its members notice of any such resolution as required by and in accordance with the provisions of the Act.

19 GENERAL MEETINGS AT MORE THAN ONE PLACE

19.1 Without prejudice to Article 20, the Board may resolve to enable persons entitled to attend a physical general meeting to do so by simultaneous attendance and participation at a satellite meeting place anywhere in the world. The members present in person or by proxy at satellite meeting places shall be counted in the quorum for, and 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:

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

19.1.2 hear all persons who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place; and

19.1.3 be heard by all other persons so present in the same way.

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

20 ELECTRONIC GENERAL MEETINGS

Without prejudice to Article 19, the Board may resolve to enable persons entitled to attend a general meeting hosted on an electronic platform (such meeting being an electronic general meeting) to do so by simultaneous attendance by electronic means with no member necessarily in physical attendance at the electronic general meeting. The members or their proxies present shall be counted in the quorum for, and 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 electronic general meeting to ensure that members attending the electronic general meeting who are not present together at the same place may, by electronic means, attend and speak and vote at it.

21 HYBRID MEETINGS

Nothing in these Articles prevents a general meeting being held both physically and electronically (a "Hybrid Meeting") save that Article 33.6 in relation to voting by poll shall apply.

22 INTERRUPTION OR ADJOURNMENT WHERE FACILITIES ARE INADEQUATE

If it appears to the Chairman of the general meeting that:

22.1 the facilities at the principal meeting place or any satellite meeting place; or
22.2 the electronic platform, facilities or security at the electronic general meeting,

have become inadequate for the purposes referred to in Articles 19 or 20, 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 30.2 shall apply to that adjournment.

23 OTHER ARRANGEMENTS FOR VIEWING AND HEARING PROCEEDINGS AT PHYSICAL GENERAL MEETINGS

The Board may make arrangements for persons entitled to attend a physical general meeting or an adjourned physical general meeting to be able to view and hear the 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 being 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 at such a venue to view or hear all or any of the proceedings of the physical general meeting or to speak at the meeting shall not in any way affect the validity of the proceedings of the meeting.

24 CONTROLLING LEVEL OF ATTENDANCE AT PHYSICAL GENERAL MEETINGS

For meetings held in accordance with Article 19, the Board may from time to time make any arrangements for controlling the level of attendance at any venue for which arrangements have been made pursuant to Article 23 (including without limitation the issue of tickets or the imposition of some other means of selection) that in its absolute discretion considers 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 23. 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.

25 CHANGE IN PLACE/ELECTRONIC PLATFORM AND/OR TIME OF MEETING

25.1 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 Board decides that it is impracticable or unreasonable, for a reason beyond its control, to hold:

25.1.1 the physical general meeting at the declared place (or any of the declared places, in the case of a meeting to which Article 19 applies), or

25.1.2 the electronic general meeting on the electronic platform specified in the notice,

and/or time, it may change the place (or any of the places, in the case of a meeting to which Article 19 applies) or electronic platform and/or postpone the time at which the meeting is to be held. If such a decision is made, the Board may then change the place (or any of the places, in the case of a meeting to which Article 19 applies) or the electronic platform and/or postpone the time again if it decides that it is reasonable to do so. In either case:

25.1.3 no new notice of the meeting need be sent, but the Board shall, if practicable, advertise the date, time and place of, or electronic platform for, the meeting in at least two newspapers having a national circulation and shall make arrangements for notices of the change of place or electronic platform and/or postponement to appear at the original place or electronic platform and/or at the original time, and

25.1.4 a proxy appointment in relation to the meeting may, if by means of a document in hard copy form, be delivered to the office or to such other place within the United Kingdom as may be specified by or on behalf of the Company in accordance or, in electronic form, be received at the address (if any) specified by or on behalf of the Company in each case in accordance with Article 35 at any time not less than 48 hours before the postponed time appointed for holding the meeting provided that the Board may specify, in any case, that in calculating the period of 48 hours, no account shall be taken of any part of a day that is not a working day.

26 MEANING OF PARTICIPATE IN RELATION TO PHYSICAL MEETINGS

For the purposes of Articles 20, 22, 23 and 25 in relation to physical general meetings, 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 Act or these Articles to be made available at the meeting.

27 MEANING IF PARTICIPATE IN RELATION TO ELECTRONIC MEETINGS

For the purposes of Articles 20, 22, 23 and 25 in relation to electronic general meetings, 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 poll, be represented by a proxy and have access (including electronic access) to all documents which are required by the Act or these Articles to be made available at the meeting.

28 SECURITY AT PHYSICAL MEETINGS

The Board and, at any physical general meeting, the Chairman may make any arrangement and impose any requirement or restriction it 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 Board 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.

29 SECURITY AT ELECTRONIC MEETINGS

29.1 The Board and, at any electronic general meeting, the Chairman may make any arrangement and impose any requirement or restriction as is:

29.1.1 necessary to ensure the identification of those taking part and the security of the electronic communication, and
29.1.2 proportionate to those objectives.

29.2 In this respect, the Company is able to authorise any voting application, system or facility for electronic general meetings as it sees fit.

30 POWER TO ADJOURN

30.1 The Chairman may, with the consent of a meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and from place to place (which place may include electronic platforms) as the meeting shall determine. However, without prejudice to any other power which he may have under these Articles or at common law, the Chairman may, without the need for the consent of the meeting, interrupt or adjourn any meeting (whether or not it has commenced or a quorum is present) from time to time and from place to place or electronic platform, or for an indefinite period, if he is of the opinion that:

30.1.1 it is likely to be impracticable to hold or continue that meeting because of the number of members wishing to attend who are not present; or
30.1.2 the unruly conduct of persons attending the meeting prevents or is likely to prevent the orderly continuation of the business of the meeting, or
30.1.3 an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.

30.2 Any such adjournment may, subject to the provisions of the Act, be for such time and to such other place (or, in the case of a meeting held at a principal meeting place and a satellite meeting place, such other places) or electronic platform as the Chairman may, in his absolute discretion determine, notwithstanding that by reason of such adjournment some members may be unable to be present at the adjourned meeting. Any such member may nevertheless appoint a proxy for the adjourned meeting in

accordance with Article 35 by means of a document in hard copy form which, if delivered (including by electronic means) at the meeting which is adjourned to the Chairman or the secretary or any director, shall be valid even though it is given at less notice than would otherwise be required by Article 35.

31 NOTICE OF ADJOURNED MEETING

Whenever a meeting is adjourned for 30 days or more or indefinitely, at least seven Clear days' notice, specifying the place (or places, in the case of a meeting to which Article 19 applies) or electronic platform, the day and time of the adjourned meeting and the general nature of the business to be transacted, shall be given in the same manner as in the case of an original meeting. Save as aforesaid and subject to the Act, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting.

32 BUSINESS OF ADJOURNED MEETING

No business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place.

33 PROCEEDINGS AT GENERAL MEETINGS

33.1 No business shall be transacted at any general meeting unless a quorum is present, but the absence of a quorum shall not preclude the choice or appointment of a chairman of the meeting, which shall not be treated as part of the business of the meeting. Except as otherwise provided in these Articles and subject to the requirements of the Act, two persons present in person or by proxy or by representative (in the case of a corporate member) and entitled to vote on the business to be transacted at the meeting shall be a quorum.

33.2 If, within half an hour from the time appointed for the meeting, such a quorum is not present or if, during a meeting, a quorum ceases to be present, the meeting, if convened on the requisition of, or by, members, will be dissolved. In any other case, the meeting will stand adjourned to such day and at such time and place as the chairman of the meeting may determine.

33.3 At such adjourned meeting a quorum shall be two persons present in person or by proxy or by representative (in the case of a corporate member) and entitled to vote. If, at such adjourned meeting, a quorum is not present within 15 minutes from the time appointed for holding the adjourned meeting, or if during an adjourned meeting a quorum ceases to be present, the adjourned meeting shall be dissolved. When a meeting is adjourned through lack of quorum, the Company must give at least seven clear days' notice of any meeting adjourned through lack of quorum and the notice shall specify the place, the day and the time of the adjourned meeting and state the quorum requirement.

33.4 The chairman, if any, of the Board or, in his absence, some other Director nominated by the chairman in writing will preside as chairman at every general meeting of the Company but if, at any meeting, neither the chairman nor such other Director is present within 15 minutes after the time appointed for holding the meeting or, if neither of them

is willing to act as chairman, the Directors present may choose one of the Directors present to be chairman of the meeting or, if no Director is present or if all the Directors present decline to take the chair, the members present and entitled to vote may choose one of the members present to be chairman of the meeting.

33.5 The chairman of any meeting at which a quorum is present may, without prejudice to any other power of adjournment which he may have under these Articles or at common law, with the consent of the meeting (and must if so directed by the meeting), adjourn the meeting from time to time and from place to place. No business may be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting as originally convened. In addition, and without prejudice to any other power of the chairman to adjourn the meeting under these Articles or at common law, the chairman may adjourn the meeting to another time or place without the consent of the meeting if it appears to him that:

33.5.1 it is likely to be impracticable to hold or continue that meeting because of the number of members wishing to attend who are not present; or
33.5.2 the unruly conduct of persons attending the meeting prevents or is likely to prevent the orderly continuation of the business of the meeting; or
33.5.3 an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.

Whenever a meeting is adjourned (whether under these Articles or pursuant to the common law or otherwise) for 14 days or more or for an indefinite period, at least seven clear days' notice, specifying the place, the day and the time of the adjourned meeting and the general nature of the business to be transacted, shall be given (in any manner in which notice of a meeting may lawfully be given from time to time). Save as otherwise provided in these Articles, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

33.6 At electronic general meetings (or meetings which are held as Hybrid Meetings) all resolutions put to the members at shall be voted on by a poll, which poll votes may be cast by such electronic means as the Board in its sole discretion deems appropriate for the purposes of the meeting.

33.7 At any physical general meeting, a resolution or any question put to the vote of the meeting shall be decided on a show of hands unless the Company's intention to call a poll on the resolution is stated in the notice to the general meeting or, before or upon the declaration of a vote on a show of hands, a poll is duly demanded. Subject to the provisions of the Acts, a poll may be demanded by:

33.7.1 the chairman of the meeting; or
33.7.2 not fewer than five members present in person or by proxy and entitled to vote on the resolution; or

33.7.3 a member or members present in person or by proxy representing not less than one-tenth of the total voting rights of all the members having the right to vote on the resolution; or

33.7.4 a member or members present in person or by proxy holding shares of the Company conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

33.8 Unless a poll is duly demanded, a declaration by the chairman that a resolution has been carried, or carried unanimously or by a particular majority, or lost or not carried by a particular majority, and an entry to that effect in the book containing the minutes of the proceedings of general meetings of the Company, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

33.9 The appointment of a proxy to vote at a meeting is deemed also to confer authority to demand or join in demanding a poll and to vote on a poll, including to vote on the election of a chairman of the meeting and on a motion to adjourn a meeting. For the purposes of Article 33.6, a demand by a person as proxy for a member is the same as a demand by the member.

33.10 In the case of a resolution duly proposed as a special resolution, no amendment, other than a mere clerical 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, other than a mere clerical amendment to correct a patent error, may be considered or voted upon unless, either at least 48 hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed, notice in writing of the terms of the amendment and intention to move it has been received by the Company, or the chairman, in his absolute discretion, decides that it may be considered and voted upon. If an amendment is proposed to any resolution under consideration but is ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution will not be invalidated by any error in such ruling.

33.11 A poll demanded on the election of a chairman or on a question of adjournment must be taken immediately. A poll duly demanded on any other matter shall be taken in such manner as the chairman may direct (including the use of ballot or voting papers or electronic means, or any combination thereof) and at such time and place or on such electric platform, not being more than 30 days from the date of the meeting or adjourned meeting at which the poll was demanded. The chairman may, in the event of a poll, appoint scrutineers, who need not be members, and may fix such time and place or on such electric platform for the purpose of declaring the result of the poll.

33.12 No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case, at least seven clear days' notice must be given specifying the time and place at which the poll is to be taken.

33.13 The demand for a poll (other than on the election of the Chairman of the meeting or any question of adjournment) shall not prevent the continuance of the meeting for the transaction of any business, other than the question on which a poll has been demanded. If a poll is demanded before the declaration of the result on a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

33.14 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded is entitled to a further or casting vote.

33.15 A demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn will not be taken to have invalidated the result of a show of hands declared before the demand was made. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn with the consent of the chairman the meeting will continue as if the demand had not been made. If the demand for a poll is withdrawn, the chairman or any other member entitled may demand a poll.

33.16 The Board may implement at general meetings of the Company, such security arrangements as it shall think appropriate to which members and their representatives (in the case of corporate members) and proxies shall be subject. The Board shall be entitled to refuse entry to the meeting to any such member, representative or proxy who fails to comply with such security arrangements. The chairman of each general meeting of the Company may take such action as he considers appropriate to permit orderly conduct of the business of the meeting as set out in the notice of the meeting.

33.17 If it appears to the chairman that the meeting place specified in the notice convening the meeting is inadequate to accommodate all members entitled and wishing to attend, the meeting shall nevertheless be duly constituted and its proceedings valid provided that the chairman is satisfied that adequate facilities are available to ensure that any member who is unable to be accommodated is nonetheless able to participate in the business for which the meeting has been convened and to hear and see all persons present who speak (whether by the use of microphones, loudspeakers, audiovisual communication equipment or otherwise), whether in the meeting place or elsewhere, and to be heard and seen by all other persons so present in the same manner.

34 VOTES OF MEMBERS

34.1 Subject to any special rights or restrictions as to voting attached to any shares and to these Articles at any physical general meeting:

34.1.1 on a show of hands, every member present in person or by representative (in the case of a corporate member) or by proxy shall have one vote; and

34.1.2 on a poll, every member who is present in person or by representative (in the case of a corporate member) or by proxy shall have one vote for every share of which he is the holder. On a poll, a member (present in person or by

representative or by proxy) entitled to more than one vote need not, if he votes, use all of his votes or cast all the votes he uses in the same way.

34.2 The appointment of a proxy to vote on a matter at a meeting authorises the proxy to demand, or join in demanding, a poll on that matter. In applying the provisions of this Article 34, a demand by a proxy counts (i) for the purposes of Article 33.7.2 as a demand by the member, (ii) for the purposes of Article 33.7.3, as a demand by a member representing the voting rights that the proxy is authorised to exercise, and (iii) for the purposes of Article 33.7.4, as a demand by a member holding the shares to which those rights are attached.

34.3 In the case of joint holders of a share, the person whose name appears first in the register of members is entitled, to the exclusion of the other joint holders, to vote, whether in person or by proxy, in respect of the share.

34.4 A member in respect of whom an order has been made by a court or official having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised for the purpose appointed by such court or official and any such receiver, curator bonis or other person may vote by proxy provided that evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote has been received by the Company, or as otherwise specified in accordance with these Articles for the delivery of proxy appointments, not later than the time specified in accordance with these Articles by which proxy appointments must be received prior to the meeting or adjourned meeting at which the right to vote is to be exercised and, in default, the right to vote shall not be exercisable.

34.5 No member shall, unless the Board otherwise determines, be entitled to vote at any general meeting or at any separate general meeting of the holders of any class of shares:

34.5.1 unless all calls or other sums presently payable by him in respect of shares in the Company have been paid; and/or

34.5.2 where, in accordance with the provisions of Article 13, he is not permitted to vote.

34.6 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting or poll at which the vote objected to is given or cast. Every vote not disallowed at such meeting shall be valid and every vote not counted which ought to have been counted shall be disregarded for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting whose decision shall be final, binding and conclusive.

35 PROXIES AND CORPORATIONS ACTING BY REPRESENTATIVES

35.1 The appointment of a proxy shall be in writing and shall be signed in such manner as the Board may approve. Subject thereto, the appointment of a proxy shall be signed by the appointor or his attorney or, if the appointor is a corporation, signed by a duly

authorised officer, attorney or other authorised person or under its common seal. If the Board so determines for the purpose of this Article and Articles 35.2 to 35.6, a proxy appointment in electronic form need not comprise writing and need not be signed but shall instead be subject to such conditions as the Board may approve.

35.2 The appointment of a proxy shall be in any usual form or in any other form which the Board may approve. Subject thereto, the appointment of a proxy may be:

35.2.1 by means of an instrument; or
35.2.2 sent by electronic means to such address (if any) for the time being notified by or on behalf of the Company for that purpose,

The Board may, if it thinks fit, at the Company's expense send forms of proxy for use at the meeting and issue invitations by electronic means to appoint a proxy in relation to the meeting in such form as may be approved by the Board. The appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned. A member may appoint more than one proxy to attend on the same occasion and, if he does, he shall specify the number of shares in respect of which each proxy is entitled to exercise the related votes and shall ensure that no proxy is appointed to exercise the votes which any other proxy has been appointed by that member to exercise.

35.3 The appointment of a proxy shall:

35.3.1 in the case of an instrument, be delivered personally or by post to the office or such other place within the United Kingdom as may be specified by or on behalf of the Company for that purpose:

35.3.1.1 in the notice convening the meeting; or
35.3.1.2 in any form of proxy sent by or on behalf of the Company in relation to the meeting,

not less than 48 hours (or such shorter period as the Directors may determine and is specified in either or both of the notice convening the meeting and any form of proxy sent by or on behalf of the Company in relation to the meeting) before the time appointed for holding the meeting or adjourned meeting (or any postponed time appointed for holding the meeting pursuant to Article 18.6) at which the person named in the appointment proposes to vote; or

35.3.2 in the case of an appointment made by electronic means, where an address has been specified by or on behalf of the Company for the purpose of receiving appointment of proxies by electronic means;

35.3.2.1 in the notice convening the meeting; or
35.3.2.2 in any form of proxy sent by or on behalf of the Company in relation to the meeting; or

35.3.2.3 in any invitation sent by electronic means to appoint a proxy issued by or on behalf of the Company in relation to the meeting,

be received at that address not less than 48 hours (or such shorter period as the Directors may determine and is specified in either or both of the notice convening the meeting and any form of proxy sent by or on behalf of the Company in relation to the meeting) before the time appointed for holding the meeting or adjourned meeting (or any postponed time appointed for holding the meeting pursuant to Article 18.6) at which the person named in the appointment proposes to vote; or

35.3.3 in the case of either an instrument or an appointment by electronic means, where a poll is taken more than 48 hours after it is demanded, be delivered or received as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

35.3.4 in the case only of an instrument, where a poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman of the meeting or to the secretary or to any Director,

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

35.4 Where the appointment of a proxy is expressed to have been or purports to have been signed by a person on behalf of the holder of a share:

35.4.1 the Company may treat the appointment as sufficient evidence of the authority of that person to sign the appointment on behalf of that holder;

35.4.2 that holder shall, if requested by or on behalf of the Company at any time, send or procure the sending of any written authority under which the appointment has been signed, or a copy of such authority certified notarially or in some other way approved by the Board, to such address and by such time as may be specified in the request and, if the request is not complied with in any respect, the appointment may be treated as invalid; and

35.4.3 whether or not a request under Article 35.4.2 has been made or complied with, the Company may determine that it has insufficient evidence of the authority of that person to sign the appointment on behalf of that holder and may treat the appointment as invalid.

35.5 A proxy appointment which is not delivered or received in accordance with Article 35.3, or in respect of which Article 35.4 has not been complied with, shall be invalid. No proxy appointment shall be valid more than twelve months after the date of its receipt save that, unless the contrary is stated in it, an appointment of a proxy shall be valid for use at an adjourned meeting or a poll after a meeting or an adjourned meeting even after twelve months, if it was valid for the original meeting. When two or more valid proxy appointments are delivered or received in respect of the same share for use at

the same meeting, the one which was received last shall be treated as replacing and revoking the others as regards that share; if the Company is unable to determine which was received last, none of them shall be treated as valid in respect of that share. Any question as to whether a proxy appointment have been validly delivered or received which is unresolved at the commencement of a general meeting shall be referred to the chairman whose decision shall be final, binding and conclusive. 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.

35.6 The proxy appointment shall be deemed to confer authority to vote on any amendment of a resolution properly put to the meeting for which it is given as the proxy thinks fits. The proxy appointment shall, unless sit provides to the contrary, be valid for any adjournment of the meeting as well as for the meeting to which it relates.

35.7 Any corporation 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 or at any separate general meeting of the holders of any class of shares in the Company. In relation to the exercise by such person or persons of his or their powers, the provisions of the Act shall apply.

35.8 A vote given or poll demanded by a proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding the poll unless notice of the determination was either delivered or received as mentioned in the following sentence not later than the last time at which an appointment of proxy should have been received in order to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll demanded. Such notice of determination shall be either by means of an instrument delivered to the office or to such other place within the United Kingdom as may be specified by or on behalf of the Company in accordance with Article 35.3.1 or delivered in electronic form to the address (if any) specified by or on behalf of the Company in accordance with Article 35.3.2, regardless of whether any relevant proxy appointment was effected by means of an instrument or by electronic means. For the purpose of this Article, such a notice of determination delivered in electronic form need not comprise writing if the Board has determined that the relevant proxy appointment in electronic form need not comprise writing.

36 DIRECTORS

36.1 Subject as hereinafter provided, the directors shall be not less than 2 in number but the Company may by ordinary resolution from time to time vary the minimum number and may also fix and from time to time vary a maximum number of directors.

36.2 A Director is not required to hold any share qualification but is nevertheless entitled to attend and speak at any general meeting or at any separate meeting of the holders of any class of shares of the Company.

37 ALTERNATE DIRECTORS

37.1 Any Director, other than an alternate Director, may at any time appoint any other Director, or any person approved by resolution of the Directors and willing to act, to be an alternate Director and may at any time remove any alternate Director so appointed by him from office and, subject to such approval by the Directors, appoint another person in his place. An alternate Director so appointed is not required to hold any share qualification.

37.2 Subject to his giving to the Company an address within the United Kingdom at which notices may be served upon him and, if applicable, an address by which notices given by electronic means may be sent to him, an alternate Director is entitled to receive notices of all meetings of the Directors and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally to perform all the functions of his appointor as a Director in the absence of such appointor.

37.3 An alternate Director will automatically cease to be an alternate Director on the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointor ceases for any reason to be a Director. If, however, any Director retires whether by rotation or otherwise but is reappointed by the meeting at which such retirement took effect, any appointment made by him pursuant to Article 37.1 which was in force immediately prior to his retirement will continue to operate after his re-appointment as if he had not so retired.

37.4 All appointments and removals of alternate Directors must be effected by notice in writing signed by the Director making or revoking such appointment given to the Company or in any other manner approved by the Board.

37.5 Except as otherwise provided in these Articles, an alternate Director is deemed for all purposes to be a Director and is alone responsible for his own acts and defaults and he is not deemed to be the agent of or for the Director appointing him. Accordingly, except where the context otherwise requires, a reference to a Director in these Articles shall be deemed to include a reference to an alternate Director. An alternate Director is not entitled to receive any remuneration from the Company for his services as such but his remuneration is payable out of the remuneration payable to the Director appointing him, and will consist of such part, if any, of the latter's remuneration as is agreed between them.

38 POWERS AND DUTIES OF DIRECTORS

38.1 Subject to these Articles and any directions by special resolution, the business of the Company shall be managed by the Directors who may exercise all such powers of the Company. No such direction and no alteration of these Articles will invalidate any prior act of the Directors which would have been valid if such direction or alteration had not been given or made. The general powers given by this Article are not limited or restricted by any special authority or power given to the Directors by any other Article.

38.2 The Directors may from time to time provide for the management and transaction of the affairs of the Company in any specified locality, whether in the United Kingdom or

elsewhere, in such manner as they think fit and the provisions contained in Articles 38.3 to 38.5 are without prejudice to the general powers conferred by this Article.

38.3 The Directors may establish any councils, committees, local boards or agencies for managing any of the affairs of the Company either in the United Kingdom or elsewhere, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration, and may delegate to any council, committee, local board, manager or agent any of the powers, authorities and discretions vested in the Directors, with power to sub-delegate, and may authorise the members of any local board, or any of them, to fill any vacancies in it and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit, and the Directors may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation will be affected by it.

38.4 The Directors may, from time to time and at any time, appoint, whether by power of attorney or otherwise, any corporation, firm or person, or any fluctuating body of persons, whether nominated directly or indirectly by the Directors to be the agent or attorney 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. Any such appointment may contain such provisions for the protection and convenience of persons dealing with any such agent or attorney as the Directors may think fit, and may also authorise any such agent or attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.

38.5 The Directors may exercise the powers conferred upon the Company by the Act with regard to the keeping of an overseas branch register and the Directors may, subject to the provisions of the Act, make and vary such regulations as they may think fit respecting the keeping of any such register.

38.6 The Directors may establish and maintain, or procure the establishment and maintenance of, any pension, annuity or superannuation funds, whether contributory or otherwise, for the benefit of, and otherwise exercise all powers of the Company to provide benefits, whether by the payment or procuring the payment of donations, gratuities, pensions, allowances and emoluments to, any persons who are or were at any time directors of or in the employment or service of the Company or of any company which is a subsidiary of the Company or is allied to or associated with the Company or any such subsidiary or of any of the predecessors in business of the Company or any such other company, or who may be or have been Directors or officers of the Company or of any such other company, and to the wives, widows, families and dependants of any such persons.

38.7 Subject to particulars with respect to the proposed payment being disclosed to the members of the Company and to the proposal being approved by the Company by ordinary resolution if the Act so require, any Director who holds or has held any executive position or agreement for services is entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emolument.

38.8 The Directors may exercise the voting power conferred by the shares in any other company held or owned by the Company or exercisable by them as Directors of such other company in such manner in all respects as they think fit, including its exercise in favour of any resolution appointing themselves or any of them Directors or other officers or employees of such company or voting or providing for the payment of remuneration to such officers or employees.

38.9 The Directors may at any time require any corporate member to furnish any information, supported, if the Directors so require, by a statutory declaration, which they may consider necessary for the purpose of determining whether or not such member is one to which Part XI of the Income and Corporation Taxes Act 1988 applies.

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

39 BORROWING POWERS

39.1 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part if it, and, subject to the provisions of the Act, to issue debentures and other securities, whether outright or as collateral security, for any debt, liability or obligation of the Company or of any third party.

39.2 Without prejudice to the generality of Article 39.1, the Directors may secure or provide for the payment of any money to be borrowed or raised by a mortgage of or charge upon all or any part of the undertaking or property of the Company, both present and future, and upon any capital remaining unpaid upon the shares of the Company, whether called up or not, or by any other security. The Directors may confer upon any mortgagees or persons in whom any debenture or security is vested such rights and powers as they think necessary or expedient. They may vest any property of the Company in trustees for the purpose of securing any money so borrowed or raised and confer upon the trustees, or any receiver to be appointed by them, or by any debenture holder, such rights and powers as the Directors may think necessary or expedient in relation to the undertaking or property of the Company or its management or realisation or the making, receiving or enforcing of calls upon the members in respect of unpaid capital, and otherwise. The Directors may make and issue debentures to trustees for the purpose of further security and the company may remunerate any such trustees.

39.3 The Directors may give security for the payment of any money payable by the Company in same manner as for the payment of money borrowed or raised.

39.4 The Directors must keep a register of charges in accordance with the Act and the fee to be paid by any person (other than a creditor or member of the Company who may inspect the register without charge) for inspection of the register of charges to be kept under the Act shall be such fee as may be prescribed by the Board in accordance with and as permitted by the Act.

DELEGATION OF DIRECTORS' POWERS

40.1 The Directors may delegate any of their powers, duties, discretion and authorities to committees consisting of such members or member of the Board as they think fit. Any committee so formed must, in the exercise of the powers, duties, discretions and authorities so delegated, conform to any regulations that may be imposed on it by the Directors. If any committee determines to co-opt persons other than Directors onto such committee, the number of such co-opted persons shall be less than one-half of the total number of members of the committee.

40.2 The meetings and proceedings of any such committee consisting of two or more members are governed by the provisions of these Articles regulating the meetings and proceedings of the Directors so far as they are applicable and are not superseded by any regulations made by the Directors under Article 40.1. No resolution of a committee is effective unless a majority of the members of the committee present at the meeting are Directors.

41 ELECTION AND RETIREMENT OF DIRECTORS

41.1 At every annual general meeting of the Company, any Director:

41.1.1 who has been appointed by the Board since the last annual general meeting; or

41.1.2 who held office at the time of the two preceding annual general meetings and who did not retire at either of them; or

41.1.3 who has held office with the Company as a non-executive Director (that is, he has not been employed by the Company or held executive office) for a continuous period of nine years or more at the date of the meeting;

shall retire from office and may offer himself for election/re-election by the members.

41.2 The Company at the meeting at which a Director retires in the manner set out in Article 41.1 may fill the vacated office and, if the Company does not do so, the retiring Director shall, if willing to act, be deemed to have been re-elected unless at such meeting it is expressly resolved not to fill the vacancy or unless a resolution for the re-election of such Director is put to the meeting and lost.

41.3 A Director who retires at an annual general meeting may, if willing to act, be re-elected. If he is not re-elected or deemed re-elected, he shall retain office until the meeting elects someone in his place, or if it does not do so, until the end of the meeting.

41.4 No person other than a Director retiring at a meeting pursuant to Article 41.1 shall be elected as a Director at any general meeting unless:

41.4.1 recommended by the Board; or

41.4.2 not fewer than seven nor more than 42 clear days before the day appointed for the meeting, there is given to the Company notice signed by a member entitled to attend and vote at the meeting of the intention to propose that person for election stating the particulars which would, if that person were to be elected, be required to be included in the Company's register of directors together with notice signed by that person of his willingness to be elected.

41.5 At a general meeting, a resolution for the election of two or more persons as Directors by a single resolution shall not be moved and will be void unless, first, a resolution that it is so moved has been first agreed to by the meeting without any vote being given against it and, for the purpose of this Article, a motion for approving a person's election or for nominating a person for election is treated as a motion for his election.

41.6 The Company may by ordinary resolution elect any person who is willing to act to be a Director, either to fill a casual vacancy or as an additional Director. The election of a person to fill a vacancy or as an additional Director shall take effect from the end of the meeting.

41.7 The Board may appoint any person who is willing to act to be a Director, either to fill a casual vacancy or as an additional Director, but so that the total number of Directors does not at any time exceed the maximum number of Directors, if any, fixed by or in accordance with these Articles. Subject to the provisions of the Act and of these Articles, any Director so appointed by the Board shall hold office only until the conclusion of the next following annual general meeting and is eligible for election at that meeting.

42 DISQUALIFICATION, RESIGNATION AND REMOVAL OF DIRECTORS

42.1 The office of a Director must be vacated and he shall automatically cease to be a member of any committee in any of the following events:

42.1.1 he resigns his office by notice in writing given to the Company;

42.1.2 if he becomes bankrupt or makes any arrangement or composition with his creditors generally or shall apply to the court for an interim order under section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act; or

42.1.3 he is admitted to hospital in pursuance of an application for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1984; or

42.1.4 an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; or

42.1.5 a registered medical practitioner who is treating him gives a written opinion to the Company stating that that person has become physically or mentally

incapable of acting as a director and may remain so for more than three months; or

42.1.6 he has been absent from meetings of the Board for more than six consecutive months without permission of the Board and his alternate Director (if any) has not during such period attended in his place, and the Board resolves that his office be vacated;

42.1.7 he ceases to be a Director by virtue of any provision of the Act or pursuant to these Articles; or

42.1.8 he becomes prohibited by law from being a Director.

42.2 Notwithstanding any provision of these Articles or in any agreement between the Company and the Director, and without prejudice to (and in accordance with) the provisions of the Act, the Company may by ordinary resolution remove any Director before the expiry of his period of office and special notice in accordance with section 312 of the Act must be given of any such resolution to remove a Director. Any such removal of a Director is without prejudice to any claim such Director may have for breach of any contract of service between him and the Company.

43 EXECUTIVE AND OTHER DIRECTORS

43.1 Subject to the provisions of the Act, the Board may from time to time and at any time appoint one or more of its body to hold any executive office (except that of auditor) in relation to the management of the business of the Company and may enter into an agreement or arrangement with any Director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a director. Any such appointment, agreement or arrangement may be made on such terms (including, without limitation, terms as to remuneration), for such period and with or without such title(s) as the Board may decide. The Board may revoke or vary any such appointment but without prejudice to any rights or claims which the person whose appointment is revoked or varied may have against the Company because of the revocation or variation.

43.2 A Director who holds any such executive office is, while he continues to hold that office, subject to the same provisions of these Articles as to resignation, retirement and removal as the other Directors. If he ceases to hold the office of Director for any cause, his appointment as the holder of an executive office will also terminate (but without prejudice to any rights or claims which he may have against the Company by reason of such cessation).

43.3 The remuneration of any Director holding executive office may consist of salary, commission, profit participation, share options, pension or insurance benefit or any combination of them or otherwise as the Board may determine and may be either in addition to or in lieu of any remuneration as a Director.

43.4 The Board may entrust to and confer upon any Director appointed to any such executive office any of the powers, authorities and discretions exercisable by it (other

than the power to make calls or forfeit shares) upon such terms and conditions and with such restrictions as they think fit and either collaterally with or to the exclusion of its 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 the revocation or variation shall be affected by it.

43.5 Subject to the provisions of the Act, the Board may, from time to time and at any time pursuant to this Article, appoint any person to any post with such descriptive title including that of "director" whether as executive, group, divisional, departmental, deputy, assistant, local, advisory director or otherwise as the Board may determine. The Board may define, limit, vary and restrict the powers, authorities and discretions of persons so appointed and may fix and determine their remuneration and duties and, subject to any contract between him and the Company, may remove from such post any person so appointed. A person so appointed is not a Director for any of the purposes of these Articles or of the Act and, accordingly, is not a member of the Board or of any committee of it, nor is he entitled to be present at any meeting of the Board or of any such committee except at the request of the Board or of such committee. If present at such request, he is not entitled to vote at such meeting.

44 REMUNERATION OF DIRECTORS

44.1 The Directors (other than alternate Directors) shall be paid such remuneration (by way of fee) for their services as may be determined by the Board save that, unless otherwise approved by ordinary resolution of the Company in general meeting, the aggregate of the remuneration (by way of fee) of all the Directors will not exceed £500,000 (five hundred thousand pounds) per annum. In the case of an executive Director, such fees (if any) are payable to him in addition to his remuneration by way of salary, commission, profit participation or otherwise as an executive Director.

44.2 The remuneration payable to the Directors by way of fee in accordance with Article 44.1 shall be divided among the Directors as they may agree or, failing agreement, equally. The Directors' fees are deemed to accrue from day to day.

44.3 Any Director who serves on any committee, or who devotes special attention to the business of the Company, or who otherwise performs services which in the opinion of the Board are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration (in addition to any fee payable in accordance with Article 44.1) by way of salary, participation in profits or otherwise as the Board may determine.

45 DIRECTORS' EXPENSES

The Directors are also entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with the business of the Company or in attending and returning from meetings of the Board or of committees of the Board or general meetings.

DIRECTORS' INTERESTS

46.1 If a Director is in any way, directly or indirectly, interested in a proposed contract with the Company or a contract that has been entered into by the Company, he must declare the nature and extent of that interest to the Directors in accordance with the Act.

46.2 Provided he has declared his interest in accordance with Article 46.1, a Director may be in any way, directly or indirectly, interested in any contract or arrangement or transaction with the Company and he may hold and be remunerated in respect of any office or place of profit (other than the office of auditor of the Company or any subsidiary thereof) under the Company or any other company 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 company and be remunerated therefor and in any such case as aforesaid (save as otherwise agreed) he may retain for his own absolute use and benefit all profits and advantages accruing to him thereunder or in consequence thereof. For the avoidance of doubt, the Company shall have no claim arising from, or in consequence of, the Director's interest in any contract or arrangement or transaction within the scope of this Article 46.2, and the Director shall not breach any of his duties to the Company as a result of having that interest.

46.3 Save as herein provided, a Director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which he has any 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 at a meeting in relation to any resolution on which he is debarred from voting.

46.4 Subject to the provisions of the Act, and subject always to the provisions of Article 46, a Director shall (in the absence of some other material interest than is indicated below) be entitled to vote (and be counted in the quorum) in respect of any resolution concerning any of the following matters, namely:

46.4.1 the giving of any security, guarantee or indemnity to him in respect of money lent or obligations incurred by him or by an other person at the request of or for the benefit of the Company or any of its subsidiaries;

46.4.2 the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

46.4.3 the giving to him of any indemnity where all other Directors are also being offered indemnities on substantially the same terms;

46.4.4 the funding by the Company of his expenditure on defending proceedings or the doing by the Company of anything to enable him to avoid incurring such expenditure where all other Directors are being offered substantially the same arrangement;

46.4.5 any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiaries for subscription or purchase in which offer he is or is to be interested as a participant as a holder of shares, debentures or securities or in the underwriting or sub-underwriting thereof;

46.4.6 any proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever, provided that he (together with persons connected with him within the meaning of Section 252 of the Act) is not the holder of or beneficially interested in one per cent. or more of the issued shares of any class of such company (or of any third company through which his interest is derived) or of the voting rights available to members of the relevant company (any such interest being deemed for the purposes of this Article 46.4 to be a material interest in all circumstances);

46.4.7 any proposal concerning the purchase and/or maintenance of any insurance policy against any liability of his or under which he may benefit; and

46.4.8 any proposal concerning the adoption, modification or operation of a pension fund, superannuation or similar scheme or retirement, death or disability benefits scheme or employees' share scheme which relates both to directors and employees of the Company or any of its subsidiary undertakings and does not provide in respect of any Director as such any privilege or advantage not accorded to the employees to which the fund or scheme relates.

46.5 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 company 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 debarred from voting under Article 47 or Article 46.3) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

46.6 If any question shall arise at any time 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 and his ruling in relation to any other Director shall be final and conclusive except in a case where the nature or extent of the interests of such Director has not been fairly disclosed. If the question concerns the chairman, it must be referred to such other Director present at the meeting, other than the chairman, as the Directors present decide.

46.7 The Company may by ordinary resolution suspend or relax the provisions of Articles 46.4 to 46.8 to any extent or ratify any transaction not duly authorised by reason of a contravention of such Articles.

46.8 For the purposes of Article 46:

46.8.1 subject to Article 46.8.3 below, an interest of a person who is connected with a Director (within the meaning of section 252 of the Act) shall be treated as an interest of that Director;

46.8.2 a general notice given to the Directors that a Director is to be regarded as having 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 or arrangement of the nature and extent so specified, but not otherwise;

46.8.3 an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his; and

46.8.4 without prejudice to the generality of Article 37.5, the provisions of Article 46 shall apply to an alternate Director as they apply to a Director.

47 DIRECTORS' POWERS TO AUTHORISE CONFLICTS OF INTEREST

47.1 The Directors may (subject to such terms and conditions, if any, as they may think fit to impose from time to time, and subject always to their right to vary or terminate such authorisation) authorise, to the fullest extent permitted by law:

47.1.1 any matter which would otherwise result in a Director infringing his duty 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 and which may reasonably be regarded as likely to give rise to a conflict of interest (including a conflict of interest and duty or conflict of duties);

47.1.2 a Director to accept or continue in any office, employment or position in addition to his office as a Director of the Company and without prejudice to the generality of Article 47.1.1 may authorise the manner in which a conflict of interest arising out of such office, employment or position may be dealt with, either before or at the time that such a conflict of interest arises,

provided that for this purpose the Director in question and any other interested Director are not counted in the quorum at any meeting of the Board at which such matter, or such office, employment or position, is approved and it is agreed to without their voting or would have been agreed to if their votes had not been counted.

47.2 If a matter, or office, employment or position, has been authorised by the Directors in accordance with Article 47.1 then:

47.2.1 the Director shall not be required to disclose any confidential information relating to such matter, or such office, employment or position, to the Company if to make such a disclosure would result in a breach of a duty or obligation of confidence owed by him in relation to or in connection with that matter, or that office, employment or position;

47.2.2 the Director may absent himself from meetings of the Directors at which anything relating to that matter, or that office, employment or position, will or may be discussed; and

47.2.3 the Director may make such arrangements as such Director thinks fit for Board and committee papers to be received and read by a professional adviser on behalf of that Director.

47.3 A Director shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any matter, or from any office, employment or position, which has been approved by the Directors pursuant to this Article 47 (subject in any such case to any limits or conditions to which such approval was subject).

47.4 This Article 46 is without prejudice to the operation of Article 46.

48 PROCEEDINGS OF DIRECTORS

48.1 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 case of an equality of votes, the chairman of the meeting shall have a second or casting vote. A Director who is also an alternate Director shall be entitled, in the absence of the Director whom he is representing, to a separate vote on behalf of such Director in addition to his own vote. A Director may, and the secretary on the requisition of a Director must, at any time call a meeting of the Directors.

48.2 Notice of meetings of the Board is 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 address or any other address given by him or on his behalf to the Company for this purpose or sent by electronic means to such address (if any) for the time being notified by him or on his behalf to the Company for this purpose. It shall not be necessary to send notice of a meeting of the Board to a Director who is for the time being absent from his last known address or such other address (if any) for the time being notified by him or on his behalf to the Company and who has provided no forwarding address or who, having provided such address, cannot be contacted after a reasonable attempt to do so. Any Director may waive notice of any meeting and any such waiver may be retrospective. Any communication by electronic means pursuant to this Article need not comprise writing if the Board so determines.

48.3 The quorum necessary for the transaction of the business of the Board may be determined by the Board and, unless so determined at any other number, shall be two. A Director or other person who is present at a meeting of the Board in more than one capacity (that is to say, as both Director and an alternate Director or as an alternate for more than one Director) shall not be counted as two or more for quorum purposes unless at least one other Director or alternate Director is also present. A meeting of the Board for the time being at which a quorum is present is competent to exercise all powers and discretions for the time being exercisable by the Board.

48.4 All or any of the Directors may validly participate in a meeting of the Board or any committee of the Board by means of a conference telephone or any other communication equipment which allows all persons participating in the meeting to hear and speak to each other. Any person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in a quorum accordingly. Subject to the Act, all business transacted in such a manner by the Board or committee of the Board shall, for the purposes of these Articles, be deemed to be validly and effectively transacted at a meeting of the Board or a committee of the Board notwithstanding that fewer than two Directors or alternate Directors are physically present at the same place. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting is then present.

48.5 The continuing Directors may act notwithstanding any vacancy in their number. If the number of the Directors is less than the minimum number fixed in accordance with these Articles, the remaining Director or Directors must immediately, and may act only to, appoint an additional Director or additional Directors to make up such minimum or to convene a general meeting of the Company for the purpose of making such appointment. If there is no Director or Directors able or willing to so act, any two members may summon a general meeting for the purpose of appointing Directors.

48.6 The Board may from time to time elect from its number, and remove, a chairman and, if it thinks fit, one or more deputy chairmen or vice-chairmen and determine the period for which they are respectively to hold office. The chairman or, in his absence, the deputy chairman or vice-chairman (to be chosen if, in each case, there are more than one by agreement amongst them or, failing agreement, by lot) shall preside at all meetings of the Directors. If no such chairman, deputy chairman or vice-chairman is elected, or if at any meeting the chairman or the deputy chairman or the vice-chairman is not present within five minutes after the time appointed for holding the meeting or if none of the chairman, deputy chairman or vice-chairman is willing to preside, the Directors present may appoint one of their number to be chairman of the meeting.

48.7 A resolution in writing signed by all of the Directors entitled to receive notice of a meeting of the Board or of a committee of the Board (not being less than the number of Directors required to form a quorum of the Board) shall be as valid and effectual as if it had been passed at a meeting of the Board or (as the case may be) a committee of the Board duly convened and held. For this purpose:

48.7.1 a resolution may be by means of an instrument or communication in electronic form sent to such address (if any) for the time being notified by the Company for that purpose;

48.7.2 a resolution may consist of several instruments or communications in electronic form each signed by one or more Directors, or a combination of both;

48.7.3 a resolution signed by an alternate Director need not also be signed by his appointor; and

48.7.4 a resolution signed by a Director who has appointed an alternate Director need not also be signed by the alternate Director in that capacity.

48.8 All acts done bona fide by any meeting of the Board or by a committee of the Board or by any person acting as Director or alternate Director, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Director or any member of the committee or alternate Director or that any of them was disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or, as the case may be, an alternate Director and had been entitled to vote.

49 SECRETARY

49.1 Subject to the Act, the secretary is appointed by the Board on such terms and for such periods as it may think fit, and the Board may so appoint one or more assistant or deputy secretaries. Any secretary or assistant or deputy secretary so appointed may at any time be removed from office by the Board, without prejudice to any claim for damages for breach of any contract of service between that person and the Company.

49.2 Anything by the Act required or authorised to be done by the secretary may, if the office is vacant or there is for any other reason no secretary capable of acting, be done by any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by any person authorised generally or specifically in that behalf by the Board. Any provision of the Act or of these Articles requiring or authorising a thing to be done by a Director and secretary is not satisfied by its being done by the same person acting both as Director and as, or in the place of, the secretary.

50 SEAL AND AUTHENTICATION OF DOCUMENTS

50.1 In addition to its powers under section 44 of the Act, the Company may have a common seal and the Board shall provide for the safe custody of such seal. Any instrument to which the seal is affixed shall be signed by a Director and shall be countersigned by the secretary, or shall be signed by a Director in the presence of a witness who attests the signature, or shall be signed by a second Director or by some other person appointed by the Board for the purpose.

50.2 All forms of certificates for shares or debentures or representing any other form of security (other than letters of allotment or scrip certificates) shall be issued executed by the Company but the Board may by resolution determine, either generally or in any particular case, that any signatures may be affixed to such certificates by some mechanical or other means or may be printed on them or that such certificates need not bear any signature.

50.3 The Company may exercise the powers conferred on the Company by the Act with regard to having an official seal solely for use for sealing securities issued by the Company or documents creating or evidencing securities of the Company. Any such documents to which such official seal is affixed need not be signed by any person.

50.4 Any Director or the secretary or any person appointed by the Board for the purpose has power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or the Board or any committee of the Board and any books, records, documents and accounts relating to the business of the Company and to certify copies of them or extracts from them as true copies or extracts. A document purporting to be a copy of a resolution, or a copy of or an extract from the minutes of a meeting of the Company or of the Board or any committee of the Board which is certified as stated, is conclusive evidence in favour of all persons dealing with the Company upon the faith of any such copy that such resolution has been duly passed or, as the case may be, that such copy or extract is a true and accurate record of proceedings at a duly constituted meeting.

51 DIVIDENDS

51.1 The profits of the Company available for distribution and resolved to be distributed are applied in the payment of dividends to the members in accordance with their respective rights and priorities. The Company in general meeting may declare dividends accordingly.

51.2 No dividend or interim dividend is payable otherwise than in accordance with the provisions of the Act and no dividend may exceed the amount recommended by the Directors.

51.3 Subject to the rights of persons, if any, entitled to shares with preferential or other special rights as to dividends all dividends, must be declared and paid according to the amounts paid up on the shares, otherwise than in advance of a call, in respect of which the dividend is paid. All dividends will be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid, except that if any share is issued on terms providing that it carries any particular rights as to dividend, such share will rank for dividend accordingly.

51.4 Subject to the provisions of the Act and of these Articles, the Directors may, if they think fit, from time to time pay to the members such interim dividends as appear to the Directors to be justified by the distributable profits of the Company. If at any time the share capital of the Company is divided into different classes, the Directors may pay such interim dividends in respect of those shares in the capital of the Company which confer on their holders deferred or non-preferred rights, as well as in respect of those shares which confer on their holders preferential rights with regard to dividend. No dividend, whether interim, final or otherwise, may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear. The Directors may also pay half-yearly, or at other suitable intervals to be settled by them, any dividend which may be payable at a fixed rate if they are of the opinion that the distributable profits justify the payment and if and to the extent that such payment is permitted by the Act. Provided the Directors act bona fide, they will not incur any responsibility to the holders of shares conferring a preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferred rights.

51.5 Subject to the provisions of the Act or as otherwise required by law, where any asset, business or property is bought by the Company as from a past date, whether such date is before or after the incorporation of the Company, the profits or losses attributable to it as from such date may, at the discretion of the Directors in whole or in part, be carried to revenue account and treated for all purposes as profits or losses of the Company. Subject as stated, if any shares or securities are purchased cum dividend or interest, such dividend or interest may at the discretion of the Directors be treated as revenue and it will not be obligatory to capitalise it or any part of it.

51.6 The Directors may deduct from any dividend or other money payable to any member on or in respect of a share all sums of money, if any, presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company. The Company may cease to send any cheque or warrant through the post for any dividend payable on any shares in the Company which is normally paid in that manner on those shares if, in respect of at least two consecutive dividends payable on those shares, the cheques or warrants have been returned undelivered or remain uncashed or, if following one such occasion, reasonable enquiries have failed to establish any new address of the registered holder. Subject to the provisions of these Articles, the Company must recommence sending cheques or warrants in respect of dividends payable on those shares if the holder or person entitled by transmission claims the arrears of dividend and does not instruct the Company to pay future dividends in some other way.

51.7 The Directors may retain the dividends payable upon shares in respect of which any person is, under the provisions as to the transmission of shares contained in these Articles, entitled to become a member, or which any person is under those provisions entitled to transfer, until such person becomes a member in respect of such shares or transfers them.

51.8 All dividends, interest or other sums payable and unclaimed for one year, after having been declared, may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed and the Company is not constituted a trustee in respect of them. No dividend will bear interest as against the Company.

51.9 Any dividend which has remained unclaimed for a period of 12 years from the date on which it becomes due for payment will, if the Directors so resolve, be forfeited and cease to remain owing by the Company and will from then on belong to the Company absolutely.

51.10 Any dividend or other money payable on or in respect of a share may be paid by cheque or warrant sent through the post to the registered address of the member or person entitled to it and, in the case of joint holders, to any one of such joint holders or to such person and such address as the holder or joint holders may in writing direct. Every such cheque or warrant will be made payable to the order of the person to whom it is sent or to such other person as the holder or joint holders may in writing direct and payment of the cheque or warrant is a good discharge to the Company. Every such cheque or warrant will be sent at the risk of the person entitled to the money.

51.11 If several persons are registered as joint holders of any share any one of them may give effectual receipts for any dividend or other money payable on or in respect of the share.

51.12 The Board may, if authorised by an ordinary resolution of the Company, offer any holders of ordinary shares, the right to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole, or some part to be determined by the Board, of any dividend specified by the ordinary resolution. The following provisions will apply:

51.12.1 an ordinary resolution may specify a particular dividend or may specify all or any dividends declared within a specified period but such period may not end later than the beginning of the annual general meeting next following the date of the meeting at which the ordinary resolution is passed;

51.12.2 the entitlement of each holder of ordinary shares to new ordinary shares is such that the relevant value of the entitlement is as nearly as possible equal to, but not greater than, the cash amount, disregarding any tax credit of the dividend that such holder elects to forego. For this purpose, "relevant value" is calculated by reference to the average of the middle market quotations for the Company's ordinary shares on the London Stock Exchange, as derived from the London Stock Exchange Daily Official List, on the day on which the ordinary shares are first quoted "ex" the relevant dividend and the four subsequent dealing days or in such other manner as may be determined by or in accordance with the ordinary resolution. A certificate or report by the auditors as to the amount of the relevant value in respect of any dividend is conclusive evidence of that amount;

51.12.3 on or as soon as practicable after announcing that it is to declare or recommend any dividend, the Board, if it intends to offer an election in respect of that dividend, must also announce that intention and, after determining the basis of allotment, if it decides to proceed with the offer, must notify the holders of ordinary shares in writing of the right of election to them and specify the procedure to be followed and the place at which, and the latest time by which elections must be lodged in order to be effective;

51.12.4 the Board may not proceed with any election unless the Company has sufficient unissued shares authorised for issue and sufficient reserves or funds that may be capitalised to give effect to it after the basis of allotment is determined;

51.12.5 the Board may exclude from any offer any holders of ordinary shares where the Board believes that the making of the offer to them would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them;

51.12.6 the dividends, or that part of the dividend in respect of which a right of election has been offered, will not be payable on ordinary shares in respect of which an election has been made (elected ordinary shares) and instead additional

ordinary shares will be allotted to the holders of the elected ordinary shares on the basis of the allotment calculated as stated. For such purpose, the Board will capitalize, out of any amount for the time being standing to the credit of any reserve or fund, including the profit and loss account, whether or not it is available for distribution as the Board may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on that basis and apply it in paying up in full the appropriate number of unissued ordinary shares for allotment and distribution to the holders of the elected ordinary shares on that basis; and

51.12.7 the additional ordinary shares when allotted will rank equally in all respects with the fully paid shares then in issue except that they will not be entitled to participate in the relevant dividend.

51.13 A general meeting declaring a dividend may, upon the recommendation of the Directors, direct payment of such dividend wholly or in part by the distribution of specific assets and, in particular, of paid-up shares or debentures of the Company or any other company, and the Directors must give effect to such resolution. Where any difficulty arises in regard to the distribution, the Directors may settle it as they think expedient and, in particular but without limitation, may issue fractional certificates and may fix the value for distribution of such specific assets or any part of them, and may determine that cash payments will be made to any members upon the basis of the value so fixed, in order to adjust the rights of members. They may vest any specific assets in trustees upon trust for the persons entitled to the dividend as may seem expedient to the Directors and, generally, may make such arrangements for the allotment, acceptance and sale of such specific assets or fractional certificates, or any part of them, and otherwise as they think fit.

52 RESERVES

52.1 Subject to the provisions of the Act, the Board may, before recommending any dividend (whether preferential or otherwise), set aside out of the profits of the Company (including any premiums received upon the issue of debentures or other securities of the Company) such sum or sums as it may think proper as a reserve or reserves.

52.2 All sums set aside as a reserve may, from time to time at the discretion of the Board, be applied for meeting depreciation or contingencies or for special dividends or bonuses or for equalising dividends or for repairing, improving or maintaining any of the property of the Company or for any other purpose to which the profits of the Company may be properly applied. Pending the application of any such sums set aside as a reserve, these sums may, also at the discretion of the Board, either be employed in the business of the Company or be invested in such investments as the Board may think fit.

52.3 The Board may divide any reserve into such special funds as it thinks fit, and may, as it thinks fit, consolidate into one fund any special funds or any parts of any special funds into which the reserve has been divided. Any sum which the Board may carry to reserve out of the unrealised profits of the Company will not be mixed with any reserve to which profits available for distribution have been carried.

52.4 The Board may also, without placing the same to reserve, carry forward any profits which it may think it prudent not to distribute.

53 CAPITALISATION OF PROFITS

53.1 Subject as set out in Articles 53.2 and 53.3, the Board may, with the authority of an ordinary resolution of the Company:

53.1.1 resolve to capitalise any undivided profits of the Company not required for paying any fixed dividends on shares issued on terms requiring payment of the same (whether or not they are available for distribution) and which profits shall be deemed to include any amounts for the time being standing to any reserve or reserves or to the Company's share premium or other special account or to the capital redemption reserve;

53.1.2 appropriate the sum resolved to be capitalised to the members or any class of members on the record date specified in the relevant resolution who would have been entitled to it if it were distributed by way of dividend and in the same proportion;

53.1.3 apply the sum resolved to be capitalised either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by such members respectively, or in paying up in full unissued shares, debentures or other obligations of the Company of a nominal amount equal to that sum;

53.1.4 allot and distribute the shares, debentures or other obligations credited as fully paid up, to and amongst such members, or as they may direct, in those proportions, or partly in one way and partly in the other;

53.1.5 resolve that any shares allotted under this Article to any member in respect of a holding by him of any partly paid ordinary shares will, so long as such ordinary shares remain partly paid, rank for dividends only to the extent that such partly paid ordinary shares rank for dividend;

53.1.6 where shares or debentures become, or would otherwise become, distributable under this Article in fractions, make such provisions as the Board thinks fit for any fractional entitlements including, without limitation, authorising their sale and transfer to any person, resolving that the distribution be made as nearly as practicable in the correct proportion but not exactly so, ignoring fractions altogether or resolving that cash payments be made to any members in order to adjust the rights of all parties;

53.1.7 authorise any person to enter into, on behalf of all the members concerned, an agreement with the Company providing for either:

53.1.7.1 the allotment to the members respectively, credited as fully paid up, of any shares, debentures or other obligations to which they are entitled upon the capitalisation; or

53.1.7.2 the payment up by the Company on behalf of the members of the amounts, or any part of the amounts, remaining unpaid on their existing shares by the application of their respective proportions of the sum resolved to be capitalised;

and any agreement made under that authority shall be binding on all such members; and

53.1.8 generally do all acts and things required to give effect to the ordinary resolution.

53.2 The share premium account, the capital redemption reserve fund and any profits which are not available for distribution may, for the purposes of Article 53.1, only be applied in paying up unissued shares to be allotted to members credited as fully paid.

53.3 In the case where any sum is applied in paying up amounts for the time being unpaid on any shares of the Company, or in paying up in full debentures of the Company, the amount of the net assets of the Company at that time must be not less than the aggregate of the called up share capital of the Company and its undistributable reserves (as shown in the last annual audited accounts of the Company or such other accounts as may be relevant) and must not be reduced below that aggregate amount by the payment of such sum.

54 ACCOUNTS

No member shall (as such) have any right to inspect any accounting records or other book or document of the Company except as conferred by the Act or authorised by the Board or by an ordinary resolution of the Company in general meeting or by the order of a court of competent jurisdiction.

55 RECORD DATES

Notwithstanding any other provision of these Articles, but without prejudice to the rights attached to any shares, the Company or the Board may fix any date as the record date for any dividend, distribution, allotment or issue and such record date may be: (i) on or at any time before any date on which such dividend, distribution, allotment or issue is paid or made; and (ii) on or at any time before or after any date on which such dividend, distribution, allotment or issue is declared.

56 NOTICES

56.1 The Company shall send any notice or other document or information pursuant to these Articles, the Act or other rules and regulations applicable to the Company to a member by whichever of the following methods it may in its absolute discretion determine:

56.1.1.1 personally; or

56.1.1.2 by posting the notice or other document in a prepaid envelope addressed, in the case of a member, to his registered address, or in any other case, to the person's usual address; or

56.1.1.3 by leaving the notice or other document at that address; or

56.1.1.4 if the member has agreed (generally or specifically) that the document or information may be sent or supplied using electronic means (and has not revoked that agreement), by sending the notice or other document using electronic means to such address (if any) for the time being notified to the Company by or on behalf of the member for that purpose (generally or specifically); or

56.1.2 in accordance with Article 56.2; or

56.1.3 by any other method approved by the Board.

56.2 The Company may also send any notice or other document or information pursuant to these Articles, the Act or other rules and regulations applicable to the Company to a member by publishing that notice or other document or information on a website where:

56.2.1 the member has agreed (or is taken to have agreed in accordance with the Act) to him having access to the notice or document or information on a website (instead of it being sent to him);

56.2.2 the notice or document is one to which that agreement applies;

56.2.3 the member is notified, in writing, of:

56.2.3.1 the publication of the notice or document on a website;

56.2.3.2 the address of that website;

56.2.3.3 the place on that website where the notice or document may be accessed, and how it may be accessed; and

56.2.4 the notice or document is published on that website throughout the publication period, provided that, if the notice or document is published on that website for a part, but not all of, the publication period, the notice or document shall be treated as being published throughout that period if the failure to publish that notice or document throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid.

56.3 In Article 56.2, "publication period" means:

56.3.1 in the case of a notice of an adjourned meeting pursuant to Article 33.3 or 33.5a period of not less than seven clear days before the date of the adjourned

meeting, beginning on the day following that on which the notification referred to in Article 56.2.3 is sent or (if later) is deemed sent;

56.3.2 in the case of a notice of a poll pursuant to Article 33.12, a period of not less than seven clear days before the taking of the poll, beginning on the day following that on which the notification referred to in Article 56.2.3 is sent or (if later) is deemed sent;

56.3.3 otherwise, for the applicable notice period specified in these Articles or any applicable provision of the Act; and

56.3.4 in any other case, a period of not less than 28 days, beginning on the day following that on which the notification referred to in Article 56.2.3 above is sent or (if later) is deemed sent.

56.4 Unless otherwise provided by these Articles, a member or a person entitled by transmission to a share shall send any notice or other document pursuant to these Articles to the Company by whichever of the following methods he may in his absolute discretion determine:

56.4.1 by posting the notice or other document in a prepaid envelope addressed to the office; or

56.4.2 by leaving the notice or other document at the office; or

56.4.3 by sending the notice or other document by electronic means to such address (if any) for the time being specifically notified by or on behalf of the Company for that particular purpose.

56.5 In the case of joint holders of a share, all notices or other documents shall be sent to the joint holder whose name stands first in the register in respect of the joint holding. Any notice or other document so sent shall be deemed for all purposes sent to all the joint holders. Anything to be agreed or specified in relation to any notice, document or other information to be served on or sent or supplied to joint holders may be agreed or specified by any one of the joint holders and the agreement or specification of the senior shall be accepted to the exclusion of that of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

56.6 A member whose registered address is not within the United Kingdom, Channel Islands or the Isle of Man and who sends to the Company an address within the United Kingdom, Channel Islands or the Isle of Man at which a notice or other document may be sent to him by instrument, or an address to which a notice or other document may be sent to him by electronic means, shall be entitled to have notices or other documents sent to him at that address or, where applicable, by making them available on a website and notifying the holder at that address, but otherwise:

56.6.1 no such member shall be entitled to receive any notice or other document from the Company; and

56.6.2 without prejudice to the generality of the foregoing, any notice of a general meeting of the Company which is in fact sent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the proceedings at such general meeting.

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

56.8 The Board may from time to time issue, endorse or adopt terms and conditions relating to the sending of notices, other documents and proxy appointments by the Company in electronic form to members or persons entitled by transmission and by members or persons entitled by transmission to the Company.

56.9 A notice or other document may be sent by the Company to the person or persons entitled by transmission to a share by sending it in any manner the Company may choose, as authorised by these Articles, for the sending of a notice or other document to a member, addressed to them by name, or by the title of a representative of the deceased, or trustee of the bankrupt or by any similar description at the address (if any) in the United Kingdom as may be supplied for that purpose by or on behalf of the person or persons claiming to be so entitled. Until such an address has been supplied, a notice or other document may be sent in any manner in which it might have been sent if the death or bankruptcy or other event giving rise to the transmission had not occurred.

56.10 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, has been sent to a person from whom he derives his title, provided that no person who becomes entitled by transmission to a share shall be bound by any disenfranchisement notice sent under Article 13 to a person from whom he derives his title.

56.11 Proof that an envelope containing a notice or other document was properly addressed, prepaid and posted shall be conclusive evidence that the notice or document was sent. Proof that a notice or other document contained in electronic form was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators current at the date of adoption of these Articles, or, if the Board so resolves, any subsequent guidance so issued, shall be conclusive evidence that the notice or document was sent. A notice or other document sent by the Company to a member by post shall be deemed to be sent:

56.11.1 if sent by first class post or special delivery post from an address in the United Kingdom to another address in the United Kingdom, the Channel Islands or the Isle of Man, or by a postal service similar to first class post or special delivery post from an address in another country to another address in that other country, on the day following that on which the envelope containing it was posted;

56.11.2 if sent by airmail from an address in the United Kingdom to an address outside the United Kingdom, or from an address in another country to an address

outside that country (including without limitation an address in the United Kingdom), on the third day following that on which the envelope containing it was posted;

56.11.3 in any other case, on the second day following that on which the envelope containing it was posted.

56.12 A notice or other document sent by the Company to a member by electronic means shall be deemed sent to the member on the same day on which it was sent to the member. Such a notice or other document shall be deemed sent by the Company to the member on that day notwithstanding that the Company becomes aware that the member has failed to receive the relevant notice or other document for any reason and notwithstanding that the Company subsequently sends a hard copy of such notice or other document by post to the member. Any notice, document or other information made available on a website shall be deemed to have been received on the first day of the publication period (as defined in Article 56.3) or, if later, when a notice of availability is received or deemed to have been received pursuant to this Article.

56.13 Except when the subject or context otherwise requires, in Articles 1 and Articles 56.4 to 56.12 (inclusive), references to a notice include without limitation references to any notification required by the Act or these Articles in relation to the publication of any notices or other documents on a website.

56.14 If at any time the Company is unable effectively to convene a general meeting by notices sent through the post in the United Kingdom, by electronic means or by making it available on the website, as a result of the suspension or curtailment of postal services in the United Kingdom or of the relevant communication system in the United Kingdom, notice of general meeting may be sufficiently given to the members affected by advertisement in the United Kingdom. Any notice given by advertisement for the purpose of this Article shall be advertised in at least one newspaper having a national circulation. If advertised in more than one newspaper, the advertisements shall appear on the same date. Such notice shall be deemed to have been sent to all persons who are entitled to have notice of meetings sent to them 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 to the persons entitled to receive them or, where applicable, notify the affected members of availability on the website, if at least seven days before the meeting the sending or supply of notices by post, by electronic means or by making it available on a website has again become generally possible.

56.15 If on three consecutive occasions notices sent through the post to any member at his registered address or his address for the service of notices have been returned undelivered, or if, after any one such occasion, the Board or any committee authorised by the Board on its behalf are of the opinion, after making 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 or address within the United Kingdom, Channel Islands or the Isle of Man for the service of notices.

56.16 Where a member has been sent a notice, document or other information by the Company otherwise than in hard copy form, the Company will, without charge, send a copy of such notice, document or other information in hard copy form to the member concerned within 21 days after receipt by the Company of a request in writing therefor from such member.

57 UNTRACED SHAREHOLDERS

57.1 The Company shall be entitled to sell, at the best price reasonably obtainable, any share or stock of a member or any share or stock to which a person is entitled by transmission if, and provided that:

57.1.1 during a period of 12 years before the date of publication of the advertisements referred to in Article 57.1.2 (or, if published on different dates, the first date) (the "relevant period"):

57.1.1.1 the Company has paid at least three dividends, whether interim or final, in respect of the shares in question;

57.1.1.2 no cheque or warrant in respect of any such dividend sent by the Company through the post in a pre-paid letter addressed to the member (or to the person entitled by transmission to the share or stock) at his address on the register or the last known address given by the member (or the person entitled by transmission) has been cashed; and

57.1.1.3 no communication has been received by the Company from the member or the person entitled by transmission;

57.1.2 the Company has, at the expiry of the relevant period, by advertisement in both a national daily newspaper and in a newspaper circulating in the area in which the address referred to in Article 57.1.2 is located, given notice of its intention to sell such share or stock;

57.1.3 the Company has not, during the further period of three months following the publication of the advertisements and prior to the exercise of the power of sale received any communication from the member or person entitled by transmission; and

57.1.4 the Company has first given notice in writing to the London Stock Exchange of its intention to sell such shares or stock.

57.2 To give effect to any such sale the Company may appoint any person to execute as transferor an instrument of transfer of such share or stock and such instrument of transfer is as effective as if it had been executed by the registered holder of or person entitled by the transmission to such share or stock. The Company must account to the member or other person entitled to such share or stock for the net proceeds of such sale by crediting all money in respect of those proceeds to a separate account which are a permanent debt of the Company and the Company is deemed to be a debtor and

not a trustee in respect of it for such member or other person. Money carried to such separate account may either be employed in the business of the Company or invested in such investments other than shares of the Company or its holding company if any as the Directors may from time to time think fit.

58 DESTRUCTION OF DOCUMENTS

58.1 The Company may destroy:

58.1.1 any share certificate which has been cancelled at any time after the expiry of one year from the date of such cancellation;

58.1.2 any dividend mandate or any variation or cancellation of it or any notification of change of name or address at any time after the expiry of two years from the date such mandate, variation, cancellation or notification was recorded by the Company;

58.1.3 any instrument of transfer of shares which has been registered at any time after the expiry of six years from the date of registration;

58.1.4 any other document on the basis of which any entry in the register is made at any time after the expiry of six years from the date an entry in the register was first made in respect of it;

58.1.5 all paid dividend warrants and cheques at any time after the expiration of one year from the date of actual payment;

58.1.6 all proxy appointments which have been used for the purpose of a poll at any time after the expiration of one year from the date of use; or

58.1.7 all proxy appointments which have not been used for the purpose of a poll at any time after one month from the end of the meeting to which the proxy appointment relates and at which no poll was demanded.

58.2 It will conclusively be presumed in favour of the Company that every entry in the register purporting to have been made on the basis of an instrument of transfer or other document destroyed in accordance with Article 58.1 was duly and properly made, that every share certificate so destroyed was a valid certificate duly and properly cancelled that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed under Article 58.1 was a valid and effective document in accordance with its recorded particulars in the books or records of the Company provided that:

58.2.1 the provisions of Article 58.1 apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim;

58.2.2 nothing contained in Article 58.1 is construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as

set out in Article 58.1 or in any case where the conditions of Article 58.2.1 are not fulfilled; and

58.2.3 references in this Article 58 to the destruction of any document include references to its disposal in any manner.

59 PROVISION FOR EMPLOYEES

The Board is hereby authorised to make such provision as may seem appropriate for the benefit of any persons employed or formerly employed by the Company or any of its subsidiary undertakings in connection with the cessation of the transfer of the whole or part of the undertaking of the Company or any subsidiary undertaking. Any such provision shall be made by a resolution of the Board in accordance with the Act.

60 INDEMNITY, INSURANCE AND FUNDING EXPENDITURE

60.1 Subject to the provisions of, and so far as may be consistent with (and not void under), the Act, every director, secretary or other officer of the Company or any associated company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and/or discharge of his duties and/or the exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office. Subject to the provisions of the Act, the Company shall have the power to purchase and maintain for any director, officer or employee of the Company or any associated company insurance against any liability.

60.2 The Company may fund a Director's expenditure and that of a director of any subsidiary of the Company for any purposes permitted under the Act (including, without limitation, for the purposes permitted under sections 205 and 206 of the Act) and may do anything to enable a Director or a director of any subsidiary of the Company to avoid incurring such expenditure as provided in the Act (including, without limitation, for the purposes permitted under sections 205 and 206 of the Act).

61 INDEMNITY AGAINST CLAIMS IN RESPECT OF SHARES

61.1 The provisions of Article 61.1 will apply 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 on 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 held, either jointly or solely, by a member or in respect of any dividends or other money due or payable or accruing due or which may become due or payable to such members by the Company or in respect of any such shares or for or on account or in respect of any member in consequence of:

61.1.1 the death of such member; or

61.1.2 the non-payment of any income tax or other tax by such member in respect of any shares in the company or dividend or other payment in respect of such shares; or

61.1.3 the non-payment of any estate, probate, succession, death, stamp or other duty by the executor or administrator of such member or by or out of his estate.

61.2 In the circumstances described in Article 61.1, the Company:

61.2.1 will be fully indemnified by such member or his executor or administrator from all liability arising by virtue of such law; and

61.2.2 may recover as a debt due from such member or his executor or administrator, wherever constituted or residing, any money paid by the Company under or in consequence of any such law, together with interest on it at the rate of 15 per cent. per annum from the date of payment to the date of repayment.

61.3 Nothing contained in Articles 61.1 and 61.2 prejudices or affects 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 is referred to in Article 60.1, his executor, administrator and estate, wherever constituted or situated, any right or remedy which such law confers or purports to confer on the Company will be enforceable by the Company.

62 ASX LISTING RULES

If the Company is admitted to the Official List of the ASX, the following provisions apply:

62.1 Notwithstanding anything contained in these Articles if the ASX Listing Rules prohibit an act being done, the act shall not be done.

62.2 Nothing contained in these Articles prevents an act being done that the ASX Listing Rules require to be done.

62.3 If the ASX Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be).

62.4 If the ASX Listing, Rules require these Articles to contain a provision and it does not contain such a provision, these Articles are deemed to contain that provision.

62.5 If the ASX Listing Rules require these Articles not to contain a provision and it contains such a provision, these Articles are deemed not to contain that provision.

62.6 If any provision of these Articles is or becomes inconsistent with the ASX Listing Rules, these Articles are deemed not to contain that provision to the extent of the inconsistency.

63 RESTRICTED SECURITIES

If the Company is admitted to the Official List of ASX, the Company shall comply in all respects with the ASX Listing Rules with respect to Restricted Securities. Without limiting the generality of the above:

63.1 a holder of Restricted Securities must not Dispose of, or agree or offer to Dispose of, the securities during the escrow period applicable to those securities except as permitted by the ASX Listing Rules or ASX;

63.2 if the Restricted Securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the Restricted Securities are to be kept on the Company's issuer sponsored subregister and are to have a Holding Lock applied for the duration of the escrow period applicable to those securities;

63.3 the Company will refuse to acknowledge any Disposal (including, without limitation, to register any transfer) of Restricted Securities during the escrow period applicable to those securities except as permitted by the ASX Listing Rules or the ASX;

63.4 a holder of Restricted Securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the ASX Listing Rules or ASX; and

63.5 if a holder of Restricted Securities breaches a Restriction Deed or a provision of these Articles restricting a Disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.

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ARIANA RESOURCES PLC — Governance Information 2025

7497_rns_2025-09-07_2cc53080-c929-4299-8660-c1c5a2f4ef73.pdf

COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES ARTICLES

OF ASSOCIATION OF

ARIANA RESOURCES PLC

1 PRELIMINARY

2 EXCLUSION OF OTHER REGULATIONS

3 SHARE CAPITAL

7 SHARE CERTIFICATES AND SHARES IN UNCERTIFICATED FORM

11 TRANSFER OF SHARES

12 TRANSMISSION OF SHARES

16 ANNUAL GENERAL MEETINGS

17 GENERAL MEETINGS

18 NOTICE OF GENERAL MEETINGS

19 GENERAL MEETINGS AT MORE THAN ONE PLACE

20 ELECTRONIC GENERAL MEETINGS

21 HYBRID MEETINGS

22 INTERRUPTION OR ADJOURNMENT WHERE FACILITIES ARE INADEQUATE

23 OTHER ARRANGEMENTS FOR VIEWING AND HEARING PROCEEDINGS AT PHYSICAL GENERAL MEETINGS

24 CONTROLLING LEVEL OF ATTENDANCE AT PHYSICAL GENERAL MEETINGS

25 CHANGE IN PLACE/ELECTRONIC PLATFORM AND/OR TIME OF MEETING

26 MEANING OF PARTICIPATE IN RELATION TO PHYSICAL MEETINGS

27 MEANING IF PARTICIPATE IN RELATION TO ELECTRONIC MEETINGS

31 NOTICE OF ADJOURNED MEETING

32 BUSINESS OF ADJOURNED MEETING

33 PROCEEDINGS AT GENERAL MEETINGS

34 VOTES OF MEMBERS

41 ELECTION AND RETIREMENT OF DIRECTORS

42 DISQUALIFICATION, RESIGNATION AND REMOVAL OF DIRECTORS

43 EXECUTIVE AND OTHER DIRECTORS

44 REMUNERATION OF DIRECTORS

45 DIRECTORS' EXPENSES

48 PROCEEDINGS OF DIRECTORS

49 SECRETARY

50 SEAL AND AUTHENTICATION OF DOCUMENTS

52 RESERVES

53 CAPITALISATION OF PROFITS

57 UNTRACED SHAREHOLDERS

58 DESTRUCTION OF DOCUMENTS

59 PROVISION FOR EMPLOYEES

60 INDEMNITY, INSURANCE AND FUNDING EXPENDITURE

61 INDEMNITY AGAINST CLAIMS IN RESPECT OF SHARES

63 RESTRICTED SECURITIES

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ARIANA RESOURCES PLC Governance Information 2025