Vodafone Group Public Ltd Co · F-3 · On 12/5/03 · EX-4.5

Filed On 12/5/03, 12:05pm ET   ·   Accession Number 1156973-3-1827   ·   SEC File 333-110941

Registration Statement of a Foreign Private Issuer for Securities Offered Pursuant to a Transaction   —   Form F-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-3         Voadafone Group Plc F-3                             HTML    427K 
 2: EX-1.1      Underwriting Agreement                                45    158K 
 3: EX-1.4      Underwriting Agreement                                41    156K 
 4: EX-4.5      Instrument Defining the Rights of Security Holders    83    324K 
 5: EX-5.1      Opinion re: Legality                                   4     16K 
 6: EX-5.2      Opinion re: Legality                                   5     13K 
 7: EX-8.2      Opinion re: Tax Matters                                2      8K 
 8: EX-12       Statement re: Computation of Ratios                    2±    16K 
 9: EX-15       Letter re: Unaudited Interim Financial Information     1      7K 
10: EX-23.1     Consent of Experts or Counsel                          1      6K 
11: EX-25       Statement re: Eligibility of Trustee                   5     21K 

EX-4.5   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

EX-4.5
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                                                                     EXHIBIT 4.5
Company Number: 1833679                                                         

 THE COMPANIES ACTS 1948 TO 1985

PUBLIC COMPANY LIMITED BY SHARES

 MEMORANDUM OF ASSOCIATION

OF

 VODAFONE GROUP PUBLIC LIMITED COMPANY

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THE COMPANIES ACTS 1948 TO 1985                                                 

PUBLIC COMPANY LIMITED BY SHARES                                                

MEMORANDUM OF ASSOCIATION OF                                                    

VODAFONE GROUP PUBLIC LIMITED COMPANY                                           

(INCLUDING ALL AMENDMENTS AS AT 28 JULY 2000)                                   

1        (1) THE NAME OF THE COMPANY IS "VODAFONE GROUP PUBLIC LIMITED COMPANY".

2        THE COMPANY IS A PUBLIC COMPANY.                                       

3        THE REGISTERED OFFICE OF THE COMPANY WILL BE SITUATE IN ENGLAND.       

4        THE OBJECTS FOR WHICH THE COMPANY IS ESTABLISHED ARE:                  

   (1)      To carry on the business of a holding company in all its
          branches, and for that purpose to acquire and hold for
             investment shares, stock, debentures and debenture stock,
                 bonds, notes, obligations and securities issued or guaranteed
                  by any company, and debentures, debenture stock, bonds, notes,
        obligations and securities issued or guaranteed by a
             government, sovereign ruler, commissioner, public body or
                 authority, supreme, municipal, local or otherwise, whether at
              home or abroad, and to leave money on deposit or otherwise
             with any bank or building society, local authority or any
                 other party and to act as and to perform all the functions of
a holding company.                          

        (2)      To carry on business as dealers in, operators, manufacturers,
                repairers, designers, developers, importers and exporters of
                 electronic, electrical, mechanical and aeronautical equipment
                  of all types and of parts and accessories thereof and of plant
               and machinery of all descriptions, and to act as engineers'
                agents and merchants, and generally to undertake and execute
agencies and commissions of any kind.       

     (3)      To purchase, subscribe for, underwrite, take, or otherwise
       acquire and hold any shares, stock, bonds, options,
                  debentures, debenture stock obligations or securities in or of
              any company, corporation, public body, supreme, municipal,
                  local or otherwise or of any Government or State and to act as
             and perform all the functions of a holding company and to
          carry on, acquire, undertake and execute any business,
undertaking, transaction                    

------------------                                                              
(1)   17 July 1984 - Incorporated as a private company with name "RACAL         
STRATEGIC RADIO LIMITED"                                      

17 September 1985 - name changed to "RACAL TELECOMMUNICATIONS GROUP 
LIMITED"                                                      

5  September 1988 - name changed to "RACAL TELECOM LIMITED"         

14 September 1988 - Re-registered as a public company               

16 September 1991 - name changed to "VODAFONE GROUP PUBLIC LIMITED  
COMPANY"                                                      

     29 June 1999 - name changed to "VODAFONE AIRTOUCH PUBLIC COMPANY LIMITED"

  28 July 2000 - name changed to "VODAFONE GROUP PUBLIC LIMITED COMPANY"

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              or operation whether manufacturing, financial, mercantile,
agricultural, extractive or otherwise.      

       (4)      To purchase, take on lease or in exchange, hire or otherwise
          acquire, and obtain options over, lands, buildings and
                 generally any real or personal property, rights or privileges
                  of any kind which the Company may deem necessary or convenient
              for or with reference to any of its objects, or capable of
              being profitably dealt with in connections with any of its
property rights for the time being.         

       (5)      To apply for or acquire by purchase or otherwise, whether in
                the United Kingdom or elsewhere, any patents, patent rights,
                secret processes, trade marks, copyrights or other rights of
               monopolies, licences, concessions and the like, and to use,
         exercise, develop or grant licences in respect of, or
              otherwise turn the same to account and to make, assist, or
            subsidise any experiments, researches or investigations.

      (6)      To purchase or otherwise acquire, obtain options over, take
                  over, manage, supervise, control and undertake all or any part
             of the business, undertaking, goodwill, property, assets,
                  rights and liabilities of any person or company, or to acquire
                the control of shares of any company or any interest therein
       and to act as a director or manager of any company.

     (7)      To improve, manage, develop, grant licences, easements and
                 other rights over, exchange and in any other manner deal with
               or dispose of the undertaking, property, assets, rights and
         effects of the Company, or any part thereof, for such
              consideration as may be thought fit, and in particular for
               stock, shares, debentures, debenture stock or securities of
       any other company, whether fully or partly paid up.

        (8)      To pay for any property or rights acquired by the Company and
              for any services rendered or to be rendered to the Company
             either in cash or in fully or partly paid shares, with or
                 without preferred or deferred or guaranteed rights in respect
               of dividend or repayment of capital or otherwise, or in any
                 securities which the Company has power to issue, or partly in
                 one mode and partly in another and generally on such terms as
may seem expedient.                         

       (9)      To lend any moneys or assets of the Company to such persons,
             firms or companies and on such terms as may be considered
                 expedient, and either with or without security, and to invest
                  and deal with moneys and assets of the company not immediately
                 required in any manner and to receive money and securities or
deposit, at interest or otherwise.          

       (10)     To borrow or raise money and to secure or discharge any debt
                or obligation of or binding on the Company in such manner as
             may be thought fit, and in particular mortgages, or other
               charges upon the undertaking and all or any of the property
             and assets (present or future) and the uncalled or unpaid
                capital of the Company, or by the creation and issue on such
                  terms and conditions as may be thought expedient of debentures
        or debenture stock, perpetual or otherwise, or other
securities of any description.              

(11)     To enter into any guarantee, contract of indemnity or
             suretyship whether by personal covenant or by mortgage or
             charge on all or any part of the undertaking, property or
                 assets of the Company (including its uncalled capital) and in
          particular (without prejudice to the generality of the
                 foregoing) with or without consideration to guarantee or give
                  security as aforesaid for the payment of any principal moneys,
premiums,                                   

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             interest and other moneys secured by or payable under any
        obligations or securities including particularly the
                 obligations or securities of any company which is (within the
                 meaning of Section 154 of the Companies Act 1948) in relation
            to the Company a holding company or a subsidiary of such
           holding company or of the Company or which is otherwise
associated with the Company in business.    

      (12)     To issue securities which the Company has power to issue by
                way of security and indemnity to any person whom the Company
          has agreed, or is bound or willing to indemnify, or in
            satisfaction of any liability undertaken or agreed to be
                  undertaken by the Company, and generally in every respect upon
                 such terms and conditions and for such consideration (if any)
as the Company may think fit.               

         (13)     To establish or promote or concur in establishing or promoting
                  any other company or companies for the purpose of acquiring or
                undertaking all or any of the assets and liabilities of this
                Company, or for any other purpose which may seem directly or
               indirectly calculated to benefit this Company or to advance
             the objects or interest thereof, or to take and otherwise
             acquire and hold or dispose of shares, stock, debentures,
              debenture stock or other securities of any such company or
companies.                                  

(14)     To amalgamate or enter into partnership with, and to 
                 co-operate in any way with or assist or subsidise any person,
                  firm or company carrying on any business which this Company is
                authorised to carry on or possessed of property suitable for
the purposes of the Company.                

        (15)     To pay all expenses incident to the formation or promotion of
              this or any other company, and to remunerate any person or
                 company for services rendered or to be rendered in placing or
                assisting to place or guaranteeing the placing of any of the
                  shares in or debentures or debenture stock or other securities
              of the Company, or in or about the promotion, formation or
             business of the Company, or of any other company promoted
wholly or in part by this Company.          

       (16)     To draw, make, accept, endorse, discount, negotiate, execute
                and issue, and to buy, sell and deal with bills of exchange,
         promissory notes and other negotiable or transferable
instruments or securities.                  

       (17)     To grant pensions or gratuities to any employees or officers
        (including Directors) or ex-employees or ex-officers
             (including ex-Directors) of the Company or the relations,
                connections or dependants of any such persons, and to pay or
               contribute to insurance schemes having such objects, and to
                 establish or support associations, institutions, clubs, funds
                 and trusts which may be considered likely to benefit any such
                persons or otherwise advance the interests of the Company or
                of its members, and to establish or contribute to any scheme
            for the purchase by trustees of fully paid shares in the
           Company, to be held for the benefit of employees of the
                 Company, including any Director holding a salaried employment
                or office in the Company, and to lend money to the Company's
                 employees to enable them to purchase fully paid shares in the
                  Company, and to formulate and carry into effect any scheme for
                sharing the profits of the Company with its employees or any
of them.                                    

        (18)     To subscribe or guarantee money for any national, charitable,
            benevolent, public, general or useful object, or for any
                 exhibition, or for any purpose which may seem likely directly
          or indirectly to further objects of the Company or the
interests of its members.                   

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      (19)     To distribute among the members of the Company in specie by
            way of dividend or bonus or upon a return of capital any
                 property or assets of the Company, or any proceeds of sale or
                 disposal of any property or assets of the Company but so that
               no distribution amounting to a reduction of capital be made
                 except with the sanction (if any) for the time being required
by law.                                     

       (20)     To hold in the name of others any property which the Company
               is authorised to acquire and to do all or any of the things
                and matters aforesaid in any part of the world and either as
                 principal, agent, contractor, trustee or otherwise, and by or
               through trustees, agents, sub-contractors or otherwise, and
             either alone or in conjunction with others; and to accept
      property on trust and to act as trustee, executor,
               administrator or attorney either gratuitously or otherwise.

         (21)     To procure the Company to be registered or incorporated in any
part of the world.                          

 (22)     To do all such other things and to carry on such other
                business or businesses whatsoever and wheresoever as may, in
         the opinion of the Company, be necessary, incidental,
                  conducive or convenient to the attainment of the above objects
           or any of them, or calculated directly or indirectly to
                  enhance the value of or render profitable any of the Company's
                  property, assets or rights, or otherwise likely in any respect
to be advantageous to the Company.          

       (23)     To purchase and maintain insurance for or for the benefit of
                  any persons who are or were at any time directors, officers or
                 employees or auditors of the Company, or of any other company
                which is its holding company or in which the Company or such
                holding company or any of the predecessors of the Company or
              of such holding company has any interest whether direct or
                indirect or which is in any way allied to or associated with
                the Company, or of any subsidiary undertaking of the Company
                or of any such other company, or who are or were at any time
              trustees of any pension fund in which any employees of the
                  Company or of any such other company or subsidiary undertaking
                  are interested, including (without prejudice to the generality
                 of the foregoing) insurance against any liability incurred by
                such persons in respect of any act or omission in the actual
                  or purported execution and or discharge of their duties and or
                in the exercise or purported exercise of their powers and or
          otherwise in relation to the Company or any such other
               company, subsidiary undertaking or pension fund and to such
                  extent as may be permitted by law otherwise to indemnify or to
                  exempt any such person against or from any such liability; for
                the purpose of this clause "holding company" and "subsidiary
                 undertaking" shall have the same meanings as in the Companies
  Act 1985 as amended by the Companies Act 1989.

And it is hereby declared that the word "company" in this Clause, except where  
used in reference to this Company, shall be deemed to include any partnership or
other body of persons, whether incorporated or not incorporated, and whether    
domiciled in the United Kingdom or elsewhere and further the intention is that  
the objects specified in each paragraph of this Clause, shall except where      
otherwise expressed in such paragraph, be independent main objects and be in no 
way limited or restricted by reference to or inference from the terms of any    
other paragraph or the name of the Company.                                     

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--------------------------------------------------------------------------------
NAMES AND ADDRESSES AND                               NUMBER OF SHARES TAKEN BY 
DESCRIPTIONS OF SUBSCRIBERS                           EACH SUBSCRIBER (IN WORDS)
--------------------------------------------------------------------------------

Brian Auld                                            One                       
Easthampstead Road                                                              
Bracknell                                                                       
Berks                                                                           
RG12 1NS                                                                        

Solicitor                                                                       
--------------------------------------------------------------------------------
Brian Gilbert Guest Cowper                            One                       
Easthampstead Road                                                              
Bracknell                                                                       
Berks                                                                           
RG12 1NS                                                                        

Solicitor                                                                       
--------------------------------------------------------------------------------

Dated this 13th day of June, 1984.                                              

Witness to the above Signatures:        Paul Lush                               
                  Easthampstead Road
         Bracknell
     Berks
        RG12 1NS

         Solicitor

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Company Number: 1833679                                                         

 THE COMPANIES ACTS 1948 TO 1985

PUBLIC COMPANY LIMITED BY SHARES

 ARTICLES OF ASSOCIATION

OF

 VODAFONE GROUP PUBLIC LIMITED COMPANY

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 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]

                                                                     ARTICLE NO. PAGE NO.
                                                                                         
PRELIMINARY ARTICLES                                                                     
Table A and other standard regulations do not apply                        1         1   

THE MEANING OF WORDS AND PHRASES USED IN THE ARTICLES                      2         1   

SHARE CAPITAL                                                                            
Form of the Company's share capital                                        3         6   

FIXED RATE SHARES                                                                        
Right of Fixed Rate Shares to profits                                      4         6   
Right of Fixed Rate Shares to capital                                      5         7   
Voting rights of Fixed Rate Shares                                         6         7   
Varying the rights of Fixed Rate Shares                                    7         8   

CHANGING CAPITAL                                                                         
The power to increase capital                                              8         8   
Application of the Articles to new shares                                  9         8   
The power to change capital                                               10         8   
Fractions of shares                                                       11         9   
The power to reduce capital                                               12         9   
Buying back shares                                                        13         9   

SHARES                                                                                   
The special rights of new shares                                          14        10   
The directors' power to deal with shares                                  15        10   
The directors' authority to allot "relevant securities" and "equity       16        10   
securities"                                                                              
Power to pay commission and brokerage                                     17        12   
Renunciations of allotted but unissued shares                             18        12   
No trusts or similar interests recognised                                 19        12   

SHARES IN UNCERTIFICATED FORM                                                            
Holding shares in uncertificated form and effect of the CREST             20        13   
Regulations                                                                              

SHARE CERTIFICATES                                                                       
Certificates                                                              21        13   
Replacement share certificates                                            22        14   

CALLS ON SHARES                                                                          
The directors can make calls on shares                                    23        15   
The liability for calls                                                   24        15   
Interest and expenses on unpaid calls                                     25        15   

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                                                                  ARTICLE NO. PAGE NO.
                                                                                      
Sums which are payable when a share is allotted are treated as a                      
call                                                                   26        15   
Calls can be for different amounts                                     27        15   
Paying calls early                                                     28        16   

FORFEITING SHARES                                                                     
Notice following non-payment of a call                                 29        16   
Contents of the notice                                                 30        16   
Forfeiture if the notice is not complied with                          31        16   
Forfeiture will include unpaid dividends                               32        16   
Dealing with forfeited shares                                          33        16   
Cancelling forfeiture                                                  34        17   
The position of shareholders after forfeiture                          35        17   

LIENS ON PARTLY PAID SHARES                                                           
The Company's lien on shares                                           36        17   
Enforcing the lien by selling the shares                               37        17   
Using the proceeds of the sale                                         38        18   
Evidence of forfeiture or enforcement of lien                          39        18   

CHANGING SHARES RIGHTS                                                                
Changing the special rights of shares                                  40        18   
More about the special rights of shares                                41        19   

TRANSFERRING SHARES                                                                   
Share transfers                                                        42        19   
More about transfers of shares in certificated form                    43        19   
The Company can refuse to register certain transfers                   44        20   
Closing the Register                                                   45        20   
Overseas branch registers                                              46        20   

PERSONS AUTOMATICALLY ENTITLED TO SHARES BY LAW                                       
When a shareholder dies                                                47        20   
Registering personal representatives                                   48        20   
A person who wants to be registered must give notice                   49        21   
Having another person registered                                       50        21   
The rights of people automatically entitled to shares by law           51        21   

SHAREHOLDERS WHO CANNOT BE TRACED                                                     
Shareholder who cannot be traced                                       52        21   

GENERAL MEETINGS                                                                      
The Annual General Meeting                                             53        22   
Extraordinary General Meetings                                         54        22   
Calling an Extraordinary General Meeting                               55        22   
Notice of General Meetings                                             56        23   

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                                                      ARTICLE NO. PAGE NO.
                                                                          
PROCEEDINGS AT GENERAL MEETINGS                                           
The chairman of a General Meeting                          57        24   
Security, and other arrangements at General Meetings       58        24   
Overflow meeting rooms                                     59        25   
The quorum needed for General Meetings                     60        25   
The procedure if there is no quorum                        61        25   
Adjourning meetings                                        62        25   
Amending Resolutions                                       63        26   

VOTING PROCEDURES                                                         
How votes are taken                                        64        26   
How a poll is taken                                        65        26   
Where there cannot be a poll                               66        27   
A General Meeting continues after a poll is demanded       67        27   
Timing of a poll                                           68        27   
The chairman's casting vote                                69        27   
The effect of a declaration by the chairman                70        27   

VOTING RIGHTS                                                             
The votes of shareholders                                  71        27   
Shareholders who owe money to the Company                  72        28   
Suspension of rights on non-disclosure of interest         73        28   
Votes of shareholders who are of unsound mind              74        30   
The votes of joint holders                                 75        30   

PROXIES                                                                   
Appointment of proxies                                     76        30   
Completing proxy forms                                     77        30   
Delivering proxy forms                                     78        31   
Cancellation of proxy's authority                          79        32   
Authority of proxies                                       80        32   
Representatives of companies                               81        32   
Challenging votes                                          82        33   

DIRECTORS                                                                 
The number of directors                                    83        33   
Qualification to be a director                             84        33   
Directors' fees and expenses                               85        33   
Special pay                                                86        33   
Directors' expenses                                        87        34   
Directors' pensions and other benefits                     88        34   
Appointing directors to various posts                      89        34   

CHANGING DIRECTORS                                                        
Age limits                                                 90        35   

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                                                                ARTICLE NO. PAGE NO.
                                                                                    
Retiring directors                                                   91        35   
Eligibility for re-election                                          92        35   
Re-electing a director who is retiring                               93        35   
Election of two or more directors                                    94        35   
People who can be directors                                          95        35   
The power to fill vacancies and appoint extra directors              96        36   
Removing and appointing directors by an ordinary resolution          97        36   
When directors are disqualified                                      98        36   

DIRECTORS' MEETINGS                                                                 
Directors' meetings                                                  99        37   
Who can call directors' meetings                                    100        37   
How directors' meetings are called                                  101        37   
Quorum                                                              102        37   
The Chairman of directors' meetings                                 103        38   
Voting at directors' meetings                                       104        38   
Directors can act even if there are vacancies                       105        38   
Directors' meetings by video conference and telephone               106        38   
Resolutions in writing                                              107        38   
The validity of directors' actions                                  108        39   

DIRECTORS' INTERESTS                                                                
Directors' interests in transactions with the Company               109        39   
When directors can vote on things in which they are interested      110        39   
More about directors' interests                                     111        41   

DIRECTORS' COMMITTEES                                                               
Delegating powers to committees                                     112        41   
Committee procedure                                                 113        42   

DIRECTORS' POWERS                                                                   
The directors' management powers                                    114        42   
The power to establish local boards                                 115        42   
The power to appoint attorneys                                      116        43   
Borrowing powers                                                    117        43   
Borrowing restrictions                                              118        43   

ALTERNATE DIRECTORS                                                                 
Alternate directors                                                 119        45   

THE SECRETARY                                                                       
The Secretary and Deputy and Assistant Secretaries                  120        46   

THE SEAL                                                                            
The Seal                                                            121        46   

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                                                                 ARTICLE NO. PAGE NO.
                                                                                     
AUTHENTICATING DOCUMENTS                                                             
Establishing that documents are genuine                              122        47   

RESERVES                                                                             
Setting up reserves                                                  123        47   

DIVIDENDS                                                                            
No dividends are payable except out of profits                       124        48   
Final dividends                                                      125        48   
Fixed and interim dividends                                          126        48   
Dividends not in cash                                                127        48   
Calculation and currency of dividends                                128        48   
Deducting amounts owing from dividends and other money               129        49   
Payments to shareholders                                             130        49   
Record dates for payments and other matters                          131        49   
Dividends which are not claimed                                      132        50   
Waiver of dividends                                                  133        50   

CAPITALISING RESERVES                                                                
Capitalising reserves                                                134        50   

SCRIP DIVIDENDS                                                                      
Ordinary Shareholders can be offered the right to receive extra      135        51   
shares instead of cash dividends                                                     

ACCOUNTS                                                                             
Accounting and other records                                         136        53   
Location and inspection of records                                   137        53   
Sending copies of accounts and other documents                       138        53   

AUDITORS                                                                             
Acts of auditors                                                     139        54   
Auditors at General Meetings                                         140        54   

NOTICES                                                                              
Serving and delivering notices and other documents                   141        54   
Notices to joint holders                                             142        55   
Notices for shareholders with foreign addresses                      143        55   
When notices are served                                              144        55   
Serving notices and documents on shareholders who have died or       145        55   
are bankrupt                                                                         
If documents are accidentally not sent                               146        55   

MINUTES AND RECORDS                                                                  
Minutes                                                              147        56   

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                                                                       ARTICLE NO. PAGE NO.
                                                                                           
Availability of records for inspection and notifying the Registrar of                      
Companies                                                                  148        56   

WINDING UP                                                                                 
Directors' power to petition                                               149        56   
Distribution of assets in kind                                             150        57   

DESTROYING DOCUMENTS                                                                       
Destroying documents                                                       151        57   

INDEMNITY AND INSURANCE                                                                    
Indemnity                                                                  152        58   
Insurance                                                                  153        58   

SHARE WARRANTS                                                                             
Issue of Share Warrants                                                    154        59   
Directors can accept a certificate instead of a Share Warrant              155        59   
Requesting a Share Warrant                                                 156        59   
Replacing Share Warrants                                                   157        60   
Rights of the Bearer                                                       158        60   
Bearers of Share Warrants participating in securities offers               159        61   
Communications with Bearers of Share Warrants                              160        61   
Issuing shares to which the Share Warrant relates                          161        61   

ADR DEPOSITARY                                                                             
ADR Depositary can appoint proxies                                         162        62   
The ADR Depositary must keep a Proxy Register                              163        62   
Appointed Proxies can only attend General Meetings if properly             164        62   
appointed                                                                                  
Rights of Appointed Proxies                                                165        62   
Sending information to an Appointed Proxy                                  166        63   
The Company can pay dividends to an Appointed Proxy                        167        63   
The Proxy Register may be fixed at a certain date                          168        63   
The nature of an Appointed Proxy's interest                                169        64   
Validity of the appointment of Appointed Proxies                           170        64   

GLOSSARY                                                                              65   

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Company Number: 1833679                                                         

 THE COMPANIES ACTS 1948 TO 1985

 COMPANY LIMITED BY SHARES

 ARTICLES OF ASSOCIATION

Adopted on 30 June 1999 pursuant to a Special Resolution passed on 24 May 1999
and amended by Special Resolutions passed on 27 July 2000 and 25 July 2001. 

OF

 VODAFONE GROUP PUBLIC LIMITED COMPANY

PRELIMINARY ARTICLES

1        TABLE A AND OTHER STANDARD REGULATIONS DO NOT APPLY                    

       The regulations in Table A of the Companies Act 1948, and any similar
regulations in THE COMPANIES ACTS do not apply to the COMPANY.

2        THE MEANING OF WORDS AND PHRASES USED IN THE ARTICLES                  

2.1      The following table gives the meaning of certain words and phrases as  
    they are used in these ARTICLES. However, the meaning given in the
        table does not apply if that is inconsistent with the context in which
        a word or phrase appears. After the ARTICLES there is a Glossary which
     explains various words and phrases. The Glossary is not part of the
MEMORANDUM or ARTICLES, and it does not affect their meaning. 
        Throughout the ARTICLES, those words and expressions explained in this
         Article 2.1 are printed in BOLD and those explained in the Glossary are
printed in italics.                                           

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WORDS AND PHRASES                                         MEANING                              
                                                                                               
ADJUSTED TOTAL OF CAPITAL   This is defined in Article 118.2.                                  
AND RESERVES                                                                                   

ADR DEPOSITARY              A custodian or other person or persons approved by the directors   
                            who (a) hold's SHARES in the COMPANY under arrangements where      
                            either the custodian or some other person issues AMERICAN          
                            DEPOSITARY RECEIPTS which evidence AMERICAN DEPOSITARY SHARES      
                            representing SHARES in the COMPANY; and/or (b) is appointed by or  
                            on behalf of the COMPANY to hold SHARE WARRANTS.                   

AMERICAN DEPOSITARY SHARES  These represent SHARES in the COMPANY and are evidenced by AMERICAN
                            DEPOSITARY RECEIPTS.                                               

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WORDS AND PHRASES                                          MEANING                              
                                                                                                
AMERICAN DEPOSITARY          These represent AMERICAN DEPOSITARY SHARES either                  
RECEIPTS                     physically or in the form of DIRECT REGISTRATION RECEIPTS.         

APPOINTED PROXY              This is defined in Article 162.1.                                  

APPROVED TRANSFER            This is defined in Article 73.9, for the purposes of Article 73.   

ARTICLES                     The COMPANY'S Articles of Association, including any changes made  
                             to them.                                                           

BEARER                       This is defined in Article 154.1.                                  

CLASS MEETING                This is defined in Article 40.1.                                   

COMMON SEAL                  Any seal which the COMPANY may have under the COMPANIES ACTS and   
                             which the COMPANY may use to execute documents.                    

COMPANIES ACT 1985           The Companies Act 1985, as amended by the Companies Act 1989.      

COMPANIES ACTS               The COMPANIES ACT 1985, The CREST REGULATIONS and other legislation
                             relating to COMPANIES and affecting the COMPANY (including any     
                             orders, regulations or other subordinated legislation made under   
                             them) in force from time to time.                                  

COMPANY                      Includes any company, corporate body and any corporation           
                             established anywhere in the world.                                 

COMPANY REPRESENTATIVE       This is defined in Article 81.1.                                   

THE COMPANY                  Vodafone Group Public Limited Company.                             

CREST REGULATIONS            The Uncertificated Securities Regulations 1995.                    

DEFAULT SHARES               This is defined in Article 73.1, for the purposes of Article 73.   

DIRECT REGISTRATION RECEIPT  AN AMERICAN DEPOSITARY RECEIPT IN UNCERTIFICATED FORM, the         
                             ownership of which is recorded in the DIRECT REGISTRATION SYSTEM.  

DIRECT REGISTRATION SYSTEM   The system maintained by the ADR DEPOSITARY in which the ADR       
                             DEPOSITARY records the ownership of DIRECT REGISTRATION RECEIPTS.  

DIRECTION NOTICE             This is defined in Article 73.3 for the purposes of Article 73.    

ELECTED SHARES               This is defined in Article 135.8.                                  

ELECTRONIC COMMUNICATIONS    The meaning of electronic communication is given in Section 15 of  
                             the Electronic Communications Act 2000.                            

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WORDS AND PHRASES                                        MEANING                                
                                                                                                
ELECTRONIC MAIL            Includes any ELECTRONIC COMMUNICATION in any form through any        
                           medium (including transmissions through the internet or by fax).     

EQUITY SECURITIES          The meaning of equity securities is given in Section 94 COMPANIES    
                           ACT 1985.                                                            

EQUITY SHARES              SHARES in the capital of the COMPANY which are regarded as equity    
                           share capital pursuant to Section 744 COMPANIES ACT 1985.            

FIXED RATE SHARES          The 7 per cent cumulative fixed rate shares of(pound)1 each in the   
                           COMPANY.                                                             

GROUP                      This is defined in Article 118.2, for the purposes of Article 118.   

LONDON STOCK EXCHANGE      London Stock Exchange plc.                                           

MEMORANDUM                 The Memorandum of Association of the COMPANY.                        

NON EQUITY SECURITIES      Securities which are not EQUITY SECURITIES.                          

OPERATOR                   CRESTCo Limited or any other operator of a RELEVANT SYSTEM under     
                           the CREST REGULATIONS.                                               

ORDINARY SHAREHOLDER       A holder of the COMPANY'S ORDINARY SHARES.                           

ORDINARY SHARES            Ordinary shares of US$0.10 each in the COMPANY.                      

PAID-UP SHARE OR OTHER     Includes a SHARE or other security which is treated                  

SECURITY                   ("credited") as paid up.                                             

PAY                        Includes any kind of reward or payment for services.                 

PRESCRIBED PERIOD          This is defined in Article 16.5, for the purposes of Article 16.     

PROCEDURAL RESOLUTION      A resolution or question put to the vote of a General Meeting of a   
                           procedural nature (such as a resolution on a simple clerical         
                           amendment to correct an obvious error in a SUBSTANTIVE RESOLUTION,   
                           a resolution to adjourn a General Meeting or a resolution on the     
                           choice of chairman of a General Meeting).                            

PROXY FORM                 This includes any document or ELECTRONIC COMMUNICATION which appoints
                           a proxy.                                                             

RECOGNISED CLEARING HOUSE  A clearing house granted recognition under the Financial Services    
                           Act 1986.                                                            

RECOGNISED INVESTMENT      An investment exchange granted recognition under the Financial       
EXCHANGE                   Services Act 1986.                                                   

RECORD DATE                This is defined in Article 168.1, for the purposes of Article 168.   

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WORDS AND PHRASES                                     MEANING                              
                                                                                           
REGISTER                The COMPANY'S register of members.                                 

REGISTERED OFFICE       The COMPANY'S registered office.                                   

RELEVANT COMPANY        This is defined in Article 153.1, for the purposes of Article 153. 

RELEVANT SECURITIES     The meaning of relevant securities is given in Section 80 of the   
                        COMPANIES ACT 1985.                                                

RELEVANT SYSTEM         A relevant system under the CREST REGULATIONS whose OPERATOR allows
                        SHARES or other securities of the COMPANY to be transferred using  
                        that system.                                                       

RELEVANT VALUE          This is defined in Article 135.4, for the purposes of Article 135. 

RIGHTS of any share     The rights attached to a SHARE when it is issued, or afterwards.   

RIGHTS ISSUE            This is defined in Article 16.5, for the purposes of Article 16.   

SECRETARY               Any person appointed by the directors to do work as the company    
                        secretary including any assistant or deputy secretary.             

SECURITIES OFFER        This is defined in Article 159.3, for the purposes of Article 159. 

SECURITIES SEAL         A seal used to stamp securities issued by the COMPANY in           
                        CERTIFICATED FORM as evidence that the COMPANY has issued them.    

SHARE WARRANT           A share warrant to bearer issued by the COMPANY.                   

SHAREHOLDER             A holder of the COMPANY'S SHARES.                                  

SHAREHOLDERS' MEETING   A meeting OF SHAREHOLDERS including both a General Meeting of the  
                        COMPANY and a class meeting.                                       

SHARES                  Shares which are in issue at the relevant time.                    

STERLING                The currency of the UNITED KINGDOM.                                

SUBSIDIARY              A subsidiary as defined in Section 736 of the COMPANIES ACT 1985.  

SUBSIDIARY UNDERTAKING  A subsidiary undertaking as defined in Section 258 of the          
                        COMPANIES ACT 1985.                                                

SUBSTANTIVE RESOLUTION  Any resolution or question put to the vote of a General Meeting    
                        which is not a PROCEDURAL RESOLUTION.                              

TAKEOVER OFFER          A takeover offer as defined in Section 428 of the Companies Act    
                        1985.                                                              

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WORDS AND PHRASES                                   MEANING                            
                                                                                       
TERMS of a share      The terms on which a SHARE was issued.                           

TRANSFER OFFICE       The place where the REGISTER is kept.                            

UK LISTING AUTHORITY  The Financial Services Authority in its capacity as the competent
                      authority under the Financial Services Act 1986.                 

UNITED KINGDOM        Great Britain and Northern Ireland.                              

US DOLLARS            The currency of the United States of America.                    

WORKING DAY           A day on which banks in the UNITED KINGDOM are generally open for
                      business, excluding Saturdays, Sundays and public holidays.      

2.2      References to a DEBENTURE include DEBENTURE STOCK and references to a  
DEBENTURE HOLDER include a DEBENTURE STOCKHOLDER.             

2.3      Where the ARTICLES refer to a person who is automatically entitled to a
        SHARE by law, this includes a person who is entitled to the share as a
result of the death, or bankruptcy, of a SHAREHOLDER.         

2.4      Words which refer to a single number also refer to plural numbers, and 
the other way around.                                         

2.5      Words which refer to males also refer to females and to other PERSONS. 

2.6      References to a PERSON or PEOPLE include COMPANIES, unincorporated     
associations and so on.                                       

2.7      References to OFFICERS include directors, managers and the SECRETARY,  
but not the COMPANY'S auditors.                               

2.8      References to the DIRECTORS are to the board of directors unless the   
way in which DIRECTORS is used does not allow this meaning.   

2.9      Any headings in these ARTICLES are only included for convenience. They 
do not affect the meaning of the ARTICLES.                    

2.10     When an Act or other legislation or the ARTICLES are referred to, the  
version which is current at any particular time will apply.   

2.11     Where the ARTICLES give any power or authority to anybody, this power  
        or authority can be used on any number of occasions, unless the way in
which the word is used does not allow this meaning.           

2.12     Any word which is defined in the COMPANIES ACTS (excluding any         
        modification to them by a further act or statutory instrument which is
     not in force when these ARTICLES are adopted) means the same in the
    ARTICLES, unless the ARTICLES define it differently, or the way in
         which the word is used is inconsistent with the definition given in the
COMPANIES ACTS.                                               

2.13     Where the ARTICLES say that anything can be done by passing an ordinary
         resolution, this can also be done by passing a special resolution or an
extraordinary resolution.                                     

2.14     Where the ARTICLES refer to changing the amount of SHARES this means   
doing any or all of the following:                            

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  -        subdividing the SHARES into other SHARES with a smaller
nominal value;                              

   -        consolidating the SHARES into other SHARES with a larger
nominal value; and                          

        -        dividing SHARES which have been consolidated into SHARES with
        a larger nominal value than the original SHARES had.

2.15     Where the ARTICLES refer to any document being MADE EFFECTIVE this     
         means being signed, sealed or executed in some other legally valid way.

2.16     Where the ARTICLES refer to MONTHS or YEARS, these are calendar months 
or years.                                                     

2.17     ARTICLES which apply to fully-paid SHARES can also apply to stock.     
       References in those ARTICLES to SHARE or SHAREHOLDER include stock or
stockholder.                                                  

2.18     Where the ARTICLES refer to SHARES in CERTIFICATED FORM, this means    
 that ownership of the SHARES can be transferred using a written
transfer document (rather than in accordance with the CREST   
    REGULATIONS) and that a share certificate is usually issued to the
owner.                                                        

2.19     Where the ARTICLES refer to SHARES in UNCERTIFICATED FORM, this means  
        that ownership of the SHARES can be transferred in accordance with the
         CREST REGULATIONS without using a written transfer document and that no
share certificate is issued to the owner.                     

2.20     Where the ARTICLES refer to A PERIOD OF CLEAR DAYS, the period does not
include the date the notice is delivered, or treated as being 
         delivered, nor the date of the General Meeting or other relevant event.

2.21     The term ADDRESS when used in relation to ELECTRONIC COMMUNICATIONS or 
         ELECTRONIC MAIL includes any number or address used for the purposes of
such communication.                                           

 SHARE CAPITAL

3        FORM OF THE COMPANY'S SHARE CAPITAL                                    

     (1) The COMPANY'S share capital at the date when these ARTICLES are
   adopted is (pound)50,000 and U.S.$816,000,000. This is made up of
      50,000 7 per cent. cumulative fixed rate shares of (pound)1 each and
8,160,000,000 ordinary shares of U.S.$0.10 each.              

 FIXED RATE SHARES

4        RIGHT OF FIXED RATE SHARES TO PROFITS                                  

4.1      If the COMPANY has profits which are available for distribution and the
        directors resolve that these should be distributed, the holders of the
       FIXED RATE SHARES are entitled, before the holders of any other class
  of SHARES, to be paid in respect of each financial year or other
  accounting period of the COMPANY a fixed cumulative preferential
         dividend ("PREFERENTIAL DIVIDEND") at the rate of 7 per cent. per annum
   on the nominal value of the FIXED RATE SHARES which is PAID UP or
treated as PAID UP.                                           

-----------------                                                               
(1)  On 21 July 1999 the share capital of the Company was increased to          
(pound)50,000 and US$4,080,000,000 by the creation of an additional   
32,640,000,000 ordinary shares of US$0.10 each.                       

The share capital of the Company was increased to (pound)50,000 and   
   US$7,800,000,000 by the creation of an additional 37,200,000,000 ordinary
shares of US$0.10 each with effect from 9 February 2000.              

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4.2      Subject to Article 4.3 below, the PREFERENTIAL DIVIDEND will be paid   
    yearly, on 31 March in respect of each financial year ending on or
       before that date. If this date is not a WORKING DAY, the payment will
be made on the next WORKING DAY.                              

4.3      When the COMPANY has to calculate a dividend on the FIXED RATE SHARES  
   for a period other than a calendar year ending on 31 March (being
      another accounting period, the first dividend period arising for the
         FIXED RATE SHARES or otherwise), the daily dividend rate will be worked
       out by dividing the yearly dividend rate by 365 days. This daily rate
        will then be multiplied by the actual number of days which have passed
        in the relevant period, but not including the date of payment, to give
the amount payable for that period.                           

4.4      Except as provided in this Article, the FIXED RATE SHARES do not have  
any other right to share in the COMPANY'S profits.            

5        RIGHT OF FIXED RATE SHARES TO CAPITAL                                  

5.1      If the COMPANY is wound up (but in no other circumstances involving a  
        repayment of capital or distribution of assets to SHAREHOLDERS whether
         by reduction of capital, redeeming or buying back SHARES or otherwise),
   the holders of the FIXED RATE SHARES will be entitled, before the
holders of any other class of SHARES to:                      

       -        repayment of the amount paid up or treated as PAID UP on the
nominal value of each FIXED RATE SHARE;     

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

         -        any arrears of dividend on any FIXED RATE SHARES held by them.
              This applies even if the dividend has not been declared or
earned; and                                 

        -        a proportion of any dividend in respect of the financial year
                or other accounting period which began before the winding up
                  commenced but ends after that date. The proportion will be the
                 amount of the dividend that would otherwise have been payable
                for the period which ends on that date. This applies even if
 the dividend has not been declared or earned.

5.2      If there is a winding up to which Article 5.1 applies, and there is not
        enough to pay the amounts due on the FIXED RATE SHARES, the holders of
         the FIXED RATE SHARES will share what is available in proportion to the
       amounts to which they would otherwise be entitled. The holders of the
      FIXED RATE SHARES will be given preference over the holders of other
      classes of SHARES which rank behind them in sharing in the COMPANY'S
assets.                                                       

5.3      Except as provided in this Article 5, the FIXED RATE SHARES do not have
any other right to share in the COMPANY'S surplus assets.     

6        VOTING RIGHTS OF FIXED RATE SHARES                                     

6.1      The holders of the FIXED RATE SHARES are only entitled to receive      
     notice of General Meetings, or to attend, speak and vote at General
Meetings, as set out below.                                   

      -        If a resolution is to be proposed at the General Meeting to
               wind up the COMPANY, they are entitled to receive notice of
               the General Meeting and can attend, but are not entitled to
speak or vote.                              

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         -        If a resolution is to be proposed at the General Meeting which
                would vary or abrogate the RIGHTS attached to the FIXED RATE
              SHARES, they are entitled to receive notice of the General
                  Meeting and are entitled to attend, speak and vote but only in
           respect of such resolution or any motion to adjourn the
       General Meeting before such resolution is voted on.

6.2      If the holders of the FIXED RATE SHARES are entitled to vote at a      
         General Meeting, each holder present in person or by proxy (or, being a
       COMPANY, by A COMPANY REPRESENTATIVE) has one vote on a show of hands
      and on a poll every holder who is present in person or by proxy (or,
      being a COMPANY, by A COMPANY REPRESENTATIVE) shall have one vote in
respect of each fully paid FIXED RATE SHARE.                  

7        VARYING THE RIGHTS OF FIXED RATE SHARES                                

        The RIGHTS of the holders of the FIXED RATE SHARES will be regarded as
         being varied or abrogated if any resolution is passed for the reduction
       of the amount of capital paid up on the FIXED RATE SHARES but not for
the repayment of the FIXED RATE SHARES at par.                

Accordingly, this can only take place if:                     

     -        holders of at least three quarters in nominal value of the
FIXED RATE SHARES agree in writing; or      

    -        an extraordinary resolution is passed at a separate CLASS
                 MEETING by the holders of the FIXED RATE SHARES approving the
proposal,                                   

in accordance with Article 40.                                

CHANGING CAPITAL

8        THE POWER TO INCREASE CAPITAL                                          

         The SHAREHOLDERS can increase the COMPANY'S share capital by passing an
ordinary resolution. The resolution must fix the:             

-        amount of the increase;                              

-        nominal value of the new SHARES; and                 

    -        currency or currencies in which the nominal value of such
shares is to be expressed.                  

9        APPLICATION OF THE ARTICLES TO NEW SHARES                              

   The provisions of the ARTICLES about allotment, payment of calls,
         transfers, automatic entitlement by law, forfeiture, lien and all other
       things apply to new SHARES under Article 8 in the same way as if they
were part of the COMPANY'S existing share capital.            

10       THE POWER TO CHANGE CAPITAL                                            

 The SHAREHOLDERS can pass ordinary resolutions to do any of the
following:                                                    

       -        consolidate, or consolidate and then divide, all or any part
              of the COMPANY'S share capital into new SHARES of a larger
nominal value than the existing SHARES;     

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       -        cancel any SHARES which have not been taken, or agreed to be
                  taken, by any person at the date of the resolution, and reduce
                  the amount of the COMPANY'S share capital by the amount of the
cancelled SHARES;                           

      -        divide some or all of the SHARES into SHARES which are of a
                  smaller nominal value than is fixed in the MEMORANDUM. This is
             subject to any restrictions under the COMPANIES ACTS. The
                resolution can provide that, as between the SHARES resulting
             from such sub-division, different RIGHTS and restrictions
                 which the COMPANY can apply to new SHARES may apply to all or
any of the different divided SHARES.        

11       FRACTIONS OF SHARES                                                    

11.1     If any SHARES are consolidated or divided, the directors have power to 
        deal with any fractions of SHARES which result or any other difficulty
      that arises. If the directors decide to sell any SHARES representing
         fractions, they must do so for the best price reasonably obtainable and
         distribute the net proceeds of sale among SHAREHOLDERS in proportion to
   their fractional entitlements in accordance with their RIGHTS and
         interests. The directors can sell to any person (including the COMPANY,
   if the COMPANIES ACTS allow this) and can authorise any person to
      transfer those SHARES to the buyer or in accordance with the buyer's
        instructions. The buyer does not need to take any steps to see how any
       money he paid is used. Nor will his ownership be affected if the sale
was irregular or invalid in any way.                          

11.2     So far as the COMPANIES ACTS allow, when SHARES are consolidated or    
        divided, the directors can treat a SHAREHOLDER'S SHARES which are held
in CERTIFICATED FORM and in UNCERTIFICATED FORM as separate   
    shareholdings. The directors can also arrange for any SHARES which
       result from a consolidation or division and which represent rights to
fractions of SHARES to be entered in the REGISTER AS SHARES in
CERTIFICATED FORM where this makes it easier to sell them.    

12       THE POWER TO REDUCE CAPITAL                                            

       THE COMPANY'S SHAREHOLDERS can pass a special resolution to reduce in
any way:                                                      

-        The COMPANY'S share capital; or                      

         -        any capital redemption reserve, share premium account or other
undistributable reserve.                    

This is subject to any restrictions under the COMPANIES ACTS. 

13       BUYING BACK SHARES                                                     

   The COMPANY can buy back, or agree to buy back in the future, any
      SHARES of any class (including redeemable SHARES) in accordance with
       the COMPANIES ACTS. However, if the COMPANY has other SHARES in issue
      which are admitted to the official list maintained by the UK LISTING
   AUTHORITY and which are convertible at any time into the class of
        EQUITY SHARES to be repurchased, the holders of the convertible SHARES
         must first pass an extraordinary resolution approving the buy-back at a
       separate CLASS MEETING. A resolution is not required, however, if the
       terms on which the convertible SHARES were issued allow the buy-back.

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SHARES

14       THE SPECIAL RIGHTS OF NEW SHARES                                       

14.1     If the COMPANY issues new SHARES, the new SHARES can have any RIGHTS or
      restrictions attached to them. The RIGHTS can take priority over the
      RIGHTS of existing SHARES, or existing SHARES can take priority over
         them, or the new SHARES and the existing SHARES can rank equally. These
       RIGHTS and restrictions can apply to sharing in the COMPANY'S profits
         or assets. Other RIGHTS and restrictions can also apply, for example to
the right to vote.                                            

14.2     The powers conferred by Article 14.1 are subject to the provisions of  
Article 14.5.                                                 

14.3     The RIGHTS and restrictions referred to in Article 14.1 can be decided 
         by an ordinary resolution passed by the SHAREHOLDERS. The directors can
       also take these decisions if they do not conflict with any resolution
passed by the SHAREHOLDERS.                                   

14.4     If the COMPANIES ACTS allow this, the RIGHTS of any new SHARES can     
         include RIGHTS for the holder and/or the COMPANY to have them redeemed.

14.5     The ability to attach particular RIGHTS and restrictions to new SHARES 
        may be restricted by special rights previously given to holders of any
existing SHARES.                                              

15       THE DIRECTORS' POWER TO DEAL WITH SHARES                               

15.1     The directors can decide how to deal with any SHARES which have not    
been issued. The directors can:                               

  -        allot them on any terms, which can include the right to
                  transfer the allotment to another person before any person has
               been entered on the REGISTER. This is known as the right to
 RENOUNCE the allotment (see also Article 18);

        -        grant options to give people a right to acquire SHARES in the
future; or                                  

-        dispose of the SHARES in any other way.              

15.2     The directors are free to decide with whom they deal, when they deal   
with the SHARES, and the terms on which they deal.            

15.3     For the purposes of Article 15.1, the directors must comply with:      

      -        the provisions of the COMPANIES ACTS relating to authority,
pre-emption rights and other matters; and   

        -        any resolution of a General Meeting which is passed under the
COMPANIES ACTS.                             

16       THE DIRECTORS' AUTHORITY TO ALLOT "RELEVANT SECURITIES" AND "EQUITY    
SECURITIES"                                                   

16.1     This Article regulates the authority of the directors to allot RELEVANT
 SECURITIES and their power to allot EQUITY SECURITIES for cash.

16.2     The directors are authorised, generally and without conditions, under  
     Section 80 of the COMPANIES ACT 1985, to allot RELEVANT SECURITIES.
  They are authorised to allot them for any PRESCRIBED PERIOD. The
        maximum amount of RELEVANT SECURITIES which the directors can allot in
each PRESCRIBED PERIOD is the SECTION 80 AMOUNT.              

16.3     Under the directors' general authority in Article 16.2, they have the  
      power to allot EQUITY SECURITIES, entirely paid for in cash, free of
the restriction in Section 89(1) of the COMPANIES             

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        ACT 1985. They have the power to allot them for any PRESCRIBED PERIOD.
         There is no maximum amount of EQUITY SECURITIES which the directors can
       allot when the allotment is in connection with a RIGHTS ISSUE. In all
other cases, the maximum amount of EQUITY SECURITIES which the
directors can allot is the SECTION 89 AMOUNT.                 

16.4     During any PRESCRIBED PERIOD, the directors can make offers and enter  
into agreements which would, or might, require SHARES or other
securities to be allotted after that period has ended.        

16.5     For the purposes of this Article:                                      

         -        RIGHTS ISSUE means an offer of EQUITY SECURITIES which is open
                  for a period decided on by the directors to the people who are
                registered on a particular date (chosen by the directors) as
holders of:                                 

                (i)      ORDINARY SHARES, in proportion to their holdings of
ORDINARY SHARES; and      

             (ii)     other classes of EQUITY SECURITIES or NON EQUITY
                         SECURITIES which give them the right to receive the
            offer in accordance with their RIGHTS.

               However, the directors can do the following things (and the
                 issue will still be treated as a RIGHTS ISSUE for the purpose
of this Article if they do so):             

             -        sell any fractions of EQUITY SECURITIES to which
                        people would be entitled and keep the net proceeds
                         for the COMPANY'S benefit or make other appropriate
               arrangements to deal with such fractions;

           -        make the RIGHTS ISSUE subject to any limits or
                          restrictions which the directors think are necessary
                    or appropriate to deal with legal or practical
                        problems under the laws of any territory, or under
                         the requirements of any recognised regulatory body,
                           or stock exchange, in any territory or as a result of
                     SHARES being represented by AMERICAN DEPOSITARY
SHARES; OR                

                -        treat a SHAREHOLDER'S holdings in CERTIFICATED FORM
                        and UNCERTIFICATED FORM as separate shareholdings.

   -        PRESCRIBED PERIOD means in the first instance the period
                  ending on the date of the Annual General Meeting in 2000 or on
             24 August 2000, whichever is the earlier. After this, the
               PRESCRIBED PERIOD means a period of no more than five years
                  fixed by the SHAREHOLDERS by passing a resolution at a General
                  Meeting. The SHAREHOLDERS can, by passing further resolutions,
              renew or extend this power (including the first PRESCRIBED
              PERIOD), for periods of no more than five years each. Such
resolutions can take the form of:           

                 -        an ordinary resolution fixing a period under Article
16.2; or                  

               -        a special resolution fixing a period under Article
16.3; or                  

                -        a special resolution fixing identical periods under
             Article 16.2 and under Article 16.3; or

                -        a special resolution fixing different periods under
          Article 16.2 and under Article 16.3.

        -        The SECTION 80 AMOUNT for the first PRESCRIBED PERIOD is that
                  fixed at the Extraordinary General Meeting of the COMPANY held
on 24 May 1999, being                       

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              U.S.$816,000,000. For any subsequent PRESCRIBED PERIOD the
             SECTION 80 AMOUNT is that stated in a relevant resolution
    passed by the SHAREHOLDERS at a General Meeting.

        -        The SECTION 89 AMOUNT for the first PRESCRIBED PERIOD is that
                  fixed at the Extraordinary General Meeting of the COMPANY held
             on 24 May 1999, being U.S.$30,223,864. For any subsequent
               PRESCRIBED PERIOD the SECTION 89 AMOUNT is that stated in a
               relevant special resolution passed by the SHAREHOLDERS at a
General Meeting.                            

       -        In working out any maximum amounts of securities referred to
                 in this Article, the nominal value of rights to subscribe for
             SHARES, or to convert any securities into SHARES, will be
           taken as the nominal value of the SHARES which would be
           allotted if the subscription or conversion takes place.

17       POWER TO PAY COMMISSION AND BROKERAGE                                  

17.1     The COMPANY can use all the powers given by the COMPANIES ACTS to pay  
commission or brokerage to any person who:                    

-        applies, or agrees to apply, for any new SHARES; or  

     -        gets anybody else to apply, or agree to apply for, any new
SHARES.                                     

17.2     The rate per cent or amount of the commission paid or agreed to be paid
         must be disclosed as required by the COMPANIES ACTS and must not exceed
      10 per cent of the price at which the SHARES in respect of which the
commission is paid are issued (or an equivalent amount).      

18       RENUNCIATIONS OF ALLOTTED BUT UNISSUED SHARES                          

         Where a SHARE has been allotted to a person but that person has not yet
      been entered on the REGISTER, the directors can recognise a transfer
     (called a renunciation) by that person of his right to the SHARE in
      favour of some other person. The ability to renounce allotments only
         applies if the terms on which the SHARE is allotted are consistent with
        renunciation. The directors can impose terms and conditions regulating
renunciation rights and can allow renunciation rights to be   
         participating securities (as defined in the CREST REGULATIONS) in their
own right.                                                    

19       NO TRUSTS OR SIMILAR INTERESTS RECOGNISED                              

19.1     The COMPANY will only be affected by, or recognise, a current and      
         absolute right to whole SHARES. The fact that any SHARE, or any part of
      a SHARE, may not be owned outright by the registered owner is not of
        any concern to the COMPANY, for example if a SHARE is held on any kind
of trust.                                                     

19.2     The only exception to what is said in ARTICLE 19.1 is for any right:   

-        which is expressly given by these ARTICLES; OR       

-        which the COMPANY has a legal duty to recognise.     

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 SHARES IN UNCERTIFICATED FORM

20       HOLDING SHARES IN UNCERTIFICATED FORM AND EFFECT OF THE CREST          
REGULATIONS                                                   

20.1     Subject to the ARTICLES and so far as the COMPANIES ACTS allow this,   
the directors can decide that any class of SHARES can:        

       -        be held in UNCERTIFICATED FORM and that title to such SHARES
  can be transferred using a RELEVANT SYSTEM; or

    -        no longer be held and transferred in UNCERTIFICATED FORM.

20.2     These ARTICLES do not apply to SHARES of any class which are held in   
      UNCERTIFICATED FORM to the extent that the ARTICLES are inconsistent
with the:                                                     

  -        holding of SHARES of that class in UNCERTIFICATED FORM;

  -        transfer of title to SHARES of that class by means of a
RELEVANT SYSTEM; or                         

-        CREST REGULATIONS.                                   

SHARE CERTIFICATES

21       CERTIFICATES                                                           

21.1     When a SHAREHOLDER is first registered as the holder of any class of   
         SHARES in CERTIFICATED FORM, he is entitled to receive, free of charge,
       one certificate for all the SHARES in CERTIFICATED FORM of that class
which he holds. If he holds SHARES of more than one class in  
CERTIFICATED FORM, he is entitled to receive a separate share 
certificate for each class.                                   

21.2     The COMPANY must also observe any requirements of the CREST REGULATIONS
      when issuing share certificates. Where the COMPANIES ACTS allow, the
COMPANY does not need to issue share certificates.            

21.3     IF A SHAREHOLDER receives more SHARES in CERTIFICATED FORM of any class
he is entitled, without charge, to another certificate for the
additional SHARES.                                            

21.4     If a SHAREHOLDER transfers part of his SHARES covered by a certificate,
         he is entitled, free of charge, to a new certificate for the balance if
         the balance is also held in CERTIFICATED FORM. The old certificate will
be cancelled.                                                 

21.5     The COMPANY does not have to issue more than one certificate for any   
 SHARE in CERTIFICATED FORM, even if that SHARE is held jointly.

21.6     When the COMPANY delivers a certificate to one joint holder of SHARES  
       in CERTIFICATED FORM, this is treated as delivery to all of the joint
SHAREHOLDERS.                                                 

21.7     If requested in writing to do so, the COMPANY can deliver a certificate
         to a broker or agent who is acting for a person who is buying SHARES in
  CERTIFICATED FORM, or who is having SHARES transferred to him in
CERTIFICATED FORM.                                            

21.8     The directors can decide how share certificates are made effective. For
example, they can be:                                         

     -        signed by two directors or one director and the SECRETARY;

        -        sealed with the COMMON SEAL or the SECURITIES SEAL (or in the
                 case of SHARES on a branch REGISTER, an official seal for use
in the relevant territory); or              

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     -        printed, in any way, with a copy of the signature of those
                 directors and the SECRETARY. The copy can be made or produced
                  mechanically, electronically or in any other way the directors
approve.                                    

21.9     A share certificate must state the number and class of SHARES to which 
     it relates and the amount PAID-UP on those SHARES. It cannot be for
SHARES of more than one class.                                

21.10    If all the issued SHARES of the COMPANY, or a particular class of      
    SHARES, are fully PAID UP and rank equally with each other for all
  purposes, none of those SHARES will (unless the directors pass a
        resolution to the contrary) have a distinguishing number as long as it
       remains fully PAID UP and ranks equally for all purposes with all the
SHARES of the same class which are issued and fully PAID UP.  

21.11    The time limit for the COMPANY to prepare a share certificate for      
SHARES in CERTIFICATED FORM is:                               

-        one month after the allotment of a new SHARE;        

        -        five WORKING DAYS after a valid transfer of fully-paid SHARES
is presented for registration; or           

     -        two months after a valid transfer of partly-paid SHARES is
presented for registration.                 

21.12    Article 21.11 only applies to the extent that the terms of issue of    
SHARES do not provide otherwise.                              

21.13    Share certificates will also be prepared and sent earlier where either 
    the LONDON STOCK EXCHANGE or the UK LISTING AUTHORITY requires it.

22       REPLACEMENT SHARE CERTIFICATES                                         

22.1     If a SHAREHOLDER has four or more share certificates for SHARES of the 
       same class which are in CERTIFICATED FORM, he can ask the COMPANY for
     these to be cancelled and replaced by a single new certificate. The
    COMPANY must comply with this request, without making a charge for
doing so.                                                     

22.2     A SHAREHOLDER can ask the COMPANY to cancel and replace a single share 
         certificate with two or more certificates, for the same total number of
SHARES. The COMPANY, upon the payment by the SHAREHOLDER of a 
   reasonable sum determined by the directors, must comply with this
request.                                                      

22.3     A SHAREHOLDER can ask the COMPANY for a new certificate if the original
is:                                                           

-        damaged or defaced; or                               

-        lost, stolen, or destroyed.                          

22.4     If a certificate has been damaged or defaced, the COMPANY can require  
     satisfactory evidence and for the certificate to be delivered to it
   before issuing a replacement. If a certificate is lost, stolen or
         destroyed, the COMPANY can require satisfactory evidence, together with
        an indemnity, before issuing a replacement. In each case the directors
can impose such other terms as they think fit.                

22.5     The directors can require the SHAREHOLDER to pay the COMPANY'S         
       exceptional out-of-pocket expenses for issuing any share certificates
under Article 22.3.                                           

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22.6     Any one joint SHAREHOLDER can request replacement certificates under   
this Article.                                                 

 CALLS ON SHARES

23       THE DIRECTORS CAN MAKE CALLS ON SHARES                                 

       The directors can call on SHAREHOLDERS to pay any money which has not
       yet been paid to the COMPANY for their SHARES. This includes both the
      nominal value of the SHARES and any premium which may be payable. If
 the TERMS OF ISSUE of the SHARES allow this, the directors can:

-        make calls as often, and whenever, they think fit;   

-        decide when and where the money is to be paid;       

-        decide that the money can be paid by instalments; or 

-        wholly or partly revoke or postpone any call.        

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

24       THE LIABILITY FOR CALLS                                                

24.1     A SHAREHOLDER who has received at least 14 days' notice giving details 
      of the amount called, the time (or times) and place for payment must
       pay the call as required by the notice. Joint SHAREHOLDERS are liable
       jointly and severally to pay any money called for in respect of their
SHARES.                                                       

24.2     A SHAREHOLDER due to pay the amount called shall still have to pay the 
         call even if, after the call was made, he transfers the SHARES to which
the call related.                                             

25       INTEREST AND EXPENSES ON UNPAID CALLS                                  

        If a call is made and the money due remains unpaid, the SHAREHOLDER is
      liable to pay interest on the money and any expenses incurred by the
      COMPANY because of his failure to pay the call on time. The interest
         will run from the day the money is due until it has actually been paid.
 The yearly interest rate will be a reasonable rate fixed by the
       directors (or, where they do not fix a reasonable rate, 10 per cent).
        The directors can decide not to charge any or all of such expenses and
interest.                                                     

26       SUMS WHICH ARE PAYABLE WHEN A SHARE IS ALLOTTED ARE TREATED AS A CALL  

      If the TERMS OF A SHARE require any money to be paid at the time the
     SHARE is allotted, or at any fixed date (whether in relation to the
       nominal value of the SHARES or any premium which may apply), then the
 liability to pay the money will be treated in the same way as a
         liability for a valid call for money on SHARES which is due on the same
         date. If this money is not paid, everything in the Articles relating to
      non-payment of calls applies. This includes ARTICLES which allow the
COMPANY to forfeit or sell SHARES and to claim interest.      

27       CALLS CAN BE FOR DIFFERENT AMOUNTS                                     

         On an issue of SHARES, if the TERMS OF SUCH SHARES allow, the directors
        can decide that allottees or the subsequent holders of such SHARES can
         be called on to pay different amounts, or that they can be called on at
different times.                                              

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28       PAYING CALLS EARLY                                                     

28.1     The directors can accept payment in advance of some or all of the money
     due from a SHAREHOLDER before he is called on to pay the money. The
       directors can agree to pay interest on money paid in advance until it
         would otherwise be due to the COMPANY at a rate (up to a maximum yearly
    interest rate of 10 per cent) agreed between the directors and the
SHAREHOLDER.                                                  

28.2     The money which is paid in advance in this way shall not be included in
        calculating the dividend payable on the SHARES in respect of which the
money paid in advance has been paid.                          

 FORFEITING SHARES

29       NOTICE FOLLOWING NON-PAYMENT OF A CALL                                 

        Articles 29 to 39 apply if a SHAREHOLDER fails to pay the whole amount
        of a call, or an instalment of a call, by the date on which it is due.
    The directors can serve a notice on him any time after the date on
which the call or the instalment is due, if the whole amount  
immediately due has not been paid.                            

30       CONTENTS OF THE NOTICE                                                 

A notice served under Article 29 must:                        

     -        demand payment of the amount immediately payable, plus any
interest;                                   

       -        give a date by when the total must be paid, but this must be
      at least 14 days after the notice is served on the
SHAREHOLDER;                                

-        state where the payment(s) must be made; and         

         -        state that if the full amount demanded is not paid by the time
                 and place stated, the COMPANY can forfeit the SHARES on which
the call or instalment was due.             

31       FORFEITURE IF THE NOTICE IS NOT COMPLIED WITH                          

         If a notice served under Article 29 is not complied with, the SHARES to
which it relates can be forfeited at any time while any amount
(including interest) is still outstanding. This is done by the
  directors passing a resolution stating that the SHARES have been
forfeited.                                                    

32       FORFEITURE WILL INCLUDE UNPAID DIVIDENDS                               

        All dividends which are due on (and other money payable in respect of)
 the forfeited SHARES, but not yet paid, will also be forfeited.

33       DEALING WITH FORFEITED SHARES                                          

33.1     The directors can sell, dispose of or re-allot any forfeited SHARE on  
     any terms and in any way that they decide. The COMPANY may keep the
consideration received from doing this. The directors can, if 
      necessary, authorise any person to transfer a forfeited SHARE to any
      other person and may cause such other person to be registered as the
holder of the SHARE.                                          

33.2     The new SHAREHOLDER'S ownership of the SHARE will not be affected if   
      the steps taken to forfeit the SHARE, or the sale or disposal of the
        SHARE, were invalid or irregular, or if anything that should have been
         done was not done, and the new SHAREHOLDER is not obliged to enquire as
to how the purchase money (if any) is used.                   

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34       CANCELLING FORFEITURE                                                  

34.1     After a SHARE has been forfeited, the directors can cancel the         
       forfeiture. But they can only do this before the SHARE has been sold,
        re-allotted or disposed of. This can be on any terms that they decide.

34.2     If a SHARE has not been sold or disposed of after three years from the 
date of forfeiture, the directors must cancel the SHARE.      

35       THE POSITION OF SHAREHOLDERS AFTER FORFEITURE                          

35.1     A SHAREHOLDER loses all rights in connection with forfeited SHARES. If 
        the SHARES are in CERTIFICATED FORM, he must surrender any certificate
     for those SHARES to the COMPANY for cancellation. A person is still
    liable to pay calls which have been made, but not paid, before the
   forfeiture of his SHARES. He must also pay interest on the unpaid
        amount (at the rate of interest which was payable on the unpaid amount
     before the forfeiture) until it is paid. If no interest was payable
       before the forfeiture on the unpaid amount, the directors can fix the
        rate of interest on the unpaid amount, but it must not be more than 10
per cent a year, until it is paid.                            

35.2     The SHAREHOLDER continues to be liable for all claims and demands which
        the COMPANY could have made relating to the forfeited SHARE. He is not
         entitled to any credit for the value of the SHARE when it was forfeited
   or for money received by the COMPANY under Article 33, unless the
    directors decide to allow credit for all or any of that value. The
         directors may also decide to waive any payment due either completely or
in part.                                                      

               LIENS ON PARTLY PAID SHARES

36       THE COMPANY'S LIEN ON SHARES                                           

 The COMPANY has a lien on all partly-paid SHARES. This lien has
 priority over claims of others to the SHARES and extends to all
        dividends and other money payable on the SHARES or in respect of them.
    This lien is for any money owed to the COMPANY for the SHARES. The
       directors can decide to give up any lien which has arisen or that any
        SHARE for a specified period of time be entirely or partly exempt from
    this Article. They can also decide to suspend any lien which would
    otherwise apply to particular SHARES. Unless otherwise agreed, the
      registration of a transfer of any SHARE over which the COMPANY has a
lien shall operate as a waiver of that lien.                  

37       ENFORCING THE LIEN BY SELLING THE SHARES                               

37.1     If the directors want to enforce the lien referred to in Article 36,   
     they can sell some or all of the SHARES in any way they decide. The
       directors can authorise someone to transfer the SHARES sold. But they
       cannot sell the SHARES until all of the following conditions are met:

         -        the money owed by the SHAREHOLDER must be immediately payable;

-        the directors must have given a written notice to the
              SHAREHOLDER. This notice must say how much is due. It must
         also demand that this money is paid, and say that the
              SHAREHOLDER'S SHARES can be sold if the money is not paid;

       -        the written notice must have been served on the SHAREHOLDER,
                or on any person who is automatically entitled to the SHARES
by law, and                                 

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

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37.2     The new SHAREHOLDER'S ownership of the SHARE will not be affected if   
   the sale or disposal of the SHARE was invalid or irregular, or if
        anything that should have been done was not done and is not obliged to
enquire as to how the purchase money (if any) is used.        

38       USING THE PROCEEDS OF THE SALE                                         

     If the directors sell any SHARES under Article 37, the net proceeds
       will first be used to pay off the amount which is then payable to the
   COMPANY. The directors will pay any money left over to the former
    SHAREHOLDER, or to any person who would otherwise be automatically
     entitled to the SHARES by law provided that the COMPANY'S lien will
        also apply to any money left over, to cover any money still due to the
        COMPANY which is not yet payable: the COMPANY has the same rights over
         this money as it had over the SHARES immediately before they were sold.
       If the SHARES are in CERTIFICATED FORM, the COMPANY need not pay over
         anything left under this Article until the certificate representing the
 SHARES sold has been delivered to the COMPANY for cancellation.

39      EVIDENCE OF FORFEITURE OR ENFORCEMENT OF LIEN                         

A director, or the SECRETARY, can make a statutory declaration
declaring:                                                    

 -        that he is a director or the SECRETARY of the COMPANY;

        -        that a SHARE has been properly forfeited or sold to satisfy a
lien under the ARTICLES; and                

-        when the SHARE was forfeited or sold.                

 This will be conclusive evidence of these facts which cannot be
       disputed as against all persons claiming to be entitled to the SHARE.

 CHANGING SHARE RIGHTS

40       CHANGING THE SPECIAL RIGHTS OF SHARES                                  

40.1     If the COMPANY'S share capital is split into different classes of      
        SHARE, and if the COMPANIES ACTS allow this and unless the ARTICLES or
         RIGHTS attached to any class of SHARE say otherwise, the special rights
      which are attached to any of these classes of SHARE can be varied or
 abrogated if this is approved by an extraordinary resolution in
       accordance with Articles 40 and 41. This must be passed at a separate
        meeting of the holders of the relevant class of SHARES. This is called
        a CLASS MEETING. Alternatively, the holders of at least three-quarters
     of the existing SHARES of the relevant class (by nominal value) can
give their consent in writing.                                

40.2     The special rights of a class of SHARES can be varied or abrogated     
     while the COMPANY is a going concern, or while the COMPANY is being
wound up, or if winding up is being considered.               

40.3     All the ARTICLES relating to General Meetings apply, with any necessary
  changes, to a CLASS MEETING, but with the following adjustments:

      -        At least two people who hold (or who act as proxies for) at
              least one third of the total nominal value of the existing
                SHARES of the class are a quorum. However, if this quorum is
             not present at an adjourned CLASS MEETING, one person who
         holds SHARES of the class, or his proxy, is a quorum,
regardless of the number of SHARES he holds.

        -        Anybody who is personally present, or who is represented by a
proxy, can demand a poll.                   

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        -        On a poll, the holders of SHARES will have one vote for every
SHARE of the class which they hold.         

40.4     This Article also applies to the variation or abrogation of special    
        rights of SHARES forming part of a class. Each part of the class which
         is being treated differently is viewed as a separate class in operating
this Article.                                                 

41       MORE ABOUT THE SPECIAL RIGHTS OF SHARES                                

The special rights of SHARES or of any class of SHARES are not
regarded as varied or abrogated if:                           

        -        new SHARES are created, or issued, which rank equally with or
             behind those SHARES or that class of SHARES in sharing in
profits or assets of the COMPANY;           

-        the COMPANY redeems or buys back its own SHARES.     

       But this does not apply if the terms of the SHARES or class of SHARES
expressly provide otherwise.                                  

 TRANSFERRING SHARES

42       SHARE TRANSFERS                                                        

42.1     Unless the ARTICLES provide otherwise, any SHAREHOLDER can transfer    
some or all of his SHARES to another person.                  

42.2     Every transfer of SHARES in CERTIFICATED FORM must be in writing, and  
         either in the usual standard form, or in any other form approved by the
directors.                                                    

42.3     Transfers of UNCERTIFICATED SHARES are to be carried out using a       
RELEVANT SYSTEM and must comply with the CREST REGULATIONS.   

43       MORE ABOUT TRANSFERS OF SHARES IN CERTIFICATED FORM                    

43.1     The transfer form for SHARES in CERTIFICATED FORM must be delivered to 
        the TRANSFER OFFICE (or any other place the directors may decide). The
        directors may refuse to recognise a transfer unless the transfer form:

 -        has with it the share certificate for the SHARES to be
                  transferred and any other evidence which the directors ask for
            to prove that the person wishing to make the transfer is
entitled to do this;                        

        -        is properly stamped (for payment of stamp duty) where this is
required;                                   

  -        is being used to transfer only one class of SHARES; and

-        is in favour of not more than four joint holders.    

43.2     However, if a transfer is by a RECOGNISED CLEARING HOUSE or its nominee
     or by a RECOGNISED INVESTMENT EXCHANGE, a share certificate is only
     needed if a certificate has been issued for the SHARES in question.

43.3     If the SHARE being transferred is a fully PAID-UP SHARE, a share       
        transfer form must be signed by the person making the transfer. If the
       transfer is being made by a company, the share transfer form does not
need to be under that COMPANY'S seal.                         

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43.4      If the SHARE being transferred is not a fully PAID-UP SHARE a share   
        transfer form must also be signed by the person to whom the SHARE is
      being transferred. If the transfer is being made to a COMPANY, the
transfer form does not need to be under that COMPANY'S seal.

43.5      The person making a transfer of SHARES will be treated as continuing  
         to be the SHAREHOLDER until the name of the person to whom a SHARE is
being transferred is put on the REGISTER for that SHARE.    

43.6     No fee is payable to the COMPANY for transferring SHARES or registering
changes relating to the ownership of SHARES.                  

44       THE COMPANY CAN REFUSE TO REGISTER CERTAIN TRANSFERS                   

44.1     The directors can refuse to register a transfer of any SHARES in       
         CERTIFICATED FORM which are not fully PAID-UP. They do not have to give
       any reasons for refusing. But, if any of those SHARES are admitted to
         the official list maintained by the UK LISTING AUTHORITY, the directors
         cannot refuse to register a transfer if this would stop dealings in the
SHARES from taking place on an open and proper basis.         

44.2     If the directors decide not to register a transfer of a SHARE, they    
       must notify the person to whom such SHARE was to be transferred. This
      must be done no later than two months after the COMPANY receives the
transfer (in the case of a SHARE in CERTIFICATED FORM).       

45       CLOSING THE REGISTER                                                   

      The directors can decide to suspend the registration of transfers by
     closing the REGISTER. This can be for part of a day, a day, or more
      than a day. Suspension periods can vary between different classes of
         SHARES. But the REGISTER cannot be closed for more than 30 days a year.
        In the case of SHARES in UNCERTIFICATED FORM, the REGISTER must not be
  closed without the consent of the OPERATOR of a RELEVANT SYSTEM.

46       OVERSEAS BRANCH REGISTERS                                              

         The COMPANY can use all the powers that the COMPANIES ACTS give to keep
    an overseas branch register. The directors can make and change any
      regulations they decide on relating to this register, as long as the
COMPANIES ACTS allow this.                                    

PERSONS AUTOMATICALLY ENTITLED TO SHARES BY LAW 

47       WHEN A SHAREHOLDER DIES                                                

47.1     When a sole SHAREHOLDER dies (or a SHAREHOLDER who is the last survivor
         of joint SHAREHOLDERS dies), his legal personal representatives will be
      the only people whom the COMPANY will recognise as being entitled to
his SHARES.                                                   

47.2     If a SHAREHOLDER who is a joint SHAREHOLDER dies, the remaining joint  
     SHAREHOLDER or SHAREHOLDERS will be the only people who the COMPANY
will recognise as being entitled to his SHARES.               

47.3     This Article does not discharge the estate of any joint SHAREHOLDER    
from any liability.                                           

48       REGISTERING PERSONAL REPRESENTATIVES                                   

   A person who becomes automatically entitled to a SHARE by law can
   either be registered as the SHAREHOLDER, or can select some other
person to whom the SHARE is to be transferred. The            

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       person who is automatically entitled by law must provide any evidence
   of his entitlement which is reasonably required by the directors.

49       A PERSON WHO WANTS TO BE REGISTERED MUST GIVE NOTICE                   

        If a person who is automatically entitled to SHARES by law wants to be
      registered as a SHAREHOLDER, he must deliver or send a notice to the
  COMPANY saying that he has made this decision. He must sign this
      notice, and it must be in the form which the directors require. This
        notice will be treated as a transfer form and all of the provisions of
       these ARTICLES about registering transfers of SHARES apply to it. The
       directors have the same power to refuse to register the automatically
        entitled person as they would have had in deciding whether to register
     a transfer by the person who was previously entitled to the SHARES.

50       HAVING ANOTHER PERSON REGISTERED                                       

       If a person who is automatically entitled to a SHARE by law wants the
      SHARE to be transferred to another person, he must do the following:

       -        for a SHARE in CERTIFICATED FORM sign a transfer form to the
person he has selected; and                 

         -        for a SHARE in UNCERTIFICATED FORM transfer such SHARE using a
RELEVANT SYSTEM.                            

    The directors have the same power to refuse to register the person
   selected as they would have had in deciding whether to register a
   transfer by the person who was previously entitled to the SHARES.

51       THE RIGHTS OF PEOPLE AUTOMATICALLY ENTITLED TO SHARES BY LAW           

51.1     A person who is automatically entitled to a SHARE by law is entitled to
       any dividends or other money relating to the SHARE, even though he is
       not registered as the holder of that SHARE. However, if the directors
  have served a notice on any such person requesting him to choose
        between registering himself or transferring the SHARE, and such person
   does not comply with the notice within 90 days, the directors can
 withhold the dividend and other money until the notice has been
properly complied with.                                       

51.2     Unless and until he is registered as a SHAREHOLDER the person          
automatically entitled to a SHARE by law is not entitled:     

        -       to receive notices of General Meetings, or to attend or vote
at these meetings; and                      

    -       (subject to Article 51.1) to any of the other rights and
                benefits of being a SHAREHOLDER, unless the directors decide
to allow this.                              

 SHAREHOLDERS WHO CANNOT BE TRACED

52       SHAREHOLDER WHO CANNOT BE TRACED                                       

52.1     The COMPANY can sell any SHARES at the best price reasonably obtainable
if:                                                           

        -        during the previous 12 years, at least three dividends on the
       SHARES have been payable and none has been claimed;

   -        after this 12-year period, the COMPANY announces that it
               intends to sell the SHARES by placing an advertisement in a
UNITED KINGDOM national newspaper and in a  

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              newspaper appearing in the area which includes the address
           held by the COMPANY for serving notices relating to the
SHARES; and                                 

     -        during this 12-year period, and for three months after the
                 last advertisement appears in the newspapers, the COMPANY has
                received no indication as to the whereabouts or existence of
                  the SHAREHOLDER or any person who is automatically entitled to
the SHARES by law.                          

52.2     To sell any SHARES in this way, the COMPANY can authorise any person to
       transfer the SHARES. This transfer will be just as effective as if it
      had been made by the registered holder of the SHARES, or by a person
      who is automatically entitled to the SHARES by law. The ownership of
         the person to whom the SHARES are transferred will not be affected even
if the sale is irregular or invalid in any way.               

52.3     The net sale proceeds belong to the COMPANY until claimed under this   
    Article, but it must pay these to the SHAREHOLDER who could not be
         traced, or to the person who is automatically entitled to the SHARES by
law, if that SHAREHOLDER, or that other person, asks for it.  

52.4     The COMPANY must record the name of that SHAREHOLDER, or the person who
         was automatically entitled to the SHARES by law, as a creditor for this
        money in its accounts. The money is not held on trust, and no interest
      is payable on the money. The COMPANY can keep any money which it has
        earned on the net sale proceeds. The COMPANY can use the money for its
    business, or it can invest the money in any way that the directors
         decide. But the money cannot be invested in the COMPANY'S SHARES, or in
the SHARES of any holding company of the COMPANY.             

52.5     In the case of UNCERTIFICATED SHARES, this Article is subject to any   
restrictions which apply under the CREST REGULATIONS.         

GENERAL MEETINGS

53       THE ANNUAL GENERAL MEETING                                             

      Except as provided in the COMPANIES ACTS, each year the COMPANY must
  hold an Annual General Meeting, in addition to any other General
    Meetings which are held in the year. The notice calling the Annual
 General Meeting must say that the meeting is the Annual General
     Meeting. There must not be a gap of more than 15 months between one
         Annual General Meeting and the next. The Annual General Meeting must be
       held in accordance with the COMPANIES ACTS. The directors must decide
when and where to hold the Annual General Meeting.            

54       EXTRAORDINARY GENERAL MEETINGS                                         

        If a General Meeting is not an Annual General Meeting, it is called an
Extraordinary General Meeting.                                

55       CALLING AN EXTRAORDINARY GENERAL MEETING                               

      The directors can decide to call an Extraordinary General Meeting at
       any time. Extraordinary General Meetings must also be called promptly
        in response to a requisition by SHAREHOLDERS under the COMPANIES ACTS.
         If an Extraordinary General Meeting is not called in response to such a
   request by SHAREHOLDERS, it can be called by the SHAREHOLDERS who
    requested the Extraordinary General Meeting in accordance with the
COMPANIES ACTS. Any Extraordinary                             

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    General Meeting requisitioned in this way by SHAREHOLDERS shall be
  called in the same manner as nearly as possible to that in which
         General Meetings are called by the directors. The directors must decide
when and where to hold an Extraordinary General Meeting.      

56       NOTICE OF GENERAL MEETINGS                                             

56.1     At least 21 clear days' notice in writing (or, where the COMPANIES ACTS
    permit, by ELECTRONIC MAIL) must be given for every Annual General
        Meeting and for any other General Meeting where it is proposed to pass
        a special resolution or to pass some other resolution of which special
    notice under the COMPANIES ACTS has been given to the COMPANY. For
       every other General Meeting at least 14 clear days' notice in writing
   (or, where the COMPANIES ACTS permit, by ELECTRONIC MAIL) must be
given.                                                        

However, a shorter period of notice can be given:             

 -        for an Annual General Meeting, if all the SHAREHOLDERS
entitled to attend and vote agree; or       

     -        for an Extraordinary General Meeting, if a majority of the
            SHAREHOLDERS entitled to attend and vote agree and those
                  SHAREHOLDERS hold at least 95 per cent by nominal value of the
SHARES which can be voted at the meeting.   

56.2     Any notice of General Meeting must state:                              

-        where the General Meeting is to be held;             

-        the date and time of the General Meeting;            

     -        the general nature of the business of the General Meeting;

        -        if any resolution will be proposed as a special resolution or
extraordinary resolution; and               

         -        in a reasonably prominent place that a SHAREHOLDER entitled to
                 attend and vote can appoint one or more proxies (who need not
              be SHAREHOLDERS) to attend, speak and vote instead of that
SHAREHOLDER.                                

56.3     Notices of General Meetings must be given to the SHAREHOLDERS, except  
        in cases where the ARTICLES or the RIGHTS attached to the SHARES state
     that the holders are not entitled to receive them from the COMPANY.
       Notice must also be given to the COMPANY'S auditors. The day when the
      notice is served (see Article 144), or is treated as served, and the
       day of the General Meeting do not count towards the period of notice.
        In relation to any class of SHARES some of which are in UNCERTIFICATED
     FORM the COMPANY can decide that only people who are entered on the
       REGISTER at the close of business on a particular day are entitled to
      receive such a notice. That day shall be a day chosen by the COMPANY
and falling not more than 21 days before the notice is sent.  

56.4     Unless the COMPANIES ACT 1985 does not require it, the COMPANY must, on
 the requisition in writing of such number of SHAREHOLDERS as is
specified in the COMPANIES ACT 1985, send to SHAREHOLDERS:    

        -        entitled to receive notice of the next Annual General Meeting
                  notice of any resolution which may properly be proposed and is
intended to be proposed at that meeting; and

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-        entitled to receive notice of any General Meeting any
                 statement of not more than one thousand words with respect to
            the matter referred to in any proposed resolution or the
business to be dealt with at that meeting.  

      Notice of any such resolution shall be given, and any such statement
      shall be circulated, to SHAREHOLDERS of the COMPANY entitled to have
      notice of the General Meeting sent to them. The cost of this, unless
      the COMPANY decides otherwise, must be borne by the requisitionists.

PROCEEDINGS AT GENERAL MEETINGS 

57       THE CHAIRMAN OF A GENERAL MEETING                                      

57.1     The Chairman of the directors will be the chairman at every General    
Meeting, if he is present and willing to take the chair.      

57.2     If the COMPANY does not have a Chairman, or if the Chairman is not     
     present and willing to chair the General Meeting, a Deputy Chairman
        will chair the meeting if he is present and willing to take the chair.

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

57.4     If the COMPANY does not have a Chairman or a Deputy Chairman, or if    
        neither the Chairman or any Deputy Chairman are present and willing to
         chair the General Meeting, after waiting ten minutes from the time that
      a meeting is due to start, the directors who are present will choose
     one of themselves to act as chairman. If there is only one director
present, he will be chairman if he is willing.                

57.5     If there is no director present and willing to be chairman, then the   
    SHAREHOLDERS who are personally present at the General Meeting and
   entitled to vote will decide which one of them is to be chairman.

57.6     To avoid any doubt, nothing in these ARTICLES restricts or excludes any
       of the powers or rights of a chairman of a meeting which are given by
the general law.                                              

58       SECURITY, AND OTHER ARRANGEMENTS AT GENERAL MEETINGS                   

      Either the chairman of a General Meeting, or the SECRETARY, can take
     any action he considers necessary (including adjourning the General
Meeting) for:                                                 

         -        the safety of people attending a General Meeting (for example,
                if there is not enough room for the SHAREHOLDERS and proxies
who want to attend the General Meeting); or 

        -        proper and orderly conduct at a General Meeting (for example,
            where the behaviour of someone present could prevent the
           business of the General Meeting being carried out in an
orderly way); or                            

         -        any other reason to make sure that the business of the General
Meeting can be properly carried out.        

     Where the chairman of a General Meeting or the SECRETARY decides to
   adjourn a General Meeting in this way, he can adjourn the General
Meeting to a time, date and place he decides                  

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       (or indefinitely). He does not need the agreement of those present at
the General Meeting to do this.                               

59       OVERFLOW MEETING ROOMS                                                 

      The directors can arrange for any people who they consider cannot be
        seated in the main meeting room, where the chairman will be, to attend
      and take part in a General Meeting in an overflow room or rooms. Any
      overflow room must have a live video and two way sound link with the
    main room for the General Meeting, where the chairman will be. The
         video and sound link must enable those in all the rooms to see and hear
        what is going on in the other rooms. The notice of the General Meeting
       does not have to give details of any arrangements under this Article.
        The directors can decide on how to divide people between the main room
  and any overflow room. If any overflow room is used, the General
      Meeting will be treated as being held, and taking place, in the main
room.                                                         

60       THE QUORUM NEEDED FOR GENERAL MEETINGS                                 

      Before a General Meeting starts to conduct business, there must be a
   quorum present. If there is not, the meeting cannot carry out any
 business. Unless other Articles say otherwise, a quorum for all
         purposes is two people who are entitled to vote. They can be personally
present or proxies for SHAREHOLDERS or duly authorised COMPANY
   REPRESENTATIVES or a combination of SHAREHOLDERS, duly authorised
COMPANY REPRESENTATIVES for COMPANIES and proxies.            

61       THE PROCEDURE IF THERE IS NO QUORUM                                    

61.1     This Article 61 applies if a quorum is not present either within 30    
        minutes of the time fixed for a General Meeting to start or within any
         longer period (being no longer than an hour from the time fixed for the
    General Meeting to start) on which the chairman may decide. If the
       General Meeting was called by SHAREHOLDERS it is cancelled. Any other
      General Meeting is adjourned to the same day in the next week (or if
that day is a public holiday, then the next day which is not a
      Saturday, Sunday or public holiday) at the same time and place or to
any other day and time and place which the directors decide.  

61.2     If a quorum is not present within 15 minutes of the time fixed for the 
        start of the adjourned meeting, the adjourned General Meeting shall be
cancelled.                                                    

62       ADJOURNING MEETINGS                                                    

62.1     Subject to Article 58, the chairman of a General Meeting can adjourn a 
        meeting which has a quorum present, if this is agreed by those present
        at the General Meeting. This can be to a time, date and place proposed
        by the chairman or may be an indefinite adjournment. The chairman must
       adjourn the General Meeting if the General Meeting directs him to. In
  these circumstances the General Meeting will decide how long the
         adjournment will be, and where it will adjourn to. If a General Meeting
      is adjourned indefinitely, the directors will fix the time, date and
place of the adjourned General Meeting.                       

62.2     General Meetings can be adjourned more than once. But if a General     
      Meeting is adjourned for more than 30 days or indefinitely, at least
      seven days' notice must be given of the adjourned General Meeting in
     the same way as was required for the original General Meeting. If a
         General Meeting is adjourned for less than 30 days, there is no need to
        give notice of the adjourned General Meeting, or about the business to
be considered there.                                          

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62.3     An adjourned General Meeting can only deal with business that could    
    have been dealt with at the original General Meeting before it was
adjourned.                                                    

63       AMENDING RESOLUTIONS                                                   

      If the chairman of a General Meeting, acting in good faith, rules an
       amendment to a resolution out of order, any error in that ruling will
not affect the validity of a vote on the original resolution. 

VOTING PROCEDURES 

64       HOW VOTES ARE TAKEN                                                    

64.1     All SUBSTANTIVE RESOLUTIONS will only be decided on a poll. All        
  PROCEDURAL RESOLUTIONS will be decided by a show of hands of the
       SHAREHOLDERS present in person or by proxy, unless a poll is demanded
     when, or before, the result of the show of hands is declared by the
chairman. A poll can be demanded by:                          

-        the chairman of the General Meeting;                 

      -        at least two SHAREHOLDERS at the General Meeting (including
                 proxies of SHAREHOLDERS entitled to vote) who are entitled to
vote;                                       

  -        one or more SHAREHOLDERS at the General Meeting who are
                entitled to vote (including proxies of SHAREHOLDERS entitled
                to vote) and who have, between them, at least 10 per cent of
                  the total votes of all SHAREHOLDERS who have the right to vote
at the General Meeting; or                  

       -        one or more SHAREHOLDERS who have SHARES which allow them to
                  vote at the General Meeting (including proxies of SHAREHOLDERS
                 entitled to vote), where the total amount which has been PAID
               UP on their SHARES is at least 10 per cent of the total sum
             paid up on all SHARES which give the right to vote at the
General Meeting.                            

64.2     A demand for a poll can be withdrawn if the chairman agrees to this. If
        a poll is demanded, and this demand is then withdrawn, any declaration
         by the chairman of the result of a vote on that resolution by a show of
 hands, which was made before the poll was demanded, will stand.

65       HOW A POLL IS TAKEN                                                    

65.1     If a poll is demanded or held in the way allowed by the ARTICLES, the  
        chairman of the General Meeting can decide where, when and how it will
      be carried out. The result is treated as the decision of the General
      Meeting where the poll was demanded, even if the poll is carried out
after the General Meeting.                                    

65.2     The chairman can:                                                      

       -        decide that a ballot, voting papers or tickets will be used;

-        appoint one or more scrutineers (who need not be     
shareholders);                              

      -        decide to adjourn the General Meeting to such day, time and
                  place as he decides for the result of the poll to be declared.

65.3     If a poll is called, a SHAREHOLDER can vote either personally or by his
         proxy. If a SHAREHOLDER votes on a poll, he does not have to use all of
his votes or cast all his votes in the same way.              

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66       WHERE THERE CANNOT BE A POLL                                           

      Notwithstanding any other provision in these ARTICLES, a poll is not
      allowed on a vote to elect a chairman of a General Meeting, nor is a
 poll allowed on a vote to adjourn a General Meeting, unless the
chairman of the General Meeting demands a poll.               

67       A GENERAL MEETING CONTINUES AFTER A POLL IS DEMANDED                   

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

68       TIMING OF A POLL                                                       

     A poll on a resolution to adjourn the General Meeting must be taken
        immediately at the General Meeting. Any other poll can either be taken
       immediately at the General Meeting or within 30 days from the date it
     was demanded and at a time and place decided on by the chairman. No
     notice is required for a poll which is not taken immediately if the
        time and place at which it is to be taken are announced at the General
    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.                                      

69       THE CHAIRMAN'S CASTING VOTE                                            

     If the votes are equal, either on a show of hands or on a poll, the
         chairman of the General Meeting is entitled to a further, casting vote.
         This is in addition to any other votes which the chairman may have as a
SHAREHOLDER, or as a proxy.                                   

70       THE EFFECT OF A DECLARATION BY THE CHAIRMAN                            

       The following applies when there is a vote by a show of hands, and no
poll is demanded, or any demand for a poll is withdrawn. A    
   corresponding entry in the minute book is conclusive proof of the
following declarations by the chairman of the General Meeting:

-        a resolution has been carried;                       

-        a resolution has been carried unanimously;           

  -        a resolution has been carried by a particular majority;

-        a resolution has been lost; or                       

-        a resolution has been lost by a particular majority. 

        There is no need to prove the validity, number, or proportion of votes
recorded for or against a resolution.                         

 VOTING RIGHTS

71       THE VOTES OF SHAREHOLDERS                                              

   At a General Meeting, on a show of hands every SHAREHOLDER who is
        present in person and every person present who has been duly appointed
   as a proxy shall have one vote, provided that each such person is
       entitled to attend and vote at that General Meeting. Where there is a
   poll, a SHAREHOLDER who is present in person (or by proxy) who is
       entitled to be present and to vote has one vote for every SHARE which
       he holds. This is subject to any special rights or restrictions which
 are given to any class OF SHARES by, or in accordance with, the
ARTICLES.                                                     

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72       SHAREHOLDERS WHO OWE MONEY TO THE COMPANY                              

         Unless the ARTICLES provide otherwise, the only people who are entitled
    to attend and/or vote at General Meetings or to exercise any other
         right conferred by being a SHAREHOLDER in relation to General Meetings,
     are SHAREHOLDERS who have paid the COMPANY all calls, and all other
         sums, relating to their SHARES which are due at the time of the General
        Meeting. This applies both to attending the General Meeting personally
and to appointing a proxy.                                    

73       SUSPENSION OF RIGHTS ON NON-DISCLOSURE OF INTEREST                     

73.1     This Article applies if any SHAREHOLDER, or any person appearing to be 
         interested in SHARES held by that SHAREHOLDER, has been properly served
      with a notice under Section 212 of the COMPANIES ACT 1985, requiring
       information about interests in SHARES, and has failed for a period of
  14 days from the date of the notice to supply to the COMPANY the
         information required by that notice. Then (subject to the provisions of
         this Article and unless the directors otherwise decide) the SHAREHOLDER
     is not (for so long as the failure continues) entitled to attend or
     vote either personally or by proxy at a SHAREHOLDERS' MEETING or to
    exercise any other right in relation to a SHAREHOLDERS' MEETING as
holder of:                                                    

       -        the SHARES in relation to which the default occurred (called
DEFAULT SHARES);                            

    -        any further SHARES which are issued in respect of DEFAULT
SHARES; and                                 

       -        any other SHARES held by the SHAREHOLDER holding the DEFAULT
SHARES.                                     

73.2     Any person who acquires SHARES subject to restrictions under Article   
73.1 is subject to the same restrictions, unless:             

       -        the transfer was an APPROVED TRANSFER (see Article 73.9); or

   -        the transfer was by a SHAREHOLDER who was not himself in
               default in supplying the information required by the notice
           under Article 73.1 and a certificate in accordance with
Article 73.3 is provided.                   

73.3     Where the DEFAULT SHARES represent 0.25 per cent or more of the        
 existing SHARES of a class, the directors can in their absolute
     discretion by notice (a DIRECTION NOTICE) to the SHAREHOLDER direct
that:                                                         

        -        any dividend or part of a dividend or other money which would
                otherwise be payable on the DEFAULT SHARES shall be retained
              by the COMPANY (without any liability to pay interest when
               that dividend or money is finally paid to the SHAREHOLDER);

   -        the SHAREHOLDER will not be allowed to choose to receive
                SHARES in place of dividends in accordance with Article 135;
and/or                                      

         -        subject to Article 73.4, no transfer of any of the SHARES held
 by the SHAREHOLDER will be registered unless:

             -        either the transfer is an APPROVED TRANSFER (see
Article 73.9);            

            -        or the SHAREHOLDER is not himself in default as
                         regards supplying the information required; and (in
this case)                

                        -     the transfer is of part only of his holding;
and           

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                         -     when presented for registration, the transfer
                        is accompanied by a certificate by the
                                 SHAREHOLDER. This certificate must be in a form
                              satisfactory to the directors and state that
                               after due and careful enquiry the SHAREHOLDER
                               is satisfied that none of the SHARES included
                     in the transfer are DEFAULT SHARES.

73.4     Any direction notice can treat SHARES of A SHAREHOLDER in CERTIFICATED 
         and UNCERTIFICATED FORM as separate shareholdings and either apply only
       to SHARES in CERTIFICATED FORM or to SHARES in UNCERTIFICATED FORM or
         apply differently to SHARES in CERTIFICATED and UNCERTIFICATED FORM. In
      the case of SHARES in UNCERTIFICATED FORM the directors can only use
        their discretion to prevent a transfer if this is allowed by the CREST
REGULATIONS.                                                  

73.5     The COMPANY must send a copy of the DIRECTION NOTICE to each other     
  person who appears to be interested in the SHARES covered by the
notice, but if it fails to do so, this does not invalidate the
DIRECTION NOTICE.                                             

73.6     A DIRECTION NOTICE has the effect which it states while the default    
     resulting in the notice continues. It then ceases to apply when the
     directors decide (which they must do within one week of the default
       being cured). The COMPANY must give the SHAREHOLDER immediate written
notice of the directors' decision.                            

73.7     A DIRECTION NOTICE also ceases to apply to any SHARES which are        
         transferred by a SHAREHOLDER in a transfer permitted under Article 73.3
even where a DIRECTION NOTICE restricts transfers.            

73.8     For the purposes of this Article a person is treated as appearing to be
      interested in any SHARES if the SHAREHOLDER holding those SHARES has
       been served with a notice under Section 212 of the COMPANIES ACT 1985
and:                                                          

        -        the SHAREHOLDER has named that person as being so interested;
or                                          

        -        (after taking into account the response of the SHAREHOLDER to
              the notice and any other relevant information) the COMPANY
                  knows or reasonably believes that the person in question is or
may be interested in the SHARES.            

73.9     For the purposes of this Article a transfer of SHARES is an APPROVED   
TRANSFER if:                                                  

       -        it is a transfer of SHARES to an offerer under an acceptance
of a TAKEOVER OFFER; or                     

   -        the directors are satisfied that the transfer is made in
            connection with a sale in good faith of the whole of the
              beneficial ownership of the SHARES to a person unconnected
           with the SHAREHOLDER or with any person appearing to be
            interested in the SHARES. This includes such a sale made
               through a RECOGNISED INVESTMENT EXCHANGE or any other stock
              exchange outside the UNITED KINGDOM on which the COMPANY'S
                  SHARES are normally traded. For this purpose any associate (as
             that word is defined in Section 435 of the Insolvency Act
               1986) is included amongst the people who are connected with
               the SHAREHOLDER or any person appearing to be interested in
the SHARES.                                 

73.10    Where a person who has an interest in AMERICAN DEPOSITARY SHARES       
        receives a notice under this Article 73, that person is considered for
      the purposes of this Article 73 to have an interest in the number of
 SHARES represented by those AMERICAN DEPOSITARY SHARES which is
        specified in the notice and not in the remainder of the SHARES held by
the ADR DEPOSITARY.                                           

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73.11    Where the ADR DEPOSITARY receives a notice under this Article 73, the  
         ADR DEPOSITARY shall only be required to supply information relating to
         any person who has an interest in the SHARES held by the ADR DEPOSITARY
      which has been recorded by the ADR DEPOSITARY under the arrangements
         made with the COMPANY (including in the PROXY REGISTER maintained under
Article 163) when it was appointed as the ADR DEPOSITARY.     

73.12    This Article does not restrict in any way the provisions of the        
    COMPANIES ACT which apply to failures to comply with notices under
Section 212 of that Act.                                      

74       VOTES OF SHAREHOLDERS WHO ARE OF UNSOUND MIND                          

74.1     This Article 74 applies where a court which claims jurisdiction to     
       protect people who are unable to manage their own affairs has made an
    order detaining a shareholder or appointing a person to manage his
property or affairs.                                          

74.2     The receiver or other person appointed by the court order to act for   
         the SHAREHOLDER can vote for the SHAREHOLDER on a show of hands or on a
     poll at General Meetings. However, this Article only applies if the
 receiver or other person appointed by the court delivers to the
        TRANSFER OFFICE (or the place stated in the notice for the delivery of
       the PROXY FORM) at least 48 hours before the relevant General Meeting
   (or adjourned General Meeting) such evidence as the directors may
require of such person's authority to act.                    

74.3     If the receiver or other person appointed by the court fails to deliver
         the appropriate evidence to the TRANSFER OFFICE (or the place stated in
    the PROXY FORM) in accordance with Article 74.2, the right to vote
shall not be exercisable.                                     

75       THE VOTES OF JOINT HOLDERS                                             

       Where a SHARE is held by joint SHAREHOLDERS any one joint SHAREHOLDER
    can vote at any General Meeting (either personally or by proxy) in
        respect of such SHARE AS if he were the only SHAREHOLDER. If more than
      one of the joint SHAREHOLDERS votes (either personally or by proxy),
       the only vote which will count is the vote of that one of them who is
listed first on the REGISTER for the SHARE.                   

 PROXIES

76       APPOINTMENT OF PROXIES                                                 

76.1     Any SHAREHOLDER may appoint another person, who need not be another    
      SHAREHOLDER, as his proxy to act at a General Meeting on his behalf.

76.2     Proxies may also be appointed to act at General Meetings in the        
        circumstances, and in the manner, provided for in Articles 158.2, 162,
         164, 165 and 168, and Articles 76 to 80 should be read subject to their
terms.                                                        

76.3     A SHAREHOLDER can appoint more than one proxy to attend on the same    
occasion.                                                     

77       COMPLETING PROXY FORMS                                                 

77.1     A PROXY FORM:                                                          

-        must be in writing; and                              

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

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77.2     A PROXY FORM Given by:                                                 

         -        an individual must be signed by the SHAREHOLDER appointing the
            proxy, or by an agent who has been properly appointed in
writing; or                                 

        -        a COMPANY must be sealed with the COMPANY'S seal or signed by
                 an officer who is authorised to act on behalf of the COMPANY.

         Unless the contrary is shown, the directors are entitled to assume that
         where a PROXY FORM purports to have been signed by an officer on behalf
    of a COMPANY that such officer was duly authorised by such COMPANY
without requiring any further evidence. Signatures need not be
witnessed.                                                    

77.3     All notices convening General Meetings which are sent to SHAREHOLDERS  
      entitled to vote at the General Meeting, must, at the expense of the
   COMPANY, be accompanied by a PROXY FORM. The PROXY FORM must make
provision for two-way voting on all resolutions intended to be
proposed, other than resolutions which are merely procedural. 

77.4     The accidental omission to send out a PROXY FORM to a SHAREHOLDER      
   entitled to it (or non receipt by him of the PROXY FORM) will not
        invalidate any resolution passed or proceedings at the General Meeting
to which the PROXY FORM relates.                              

78       DELIVERING PROXY FORMS                                                 

78.1     A PROXY FORM must be delivered to the place stated in the notice of the
      General Meeting, or in the PROXY FORM, or, if no place is stated, to
      the TRANSFER OFFICE or, if the directors decide to accept proxies by
      ELECTRONIC MAIL, in the way and to the ADDRESS that they specify. It
must be delivered at least:                                   

  -        48 hours before a General Meeting, an adjourned General
              Meeting or a poll taken on the same day as the meeting; or

       -        24 hours before a poll is taken, if the poll is not taken on
            the same day as the General Meeting or adjourned General
Meeting.                                    

78.2     To the extent that the COMPANIES ACTS permit, directors can decide to  
accept proxies delivered by ELECTRONIC MAIL, subject to any   
  limitations, restrictions or conditions they decide to apply and
      Articles 77.1 and 77.2 may be disapplied in relation to a PROXY FORM
delivered in this way.                                        

78.3     If a PROXY FORM is signed by an agent, the power of attorney or other  
         authority relied on to sign it, or a copy which has been certified by a
         notary, or certified in some other way specified by the directors, must
  (if required by the COMPANY) be delivered with the PROXY FORM in
        accordance with the instructions for delivery of PROXY FORMS which are
       set out in the notice of General Meeting or on the PROXY FORM, unless
   the power of attorney or other form of authority has already been
registered with the COMPANY.                                  

78.4     If this Article 78 is not complied with, the proxy will not be able to 
act for the person who appointed him.                         

78.5     If a PROXY FORM which relates to several General Meetings has been     
 properly delivered for one General Meeting or adjourned General
       Meeting, it does not need to be delivered again for any later General
Meeting which the PROXY FORM covers.                          

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78.6     Unless the PROXY FORM says otherwise, it will be valid at an adjourned 
         General Meeting as well as for the original General Meeting to which it
relates.                                                      

78.7     A SHAREHOLDER can attend and vote at a General Meeting on a show of    
        hands or on a poll even if he has appointed a proxy to attend and vote
       at that meeting. However, if he votes in person on a resolution, then
   as regards that resolution his appointment of a proxy will not be
valid.                                                        

79       CANCELLATION OF PROXY'S AUTHORITY                                      

79.1     Any vote cast in the way a PROXY FORM authorises, or any demand for a  
poll made by a proxy, will be valid even though:              

    -        the SHAREHOLDER who appointed the proxy has died or is of
unsound mind;                               

-        the PROXY FORM has been revoked; or                  

        -        the authority of the person who signed the PROXY FORM for the
SHAREHOLDER has been revoked.               

79.2     However, this does not apply if written notice of the fact has been    
    received at the TRANSFER OFFICE (or at such other place within the
     UNITED KINGDOM which is specified for the deposit of PROXY FORMS in
accordance with these ARTICLES) before:                       

      -        the General Meeting or adjourned General Meeting starts; or

-        the time fixed on a later day to take a poll,        

when the vote is taken or poll demanded.                      

80       AUTHORITY OF PROXIES                                                   

80.1     A proxy is entitled to speak at a General Meeting.                     

80.2     A PROXY FORM gives the proxy the authority to demand a poll, or to join
    others in demanding one. A demand for a poll made by a proxy for a
       SHAREHOLDER is treated in the same way as a demand by the SHAREHOLDER
himself.                                                      

80.3     Unless the PROXY FORM provides otherwise, a PROXY FORM entitles a proxy
         to vote on any amendment to a resolution put to the General Meeting for
which it was given as the proxy thinks fit.                   

81       REPRESENTATIVES OF COMPANIES                                           

81.1     A COMPANY which is a SHAREHOLDER can authorise any person to act as its
       representative at any General Meeting which it is entitled to attend.
       This person is called a COMPANY REPRESENTATIVE. The directors of that
       COMPANY must pass a resolution to appoint the COMPANY REPRESENTATIVE.
        If the governing body of that COMPANY is not a board of directors, the
resolution can be passed by its governing body. A COMPANY     
     REPRESENTATIVE can exercise all the powers on behalf of the COMPANY
       which the COMPANY could exercise if it were an individual SHAREHOLDER
      present at the General Meeting in person. This includes the power to
       vote on a show of hands when the COMPANY REPRESENTATIVE is present in
person at a General Meeting.                                  

81.2     Any vote cast by a COMPANY REPRESENTATIVE, and any demand he makes for 
         a poll, is valid even if he is, for any reason, no longer authorised to
       represent the COMPANY. However, this does not apply if written notice
  of the fact that he is no longer authorised has been received at

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       the TRANSFER OFFICE (or at such other place within the UNITED KINGDOM
      which is specified for the deposit of PROXY FORMS in accordance with
these ARTICLES) before the deadlines which apply to notice of 
cancellation of proxies under Article 79.                     

82       CHALLENGING VOTES                                                      

      Any objection to the right of any person to vote or the way in which
     the votes have been counted must be made at the General Meeting (or
        adjourned General Meeting) at which the vote is cast. If a vote is not
      disallowed at the General Meeting, it is valid for all purposes. Any
        such objection must be raised with the chairman of the General Meeting
 and will only change the decision of the General Meeting on any
         resolution if the chairman of the General Meeting decides that the vote
 cast may have affected the decision of the General Meeting. His
  decision on matters referred to him under this Article is final.

 DIRECTORS

83       THE NUMBER OF DIRECTORS                                                

There must be at least three directors (other than ALTERNATE  
      DIRECTORS), but the SHAREHOLDERS can vary the number of directors by
passing an ordinary resolution.                               

84       QUALIFICATION TO BE A DIRECTOR                                         

   A director need not be a SHAREHOLDER, but A director who is not a
        SHAREHOLDER is entitled to attend and speak at SHAREHOLDERS' MEETINGS.

85       DIRECTORS' FEES AND EXPENSES                                           

85.1     Each of the directors shall be paid a fee for his services. The        
     directors can decide on the amount, timing and manner of payment of
         directors' fees, but the total of the fees paid to all of the directors
       (excluding amounts paid as special PAY under Article 86, amounts paid
      as expenses under Article 87 and any payments under Article 88) must
not exceed:                                                   

-        (pound)1.5 million a year; or                        

   -        any higher sum decided on by an ordinary resolution at a
General Meeting.                            

This remuneration shall accrue from day to day.               

85.2     Unless an ordinary resolution is passed which provides otherwise, the  
      fees will be divided between some or all of the directors in the way
   that they decide. If they fail to decide, the fees will be shared
        equally by the directors, except that any director holding office as a
 director for only part of the period covered by the fee is only
entitled to a pro rata share covering that broken period.     

86       SPECIAL PAY                                                            

86.1     The directors can award special PAY if any director performs extra or  
special services of any kind including:                       

-        holding any executive post;                          

     -        acting as chairman or deputy chairman (whether or not this
office is executive or non-executive);      

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   -        travelling or staying outside his main residence for any
business or purposes of the COMPANY; and    

-        serving on any committee of the directors.           

86.2     Special PAY can take the form of salary, commission or other benefits  
         or expenses or more than one of such forms or can be paid in some other
    way. This is decided on by the directors and may be a fixed sum or
       percentage of profits or otherwise. Such special PAY can be either in
         addition to or instead of any other fees, expenses and other benefits a
director may be entitled to receive.                          

87       DIRECTORS' EXPENSES                                                    

         In addition to any fees and expenses paid under Articles 85 and 86, the
     COMPANY will repay to a director all expenses properly incurred in:

-        attending and returning from SHAREHOLDERS' MEETINGS; 

-        attending and returning from directors' meetings;    

     -        attending and returning from meetings of committees of the
directors; or                               

-        in or with a view to the performance of their duties.

88       DIRECTORS' PENSIONS AND OTHER BENEFITS                                 

88.1     The directors may PAY or provide:                                      

-        pensions;                                            

-        annual payments;                                     

-        gratuities; or                                       

-        other allowances or benefits                         

         to any people who are, or who were, directors who had a salary or place
       of profit with the COMPANY or with any COMPANY which is or has been a
       SUBSIDIARY of the COMPANY or a predecessor in business of the COMPANY
  or any such SUBSIDIARY. The directors can decide to extend these
    arrangements to any member of his family (including a spouse and a
     former spouse) or to any person who was or is dependent on him. The
     directors can also decide to contribute (before as well as after he
       ceases to receive a salary or occupy a place of profit) to any scheme
 or fund or to pay premiums to a third party for these purposes.

88.2    No director or former director is accountable to the COMPANY or its   
      SHAREHOLDERS for a benefit of any kind given in accordance with this
        Article. The receipt of a benefit of any kind given in accordance with
 this Article does not prevent a person from being or becoming a
director.                                                     

89       APPOINTING DIRECTORS TO VARIOUS POSTS                                  

89.1     The directors can appoint any director as chairman, or a deputy        
        chairman, or to any executive position on which they decide. So far as
the COMPANIES ACTS allow, they can decide on how long these   
       appointments will be for, and on their terms. Subject to the terms of
any contract with the COMPANY, they can also vary or end these
appointments.                                                 

89.2     A director will automatically stop being chairman, deputy chairman,    
         managing director, deputy managing director, joint managing director or
assistant managing director if he is no longer a              

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       director. Other executive appointments will only stop if the contract
or resolution appointing the director to a post says so. If a 
    director's appointment ends because of this Article, this does not
      prejudice any claim for breach of contract against the COMPANY which
may otherwise apply.                                          

89.3     The directors can delegate to a director appointed to an executive post
      any of the powers which they jointly have as directors. These powers
 can be delegated on such terms and conditions as decided by the
      directors either in parallel with, or in place of, the powers of the
    directors acting as a board. The directors can change the basis on
   which these powers are given or withdraw them from the executive.

CHANGING DIRECTORS

90       AGE LIMITS                                                             

90.1     Provisions of the COMPANIES ACTS which, together with these ARTICLES,  
     would restrict the appointment of a director or require him to stop
       being a director because he has reached a particular age do not apply
       to the COMPANY. This includes restrictions and requirements involving
special formalities once an age limit is reached.             

90.2     However, if it is proposed that a director who has reached the age of  
      70 be elected or re-elected in a notice convening a General Meeting,
the director's age must be stated in the notice (or document  
     accompanying such notice). However, the accidental failure to state
         this will not invalidate the election or re-election of the director or
any other proceedings at the General Meeting.                 

91       RETIRING DIRECTORS                                                     

        At each Annual General Meeting all those directors who were elected or
     last re-elected at or before the Annual General Meeting held in the
         third calendar year before the current year shall automatically retire.

92       ELIGIBILITY FOR RE-ELECTION                                            

A retiring director is eligible for re-election.              

93       RE-ELECTING A DIRECTOR WHO IS RETIRING                                 

93.1     At a General Meeting at which a director retires (whether at an Annual 
     General Meeting or otherwise), he may be re-elected (as long as the
       director has not told the COMPANY in writing that he does not wish to
       be re-elected) if the SHAREHOLDERS pass an ordinary resolution to re-
elect him.                                                    

93.2     A director retiring at a General Meeting retires at the end of that    
         meeting (or adjourned meeting). Where a retiring director is re-elected
he continues as a director without a break;                   

94       ELECTION OF TWO OR MORE DIRECTORS                                      

       A single resolution for the election of two or more directors is void
      unless the SHAREHOLDERS first approve the putting of a resolution in
       this form by an earlier procedural vote taken at the General Meeting,
with no votes cast against.                                   

95       PEOPLE WHO CAN BE DIRECTORS                                            

95.1     Only the following people can be elected as directors at a General     
Meeting:                                                      

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-        A director who is retiring at the General Meeting;   

-        A person who is recommended by the directors; and    

 -        A person who has been proposed by a SHAREHOLDER who is
       entitled to attend and vote at the General Meeting.

95.2     A SHAREHOLDER proposing a director in accordance with Article 95.1 must
         deliver to the REGISTERED OFFICE at least seven days before the General
    Meeting, but not more than 42 days before the meeting (this period
includes the date on which the notice is given):              

     -        a signed letter stating that he intends to propose another
person for election as director; and        

         -        written confirmation from the person to be proposed that he is
willing to be elected.                      

96       THE POWER TO FILL VACANCIES AND APPOINT EXTRA DIRECTORS                

96.1     The directors can appoint any person as an extra director or to fill a 
  casual vacancy. Any director appointed in this way automatically
    retires at the next General Meeting after his appointment. At this
      General Meeting he can be elected by the SHAREHOLDERS as a director.

96.2     At a General Meeting the SHAREHOLDERS can also pass an ordinary        
      resolution to fill a casual vacancy or to appoint an extra director.

96.3     Extra directors can only be appointed under this Article up to the     
        limit (if any) on the total number of directors under the ARTICLES (or
       any variation of the limit approved by the SHAREHOLDERS in accordance
with the ARTICLES).                                           

97       REMOVING AND APPOINTING DIRECTORS BY AN ORDINARY RESOLUTION            

97.1     The SHAREHOLDERS can pass an ordinary resolution to remove a director, 
    even though his time in office has not ended. This applies despite
        anything else in the ARTICLES, or in any agreement between him and the
         COMPANY. Special notice of the ordinary resolution must be given to the
         COMPANY as required by the COMPANIES ACTS. But if a director is removed
         in this way, it will not affect any claim which he may have for damages
    for breach of any contract of service between him and the COMPANY.

97.2     Subject to Article 95, the SHAREHOLDERS can pass an ordinary resolution
         to elect a person to replace a director who has been removed in the way
   described in Article 97.1. If no director is appointed under this
Article, the vacancy can be filled under Article 96.          

97.3     Any person appointed under Article 97.2 will be treated, for the       
        purpose of determining the time at which he is to retire, as if he had
         become a director on the day on which the director he replaced was last
elected.                                                      

98       WHEN DIRECTORS ARE DISQUALIFIED                                        

98.1     Any director automatically ceases to be a director in any of the       
following circumstances if:                                   

-        a bankruptcy order is made against him;              

        -        he makes any arrangement or composition with his creditors or
         applies for an interim order under Section 253 of the
                  Insolvency Act 1986 in connection with a voluntary arrangement
under that Act;                             

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      -        a court which claims jurisdiction to protect people who are
                  unable to manage their own affairs has made an order detaining
                 him or appointing a person to manage his property or affairs;

       -        he has missed directors' meetings for a continuous period of
              six months, without permission from the directors, and the
         directors pass a resolution removing him from office;

     -        he is prohibited from being a director under the COMPANIES
                ACTS or any power conferred on the directors or SHAREHOLDERS
under these ARTICLES;                       

 -        except where his contract of service prevents him from
resigning, he:                              

        (i)      delivers to the COMPANY a written notice of
                    resignation signed by him or on his behalf; or

                 (ii)     offers to resign and the directors pass a resolution
accepting the offer;      

         -        all the other directors sign a notice requiring him to resign.
               He will cease to be a director when the notice is served on
              him. Such a notice can consist of several documents in the
same form signed by one or more directors.  

98.2     When a director stops being a director for any reason, he will also    
   automatically cease to be a member of any committee. Removal from
       office will be without prejudice to any claim which he or the COMPANY
        might bring in relation to any contract of service between him and the
COMPANY.                                                      

 DIRECTORS' MEETINGS

99       DIRECTORS' MEETINGS                                                    

         The directors can decide when and where to have directors' meetings and
       how they shall be conducted, and on the quorum. They can also adjourn
their meetings.                                               

100      WHO CAN CALL DIRECTORS' MEETINGS                                       

        A directors' meeting can be called by any director. The SECRETARY must
also call a directors' meeting if a director asks him to.     

101      HOW DIRECTORS' MEETINGS ARE CALLED                                     

       Directors' meetings are called by giving notice to all the directors.
         This notice may be given to a director personally, by word of mouth, by
 notice in writing (sent to him at his last known address) or by
      ELECTRONIC MAIL (sent to him at his last known electronic address or
       fax number). Any director can waive notice of any directors' meeting,
including one which has already taken place.                  

102      QUORUM                                                                 

102.1    If no other quorum is fixed by the directors, three directors are a    
        quorum. A directors' meeting at which a quorum is present can exercise
         all the powers, authorities and discretions of the directors whether by
    or under these ARTICLES or exercisable by the directors generally.

102.2    A person who holds office only as an ALTERNATE DIRECTOR shall, if his  
appointor is not present, be counted in the quorum.           

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102.3    A director who ceases to be a director at a directors' meeting can     
    continue to be present and act as a director and be counted in the
         quorum until the end of that meeting if no other director objects and a
quorum would not otherwise be present.                        

103      THE CHAIRMAN OF DIRECTORS' MEETINGS                                    

103.1    The directors can elect any director as Chairman or as one or more     
  Deputy Chairmen for such periods as the directors decide. If the
        Chairman is at a directors' meeting, he will chair it. In his absence,
     the chair will be taken by a Deputy Chairman, if one is present. If
        there is no Chairman or Deputy Chairman present within five minutes of
         the time when the directors' meeting is due to start, the directors who
      are present can choose which one of them will be the Chairman of the
directors' meeting.                                           

103.2    Where there is more than one Deputy Chairman present at a meeting, and 
       the Chairman is not there, the Deputy Chairman to take the chair will
be the longest serving Deputy Chairman present.               

104      VOTING AT DIRECTORS' MEETINGS                                          

  Matters for decision which arise at a directors' meeting will be
         decided by a majority vote. The chairman of the meeting will not have a
second, casting vote.                                         

105      DIRECTORS CAN ACT EVEN IF THERE ARE VACANCIES                          

105.1    The remaining directors can continue to act even if one or more of them
         ceases to be a director. But if the number of directors falls below the
         minimum which applies under Article 83 (including any variation of that
  minimum approved by an ordinary resolution of SHAREHOLDERS), the
remaining director(s) can only:                               

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

-        call a General Meeting.                              

105.2    If no director or directors are willing or able to act under this      
     Article, any two SHAREHOLDERS can call a General Meeting to appoint
extra directors.                                              

106      DIRECTORS' MEETINGS BY VIDEO CONFERENCE AND TELEPHONE                  

106.1    Any or all of the directors, or members of a committee, can take part  
        in a directors' meeting of the directors or of a committee by way of a
 video conference or conference telephone, or similar equipment,
     designed to allow everybody to take part in the directors' meeting.

106.2    Taking part in this way will be counted as being present at the        
      directors' meeting. A directors' meeting which takes place by way of
     video conference, conference telephone or similar equipment will be
         treated as taking place where most of the participants are. If there is
       no largest group, directors' meetings will be treated as taking place
where the Chairman is.                                        

106.3    A directors' meeting held in the way described in Article 106.1 will be
        valid as long as in one single place, or in places connected by way of
        video conference, telephone conference, or similar equipment, a quorum
is present.                                                   

107      RESOLUTIONS IN WRITING                                                 

107.1    This Article applies to a written resolution which is signed by all of 
       the directors or members of a committee who would be entitled to vote
on the resolution at a directors' meeting or at a             

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 committee meeting. This kind of resolution is just as valid and
     effective as a resolution passed by those directors at a directors'
meeting which is properly called and held.                    

107.2    The resolution can be passed using several copies of a document, if    
         each copy is signed by one or more directors. These copies can be faxed
copies.                                                       

107.3    A written resolution signed by an ALTERNATE DIRECTOR does not need also
         to be signed by his appointor. If the written resolution is signed by a
       director who has appointed an ALTERNATE DIRECTOR, it does not need to
be signed by the ALTERNATE DIRECTOR acting in that capacity.  

107.4    A written resolution will be valid at the time it is signed by the last
director.                                                     

108      THE VALIDITY OF DIRECTORS' ACTIONS                                     

       Everything which is done by any directors' meeting, or by a committee
       of the directors, or by a person acting as a director, or as a member
       of a committee, will, in favour of anyone dealing with the COMPANY in
  good faith, be valid even though it is discovered later that any
         director, or person acting as a director, was not properly appointed or
      elected. This also applies if it is discovered later that anyone was
        disqualified from being a director, or had ceased to be a director, or
      was not entitled to vote. In any of these cases, in favour of anyone
        dealing with the COMPANY in good faith, anything done will be as valid
      as if there was no defect or irregularity of the kind referred to in
this Article.                                                 

DIRECTORS' INTERESTS

109      DIRECTORS' INTERESTS IN TRANSACTIONS WITH THE COMPANY                  

109.1    If the COMPANIES ACTS allow, and if he has disclosed to the directors  
        the nature and extent of his interest, a director can, notwithstanding
his being a director:                                         

     (a)      be a party to, or otherwise interested in, any existing or
                  proposed contract, transaction or arrangement with the COMPANY
    or in which the COMPANY is otherwise interested;

   (b)      be a director of, or occupy an office or place of profit
             (other than as auditor) in, and in any such case on terms
                  (including pay) which the directors can decide, or be employed
           by, or be a party to any existing or proposed contract,
               transaction or arrangement with, or otherwise be interested
           in, any COMPANY promoted by the COMPANY or in which the
COMPANY is otherwise interested; or         

   (c)      alone (or any firm of which he is a partner, employee or
              member can) act in a professional capacity for the COMPANY
 (other than as auditor) and be paid for this.

109.2    A director will not, unless he agrees otherwise, have to hand over to  
    the COMPANY any benefit which he derives from any of the interests
     described above, and no contract, transaction or arrangement of the
         type described above will be liable to be avoided on the grounds of any
director's interest or benefit.                               

109.3    If the COMPANY holds or owns SHARES in another COMPANY, the directors  
       can exercise votes attached to such SHARES or if any of the directors
         are directors of such other COMPANY, they may vote as directors of that
other COMPANY in such manner as they think fit.               

110      WHEN DIRECTORS CAN VOTE ON THINGS IN WHICH THEY ARE INTERESTED         

110.1    Unless the ARTICLES say otherwise, a director cannot vote on a         
       resolution about a contract or any other kind of proposal in which he
has a material interest. For this purpose, any interest of    

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    a person who is connected with a director under Section 346 of the
     COMPANIES ACT 1985 will be treated as if it were an interest of the
     director himself. However, the director can vote if the interest is
only an interest in the COMPANY'S SHARES, debentures or other 
     securities. If a director cannot vote on a resolution, the director
 cannot be counted in the quorum when the directors vote on that
resolution.                                                   

110.2    However, if the COMPANIES ACTS permit, a director can (in the absence  
        of a material interest other than one which is listed below) vote, and
        be counted in the quorum, on any resolution about any of the following
matters, namely:                                              

      -        giving him, or any other person, any guarantee, security or
               indemnity for any money which he, or that other person, has
                 lent at the request of, or for the benefit of, the COMPANY or
any of its SUBSIDIARY UNDERTAKINGS;         

        -        giving him, or any other person, any security or an indemnity
                  for any liability which he, or that other person, has incurred
                at the request, or for the benefit of, the COMPANY or any of
its SUBSIDIARY UNDERTAKINGS;                

      -        giving any guarantee, security or indemnity, to him, or any
               other person, for a debt or obligation which is owed by the
          COMPANY, or any of its SUBSIDIARY UNDERTAKINGS, if the
            director has taken responsibility by giving a guarantee,
         indemnity or security for some or all of that debt or
obligation;                                 

         -        any proposal relating to an offer of any SHARES, debentures or
         other securities, of or by the COMPANY, or any of its
                  SUBSIDIARY UNDERTAKINGS, if the director takes part because he
                is a holder of SHARES, debentures or other securities, or if
                he takes part in the underwriting or sub-underwriting of the
offer;                                      

         -        any proposal involving any other COMPANY in which the director
               (together with any person connected with the director under
           section 346 of the COMPANIES ACT 1985), has any kind of
                interest (including holding any position in that COMPANY, or
                 being a SHAREHOLDER of that COMPANY). But this exemption does
                not apply if he knows that he, and any people connected with
                him, hold an interest in SHARES (as defined for sections 198
                to 211 of the COMPANIES ACT 1985) representing 1 per cent or
more of:                                    

                  -        any class of equity share capital of such COMPANY (or
                     any third COMPANY through which his interest is
derived); or              

-        the voting rights in that COMPANY. 

              Any such interest of 1 per cent or more is treated for the
        purposes of this Article as being material interest;

     -        any proposal relating to an arrangement for the benefit of
      employees of the COMPANY, or any of its SUBSIDIARY
              UNDERTAKINGS, which only gives him benefits which are also
            generally given to the employees to whom the arrangement
relates; or                                 

   -        any proposal relating to any insurance which the COMPANY
                  proposes to buy or renew for the benefit of directors, or of a
group of people which includes directors.   

110.3    A director cannot vote or be counted in the quorum on a resolution     
       relating to appointing that director to a position within the COMPANY
      or any COMPANY in which the COMPANY has an interest or the terms and
termination of the appointment.                               

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110.4    This Article applies if the directors are considering proposals about  
       appointing two or more directors to positions with the COMPANY or any
      COMPANY in which the COMPANY has an interest. It also applies if the
directors are considering the terms or termination of such    
 appointments. These proposals can be split up to deal with each
     director separately. If this is done, each director can vote and be
       included in the quorum for each resolution, except the one concerning
        him. But he cannot vote if the resolution relates to appointing him to
       a COMPANY in which the COMPANY is interested in if he has an interest
  of 1 per cent or more in that COMPANY of the nature described in
Article 110.2.                                                

110.5    If any question comes up at a directors' meeting about whether a       
        director has a material interest, or whether he can vote or be counted
       in the quorum, and the director does not agree to abstain from voting
    on the issue or not be counted in the quorum, the question must be
         referred to the chairman of the directors' meeting (unless the Chairman
     is the director in question, in which case the other directors will
     choose another amongst them to act as chairman in dealing with this
        question). The Chairman's ruling about any other director is final and
         conclusive, unless the nature and extent of the director's interest has
not been fairly disclosed to the other directors.             

111      MORE ABOUT DIRECTORS' INTERESTS                                        

      For the purpose of Articles 109 and 110 and this Article, a director
        who is in any way interested shall state the nature of his interest at
  a directors' meeting in accordance with the COMPANIES ACTS, and:

         -        a general notice given to the directors that a director has an
              interest of the kind stated in the notice in any contract,
            transaction or arrangement which involves any COMPANY or
            person identified in the notice is treated as a standing
   disclosure that the director has that interest;

     -        an interest of a person who is connected with the director
                  under section 346 of the COMPANIES ACT 1985 will be treated as
an interest of the director;                

     -        interests (whether his or of any person connected with the
               director under section 346 of the COMPANIES ACT 1985) which
               are unknown to the director and which it is unreasonable to
expect him to know about are ignored.       

 DIRECTORS' COMMITTEES

112      DELEGATING POWERS TO COMMITTEES                                        

    The directors can delegate any of their powers, or discretions, to
committees of one or more directors. This includes powers or  
         discretions relating to directors' PAY or giving benefits to directors.
         If the directors have delegated any power or discretion to a committee,
    any references in these ARTICLES to using that power or discretion
      include its use by the committee. Any committee must comply with any
       regulations laid down by the directors. These regulations can require
or allow people who are not directors to be co-opted onto the 
 committee, and can give voting rights to co-opted members. But:

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

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

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113      COMMITTEE PROCEDURE                                                    

         If a committee includes two or more people, the Articles which regulate
      directors' meetings and their procedure will also apply to committee
meetings (if possible), unless these are inconsistent with any
       regulations for the committee which have been laid down under Article
112.                                                          

 DIRECTORS' POWERS

114      THE DIRECTORS' MANAGEMENT POWERS                                       

114.1    The COMPANY'S business will be managed by the directors. They can use  
      all the COMPANY'S powers except where the ARTICLES, or the COMPANIES
       ACTS, provide that powers can only be used by the SHAREHOLDERS voting
         to do so at a General Meeting. The general management powers under this
    Article are not limited in any way by specific powers given to the
directors by other Articles.                                  

114.2    The directors are, however, subject to:                                

-        the provisions of the COMPANIES ACTS;                

    -        the requirements of the MEMORANDUM or these ARTICLES; and

       -        any other requirements (whether or not consistent with these
                 ARTICLES) which are approved by the SHAREHOLDERS by passing a
special resolution at a General Meeting.    

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

115      THE POWER TO ESTABLISH LOCAL BOARDS                                    

115.1    The directors can set up local committees, local boards or local       
       agencies to manage any of the COMPANY'S business. These can be either
         in or outside the UNITED KINGDOM. The directors can appoint, remove and
re-appoint anybody (who need not be a director) to be:        

-        members of any local committee, board or agency; or  

-        managers or agents of the COMPANY.                   

115.2    The directors can:                                                     

         -        decide on the PAY and other benefits of people appointed under
this Article;                               

     -        delegate any of their authority, powers or discretions to:

(i)      any local board or committee; or   

  (ii)     any manager, or agent of the COMPANY;

  -        allow local committees or boards, managers or agents to
delegate to another person;                 

       -        allow the members of local committees, boards or agencies to
fill any vacancies on them;                 

       -        allow the members of local committees, boards or agencies to
            continue to act even though there are vacancies on them;

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        -        remove any people they have appointed under this Article; and

        -        cancel or change an appointment or delegation made under this
              Article, although this will not affect anybody who acts in
                good faith who has not had any notice of any cancellation or
variation.                                  

        Any appointment or delegation by the directors which is referred to in
   this Article can be on any terms and conditions decided on by the
directors.                                                    

115.3    A person who is employed by, or occupies an office with, the COMPANY   
     may be given a title which includes the words "Associate Director".
      This will not imply that such person is a director of the COMPANY or
        that he is entitled to act as a director or be deemed to be a director
for the purposes of these ARTICLES.                           

116      THE POWER TO APPOINT ATTORNEYS                                         

116.1    The directors can appoint anyone (including the members of a group     
    which changes over time) as the COMPANY'S attorney or attorneys by
    granting a power of attorney or by authorising him or them in some
       other way. The attorney or attorneys can either be appointed directly
       by the directors, or the directors can give someone else the power to
     select attorneys. The directors can decide on the purposes, powers,
authorities and discretions of attorneys.                     

116.2    The directors can decide for how long a power of attorney will last and
      they can apply any terms and conditions to it. The power of attorney
       can also include any provisions which the directors decide on for the
      protection and convenience of anybody dealing with the attorney. The
      power of attorney can also allow the attorney to sub-delegate any or
all of his power, authority or discretion to any other person.

117      BORROWING POWERS                                                       

        So far as the COMPANIES ACTS allow, the directors can exercise all the
powers of the COMPANY TO:                                     

-        borrow money;                                        

 -        issue (subject to the provisions of the COMPANIES ACTS
            regarding authority to allot debentures convertible into
SHARES) debentures and other securities; and

-        give any form of:                                    

-        guarantee; and                     

                -        security, either outright or as collateral and over
                           all or any of the COMPANY'S undertaking, property and
uncalled capital,         

                  for any debt, liability or obligation of the COMPANY or of any
third party.                                

118      BORROWING RESTRICTIONS                                                 

118.1    The directors must:                                                    

-        limit the BORROWINGS of the COMPANY and              

    -        exercise all voting and other rights or powers of control
            exercisable by the COMPANY in relation to its SUBSIDIARY
UNDERTAKINGS                                

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         -        to ensure that the total amount of all BORROWINGS by the GROUP
                  outstanding at any time will not exceed 1.5 times the ADJUSTED
TOTAL OF CAPITAL AND RESERVES at such time. 

        This limitation on BORROWINGS will only affect SUBSIDIARY UNDERTAKINGS
     to the extent that the directors can restrict the borrowings of the
       SUBSIDIARY UNDERTAKINGS by exercising the rights or powers of control
         which the COMPANY has over its SUBSIDIARY UNDERTAKINGS. The COMPANY may
   consent in advance to exceeding the borrowing limit by passing an
ordinary resolution at a General Meeting.                     

118.2    In this Article:                                                       

      GROUP means the COMPANY and its SUBSIDIARY UNDERTAKINGS for the time
being;                                                        

         ADJUSTED TOTAL OF CAPITAL AND RESERVES means the aggregate of the share
  capital and reserves as shown in the latest audited consolidated
         balance sheet of the GROUP (including the amount PAID UP or credited as
       PAID UP on the issued share capital of the COMPANY, the share premium
        account, capital redemption reserve, profit and loss account and other
       reserves included within the GROUP'S equity SHAREHOLDERS' funds) (the
"RESERVES") but:                                              

     -        adjusted as appropriate in respect of any variation to the
                  PAID UP share capital or reserves since the date of the latest
             audited consolidated balance sheet as recorded within the
                  monthly management accounting records of the GROUP prepared in
                  accordance with the accounting bases and principles applied in
              the preparation of its latest audited consolidated balance
sheet;                                      

         -        adding any amount which has been deducted at any time from the
               RESERVES of the GROUP for goodwill arising on consolidation
           either by direct charge to RESERVES or by charge to the
     GROUP'S consolidated profit and loss account; and

        -        making such other adjustments (if any) as the auditors of the
COMPANY consider appropriate.               

BORROWINGS means the aggregate amount of all liabilities and  
        obligations of the GROUP which in accordance with the accounting bases
     and principles of the GROUP are treated as borrowings in the latest
audited consolidated balance sheet of the GROUP but:          

 -        adjusted as appropriate in respect of any variation to
                borrowings since the date of the latest audited consolidated
           balance sheet as recorded within the monthly management
               accounting records of the GROUP prepared in accordance with
             the accounting bases and principles applied in its latest
audited consolidated balance sheet;         

         -        excluding any borrowings under finance or structured tax lease
       arrangements to the extent matched as part of those
       arrangements by deposits of cash or cash equivalent
              investments which are treated by the creditor concerned as
available to reduce its net exposure; and   

        -        making such other adjustments (if any) as the auditors of the
COMPANY consider appropriate.               

118.3    The determination of the COMPANY'S auditors as to the amount of the    
ADJUSTED TOTAL OF CAPITAL AND RESERVES and the total amount of
         BORROWINGS at any time shall be conclusive and binding on all concerned
         and for the purposes of their computation the COMPANY'S auditors may at
     their discretion make such further or other adjustments (if any) or

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         determinations as they think fit. Nevertheless the directors may act in
         reliance on a bona fide estimate of the amount of the ADJUSTED TOTAL OF
         CAPITAL AND RESERVES and the total amount of BORROWINGS at any time and
    if in consequence the borrowing limit is inadvertently exceeded an
       amount of borrowings equal to the excess may be disregarded until the
   expiration of three months after the date on which by reason of a
    determination of the COMPANY'S auditors or otherwise the directors
became aware that such a situation has or may have arisen.    

118.4    No lender or other person dealing with the GROUP need be concerned     
       whether the borrowing limit is observed. No debt incurred or security
       given in breach of the borrowing limit will be invalid or ineffective
       unless the lender or the recipient of the security had express notice
    at the time when the debt was incurred or security given, that the
limit had been or would as a result be breached.              

 ALTERNATE DIRECTORS

119      ALTERNATE DIRECTORS                                                    

119.1    Any director may appoint any person (including another director) to act
  in his place (such person is called an ALTERNATE DIRECTOR). Such
         appointment requires the approval of the directors, unless the proposed
ALTERNATE DIRECTOR is another director. A director appoints an
        ALTERNATE DIRECTOR by delivering a signed appointment (or in any other
    manner which has been approved by the directors) to the REGISTERED
OFFICE. An ALTERNATE DIRECTOR need not be a SHAREHOLDER.      

119.2    The appointment of an ALTERNATE DIRECTOR ends if the director          
         appointing him ceases to be a director, unless that director retires at
   a General Meeting at which he is re-elected under Article 93.1. A
      director can also remove his alternate by delivering a signed notice
    (or doing something else which has been approved by the directors)
       delivered to the REGISTERED OFFICE. An ALTERNATE DIRECTOR can also be
removed as an alternate by a resolution of the directors.     

119.3    An ALTERNATE DIRECTOR is entitled to receive notices of directors'     
       meetings once he has given the COMPANY an address, electronic address
        or fax number to which notices may be served on him. He is entitled to
         attend and vote as a director at any such meeting at which the director
        appointing him is not personally present and generally at such meeting
        to perform all functions of the director appointing him as a director.
         If he is himself a director or attends any such meeting as an alternate
         for more than one director, he will have one vote for each director for
whom he acts as an alternate, in addition to his own vote as a
 director. However, he may not be counted more than once for the
       purposes of the quorum. If his appointor is temporarily unable to act
     through ill health or disability his signature to any resolution in
  writing of the directors is as effective as the signature of his
appointor.                                                    

119.4    If the directors decide to allow this, Article 119.3 also applies in a 
         similar fashion to any meeting of a committee of which his appointor is
a member.                                                     

119.5    An ALTERNATE DIRECTOR shall be an officer of the COMPANY and shall     
       alone be responsible to the COMPANY for his own actions and mistakes.
Except as said in this Article 119, an ALTERNATE DIRECTOR:    

-        does not have power to act as a director;            

     -        is not considered to be a director for the purposes of the
ARTICLES;                                   

  -        is not considered to be the agent of his appointor; and

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-        cannot appoint an ALTERNATE DIRECTOR.                

119.6    Subject to the COMPANIES ACTS, an ALTERNATE DIRECTOR is entitled to    
contract and be interested in and benefit from contracts or   
  arrangements or transactions and to be repaid expenses and to be
         indemnified to the same extent as if he were a director. However, he is
         not entitled to receive from the COMPANY as ALTERNATE DIRECTOR any PAY,
    except only such part (if any) of the PAY otherwise payable to his
         appointor as such appointor may direct the COMPANY in writing to pay to
his alternate.                                                

 THE SECRETARY

120      THE SECRETARY AND DEPUTY AND ASSISTANT SECRETARIES                     

120.1    The SECRETARY is appointed by the directors. The directors decide on   
        the terms and period of his appointment so long as allowed to do so by
      the COMPANIES ACTS. The directors can also remove the SECRETARY, but
    this does not affect any claim for damages against the COMPANY for
breach of any contract between him and the COMPANY.           

120.2    The directors can also appoint one or more people to be deputy or      
         assistant secretary. Anything which the COMPANIES ACTS allow to be done
        by or to the SECRETARY can, if there is no SECRETARY, or he is for any
         reason not capable of doing what is required of him, also be done by or
to any deputy or assistant secretary. If there is no deputy or
      assistant secretary capable of acting, the directors can appoint any
 officer to do what would be required of the deputy or assistant
secretary.                                                    

120.3    Anything which the COMPANIES ACTS allow to be done by or to a director 
        and the SECRETARY, cannot be done by or to one person acting as both a
director and a SECRETARY.                                     

THE SEAL

121      THE SEAL                                                               

121.1    The directors are responsible for arranging for the COMMON SEAL and any
       SECURITIES SEAL to be kept safely. The COMMON SEAL and any SECURITIES
   SEAL can only be used with the authority of the directors or of a
      committee authorised by the directors to use it. The SECURITIES SEAL
  can be used only for sealing securities issued by the COMPANY in
CERTIFICATED FORM and sealing documents creating or evidencing
securities issued by the COMPANY.                             

121.2    Subject to the provisions of these ARTICLES which relate to share      
         certificates, every document which is sealed using the COMMON SEAL must
be signed personally by:                                      

-        one director and the SECRETARY; or                   

-        two directors; or                                    

-        any other persons who are authorised to do so by the 
directors.                                  

121.3    Where a signature is required to witness the COMMON SEAL, the directors
      may decide that the individual need not sign the document personally
but that his signature may be printed on it mechanically,     
electronically or in any other way the directors approve.     

121.4    Securities and documents which have the SECURITIES SEAL stamped on them
     do not need to be signed unless the directors or the COMPANIES ACTS
require this.                                                 

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121.5    The directors can use all the powers given by the COMPANIES ACTS       
relating to official seals for use abroad.                    

121.6    Certificates for debentures or other securities of the COMPANY may be  
      printed in any way and may be sealed and/or signed for in any manner
allowed by these ARTICLES.                                    

121.7    As long as it is allowed by the COMPANIES ACTS, any document signed by 
        one director and the SECRETARY or by two directors and expressed to be
     entered into by the COMPANY shall have the same effect as if it had
         been made effective by using the COMMON SEAL. However no document which
        states that it is intended to have effect as a deed shall be signed in
   this way without the authority of the directors or of a committee
authorised by the directors to give such authority.           

AUTHENTICATING DOCUMENTS

122      ESTABLISHING THAT DOCUMENTS ARE GENUINE                                

122.1    Any director, or the SECRETARY, has power to identify as genuine any of
   the following and to certify copies or extracts from them as true
copies or extracts:                                           

-        any documents relating to the COMPANY'S constitution;

     -        any resolutions passed by the SHAREHOLDERS or any class of
              SHAREHOLDERS, or by the directors or by a committee of the
directors; and                              

        -        any books, documents, records or accounts which relate to the
COMPANY'S business.                         

The directors can also delegate this power to other people.   

122.2    When any books, documents, records or accounts are not kept at the     
       REGISTERED OFFICE, the officer of the COMPANY who has custody of them
    is treated as a person who has been authorised by the directors to
      identify them as genuine and to provide certified copies or extracts
from them.                                                    

122.3    A document which appears to be a copy of a resolution or an extract    
      from the minutes of any meeting, and which is certified as a copy or
       extract as described in Article 122.1 or 122.2 is conclusive evidence
       for anyone who deals with the COMPANY on the strength of the document
that:                                                         

-        the resolution has been properly passed; or          

       -        the extract is a true and accurate record of the proceedings
of a valid meeting.                         

RESERVES

123      SETTING UP RESERVES                                                    

    The directors can, before recommending any dividend, set aside any
      profits of the COMPANY and hold them in a reserve. The directors can
       decide to use these sums for any purpose for which the profits of the
    COMPANY can lawfully be used. Sums held in a reserve can either be
       employed in the business of the COMPANY or be invested. The directors
        can divide the reserve into separate funds for particular purposes and
      alter the funds into which the reserve is divided. The directors can
   also carry forward any profits without holding them in a reserve.

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 DIVIDENDS

124      NO DIVIDENDS ARE PAYABLE EXCEPT OUT OF PROFITS                         

124.1    No dividend can be paid otherwise than out of profits available for    
distribution under the COMPANIES ACTS.                        

124.2    The profits of the COMPANY which are determined to be distributed will 
        be used in the payment of dividends to SHAREHOLDERS in accordance with
their respective rights and priorities.                       

125      FINAL DIVIDENDS                                                        

   The directors may recommend the amount of any final dividend. The
SHAREHOLDERS can then declare dividends by passing an ordinary
resolution, but the amount declared cannot exceed the amount  
recommended by the directors.                                 

126      FIXED AND INTERIM DIVIDENDS                                            

126.1    If the directors consider that the profits of the COMPANY justify such 
payments, they can pay:                                       

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

         -        interim dividends on SHARES of any class of any amounts and on
   any dates and for any period which they decide.

126.2    If the directors act in good faith, they are not liable to any         
         SHAREHOLDERS for any loss they may suffer because a lawful dividend has
         been paid under this Article on other SHARES which rank equally with or
behind their SHARES.                                          

127      DIVIDENDS NOT IN CASH                                                  

    If the directors recommend this, SHAREHOLDERS can pass an ordinary
resolution to direct all or part of a dividend to be paid by  
   distributing specific assets (and in particular PAID-UP SHARES or
       debentures of any other COMPANY) rather than cash. The directors must
    give effect to that resolution. Where any difficulty arises on the
       distribution and valuation of the assets, the directors can settle it
as they decide. In particular, they can:                      

-        issue fractional certificates;                       

-        value assets for distribution purposes;              

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

      -        transfer any assets to trustees for persons entitled to the
dividend.                                   

128      CALCULATION AND CURRENCY OF DIVIDENDS                                  

128.1    All dividends will be divided and paid in proportions based on the     
     amounts which have been PAID-UP on the SHARES during any period for
        which the dividend is paid. Sums which have been PAID-UP in advance of
       calls do not count in calculating the amount of a dividend to be paid
         on a SHARE. If the terms on which any SHARE is issued provide that such
        SHARE will be entitled to a dividend as if it were a fully PAID-UP, or
  partly PAID-UP, SHARE from a particular date (in the past or the
        future), it will be entitled to a dividend on this basis. This Article
       applies unless the RIGHTS attached to any SHARES, or the terms of any
SHARES, provide otherwise.                                    

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128.2    Unless the RIGHTS attached to any SHARES, or the terms of any SHARES,  
   or the ARTICLES provide otherwise, a dividend, or any other money
  payable in respect of any SHARE, can be paid to a SHAREHOLDER in
       whatever currency the directors decide, using an appropriate exchange
       rate selected by the directors for any currency conversions which are
required.                                                     

129      DEDUCTING AMOUNTS OWING FROM DIVIDENDS AND OTHER MONEY                 

        If A SHAREHOLDER owes any money for calls on SHARES, or money relating
        in any other way to SHARES, the directors can deduct any of this money
(as long as it is immediately payable) from:                  

 -        any dividend on any SHARES held by the SHAREHOLDER; or

        -        any other money payable by the COMPANY in connection with the
SHARES.                                     

   Money deducted in this way can be used to pay amounts owed to the
COMPANY in connection with the SHARES.                        

130      PAYMENTS TO SHAREHOLDERS                                               

130.1    Any dividend or other money payable in cash (whether in STERLING or    
foreign currency) relating to a SHARE can be paid:            

         -        by cheque or warrant or any other similar financial instrument
                  made payable to the SHAREHOLDER who is entitled to it and sent
             direct to his registered address or, in the case of joint
              SHAREHOLDERS, to the SHAREHOLDER who is first named in the
             REGISTER and sent direct to his registered address, or to
        someone else named in a written instruction from the
 SHAREHOLDER (or from all joint SHAREHOLDERS);

        -        in the case of SHARES in UNCERTIFICATED FORM, by the use of a
RELEVANT SYSTEM;                            

         -        by inter-bank transfer or other electronic means to an account
                named in a written instruction from the person receiving the
payment; and/or                             

         -        in some other way agreed between the SHAREHOLDER (or all joint
SHAREHOLDERS) and the COMPANY.              

130.2    For joint SHAREHOLDERS, the COMPANY can rely on a receipt for a        
dividend or other money paid on SHARES from any one of them.  

130.3    Cheques and warrants are sent, and payment in any other way is made, at
      the risk of the people who are entitled to the money. The COMPANY is
  treated as having paid a dividend if such a cheque or warrant is
     cleared or if a payment using a RELEVANT SYSTEM or bank transfer or
         other electronic means is made in accordance with instructions given by
         the COMPANY. The COMPANY will not be responsible for a payment which is
lost or delayed.                                              

130.4    The COMPANY will not pay interest on any dividend or other money due to
         a SHAREHOLDER in respect of his SHARES, unless the RIGHTS of the SHARES
provide otherwise.                                            

131      RECORD DATES FOR PAYMENTS AND OTHER MATTERS                            

        Any dividend or distribution on SHARES of any class can be paid to the
        holder or holders of the SHARES shown on the REGISTER, at the close of
      business on whatever day may be provided in the resolution declaring
 the dividend or providing for the distribution. The dividend or
       distribution will be based on the number of SHARES registered on that
         day. This Article applies whether what is being done is the result of a
resolution of the directors or a resolution passed            

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      at a General Meeting. The date can be before any relevant resolution
        was passed. This Article does not affect the rights to the dividend or
distribution as between past and present SHAREHOLDERS.        

132      DIVIDENDS WHICH ARE NOT CLAIMED                                        

132.1    If a dividend has not been claimed for one year after the passing of   
  either the resolution passed at a General Meeting declaring that
      dividend or the resolution of the directors providing for payment of
        that dividend, the directors may invest the dividend or use it in some
         other way for the benefit of the COMPANY until the dividend is claimed.
       If the directors pay unclaimed dividends into a separate account, the
      COMPANY will not be a trustee of the money and will not be liable to
         pay any interest on it. If a dividend has not been claimed for 12 years
      after either the passing of the relevant resolution either declaring
     that dividend or providing for payment of that dividend, it will be
forfeited and belong to the COMPANY again.                    

132.2    The COMPANY can stop paying dividends by cheque, warrant or other      
    payment order if cheques, warrants or other payment orders for two
        dividends in a row are sent back or not cashed. The COMPANY must start
   paying dividends in this way again if the SHAREHOLDER or a person
automatically entitled to the SHARES by law.                  

       -        claims those dividends in writing (before they are forfeited
under Article 132.1); and                   

        -        does not tell the COMPANY to start paying future dividends in
some other way.                             

133      WAIVER OF DIVIDENDS                                                    

       Where a SHAREHOLDER wants to waive his entitlement to all or any part
    of a dividend, he may do so by delivering a letter to that effect,
         signed by him, to the COMPANY. If appropriate, the letter may be signed
        by whoever has become automatically entitled to the SHARES by law. For
        the waiver to be effective, the COMPANY must accept the letter and act
   on it. The COMPANY may, however, decline to act on the letter and
continue to pay dividends to the SHAREHOLDER accordingly.     

 CAPITALISING RESERVES

134      CAPITALISING RESERVES                                                  

134.1    Subject to any special rights attaching to any class of SHARES, The    
        SHAREHOLDERS can pass an ordinary resolution to allow the directors to
change into capital any sum which:                            

       -        is part of any of the COMPANY'S reserves (including premiums
            received when any SHARES were issued, capital redemption
   reserves or other undistributable reserves); or

-        the COMPANY is holding as undistributed profits.     

134.2    Unless the ordinary resolution states otherwise the directors will use 
        the sum which is changed into capital for the ORDINARY SHAREHOLDERS on
    the REGISTER at the close of business on the day the resolution is
        passed (or another date stated in the resolution or fixed as stated in
   the resolution). The sum set aside must be used to pay up in full
       SHARES of the COMPANY and to allot such SHARES and distribute them to
   holders of ORDINARY SHARES as bonus SHARES in proportion to their
     holdings of ORDINARY SHARES at the time. The SHARES can be ORDINARY
         SHARES or, if the rights of other existing SHARES allow this, SHARES of
some other class.                                             

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134.3    If any difficulty arises in operating this Article, the directors can  
         resolve it in any way which they decide. For example they can deal with
        entitlements to fractions of a SHARE. They can decide that the benefit
       of fractions of a SHARE belongs to the COMPANY or that fractions of a
        SHARE are ignored or deal with fractions of a SHARE in some other way.

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

 SCRIP DIVIDENDS

135      ORDINARY SHAREHOLDERS CAN BE OFFERED THE RIGHT TO RECEIVE EXTRA SHARES 
INSTEAD OF CASH DIVIDENDS                                     

135.1    The directors can offer ORDINARY SHAREHOLDERS the right to choose to   
     receive extra ORDINARY SHARES, which are credited as fully PAID-UP,
         instead of some or all of their cash dividend. Before they can do this,
      the SHAREHOLDERS must have passed an ordinary resolution authorising
the directors to make this offer.                             

135.2    The ordinary resolution can apply to a particular dividend or dividends
       (whether declared or not). Alternatively, it can apply to some or all
       of the dividends which may be declared or paid in a specified period.
  The specified period must end no later than five years after the
ordinary resolution is passed.                                

135.3    The directors can offer ORDINARY SHAREHOLDERS or persons automatically 
       entitled by operation of law the right to request new ORDINARY SHARES
instead of cash for:                                          

-        the next dividend; or                                

   -        all future dividends (if SHARES are made available as an
                alternative to a cash dividend), until they tell the COMPANY
            that they no longer wish to receive new ORDINARY SHARES.

      The directors can also allow ORDINARY SHAREHOLDERS to choose between
these alternatives.                                           

135.4    An ORDINARY SHAREHOLDER opting for new SHARES is entitled to ORDINARY  
      SHARES whose total RELEVANT VALUE is as near as possible to the cash
       dividend (disregarding any tax credit) he would have received, but no
greater than such cash dividend.                              

135.5    The RELEVANT VALUE of an ORDINARY SHARE is a value calculated in the   
manner set out in the ordinary resolution or, if the ordinary 
         resolution does not set out how the RELEVANT VALUE of an ORDINARY SHARE
      is to be calculated, then the RELEVANT VALUE of an ORDINARY SHARE is
    the average value of the ORDINARY SHARES for the five dealing days
        starting from, and including, the day when the SHARES are first quoted
         "ex dividend". This average value is worked out from the average middle
         market quotations for the ORDINARY SHARES on the LONDON STOCK EXCHANGE,
       as published in its Daily Official List. A certificate or report from
       the COMPANY'S auditors as to the amount of the RELEVANT VALUE will be
conclusive evidence of that amount.                           

135.6    After the directors have decided to apply this Article to a dividend,  
      they must notify eligible ORDINARY SHAREHOLDERS in writing (or where
         the COMPANIES ACTS permit, by ELECTRONIC MAIL) of their right to choose
       new ORDINARY SHARES. This notice should also set out the procedure by
         which the ORDINARY SHAREHOLDERS must notify the COMPANY if they wish to
       receive new ORDINARY SHARES. Where ORDINARY SHAREHOLDERS have already
   chosen to receive new ORDINARY SHARES in place of all cash future
dividends, if new ORDINARY SHARES are available,              

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     the COMPANY will not notify them of a right to receive new ORDINARY
      SHARES. Instead, the COMPANY will remind them that they have already
       chosen to receive new ORDINARY SHARES and explain to them how to tell
   the COMPANY if they wish to start receiving cash dividends again.

135.7    The directors can set a minimum number of ORDINARY SHARES in respect of
    which the right to choose new ORDINARY SHARES can be exercised. No
    ORDINARY SHAREHOLDER or person who is automatically entitled to an
         ORDINARY SHARE by law will receive a fraction of a SHARE. The directors
     can decide how to deal with any fractions left over and the COMPANY
    can, if the directors decide, receive the benefit of any or all of
these.                                                        

135.8    The directors can exclude or restrict the right to choose new ORDINARY 
SHARES, or make any other arrangements where they decide that:

    -        this is necessary or convenient to deal with any legal or
                practical problems in relation to holders of ORDINARY SHARES
               with registered addresses in any particular territory under
                the laws of any territory, or requirements of any recognised
          regulatory body or stock exchange in any territory; or

       -        special formalities would otherwise apply in connection with
               the offer of new ORDINARY SHARES (including ORDINARY SHARES
        being represented by AMERICAN DEPOSITARY SHARES); or

         -        it would be impractical or unduly onerous to give the right to
              any ORDINARY SHAREHOLDER or that for some other reason the
offer should not be made to them.           

135.9    If an ORDINARY SHAREHOLDER chooses to receive new ORDINARY SHARES, no  
        dividend on the ORDINARY SHARES for which he has chosen to receive new
         ORDINARY SHARES (which are called the ELECTED SHARES), will be declared
        or payable. Instead, new ORDINARY SHARES will be allotted on the basis
        set out earlier in this Article. To do this the directors will convert
         into capital a sum equal to the total nominal value of the new ORDINARY
     SHARES to be allotted. They will use this sum to pay up in full the
        appropriate number of new ORDINARY SHARES. These will then be allotted
        and distributed to the holders of the ELECTED SHARES as set out above.
         The sum to be converted into capital can be taken from any amount which
      is then in any reserve or fund (including the share premium account,
  any capital redemption reserve and the profit and loss account).
      Article 134 applies to this process, so far as it is consistent with
this Article 135.                                             

135.10   The new ORDINARY SHARES rank equally in all respects with the existing 
       fully PAID-UP ORDINARY SHARES at the time the new ORDINARY SHARES are
    allotted. The new ORDINARY SHARES are not entitled to share in the
         dividend from which they arose or any other dividend or distribution or
       other entitlement which has been declared, made or paid or is payable
by reference to such record date or earlier record date.      

135.11   Unless the directors decide otherwise or the CREST REGULATIONS or the  
       rules of a RELEVANT SYSTEM require otherwise, any new ORDINARY SHARES
        which an ORDINARY SHAREHOLDER has chosen to receive instead of some or
all of his cash dividend will be:                             

     -        SHARES in UNCERTIFICATED FORM if the corresponding elected
                 SHARES were UNCERTIFICATED SHARES on the record date for that
dividend; and                               

   -        SHARES in CERTIFICATED FORM if the corresponding elected
                  SHARES were SHARES in CERTIFICATED FORM on the record date for
that dividend.                              

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135.12   The directors can decide that new ORDINARY SHARES will not be available
        in place of any cash dividend. They can decide this at any time before
     new ORDINARY SHARES are allotted in place of such dividend, whether
  before or after ORDINARY SHAREHOLDERS have chosen to receive new
ORDINARY SHARES.                                              

135.13   The directors have the power to do all acts and things they consider   
necessary to give effect to this Article.                     

ACCOUNTS

136      ACCOUNTING AND OTHER RECORDS                                           

136.1    The directors must make sure that proper accounting records that comply
  with the COMPANIES ACTS are kept. These records must explain the
         COMPANY'S transactions and show its financial position at any time with
reasonable accuracy.                                          

136.2    The directors must, in accordance with the COMPANIES ACTS, ensure that 
       the profit and loss accounts, balance sheets, group accounts (if any)
   and reports specified in the COMPANIES ACTS are prepared and laid
before the COMPANY at a General Meeting.                      

136.3    The auditors' report must be laid before the COMPANY in General Meeting
    and must be open for inspection as required by the COMPANIES ACTS.

137      LOCATION AND INSPECTION OF RECORDS                                     

137.1    The accounting records must be kept:                                   

-        at the REGISTERED OFFICE; or                         

    -        at any other place which the COMPANIES ACTS allow and the
directors decide on.                        

137.2    The COMPANY'S officers always have the right to inspect the accounting 
records.                                                      

137.3    No SHAREHOLDER (other than a SHAREHOLDER who is also an officer) has   
 any right to inspect any books or papers of the COMPANY unless:

   -        the COMPANIES ACTS or a proper court order give him that
right; or                                   

-        the directors authorise him to do so; or             

-        he is authorised by an ordinary resolution to do so. 

138      SENDING COPIES OF ACCOUNTS AND OTHER DOCUMENTS                         

138.1    This Article applies to every directors' and auditors' report and      
 balance sheet and profit and loss account to be laid before the
     SHAREHOLDERS at a General Meeting with any other document which the
COMPANIES ACTS requires to be attached to these.              

138.2    Copies of the documents set out in Article 138.1 must be delivered or  
 sent by post to the SHAREHOLDERS and debenture holders at their
       registered addresses and to all other people to whom the ARTICLES, or
       the COMPANIES ACTS or the requirements of the UK LISTING AUTHORITY or
        the LONDON STOCK EXCHANGE (or of any other stock exchange on which all
     or any of the SHARES of the COMPANY have been admitted for listing)
      require the COMPANY to send them. This must be done at least 21 days
         before the relevant General Meeting. However, the COMPANY need not send
these documents to SHAREHOLDERS who are sent summary financial
statements in accordance with the COMPANIES ACTS.             

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138.3    SHAREHOLDERS or debenture holders who are not sent copies of the above 
 documents in Article 138.2 can receive a copy free of charge by
applying to the COMPANY at the REGISTERED OFFICE.             

138.4    If permitted by the COMPANIES ACTS and agreed to by the SHAREHOLDER,   
      the documents set out in this Article may be delivered by ELECTRONIC
MAIL.                                                         

AUDITORS

139      ACTS OF AUDITORS                                                       

        The directors must appoint auditors for the COMPANY. The duties of the
      auditors will be regulated in accordance with the COMPANIES ACTS. So
       far as the COMPANIES ACTS allow, the actions of a person acting as an
        auditor are valid in favour of anyone dealing with the COMPANY in good
     faith, even if there was some defect in the person's appointment or
qualification to act as an auditor.                           

140      AUDITORS AT GENERAL MEETINGS                                           

       The COMPANY'S auditor can attend any General Meeting. He can speak at
       General Meetings on any business which is relevant to him as auditor.

 NOTICES

141      SERVING AND DELIVERING NOTICES AND OTHER DOCUMENTS                     

141.1    The COMPANY can serve or deliver any offer, notice or other document,  
including a share certificate, on or to a SHAREHOLDER:        

-        personally;                                          

-        by posting it in a letter (with postage paid) to the 
                SHAREHOLDER'S registered address or by causing it to be left
at that address in some other way; or       

        -        So far as the COMPANIES ACTS allow (and except in relation to
            share certificates), by ELECTRONIC MAIL to an electronic
               ADDRESS or fax number in the UNITED KINGDOM notified by the
       SHAREHOLDER in writing. This includes notifying the
                  SHAREHOLDER by ELECTRONIC MAIL that the offer, notice or other
               document has been published and is available at a specified
            web site address with details of how it may be accessed.

141.2    If the COMPANY cannot effectively call a General Meeting by sending    
       notices through the post, because the post is suspended or restricted
      in the UNITED KINGDOM, the directors can call the General Meeting by
        publishing a notice in at least one UNITED KINGDOM national newspaper.
       Notice published in this way will be treated as being properly served
        on SHAREHOLDERS who are entitled to receive it at noon on the day when
         the advertisement first appears. If it becomes possible to use the post
         again more than seven days before the General Meeting, the COMPANY must
send confirmation of the notice by post.                      

141.3    Any notice given by the COMPANY to its SHAREHOLDERS (except for a      
         notice convening a SHAREHOLDERS' MEETING) can (if it is not possible to
send a notice by post) be sufficiently given by placing an    
      advertisement of the notice once in at least one national newspaper.

141.4    However, Articles 141 to 146 do not affect any provision of the        
         COMPANIES ACTS requiring offers, notices or documents to be served in a
particular way.                                               

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142      NOTICES TO JOINT HOLDERS                                               

        When a notice or document is to be given to joint SHAREHOLDERS it must
       be given to the joint SHAREHOLDER who is listed first on the REGISTER
       for the SHARE or SHARES, but ignoring any joint SHAREHOLDER without a
         UNITED KINGDOM address under Article 143. A notice given in this way is
treated as given to all of the joint holders.                 

143      NOTICES FOR SHAREHOLDERS WITH FOREIGN ADDRESSES                        

        This Article applies to a SHAREHOLDER whose address on the REGISTER is
      outside the UNITED KINGDOM. He can give the COMPANY a UNITED KINGDOM
         address where notices or documents can be served on him. If he does, he
         is entitled to have notices or documents served on him at that address.
        Otherwise, he is not entitled to receive any notices from the COMPANY.

144      WHEN NOTICES ARE SERVED                                                

144.1    If a notice or document is delivered or served by hand, it is treated  
as being delivered or served at the time it is handed to the  
SHAREHOLDER or left at his registered address.                

144.2    If a notice or document is sent through the post, it is treated as     
      being served or delivered at the expiration of 24 hours after it was
posted in the UNITED KINGDOM.                                 

144.3    It can be proved conclusively that a notice or other document was      
      served by post by showing that the envelope containing the notice or
document was:                                                 

-        properly addressed and                               

-        put into the post and sent with postage prepaid.     

144.4    To the extent permitted by the COMPANIES ACTS and these ARTICLES a     
       notice or document sent by ELECTRONIC MAIL is treated as being served
         or delivered at the expiration of two hours from the time on the day it
   was sent. It can be proved, subject to the COMPANIES ACTS, that a
    notice or other document was served or delivered by the COMPANY by
    ELECTRONIC MAIL by showing that it was sent in accordance with the
   formal recommendations of best practice contained in the guidance
      issued by the Institute of Chartered Secretaries and Administrators.

144.5    If a notice is given by advertisement, it is treated as being served or
delivered on the day on which the advertisement appears.      

145      SERVING NOTICES AND DOCUMENTS ON SHAREHOLDERS WHO HAVE DIED OR ARE     
BANKRUPT                                                      

       This Article applies where a SHAREHOLDER has died, or become bankrupt
or has become of unsound mind, but is still registered as a   
     SHAREHOLDER. It applies whether he is registered as a sole or joint
 SHAREHOLDER. If any notice, or other document, is served on the
      SHAREHOLDER named on the REGISTER, or sent to him in accordance with
     the ARTICLES, this will be valid despite his death or bankruptcy or
       becoming of unsound mind. This applies even if the COMPANY knew about
        these things. If notices or documents are served or sent in accordance
       with this Article, there is no need to send them to, or serve them in
any other way on any other people who may be involved.        

146      IF DOCUMENTS ARE ACCIDENTALLY NOT SENT                                 

   If any notice, or other document relating to any meeting or other
       proceeding, is accidentally not sent, or is not received, the meeting
or other proceeding will not be invalid as a result.          

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 MINUTES AND RECORDS

147      MINUTES                                                                

147.1    The directors must ensure that minutes are entered in books kept for   
the purpose of:                                               

-        all appointments of officers made by the directors;  

        -        the names of the directors present at each directors' meeting
and of any committee of the directors;      

         -        all resolutions and proceedings at all General Meetings of the
               COMPANY, the holders of any class of SHARES in the COMPANY,
      the directors and any committees of the directors;

   and every director present at any directors' meeting or committee
   meeting must sign his name in a book to be kept for that purpose.

147.2    If any such minute purports to be signed by the chairman of the meeting
    at which the proceedings took place or by the chairman of the next
succeeding meeting this shall be conclusive evidence of the   
proceedings.                                                  

148      AVAILABILITY OF RECORDS FOR INSPECTION AND NOTIFYING THE REGISTRAR OF  
COMPANIES                                                     

148.1    The COMPANY must keep and make available for inspection as required by 
the COMPANIES ACTS:                                           

       -        a register of the directors and SECRETARY which must include
                 all information required by the COMPANIES ACTS (and from time
                 to time the COMPANY must notify the registrar of companies of
             changes to the register and the date of the change in the
manner required by the Acts);               

        -        copies and memoranda of directors' service contracts with the
COMPANY and any of its SUBSIDIARIES,        

        -        a register of directors' interests in SHARES or debentures of
                the COMPANY or any other body corporate, being the COMPANY'S
                  SUBSIDIARY or holding company or a SUBSIDIARY of the COMPANY'S
              holding company. This register must be produced and remain
open at each Annual General Meeting; and    

        -        a register for recording information relating to interests in
the share capital of the COMPANY.           

148.2    The directors must ensure that a register is kept in accordance with   
      the COMPANIES ACTS of all charges specifically affecting property of
        the COMPANY and of all floating charges relating to assets or property
       of the COMPANY, and the directors must comply with the COMPANIES ACTS
in relation to registration of charges.                       

WINDING UP

149      DIRECTORS' POWER TO PETITION                                           

      The directors can present a petition to the Court in the name and on
behalf of the COMPANY for the COMPANY to be wound up.         

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150      DISTRIBUTION OF ASSETS IN KIND                                         

         If the COMPANY is wound up (whether the liquidation is voluntary, under
         supervision of the Court, or by the Court) the liquidator can, with the
         authority of an extraordinary resolution passed by the SHAREHOLDERS and
     any other sanction required by the COMPANIES ACTS, divide among the
       SHAREHOLDERS the whole or any part of the assets of the COMPANY. This
         applies whether the assets consist of property of one kind or different
     kinds. For this purpose, the liquidator can place whatever value he
         considers fair upon any property and decide how the division is carried
       out as between SHAREHOLDERS or different classes of SHAREHOLDERS. The
        liquidator can also, with the authority of an extraordinary resolution
   passed by the SHAREHOLDERS and any other sanction required by the
      COMPANIES ACTS, transfer any part of the assets to trustees upon any
      trusts for the benefit of SHAREHOLDERS which the liquidator decides.
       However no past or present SHAREHOLDER can be compelled to accept any
        SHARES or other securities under this Article which carry a liability.

DESTROYING DOCUMENTS

151      DESTROYING DOCUMENTS                                                   

151.1    The COMPANY can destroy all:                                           

       -        forms of transfer of SHARES, and documents sent to support a
              transfer, and any other documents which were the basis for
                  making an entry on the REGISTER, after six years from the date
of registration;                            

         -        dividend payment instructions and notifications of a change of
             address or name, after two years from the date these were
registered; and                             

     -        cancelled share certificates, one year after the date they
were cancelled.                             

151.2    A document destroyed in accordance with Article 151.1 is conclusively  
     treated as having been a valid and effective document in accordance
        with the COMPANY'S records relating to the document. Any action of the
   COMPANY in dealing with the document in accordance with its terms
    before it was destroyed is conclusively treated as properly taken.

151.3    Articles 151.1 and 151.2 only apply to documents which are destroyed in
      good faith and if the COMPANY has not been informed that keeping the
documents is relevant to any claim.                           

151.4    For documents relating to SHARES in UNCERTIFICATED FORM, the COMPANY   
       must also comply with any rules (as defined in the CREST REGULATIONS)
which limit its ability to destroy these documents.           

151.5    This Article does not make the COMPANY liable if it:                   

         -        destroys a document earlier than referred to in Article 151.1;
or                                          

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

151.6    This Article applies whether a document is destroyed or disposed of in 
any other manner.                                             

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 INDEMNITY AND INSURANCE

152      INDEMNITY                                                              

152.1    So far as the COMPANIES ACTS allow, every director, SECRETARY or other 
       officer of the COMPANY shall be indemnified by the COMPANY out of its
        own funds against all costs, charges, losses, expenses and liabilities
incurred by him:                                              

  -        in performing or omitting to perform his duties; and/or

   -        in exercising or omitting to exercise his powers; and/or

-        in purporting to do any of these things; and/or      

     -        otherwise in relation to or in connection with his duties,
powers or office.                           

152.2    So far as the COMPANIES ACTS allow, every director, SECRETARY or other 
      officer of the COMPANY is exempted from any liability to the COMPANY
   where that liability would be covered by the indemnity in Article
152.1.                                                        

153      INSURANCE                                                              

153.1    For the purpose of this Article each of the following is a RELEVANT    
COMPANY:                                                      

-        THE COMPANY;                                         

-        any holding company of the COMPANY;                  

         -        any COMPANY in which the COMPANY or its holding company or any
                of the predecessors of the COMPANY or of its holding company
            has or had any interest, whether direct or indirect; and

       -        any COMPANY which is in any way allied to or associated with
                the COMPANY, or any SUBSIDIARY UNDERTAKING of the COMPANY or
such other COMPANY.                         

153.2    Without limiting Article 152 in any way, the directors can arrange for 
       the COMPANY to purchase and maintain insurance for or for the benefit
of any persons who are or were at any time:                   

       -        directors, officers or employees of any RELEVANT COMPANY; or

     -        trustees of any pension fund or employees' share scheme in
           which employees of any RELEVANT COMPANY are interested.

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

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

     -        in exercising or omitting to exercise their powers; and/or

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

    -        otherwise in relation to their duties, powers or offices.

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SHARE WARRANTS

154      ISSUE OF SHARE WARRANTS                                                

154.1    The COMPANY can issue SHARE WARRANTS which state that the bearer of the
     SHARE WARRANT ("BEARER") is entitled to the SHARES specified in the
       SHARE WARRANT. THE COMPANY can only do this in a way which is allowed
         under the COMPANIES ACTS and in Articles 154 to 161. SHARE WARRANTS can
     provide for the payment of future dividends and other distributions
         relating to the SHARES. Payment can be made by exchanging coupons which
      can be attached to the SHARE WARRANTS, or in any other way which the
directors determine.                                          

154.2    The BEARER of a SHARE WARRANT is entitled to the number of SHARES which
    are specified in it. These SHARES can be transferred by one person
delivering the SHARE WARRANT to another.                      

154.3    Subject to Article 154.2, the provisions of the ARTICLES relating to   
  share certificates and transferring SHARES do not apply to SHARE
WARRANTS.                                                     

154.4    Each SHARE WARRANT must be issued under the SEAL.                      

154.5    The directors can decide on the language and form of, and the number of
SHARES represented by, each SHARE WARRANT.                    

155      DIRECTORS CAN ACCEPT A CERTIFICATE INSTEAD OF A SHARE WARRANT          

155.1    The directors can accept a certificate from the persons referred to in 
  Article 155.2 stating that they hold SHARE WARRANTS on behalf of
      someone named in the certificate as proof of matters set out in such
    certificate. The certificate will be in such form as the directors
      decide (including details of the number of SHARES to which the SHARE
WARRANT relates).                                             

155.2    The only people who may deliver a certificate to the COMPANY are the   
     ADR DEPOSITARY or any bank or agent which has been appointed by the
         COMPANY. For the purposes of Articles 154 to 160, the COMPANY can treat
       the deposit of the certificate as though the SHARE WARRANT itself had
been deposited at the TRANSFER OFFICE.                        

155.3    As long as the certificate is in a form agreed by the directors, the   
        COMPANY does not need to make any further enquiry into the accuracy of
the information contained in the certificate.                 

166      REQUESTING A SHARE WARRANT                                             

156.1    A SHARE WARRANT will only be issued if a SHAREHOLDER requests in       
      writing that a SHARE WARRANT is issued for some or all of the SHARES
which are registered in his name.                             

156.2    The request must be addressed to the directors at the TRANSFER OFFICE. 
         The directors can specify the form of the request, and can require that
       evidence is sent with the request to prove the identity of the person
      making the request and his right to the SHARES. The directors do not
have to agree to this request.                                

156.3    Where a SHAREHOLDER requests that SHARE WARRANTS are issued in relation
       to SHARES registered in his name, and there are share certificates in
       respect of those SHARES, a SHARE WARRANT will only be issued once the
   share certificates have been delivered to the TRANSFER OFFICE for
cancellation.                                                 

156.4    A person who requests a SHARE WARRANT (including a person requesting a 
 SHARE WARRANT in the circumstances described in Article 157) is
     responsible (and will re-imburse the COMPANY) for all and any stamp
         duties, stamp duty reserve tax, bearer instrument duty, taxes, charges,

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      fees, interest and penalties payable in connection with the issue of
  the SHARE WARRANTS. This Article 156.4 applies unless the person
 requesting the SHARE WARRANT agrees otherwise with the COMPANY.

157      REPLACING SHARE WARRANTS                                               

157.1    If a SHARE WARRANT is damaged or defaced, the BEARER can request a new 
  one, once he returns the damaged or defaced SHARE WARRANT to the
  directors at the TRANSFER OFFICE. Once any payments of the types
        described in Article 156.4 are made (if any), a new SHARE WARRANT will
be issued.                                                    

157.2    If a SHARE WARRANT is said to have been lost, stolen or destroyed, the 
         directors can issue a replacement (although they do not have to do so).
       The directors can require satisfactory evidence of the loss, theft or
         destruction, an indemnity, the payment of any exceptional out of pocket
       expenses, and payments of the types described in Article 156.4 before
issuing a replacement.                                        

157.3    The Bearer can ask the directors to cancel his existing SHARE WARRANT  
 and replace it with two (or more) SHARE WARRANTS which together
     represent the same number of SHARES which the original single SHARE
    WARRANT represented. The directors do not have to comply with this
     request. If they do, the BEARER will have to surrender his original
         SHARE WARRANT and can be required by the directors to make any payments
       of the types described in Article 156.4 before the new SHARE WARRANTS
are issued.                                                   

158      RIGHTS OF THE BEARER                                                   

158.1    The BEARER (or a person who has deposited his SHARE WARRANT in         
      accordance with Article 158.2 or if the directors so decide, Article
        155.2) shall be entitled to the same rights and be subject to the same
     obligations as those to which he would be entitled or subject if he
     were the registered holder of the SHARES to which the SHARE WARRANT
    relates. This is subject to the provisions of Articles 154 to 161.

158.2    Where a BEARER deposits his SHARE WARRANT, together with a written     
     declaration giving his name and address, at the TRANSFER OFFICE (or
       some other place specified by the directors) he has certain rights at
      any General Meeting provided that such SHARE WARRANT is deposited at
     least 48 hours in advance of such meeting. For as long as the SHARE
         Warrant remains so deposited, the person who deposited it will have the
       following rights as if he were the registered holder from the time of
   deposit of the SHARES specified in the SHARE WARRANT at a General
Meeting:                                                      

-        the right to sign a form requiring a General Meeting;

-        the right to give notice of his intention to submit a
resolution at a General Meeting;            

   -        the right to attend, speak and vote, appoint a proxy and
           exercise the other rights of a SHAREHOLDER at a General
Meeting.                                    

158.3    Any SHARE WARRANT which is deposited in accordance with Article 158.2  
         must remain deposited until the end of the General Meeting at which the
person who deposited the SHARE WARRANT desires to attend or be
represented.                                                  

158.4    If a person presents a SHARE WARRANT at the TRANSFER OFFICE, the       
    COMPANY is entitled to assume that this person is the owner of the
        SHARE WARRANT. The COMPANY can pay dividends or moneys relating to the
    SHARES specified in the SHARE WARRANT which are due to this person

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         either to such person or to an account specified by him. If the COMPANY
        does this, it shall have performed its obligation to pay that dividend
or those moneys.                                              

159      BEARERS OF SHARE WARRANTS PARTICIPATING IN SECURITIES OFFERS           

159.1    In the case of a SECURITIES OFFER, there is no need to contact any     
        Bearer individually. Instead, all the COMPANY need do is advertise the
      details of the SECURITIES OFFER in a leading UNITED KINGDOM national
     daily newspaper (and any other newspapers the directors decide on).

159.2    If, following the publication of the advertisement referred to above,  
       the BEARER deposits the SHARE WARRANT (or, if appropriate, the coupon
      attached to the SHARE WARRANT) at the TRANSFER OFFICE (or some other
         place mentioned in the advertisement), within the time limit set out in
      the SECURITIES OFFER, he shall have the same right to participate in
        the SECURITIES OFFER as if he were the registered holder of the SHARES
specified in the SHARE WARRANT.                               

159.3    For the purposes of this Article, a SECURITIES OFFER means an offer of 
  SHARES, securities or debentures to SHAREHOLDERS or any class of
      SHAREHOLDERS, or a proposed issue of SHARES pursuant to Article 134.

160      COMMUNICATIONS WITH BEARERS OF SHARE WARRANTS                          

160.1    In the case of any communication (for example, a notice of General     
      Meeting, a circular or annual report) with SHAREHOLDERS, there is no
       need for the COMPANY to contact any BEARER individually. Instead, all
        the COMPANY need do is advertise the communication in a leading UNITED
KINGDOM national daily newspaper (and any other newspapers the
directors decide on), giving an address where copies of the   
communication may be obtained by the BEARER.                  

160.2    The COMPANY must communicate with the BEARER in a different way, if the
LONDON STOCK EXCHANGE requires this.                          

161      ISSUING SHARES TO WHICH THE SHARE WARRANT RELATES                      

161.1    The BEARER can ask to be registered as a SHAREHOLDER (or that another  
 person be so registered) in respect of all or any of the SHARES
      specified in the SHARE WARRANT. In order to do so he must deposit at
    the TRANSFER OFFICE (or another place specified by the directors):

-        the SHARE WARRANT; and                               

       -        a signed declaration in a form agreed by the directors which
            sets out the names and addresses of the persons, and the
                numbers of SHARES, in whose name he wishes such SHARES to be
registered.                                 

161.2    The COMPANY will comply with a request made in accordance with Article 
         161.1 only upon the payment (or reimbursement) by the BEARER of all and
   any stamp duties, stamp duty reserve tax, bearer instrument duty,
         taxes, charges, fees, interest and penalties payable in connection with
        the issue of the SHARES. The COMPANY may, however, agree that any such
taxes or costs do not have to be paid by the BEARER.          

161.3    If the COMPANY complies with a request made in accordance with Article 
         161.1, the person named in the declaration will be entitled to have his
   name entered as a member in the REGISTER in respect of the SHARES
     specified in the declaration and to receive a share certificate for
them.                                                         

161.4    If the declaration does not deal with all the SHARES to which the SHARE
       WARRANT relates, a new SHARE WARRANT for the remaining SHARES will be
issued, without charge, to the person who                     

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     deposited the old SHARE WARRANT. The new SHARE WARRANT will only be
issued upon the cancellation of the old SHARE WARRANT.        

ADR DEPOSITARY

162      ADR DEPOSITARY CAN APPOINT PROXIES                                     

162.1    The ADR DEPOSITARY can appoint more than one person to be its proxy. As
   long as the appointment complies with the requirements in Article
      162.2, the appointment can be made in any way and on any terms which
     the ADR DEPOSITARY thinks fit. Each person appointed in this way is
called an APPOINTED PROXY.                                    

162.2    The appointment must set out the number of SHARES in relation to which 
      an APPOINTED PROXY is appointed. This number is called the APPOINTED
         NUMBER. The APPOINTED NUMBERS of all APPOINTED PROXIES appointed by the
       ADR DEPOSITARY, when added together, must not be more than the number
of DEPOSITARY SHARES (as calculated in Article 162.3).        

162.3    The DEPOSITARY SHARES attributable to the ADR DEPOSITARY consist of the
total of the number of SHARES:                                

-        registered in the name of the ADR DEPOSITARY;        

         -        represented by SHARE WARRANTS which have been deposited by the
              ADR DEPOSITARY with the COMPANY in accordance with Article
158; and                                    

-        represented by SHARE WARRANTS which are set out in a 
                 certificate from the ADR DEPOSITARY accepted by the directors
in accordance with Article 155.             

163      The ADR DEPOSITARY MUST KEEP A PROXY REGISTER                          

163.1    The ADR DEPOSITARY must keep a register of the names and addresses of  
         all the APPOINTED PROXIES. This is called the PROXY REGISTER. The PROXY
   REGISTER will also set out the APPOINTED NUMBER of SHARES of each
 APPOINTED PROXY. This can be shown by setting out the number of
   AMERICAN DEPOSITARY RECEIPTS which each APPOINTED PROXY holds and
   stating that the APPOINTED NUMBER of SHARES can be ascertained by
     multiplying the said number of AMERICAN DEPOSITARY RECEIPTS by such
        number which for the time being is equal to the number of SHARES which
any one AMERICAN DEPOSITARY RECEIPT represents.               

163.2    The ADR DEPOSITARY must let anyone whom the directors nominate inspect 
      the PROXY REGISTER during usual business hours on a WORKING DAY. The
        ADR DEPOSITARY must also provide, as soon as possible, any information
         contained in the PROXY REGISTER if it is demanded by the COMPANY or its
agents.                                                       

164      APPOINTED PROXIES CAN ONLY ATTEND GENERAL MEETINGS IF PROPERLY         
APPOINTED                                                     

         An Appointed Proxy may only attend a General Meeting if he provides the
        COMPANY with written evidence of his appointment by the ADR DEPOSITARY
     for that General Meeting. This must be in a form agreed between the
directors and the ADR DEPOSITARY.                             

165      RIGHTS OF APPOINTED PROXIES                                            

     Subject to the COMPANIES ACTS and these ARTICLES and so long as the
  DEPOSITARY SHARES are sufficient to include an APPOINTED PROXY'S
APPOINTED NUMBER:                                             

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       -        at a General Meeting which an APPOINTED PROXY is entitled to
              attend, he is entitled to the same rights and has the same
                obligations in relation to his APPOINTED NUMBER of SHARES as
                  if the ADR DEPOSITARY was the registered holder of such SHARES
                 and he had been validly appointed in accordance with Articles
                76, 77 and 78 by the ADR DEPOSITARY as its proxy in relation
to those SHARES; and                        

      -        an APPOINTED PROXY can himself appoint another person to be
               his proxy in relation to his APPOINTED NUMBER of SHARES, as
               long as the appointment is made and deposited in accordance
                with Articles 76, 77 and 78 and, if it is, the provisions of
                  these ARTICLES will apply to such an appointment as though the
                APPOINTED PROXY was the registered holder of such SHARES and
     the appointment was made by him in that capacity.

166      SENDING INFORMATION TO AN APPOINTED PROXY                              

        The COMPANY can send to an APPOINTED PROXY at his address in the PROXY
 REGISTER all the same documents which are sent to SHAREHOLDERS.

167      THE COMPANY CAN PAY DIVIDENDS TO AN APPOINTED PROXY                    

       The COMPANY can pay to an APPOINTED PROXY at his address in the PROXY
  REGISTER all dividends or other moneys relating to the APPOINTED
         PROXY'S APPOINTED NUMBER of SHARES instead of paying this amount to the
ADR DEPOSITARY. If the COMPANY does this, it will not have any
obligation to make this payment to the ADR DEPOSITARY as well.

168      THE PROXY REGISTER MAY BE FIXED AT A CERTAIN DATE                      

168.1    In order to determine which persons are entitled as APPOINTED PROXIES  
to:                                                           

-        exercise the rights conferred by Article 165;        

-        receive documents sent pursuant to Article 166; and  

-        be paid dividends pursuant to Article 167            

       and the APPOINTED NUMBER of SHARES in respect of which a person is to
    be treated as having been appointed as an APPOINTED PROXY for such
      purpose, the ADR DEPOSITARY may determine that the APPOINTED PROXIES
       who are entitled are the persons entered in the PROXY REGISTER at the
     close of business on a date (a "RECORD DATE") determined by the ADR
DEPOSITARY in consultation with the COMPANY.                  

168.2    When a RECORD DATE is determined for a particular purpose:             

    -        the APPOINTED NUMBER of SHARES in respect of an APPOINTED
                  PROXY will be treated as the number appearing against his name
            in the PROXY REGISTER as at the close of business on the
RECORD DATE;                                

  -        this can be shown by setting out the number of AMERICAN
            DEPOSITARY RECEIPTS which each APPOINTED PROXY holds and
           stating that the number of SHARES can be ascertained by
                  multiplying the said number of AMERICAN DEPOSITARY RECEIPTS by
                  such number which for the time being is equal to the number of
                SHARES which any one AMERICAN DEPOSITARY RECEIPT represents;
and                                         

      -        changes to entries in the PROXY REGISTER after the close of
                  business on the RECORD DATE will be ignored in determining the
        entitlement of any person for the purpose concerned.

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169      THE NATURE OF AN APPOINTED PROXY'S INTEREST                            

      Except as required by the COMPANIES ACTS, NO APPOINTED PROXY will be
      recognised by the COMPANY as holding any interest in SHARES upon any
       trust. Except for recognising the rights given in relation to General
        Meetings by appointments made by APPOINTED PROXIES pursuant to Article
       165, the COMPANY is entitled to treat any person entered in the PROXY
       REGISTER as an APPOINTED PROXY as the only person (other than the ADR
        DEPOSITARY) who has any interest in the SHARES in respect of which the
APPOINTED PROXY has been appointed.                           

170      VALIDITY OF THE APPOINTMENT OF APPOINTED PROXIES                       

170.1    If any question arises as to whether any particular person or persons  
   has or have been validly appointed to vote (or exercise any other
       right) in respect of any SHARES (for example because the total number
      of SHARES in respect of which appointments are recorded in the PROXY
      REGISTER is more than the number of DEPOSITARY SHARES) this question
         will, if it arises at or in relation to a General Meeting be determined
         by the chairman of the General Meeting. His decision (which can include
    declining to recognise a particular appointment or appointments as
         valid) will, if made in good faith, be final and binding on all persons
interested.                                                   

170.2    If a question of the type described in Article 170.1 arises in any     
      circumstances other than at or in relation to a General Meeting, the
         question will be determined by the directors. Their decision (which can
         include declining to recognise a particular appointment or appointments
         as valid) will also, if made in good faith, be final and binding on all
persons interested.                                           

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GLOSSARY

ABOUT THE GLOSSARY                                                              

This glossary is to help readers understand the COMPANY'S Articles of           
Association. Words are explained as they are used in the ARTICLES - they might  
mean different things in other documents. The glossary is not legally part of   
the ARTICLES, and it does not affect their meaning. The definitions are intended
to be a general guide - they are not precise.                                   

ABROGATE If the special rights of a SHARE are abrogated, they are cancelled or  
withdrawn.                                                                      

ACCRUE If interest is accruing, it is running or mounting up, day by day.       

ADJOURNED In relation to a SHAREHOLDERS' MEETING, means that the meeting has    
come to an end for the time being, to be continued at a later time or day, at   
the same or a different place and adjourned and adjourn shall be construed      
accordingly.                                                                    

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

ALLOT When new SHARES are allotted, they are set aside for the person they are  
intended for. This will normally be after the person has agreed to pay for a new
SHARE, or has become entitled to a new SHARE for any other reason. As soon as a 
SHARE is allotted, that person gets the right to have his name put on the       
register of SHAREHOLDERS. When he has been registered, the SHARE has also been  
issued.                                                                         

ALLOTTEE A person to whom a SHARE is allotted (see renunciation).               

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

ATTORNEY An attorney is a person who has been appointed to act for another      
person in a particular way. The person is appointed by a formal document, called
a power of attorney.                                                            

AUTOMATICALLY ENTITLED TO A SHARE BY LAW In some situations, a person will be   
entitled to have SHARES which are registered in somebody else's name registered 
in his own name. Or he can require the SHARES to be transferred to another      
person. When a SHAREHOLDER dies, or the sole survivor of joint SHAREHOLDERS     
dies, his personal representatives have this right. If a SHAREHOLDER is made    
bankrupt, his trustee in bankruptcy has the right.                              

BENEFICIAL INTEREST A person on whose behalf or for whose benefit a trustee     
holds SHARES has a beneficial interest in those SHARES.                         

BROKERAGE Commission which is paid to a broker by a COMPANY issuing SHARES,     
where the broker's clients have applied for SHARES.                             

CALL A call to pay money which is due on SHARES which has not yet been paid.    
This happens if the COMPANY issues SHARES which are partly paid, where money    
remains to be paid to the COMPANY for the SHARES. The money which has not been  
paid can be "called" for. If all the money to be paid on a SHARE has been paid, 
the SHARE is called a fully paid SHARE.                                         

CAPITALISE To convert some or all of the reserves of a COMPANY into capital     
(such as SHARES).                                                               

CAPITAL REDEMPTION RESERVE A reserve of funds which a COMPANY may have to set up
to ensure that the COMPANY'S capital base remains the same when SHARES are      
redeemed or bought back. It is equivalent to the amount by which the COMPANY'S  
issued share capital is reduced by the redemption or purchase.                  

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CASUAL VACANCY A vacancy amongst the directors which occurs by reason of the    
death, resignation or disqualification of a director, or from the failure of an 
elected director to accept his appointment, or for any other reason except the  
retirement of a director in accordance with the ARTICLES.                       

CHARGE See lien and charge.                                                     

COMPANY REPRESENTATIVE If a COMPANY owns SHARES, it can appoint a COMPANY       
REPRESENTATIVE to attend a SHAREHOLDERS' MEETING to speak and vote for it.      

CONSOLIDATE When SHARES are consolidated, they are combined with other SHARES.  
For example, every three (pound)1 SHARES might be consolidated into one new     
(pound)3 SHARE.                                                                 

CUMULATIVE DIVIDENDS If a dividend which is cumulative cannot be paid in one    
year because the COMPANY does not have enough profits to cover the payment, the 
SHAREHOLDER has the right to receive the dividend in a future year, when the    
COMPANY has enough profits to pay the dividend. Compare this with a             
non-cumulative dividend.                                                        

DEBENTURE A typical debenture is a type of long-term borrowing by a COMPANY. The
loan usually has to be repaid at a fixed date in the future, and carries a fixed
rate of interest.                                                               

DECLARE Generally, when a final dividend is declared, it becomes due to be paid.

DIVIDEND ARREARS Any dividend arrears. This includes any dividends on SHARES    
with cumulative rights which could not be paid, but which have been carried     
forward.                                                                        

DIVIDEND WARRANT A dividend warrant is similar to a cheque for a dividend.      

DOCUMENTS OF TITLE The documents which show that a person owns something (for   
example, a share certificate).                                                  

EX-DIVIDEND When a SHARE goes "ex-dividend", a person who buys it will not be   
entitled to the dividend which has been declared shortly before he bought it.   
When a SHARE has gone "ex-dividend", the seller is entitled to this dividend,   
even though it will be paid after he has sold his SHARE.                        

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

EXERCISE When a power is exercised, it is put to use.                           

EXTRAORDINARY RESOLUTION A decision reached by a majority of at least 75 per    
cent, of votes cast. The COMPANIES ACT requires extraordinary resolutions to be 
passed in certain situations.                                                   

FORFEIT When a SHARE is forfeited it is taken away from the SHAREHOLDER and     
becomes the property of the COMPANY which can do with it as it likes. This      
process is called "forfeiture". This can happen if a call on a partly-paid SHARE
is not paid on time.                                                            

FULLY-PAID SHARES When all of the money which is due to the COMPANY for a SHARE 
has been paid, a SHARE is called a fully paid SHARE.                            

GOOD TITLE If a person has good title to a SHARE, he owns it outright.          

HOLDING COMPANY A COMPANY which controls another COMPANY (for example by owning 
a majority of its SHARES) is called the holding company of that other COMPANY.  
The other COMPANY is the SUBSIDIARY of the holding company.                     

INDEMNITY If a person gives another person an indemnity, he promises to make    
good any losses or damage which the other might suffer. The person who gives the
indemnity is said to "indemnify" the other person.                              

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IN ISSUE See issue.                                                             

INSTRUMENTS Formal legal documents.                                             

ISSUE When a share has been issued, everything has been done to make the        
SHAREHOLDER the owner of the SHARE. In particular, the SHAREHOLDER'S name has   
been put on the REGISTER of SHAREHOLDERS. Existing SHARES which have been issued
are "in issue".                                                                 

LIABILITIES Debts and other obligations.                                        

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

LIEN AND CHARGE Where the COMPANY has a lien and charge over SHARES, it can take
the dividends, and any other payments relating to the SHARES which it has a     
charge over, or it can sell the SHARES, to repay the debt and so on.            

MEMBERS means SHAREHOLDERS.                                                     

NEGOTIABLE INSTRUMENT A document such as a cheque, which can be freely          
transferred from one person to another.                                         

NOMINAL VALUE The nominal value of the SHARE. The nominal value of the US$0.10  
ORDINARY SHARES is US$0.10. This value is shown on the share certificate for a  
SHARE, if there is one. When the COMPANY issues new SHARES this can be for a    
price which is at a premium to the nominal value. When SHARES are bought and    
sold on the stock market this can be for more, or less, than the nominal value. 
The nominal value is sometimes also called the "par value".                     

NON-CUMULATIVE DIVIDENDS If a dividend which is non-cumulative cannot be paid in
one year because the COMPANY does not have enough profits available to cover the
payment, the SHAREHOLDER does not have the right to receive the dividend in a   
future year. This is the opposite to a cumulative dividend.                     

OBJECTS OF A COMPANY The business activities that the COMPANY is authorised to  
carry on. The COMPANY'S objects are set out in Clause 4 of its MEMORANDUM.      

OFFICE COPY An exact copy of an official document, supplied by the office which 
holds, or issued, the original.                                                 

ORDINARY RESOLUTION A decision reached by a simple majority of votes - that is  
by more than 50 per cent, of the votes cast.                                    

PAR VALUE See nominal value.                                                    

PARTLY PAID SHARES If any money remains to be paid on a SHARE, it is said to be 
partly paid. The unpaid money can be "called" for.                              

PERSONAL REPRESENTATIVES A person who is entitled to deal with the property     
("the estate") of a person who has died. If the person who has died left a valid
will, the will appoints "executors" who are personal representatives. If the    
person died without a will, the courts will appoint one or more "administrators"
to be the personal representatives.                                             

POLL A poll vote is usually a card vote but to the extent permitted by the      
COMPANIES ACTS may be an electronic vote. On a poll vote, the number of votes   
which a SHAREHOLDER has will depend on the number of SHARES which he owns. An   
ORDINARY SHAREHOLDER has one vote for each SHARE he owns. A poll vote is        
different to a show of hands vote, where each person who is entitled to vote has
just one vote, however many SHARES he owns.                                     

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POWER OF ATTORNEY A formal document which legally appoints one or more persons  
to act on behalf of another person.                                             

PRE-EMPTION RIGHTS The right of some SHAREHOLDERS which is given by the         
COMPANIES ACT to be offered a proportion of certain classes of newly issued     
SHARES and other securities before they are offered to anyone else. This offer  
must be made on terms which are at least as favourable as the terms offered to  
anyone else.                                                                    

PREMIUM If the COMPANY issues a new SHARE for more than its nominal value (for  
example because the market value is more than the nominal value), the amount    
above the nominal value is the premium.                                         

PROXY A proxy is a person who is appointed by a SHAREHOLDER to attend a         
SHAREHOLDERS' MEETING and vote for that SHAREHOLDER. A proxy is appointed by    
using a PROXY FORM. A proxy does not have to be a SHAREHOLDER. at a             
SHAREHOLDERS' MEETING a proxy can vote on a poll and, if the ARTICLES permit, he
can also vote on a show of hands and speak.                                     

PROXY FORM A form which a SHAREHOLDER uses to appoint a proxy to attend a       
SHAREHOLDERS' MEETING and vote for him. The PROXY FORM must be delivered to the 
COMPANY before the meeting to which it relates.                                 

QUORUM The minimum number of SHAREHOLDERS or directors who must be present      
before a meeting can start. When this number is reached, the meeting is said to 
be "quorate".                                                                   

RANK & RANKING When either capital or income is distributed to SHAREHOLDERS, it 
is paid out according to the rank (or ranking) of the SHARES. For example, a    
SHARE which ranks before (or ahead of) another SHARE in sharing in the COMPANY'S
income is entitled to have its dividends paid first, before any dividends are   
paid on SHARES which rank behind (or after) it. If there is not enough income to
pay dividends on all SHARES, the available income must be used first to pay     
dividends on SHARES which rank ahead, and then to SHARES which rank behind. The 
same applies for repayments of capital. Capital must be paid first to SHARES    
which rank ahead in sharing in the COMPANY'S capital, and then to SHARES which  
rank behind. The COMPANY'S FIXED RATE SHARES rank ahead of its ORDINARY SHARES. 
Where certain SHARES rank equally with other SHARES, both types of SHARES have  
the same rights as each other.                                                  

RECOGNISED CLEARING HOUSE A "clearing house" which has been authorised to carry 
on business by the UK authorities. A clearing house is a central computer system
for settling transactions between members of the clearing house.                

RECOGNISED INVESTMENT EXCHANGE An "investment exchange" which has been          
officially recognised by the UK authorities. An investment exchange is a place  
where investments, such as SHARES, are traded. The LONDON STOCK EXCHANGE is a   
recognised investment exchange.                                                 

REDEEM AND REDEMPTION When a SHARE is redeemed, it is effectively bought back by
the COMPANY in return for a sum of money (the "redemption price") which was     
fixed before the SHARE was issued. This process is called redemption. A SHARE   
which can be redeemed is called a "redeemable" SHARE.                           

RELEVANT SYSTEM This is a term used in the CREST REGULATIONS for a              
computer-based system which allows SHARES without share certificates to be      
transferred without using transfer forms. The CREST system for paperless share  
dealing is a "RELEVANT SYSTEM".                                                 

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RENUNCIATION Where a SHARE has been allotted, but no one has been entered on the
share register as the holder of the SHARE, it can be renounced by the allottee  
to another person. This transfers the right to be registered as the holder of   
the share to another person. This process is called renunciation.               

REQUISITION A MEETING A formal process which SHAREHOLDERS can use to call a     
SHAREHOLDERS' MEETING. Generally speaking the SHAREHOLDERS who want to call a   
meeting must hold at least 10 per cent of the issued SHARES.                    

RESERVE FUND OR RESERVES A fund which has been set aside in the accounts of a   
COMPANY. Profits which are not paid out to SHAREHOLDERS as dividends, or used up
in some other way, are held in a reserve fund by the COMPANY. The capital       
redemption reserve and SHARE premium account are also reserve funds.            

REVOKE To withdraw, or cancel.                                                  

RIGHTS ISSUE A way by which COMPANIES raise extra share capital. Usually the    
existing SHAREHOLDERS will be offered the chance to buy a certain number of new 
SHARES, depending on how many they already have. For example, SHAREHOLDERS may  
be offered the chance to buy one new SHARE for every four they already have.    

SECURITIES all SHARES, bonds and other investment instruments issued by a       
COMPANY which entitle the holder to a SHARE in the profits or assets of that    
COMPANY, to receive a cash payment from a COMPANY or to subscribe for such a    
security.                                                                       

SECURITIES SEAL A seal used to stamp the COMPANY'S securities as evidence that  
the COMPANY has issued them. The COMPANY'S SECURITIES SEAL is like the COMPANY'S
COMMON SEAL but with the addition of the word "securities".                     

SHARE PREMIUM ACCOUNT If a new SHARE is issued by the COMPANY for more than its 
nominal value (generally because the market value is more than the nominal      
value) then the amount above the nominal value is the premium, and the total of 
these premiums is held in a reserve fund (which cannot be used to pay dividends)
called the share premium account.                                               

SHOW OF HANDS A SHAREHOLDER raises his hand to vote at a SHAREHOLDERS' MEETING  
(unless there is a poll). Each person who is entitled to vote has just one vote,
however many SHARES he holds.                                                   

SPECIAL NOTICE This term is defined in Section 379 COMPANIES ACT 1985. Broadly, 
if special notice of a resolution is required by the COMPANIES ACTS, the        
resolution is not valid unless the COMPANY has been told about the intention to 
propose it at least 28 days before the SHAREHOLDERS' MEETING at which it is     
proposed (although in certain circumstances the meeting can be on a date less   
than 28 days from the date of the notice).                                      

SPECIAL RESOLUTION A decision reached by a majority of at least 75 per cent of  
votes cast. SHAREHOLDERS must be given at least 21 days' notice of any special  
resolution.                                                                     

SPECIAL RIGHTS These are the RIGHTS of a particular class of SHARES, as distinct
from RIGHTS which apply to all SHARES generally. Typical examples of special    
rights are where the SHARES rank, their rights to sharing in income and assets  
and voting rights.                                                              

STATUTORY DECLARATION A formal way of declaring something in writing. Particular
words and formalities must be used - these are laid down by the Statutory       
Declarations Act of 1835.                                                       

STOCK When SHARES are converted into stock the holder's interest in the COMPANY 
is expressed by reference to a sum of money divided into transferable units. For
example, the interest of a                                                      

EX-4.5
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SHAREHOLDER with one hundred (pound)1 SHARES might be converted into L100 worth 
of stock transferable in - units of (pound)1 each.                              

SUBDIVIDING SHARES When SHARES are subdivided they are split into SHARES which  
have a smaller nominal value. For example, a (pound)1 SHARE might be subdivided 
into two 50p SHARES.                                                            

SUBJECT TO Means that something else has priority, or prevails, or must be taken
into account. When a statement is subject to another statement this means that  
the first statement must be read in the light of the other statement, which will
prevail if there is any conflict.                                               

SUBORDINATE Where a right or interest is subordinated to something else, it     
ranks behind it.                                                                

SUBSCRIBE FOR SHARES To agree to take new SHARES in a COMPANY (usually for a    
cash payment).                                                                  

SUBSCRIBERS TO SHARES The people who first acquire the SHARES.                  

SUBSIDIARY A COMPANY which is controlled by another COMPANY (for example because
the other COMPANY owns a majority of its SHARES) is called a SUBSIDIARY of that 
COMPANY.                                                                        

SUBSIDIARY UNDERTAKING This is a term used by the COMPANIES ACT. It is a wider  
definition than SUBSIDIARY. Generally speaking it is a COMPANY which is         
controlled by another COMPANY because the other COMPANY:                        

-        has a majority of the votes in the COMPANY either alone, or acting with
others;                                                       

-        is a SHAREHOLDER who can appoint or remove a majority of the directors;
or                                                            

-        can exercise dominant influence over the COMPANY because of anything in
       the COMPANY'S MEMORANDUM or ARTICLES, or because of a certain kind of
contract.                                                     

TAKEOVER OFFER An offer to acquire all the SHARES, or all the SHARES of any     
class, in a COMPANY (except SHARES already held by the person making the offer).
The terms of the offer must be the same for all the SHARES to which the offer   
relates. This is defined in more detail in the COMPANIES ACT 1985.              

TRUSTEES People who hold property of any kind for the benefit of one or more    
other people under a kind of arrangement which the law treats as a "trust". The 
people whose property is held by the trustees are called the beneficiary.       

UNDERWRITE A person who agrees to buy new SHARES if they are not bought by other
people underwrites the share offer.                                             

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

WARRANT See the definition of dividend warrant.                                 

WIDER-RANGE INVESTMENTS The law restricts the investments which some trustees   
can invest in. Where this restriction applies, the trustees can invest up to    
three quarters of their funds in wider-range investments. These are, generally  
speaking, SHARES which are quoted on the LONDON STOCK EXCHANGE, and which are   
earning dividends.                                                              

WIND UP The formal process to put an end to a COMPANY. When a COMPANY is wound  
up its assets are distributed. The assets go first to creditors, and then to    
SHAREHOLDERS. SHARES which rank first in sharing in the COMPANY'S assets will   
receive any funds which are left over before any SHARES which rank after (or    
behind) them.