Proposed new articles

Subject to the provisions of the Statutes relating to authority, pre-emption rights and otherwise and of any resolution of the Company in General Meeting passed pursuant thereto, all unissued shares and all shares in the Company lawfully held by or on behalf of it (if any) shall be at the disposal of the Directors and they may allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times and on such terms as they think proper.

For the purposes of Section 551 of the Act, the Directors shall be generally and unconditionally authorised to exercise for each prescribed period all the powers of the Company to allot shares in the Company or to grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount equal to Section 551 Amount.

During each prescribed period the Directors shall, for the purposes of Section 570 of the Act, be empowered to allot equity securities and to sell treasury shares in both cases wholly for cash pursuant to and within the terms of the said authority:

1. in connection with a rights issue; and

2. otherwise than in connection with a rights issue, up to an aggregate nominal amount equal to the Section 561 Amount;

   as if Section 561 of the Act did not apply to any such allotment.

By such authority and power the Directors may during such period make offers or agreements which would or might require the allotment of securities after the expiry of such period.

Each of a Section 551 Amount and a Section 561 Amount can be segmented and each segment can be expressed to be subject to conditions set out in a notice of General Meeting.

For the purposes of this Article:

1. "rights issue" means an offer of equity securities open for acceptance for a period fixed by the Directors to holders of equity securities on the register on a record date fixed by the Directors in proportion to their respective holdings of such securities (for which purpose holdings in certificated and uncertificated form may be treated as separate holdings) or in accordance with the rights attached thereto (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory);

2. "prescribed period" means any period (not exceeding five years on any occasion) for which the authority and power conferred by either or both of sub-paragraphs 4.2 and 4.3 above (as the case may require) are given or renewed by an Ordinary Resolution or a Special Resolution of the Company stating the Section 551 Amount or a Special Resolution of the Company stating the Section 561 Amount for such period, provided that the prescribed period for paragraph 4.3 above shall always be less than or equal to that for paragraph 4.2 above;

3. "the Section 551 Amount" shall be that stated in the relevant Resolution;

4. "the Section 561 Amount" shall be that stated in the relevant Special Resolution;

5. the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or to convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

The Company may in addition give authorities for the purposes of Section 551 and 561 of the Act in any manner permitted by the Statutes.

Any two or more certificates representing shares of any one class held by any member may at his request be cancelled and a single new certificate for such shares issued in lieu upon payment of such charges as the Directors from time to time determine.

If any member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two or more share certificates representing such shares in such proportions as he may specify, the Directors may, if they think fit and upon payment of such charges as they may from time to time determine, comply with such request.

If a share certificate shall be worn out, damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the

holder upon request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of any exceptional out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.

In the case of shares held jointly by several persons any such request may be made by any one of the joint holders.

This Article 19 is subject to Article 17.

All transfers of shares which are in certificated form may be effected by transfer in writing in any usual or common form or in any other form acceptable to the Directors and permitted by the Statutes and may be executed or authenticated under hand or in any other manner acceptable to the Directors and permitted by the Statutes. The instrument of transfer shall be executed or authenticated by or on behalf of the transferor and (except in the case of fully-paid shares) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of the shares concerned until the name of the transferee is entered in the register of members in respect thereof.

All transfers of shares which are in uncertificated form may be effected by means of a relevant system.

All instruments of transfer which are registered may be retained by the Company and any instrument of transfer which the Directors refuse to register shall (in the absence of suspected fraud or crime involving dishonesty in relation to the transfer) be returned to the person presenting the same.

The Company shall be entitled to destroy all instruments of transfer which have been registered or on the basis of which registration was made at any time after the expiration of six years from the date of registration thereof and all dividend mandates and notifications of change of address at any time after the expiration of two years from the date of recording thereof and all share certificates which have been cancelled at anytime after the expiration of one year from the date of the cancellation thereof and all paid dividend warrants and cheques at any time after the expiration of one year from the date of actual payment and all proxy appointments which have been used for the purposes of a poll at any time after the expiration of one year from the date of use and all proxy appointments which have not been used for the purposes of a poll at any time after one month from the end of the meeting to which the proxy appointment relates and at which no poll was demanded and it shall conclusively be presumed in favour of the Company that every entry in the register of members purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made and every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that:

1. The provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant;

2. Nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article;

3. Reference herein to the destruction of any document include references to the disposal thereof in any manner and to the deletion of any electronically held instruction relating thereto or equivalent thereof.

Subject to the Statutes and the rules (as defined in the CREST Regulations), the Directors may determine that any class of shares may be held in uncertificated form and that title to such shares may be transferred by means of a relevant system or that shares of any class should cease to be held and transferred as aforesaid.

Provisions of these Articles shall not apply to shares of any class which are in uncertificated form to the extent that such provisions are inconsistent with:

1. the holding of shares of that class in uncertificated form;

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

3. any provision of the CREST Regulations.

The Company shall, subject to the Statutes, be entitled to sell the shares of a member or the shares to which a person is entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law if and provided that during the previous period of ten years no communication has been received by the Company from the member or the person entitled by transmission or otherwise by operation of law and no cheque or warrant sent by the Company through the post in a pre-paid letter addressed to the member or to the person entitled by transmission or otherwise by operation of law to the shares at his address on the register of members or otherwise supplied by him pursuant to these Articles or otherwise the last known address given by the member or the person entitled by transmission or otherwise by operation of law to which cheques and warrants are to be sent has been cashed or other directed payment system has worked and at least three dividends in respect of the shares in question have become payable and no dividend in respect of those shares has been claimed.

To give effect to any such sale the Company may appoint any person to execute as transferor an instrument of transfer of the said shares and such instrument of transfer shall be as effective as if it had been executed by the registered holder of or person entitled by transmission or otherwise by operation of law to such shares and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. The

The Directors may call General Meetings whenever and at such times and places (including using electronic platforms) as they shall determine and shall, following requisition in accordance with the Statutes, proceed to convene a General Meeting in accordance therewith. The Directors shall determine whether a General Meeting is to be a physically held meeting or a combination of a physically held meeting and an electronically held meeting.

Members of the Company shall have the rights provided by the Act to have the Company circulate and give notice of a resolution which may be properly moved, and is intended to be moved, at the Company's next Annual General Meeting. Expenses of complying with these rights shall be borne by the Company if requests sufficient to require the Company to circulate the resolution are received by the Company before the end of the financial year preceding the meeting in question, or such later date as the Directors may resolve, and otherwise shall be borne in accordance with the Act.

A General Meeting of the Company shall be called by notice of at least such length as is required in the circumstances by the Statutes. The Company may give such notice by any means or combination of means permitted by the Statutes: Provided that a General Meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed:

1. in the case of an Annual General Meeting by all the members entitled to attend and vote thereat; and

2. in the case of any other General Meeting by a majority in number of the members having a right to attend and vote thereat, being a majority together holding not less than 95 per cent. in nominal value of the shares giving that right (excluding any shares in the Company held as treasury shares).

To the fullest extent permitted by the Statutes, the accidental omission to give notice or a notification to, or send a proxy to, or the non-receipt of a notice or a notification or a proxy by, any person entitled thereto or any failure in relation to a notice or publication on a website or of an electronic platform shall not invalidate the proceedings at any General Meeting whether or not the Company was aware of the matter in question.

Notice of a General Meeting of the Company shall be given by any means or combination of means permitted by the Statutes and consistent with these Articles to:

1. all members other than such as are not under the provisions of these Articles entitled to receive such notice from the Company (as to which, see Article 131);

2. successors of shareholders to the extent provided by Article 130;

3. Directors of the Company;

4. the Company's auditors;

5. all other persons as are entitled to such notice under these Articles or by law.

Section 310 of the Act shall not apply to the Company.

Subject to the provisions of the Act, the notice of a General Meeting shall specify:

1. whether the meeting shall be a physical meeting or a combination of a physical meeting and an electronic meeting;

2. for physical meetings, the time and date of the meeting and where the Principal Place and any Subsidiary Locations are to be; and

3. for electronic meetings, the time, date and electronic platform for the meeting, which electronic platform may vary from time to time and from meeting to meeting as the Directors, in their sole discretion, see fit.

There shall appear with reasonable prominence in every such notice a statement that a member entitled to attend and vote is entitled to appoint a proxy or (if he holds more than one share) proxies to attend, speak and vote instead of him and that a proxy need not be a member of the Company.

In the case of an Annual General Meeting, the notice shall also specify the meeting as such.

The notice shall set out the text of all Substantive Resolutions to be considered by the meeting and shall state in the case of each resolution whether it is to be proposed as an Ordinary Resolution, or as a Special Resolution; and Section 311(2) of the Act shall not apply to the Company.

For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such person may cast, the Company may specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the register in order to have the right to attend or vote at the meeting. In calculating the 48 hour period no account is to be taken of any part of a day that is not a working day.

The Directors may from time to time and in their absolute discretion, make such arrangements as they see fit in connection with the organisation and administration of any General Meeting. Such arrangements may govern admission to the meeting, or admission to a particular location from which people participate in the meeting. Any such arrangements shall only be made on a basis that they are intended to be fair and equitable as between all

members and proxies otherwise entitled to attend the meeting. The entitlement of any member or proxy to attend a General Meeting, or to participate in it at a particular place or by a particular means, shall be subject to such arrangements as may be for the time being in force and are by the notice of meeting stated to apply to that meeting.

In the case of a General Meeting where the Directors determine that participation in the meeting shall be possible at more than one place the Directors shall direct that the meeting be held at a place specified in the notice ("Principal Place") at which the chairman of the meeting shall preside, and also make provision for participation in the meeting at other places ("Subsidiary Locations") by members and proxies. In any such case, the Directors shall cause arrangements to be made to ensure that all persons attending the meeting (in whatever place or location) are able to participate (if entitled to do so) in the business of the meeting and are able to see and hear anyone else attending the meeting while that person is addressing the meeting. In an such case, the Directors may also make arrangements of the type described in Article 49.1 above regarding attendance at, and admission to, a particular place or location, provided that any such arrangements shall operate (so far as possible) so that any members and proxies entitled to attend the meeting are able to do so at one or other place or location.

For the purposes of all other provisions of these Articles any meeting which has a Principal Place and one or more Subsidiary Locations or is in addition an electronic meeting shall be treated as being held and taking place at the Principal Place and as attended by members and duly appointed proxies who are present at the Principal Place or at one of the Subsidiary Locations or, as the case may require, by electronic means. Under no circumstance will a failure (for any reason) of communication equipment, or any other failure in the arrangements for participation in the meeting at more than one place, affect the validity of such meeting at the Principal Place, or any business conducted thereat, or any action taken pursuant thereto.

A person ("Subsidiary Chairman") shall preside at each one of the Subsidiary Locations (if any). Each Subsidiary Chairman shall be appointed by the Directors, or by some person to whom they have delegated the task. Every Subsidiary Chairman shall have the powers vested in him by or under these Articles.

The Directors, and also the Secretary, may take any action before the commencement of any General Meeting, or any meeting of a class of members in the Company, which they or he may think fit to ensure the security of the meeting, the safety of people attending the meeting, the future orderly conduct of the meeting or the functionality or availability of any electronic platform. Any decision made in good faith under this Article 49.5 shall be final, and rights to attend and participate in the meeting concerned shall be subject to such decision.

The Directors may resolve to enable persons entitled to attend a General Meeting which is also hosted on an electronic platform to do so by simultaneous attendance by electronic means. The members or their proxies present shall be counted in the quorum for, and entitled to vote at, the General Meeting in question, and that meeting shall be duly constituted and its proceedings valid if the chairman of the General Meeting is satisfied that adequate facilities are available throughout the meeting to ensure that members or their proxies attending the meeting may, by electronic means or physical means, attend and speak at it and vote either in advance or at the meeting.

The Directors may make arrangements for persons entitled to attend a General Meeting or an adjourned General Meeting to be able to view and hear the proceedings of the General Meeting or adjourned General Meeting and to speak at the meeting (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) by attending at a venue anywhere in the world not being a Principal Place or a Subsidiary Location. If the General Meeting is only held as a physical meeting (and not also as an electronic meeting), those attending at any such venue shall not be regarded as present at the General Meeting or adjourned General Meeting and shall not be entitled to vote at the

meeting at or from that venue. The inability for any reason of any member present in person or by proxy at such a venue to view or hear all or any of the proceedings of the meeting or to speak at the meeting shall not in any way affect the validity of the proceedings of the meeting.

For the purposes of these Articles in relation to General Meetings held physically or electronically, the right of a member to participate in the business of any General Meeting shall include without limitation the right to speak, vote on a poll, be represented by a proxy and have access (including electronic access) to all documents which are required by the Act or these Articles to be made available at the meeting. Subject to Article 60 a member shall only be entitled to vote on a show of hands at a General Meeting which is only a physical General Meeting. The ability to vote at a General Meeting which is also an electronic meeting is satisfied if the member is able to vote via facilities offered in advance of the meeting by an Operator.

The Directors in advance of a General Meeting which is also an electronic meeting and, the chairman at such meeting may make any arrangement and impose any requirement or restriction as is necessary to ensure the proper identification of those taking part and the security of the electronic communication. Accordingly, the Company is able to authorise the use of any facility for General Meetings which are also electronic meetings or electronic voting system(s) as it sees appropriate.

No business other than the appointment of a chairman shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. Two members present in person, or by proxy or, if the case so permits, electronically, and entitled to vote shall be a quorum for all purposes, unless they are both appointed in respect of, or are representing, the same shareholder.

If within ten minutes from the time appointed for a General Meeting (or such longer interval as the chairman of the meeting may think fit to allow) a quorum is not present or if during the meeting the quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case, if the meeting has no chairman at that time, a chairman shall first be appointed in accordance with Article 50, then the meeting shall stand adjourned to such other day and such time and place (being at least ten days after the original meeting) as may have been specified for the purpose in the notice convening the meeting or (if not so specified) as the chairman of the meeting may determine. At the adjourned meeting any two members present in person or by proxy and entitled to vote shall be a quorum for all purposes, but no business is to be dealt with the general nature of which was not stated in the notice of the original meeting.

If the Directors, in their absolute discretion, consider that it is impractical or unreasonable to hold a General Meeting on the date or at the time or place or manner specified in the notice calling the General Meeting, they may postpone the General Meeting to another date, time and/or place or amend the place or any electronic platform or electronic procedure specified in the notice. The Directors shall take reasonable steps to ensure that notice of the date, time and place of the postponed meeting is provided to any member trying to attend the meeting at the original time and place or of any amendment to the place or any electronic platform or procedure. When a meeting is so postponed or amended, notice shall be given in such manner as the Directors may in their absolute discretion determine. Notice of the business to be transacted at such postponed meeting shall not be required. If a meeting is postponed in accordance with this Article 52.1, the appointment of a proxy will be valid if it is delivered and received as required by these Articles not less than 48 hours before the time appointed for holding the postponed or amended meeting and, for the purposes of calculating this period, the Directors can decide, in their absolute discretion, not to take account of any part of a day that is not a working day. The Directors may (for the avoidance of doubt) also postpone or amend any meeting which has been rearranged under this Article 52.1.

The chairman of any General Meeting at which a quorum is present may with or without the consent of the meeting (and shall if so directed by the meeting) adjourn the meeting from time to time (or sine die) and from place to place, and if it appears to the chairman that it is likely to be impracticable to hold or continue the meeting because of the numbers of members and proxies wishing to attend the meeting who are not present or any of the electronic platform, facilities or security is inadequate or otherwise unsatisfactory he may adjourn the meeting to another time and place (or sine die) without the need for any such consent, but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. Where a meeting is adjourned sine die, the time and place for the adjourned meeting shall be fixed by the Directors. When a meeting is adjourned for thirty days or more or sine die, not less than seven days' notice of the adjourned meeting shall be given in any manner in which notice of a meeting may lawfully be given for the time being. Save as hereinbefore expressly provided, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

Subject to the Statutes, the chairman of the meeting shall take such action as he thinks fit to promote the orderly conduct of the business of any General Meeting as laid down in the notice of the meeting and to promote the conduct of such business with reasonable despatch, and such chairman's decision, made in good faith, on matters of procedure (including as to whether a resolution if a Substantive Resolution or not) or arising incidentally from the business of the meeting shall be final as shall his determination, acting in good faith, as to whether any matter is of such a nature.

Every Subsidiary Chairman shall keep good order at the location where he is presiding, and he shall have all powers necessary or desirable for that purpose. Every Subsidiary Chairman shall also carry out all requests made of him by or on behalf of the chairman of the meeting in which he is participating, and he shall have all powers necessary or desirable for that purpose.

The chairman of the meeting may invite any person to attend and speak at a General Meeting who is not otherwise entitled to do so where the chairman considers this will assist in the deliberations of the meeting.

No person present at a General Meeting is entitled to require disclosure of any information about or belonging to the Company or any subsidiary (whether in the form of a question or otherwise):

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

1. the chairman of the meeting; or

2. not less than five members present in person or by proxy and having the right to vote on the resolution; or

3. a member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to any treasury shares); or

4. a member or members present in person or by proxy and holding shares in the Company conferring a right to vote on the resolution being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right (excluding any shares in the Company conferring a right to vote on the resolution which are held as treasury shares).

A notice of a physical only General Meeting may specify that votes will be taken by poll only.

All resolutions put to the members at a General Meeting that includes an electronic General Meeting shall be voted on by a poll.

A demand for a poll at a General Meeting which is physically held only may be withdrawn with the approval of the chairman of the meeting at any time before the poll is taken. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. Unless a poll is required a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book, shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded for or against such resolution.

A poll shall be taken in such manner as the Directors in advance of the meeting or the chairman at the meeting may direct, and the result of the poll shall be deemed to be the resolution of the meeting in respect of which the poll was held. The chairman of the meeting may (and if so directed by the meeting shall) appoint scrutineers (who need not be members) and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of the poll. The chairman may announce the results of the poll on the Company's website or by such other means as he deems appropriate.

Subject to any special rights or restrictions as to voting attached by or in accordance with these Articles or the Statutes to any class of shares, on a show of hands at a physical only meeting every member who is present in person (including by corporate representative) and every proxy present who has been duly appointed to vote on the resolution shall have one vote and on a poll every member who is present in person (including by corporate representative) and every proxy present who has been duly appointed to vote on the resolution shall have one vote for every share of which he is the holder or, in the case of a proxy, duly appointed to vote.

On a poll a person entitled to more than one vote:

1. may vote in respect of some of his shares in person, or in respect of others of them by proxy or (where the case requires) by electronic means;

2. need not use all his votes or cast all the votes he uses (either in person or by proxy) in the same way; and

3. where a meeting is held physically the members present in person may vote on a poll in person or by proxy. Where a meeting is held electronically members present electronically may vote on a poll in the manner set out in the notice of the meeting or otherwise specified by the chairman of the meeting.

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

If any member, or any other person appearing to be interested in shares (within the meaning of Part 22 of the Act) held by such member, has been duly served with a notice under Section 793 of the Act and is in default for the prescribed period in supplying to the Company the information thereby required, then (unless the Directors otherwise determine) in respect of:

1. (the shares comprising the shareholding account in the register of members which comprises or includes the shares in relation to which the default occurred (all or the relevant number as appropriate of such shares being the "default shares", which expression shall include any further shares which are issued in respect of such shares); and

2. any other shares held by the member

   the member shall not (for so long as the default continues) nor shall any transferee to whom any of such shares are transferred other than pursuant to an approved transfer or pursuant to Article 61.3.2 below be entitled to vote either personally or by proxy at a shareholders' meeting or to exercise any other right conferred by membership in relation to shareholders' meetings.

where the default shares represent at least 0.25 per cent of the issued shares of the class concerned, then the Directors may in their absolute discretion by notice (a "direction notice") to such member direct that:

1. any dividend (including a scrip dividend) or other money which would otherwise be payable on such shares shall be retained or not issued by the Company without any

   liability to pay interest thereon when such dividend or other money is finally paid to the member; and/or

2. no transfer of any of the shares held by such member shall be registered unless the transfer is an approved transfer or:

   1. the member is not himself in default as regards supplying the information requested; and

   2. the transfer is of part only of the member's holding and when presented for registration is accompanied by a certificate by the member in a form satisfactory to the Directors to the effect that after due and careful enquiry the member is satisfied that none of the shares the subject of the transfer are default shares,

      provided that, in the case of shares in uncertificated form, the Directors may only exercise their discretion not to register a transfer if permitted to do so by the CREST Regulations.

      Any direction notice may treat shares of a member in certificated and uncertificated form as separate holdings and either apply only to the former or to the latter or make different provision for the former or the latter.

      The Company shall send to each other person appearing to be interested in the shares the subject of any direction notice a copy of the notice, but the failure or omission by the Company to do so shall not invalidate such notice.

Save as herein provided any direction notice shall have effect in accordance with its terms for so long as the default in respect of which the direction notice was issued continues and shall cease to have effect thereafter upon the Directors so determining (such determination to be made within a period of one week of the default being duly remedied with written notice thereof being given forthwith to the member). Any direction notice shall cease to have effect in relation to any shares which are transferred by such member by means of an approved transfer or in accordance with clause 61.3.2 above.

For the purpose of this Article:

1. a person shall be treated as appearing to be interested in any shares if the member holding such shares has given to the Company a notification under Section 793 of the Act and either (a) the member has named such person as being so interested or (b) (after taking into account the response of the member to the notice and any other relevant information) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares;

2. the prescribed period is 14 days from the date of service of the said notice under Section 793 of the Act;

3. a transfer of shares is an approved transfer if but only if:

   1. it is a transfer of shares to an offer or by way or in pursuance of acceptance of a takeover offer for a company (as defined in section 974 of the Act); or

   2. the Directors are satisfied that the transfer is made pursuant to a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with a member and with other persons appearing to be interested in such shares; or

   3. the transfer results from a sale made through a recognised investment exchange or any stock exchange outside the United Kingdom on which the Company's shares are normally traded.

References to a person being in default shall include a situation where the Company knows or has reasonable cause to believe any of the information provided is false or materially incorrect or misleading.

The Directors may require the Operator to convert shares into certified form to ensure compliance with this Article 61.

Nothing contained in this Article shall limit the power of the Directors under the provisions of the Act.

The Directors may suspend or relax the provisions of this Article to any extent either generally or in respect of a particular matter or ratify any transaction not duly authorised by reason of a contravention of this Article.

If:-

1. any objection shall be raised to the qualification of any voter; or

2. any votes have been counted which ought not to have been counted or which might have been rejected; or

3. any votes are not counted which ought to have been counted,

   the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless it is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman of the meeting on such matters shall be conclusive.

On a vote on a resolution at a meeting on a show of hands, a declaration by the chairman of the meeting that the resolution:

1. has or has not been passed; or

2. passed with a particular majority,

   is conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. An entry in respect of such a declaration in minutes of the meeting recorded in accordance with the Statutes is also conclusive evidence of that fact without such proof. This Article does not have effect if a poll is demanded in respect of the resolution (and the demand is not subsequently withdrawn).

Neither the chairman of the meeting nor any other person under any duty or obligation to establish whether a proxy or any other representative votes in accordance with the instructions of the appointor and any failure by the appointee to do so shall not effect the validity of any vote so cast.