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member of the Group may be required to purchase them) earlier than theirfinal maturity date (whether by exercise of an option on the part of theissuer or the creditor (or a trustee for the creditor) or the shareholder, byreason of a default or for any other reason) at a premium or discount totheir nominal or principal amount then there shall be taken into account theamount (or the greater or greatest of two or more alternative amounts)which would, if those circumstances occurred, be payable on suchrepayment or, redemption or purchase at the date as at which thecalculation is being made;104.4.5 in relation to a partly-owned subsidiary undertaking the minority proportion is aproportion equal to the proportion of its issued equity share capital which is notattributable to the Company;104.4.6 Current Asset Investments means the aggregate of:(i)(ii)cash in hand of the Group;sums standing to the credit of any current or other account of any memberof the Group with banks in the United Kingdom or elsewhere;(iii) the amount of such assets as would be included in “Current Assets -Investments” in a consolidated balance sheet of the Group prepared as atthe date of the relevant calculation in accordance with the principles used inthe preparation of the relevant balance sheet;less:(iv)(v)in the case of a partly-owned subsidiary undertaking, a proportion thereofequal to the minority proportion; andan amount equal to any amount excluded from paragraph 104.3.4 by virtueof sub-paragraph 104.3.4(ix).104.5 For the purposes of the foregoing paragraphs borrowed moneys expressed in or calculatedby reference to a currency other than sterling shall be converted into sterling at the relevantrate of exchange used for the purposes of the relevant balance sheet save that moneysborrowed (or first brought into account for the purposes of this Article) since the date ofsuch balance sheet shall be converted at the rate of exchange or approximate rate ofexchange (determined on such basis as the Auditors may determine or approve) ruling onthe date on which such moneys are borrowed (or first taken into account as aforesaid):provided that in the case of any bank overdraft or other borrowing of a fluctuating amount(together herein described as an Overdraft Account) the following further provisions shallapply:104.5.1 if the amount outstanding on an Overdraft Account on a date as at which acalculation is being made for the purpose of the foregoing limit is not more thanthe amount outstanding on such Overdraft Account at the date of the relevantbalance sheet, the whole of such amount shall be converted at the rate of exchangeused for the purpose of such balance sheet;A09099335/0.6/04 Mar 2008 - 40 -
104.5.2 if the amount outstanding on an Overdraft Account on a date as at which thecalculation is being made for such purpose exceeds the amount which wasoutstanding on the same Overdraft Account at the date of the relevant balance sheet(or if the latter amount is nil), an amount equal to the excess shall be converted atthe rate of exchange or approximate rate of exchange (determined on such basis asthe Auditors may determine or approve) on the last business day preceding the dateas on which the calculation is being made for such purpose and the balance shall beconverted at the rate of exchange used for the purpose of the said balance sheet.104.6 The determination of the Auditors as to the amount of the Adjusted Capital and Reserves atany time shall be conclusive and binding on all concerned and for the purposes of theircomputation the Auditors may at their discretion make such further or other adjustments (ifany) as they think fit. Nevertheless the Directors may act in reliance on a bona fideestimate of the amount of the Adjusted Capital and Reserves at any time and if inconsequence the limit hereinbefore contained is inadvertently exceeded an amount ofborrowed moneys equal to the excess may be disregarded until the expiration of threemonths after the date on which by reason of a determination of the Auditors or otherwisethe Directors became aware that such a situation has or may have arisen.104.7 No person dealing with the Company or any of its subsidiary undertakings shall beconcerned to see or enquire whether the said limit is observed and no debt incurred orsecurity given in excess of such limit shall be invalid or ineffectual unless the lender or therecipient of the security had, at the time when the debt was incurred or security given,express notice that the said limit had been or would thereby be exceeded.105 Alternate DirectorsALTERNATE DIRECTORS105.1 Any Director may at any time by writing under his hand and deposited at the Office, ordelivered at a meeting of the Directors, appoint any person (including another Director) tobe his alternate Director and may in like manner at any time terminate such appointment.Such appointment, unless previously approved by the Directors or unless the appointee isanother Director, shall have effect only upon and subject to being so approved.105.2 The appointment of an alternate Director shall determine on the happening of any eventwhich if he were a Director would cause him to vacate such office or if his appointorceases to be a Director, otherwise than by retirement at a General Meeting at which he isre-elected.105.3 An alternate Director shall be entitled to receive notices of meetings of the Directors andshall be entitled to attend and vote as a Director at any such meeting at which the Directorappointing him is not personally present and generally at such meeting to perform allfunctions of his appointor as a Director and for the purposes of the proceedings at suchmeeting the provisions of these Articles shall apply as if he (instead of his appointor) werea Director. If he shall be himself a Director or shall attend any such meeting as an alternatefor more than one Director, his voting rights shall be cumulative but he shall not becounted more than once for the purposes of the quorum. If his appointor is for the timeA09099335/0.6/04 Mar 2008 - 41 -
Page 1 and 2: THE COMPANIES ACT 2006COMPANY LIMIT
Page 3 and 4: TABLE OF CONTENTSArticle No. Page N
Page 5 and 6: TABLE OF CONTENTSArticle No.Page No
Page 7 and 8: THE COMPANIES ACT 2006COMPANY LIMIT
Page 9 and 10: for any consideration from any comp
Page 11: 4.25 To do all or any of the things
Page 16 and 17: Except as provided above any words
Page 18 and 19: then the Company shall not purchase
Page 20 and 21: (a)(b)recognise a renunciation ther
Page 22 and 23: 21 Power to differentiate between h
Page 24 and 25: e affected by any irregularity or i
Page 26 and 27: 37 Closure of Register or branch re
Page 28 and 29: 43.2 To give effect to any such sal
Page 30 and 31: such day, time and place as may hav
Page 32 and 33: (a)(b)on a show of hands every memb
Page 34 and 35: (ii)the Directors are satisfied tha
Page 36 and 37: 66.3 The appointment of a proxy sha
Page 38 and 39: 76 Appointment of executive Directo
Page 40 and 41: 253 of the Insolvency Act 1986 in c
Page 42 and 43: vacancies or of summoning General M
Page 44 and 45: (b)(c)if, or to the extent that, th
Page 46 and 47: 95.5 If a question arises at any ti
Page 48 and 49: The business and affairs of the Com
Page 50 and 51: deemed to have been issued and the
Page 54 and 55: eing absent from his address as not
Page 56 and 57: securities are purchased cum divide
Page 59 and 60: If the names of two or more persons
Page 61 and 62: cash amount that such holders would
Page 63 and 64: aware, but any member or holder of
Page 67 and 68: execution and/or discharge of his d

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