Proposed Articles of Association

shall not apply;

(c)

subject to the Uncertificated Securities Order, the Company may, by notice to the

holder of that share, require the holder to change the form of such share to

certificated form within such period as may be specified in the notice;

(d)

the Company may require that share to be converted into certificated form in

accordance with the Statutes;

(e)

the Company shall not issue a certificate; and

(f)

where any share is held in uncertificated form and the Company is entitled under

any provision of the Statutes or these articles to sell, transfer or otherwise dispose

of, forfeit, re-allot, accept the surrender of, or otherwise enforce a lien over, that

(i)

the Company may by notice to the holder of that share, require that the

holder appoint any person to take any step, including, without limitation,

the giving of any instructions by means of the relevant system, necessary

to transfer that share within the period specified in the notice; and

(ii)

the Company shall be entitled to take any action that the board considers

appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment

or surrender of that share, or otherwise to enforce a lien in respect of that

share.

(3)

The Company may, by notice to the holder of any share in certificated form, direct that the

form of such share may not be changed to uncertificated form for a period specified in

such notice.

(4)

For the purpose of effecting any action by the Company, the board may determine that

shares held by a person in uncertificated form shall be treated as a separate holding from

shares held by that person in certificated form but shares of a class held by a person in

uncertificated form shall not be treated as a separate class from shares of that class held

by that person in certificated form.

(5)

Subject to the Statutes, the directors may lay down regulations not included in these

articles which (in addition to, or in substitution for, any provisions in these articles):

(a)

apply to the issue, holding or transfer of shares in uncertificated form;

(b)

set out (where appropriate) the procedures for conversion and/or redemption of

shares in uncertificated form; and/or

(c)

the directors consider necessary or appropriate to ensure that these articles are

consistent with the Uncertificated Securities Order and/or the Operator's rules and

practices.

(6)

Such regulations will apply instead of any relevant provisions in these articles which relate

to the transfer, conversion and redemption of shares in uncertificated form or which are

not consistent with the Uncertificated Securities Order, in all cases to the extent (if any)

stated in such regulations. If the directors make any such regulations, paragraph (7) of

this article will (for the avoidance of doubt) continue to apply, when read in conjunction

with those regulations.

(7)

Any instruction given by means of a relevant system shall be a dematerialised instruction

given in accordance with the Uncertificated Securities Order, the facilities and

requirements of a relevant system and the Operator's rules and practices.