Proposed Articles of Association

distributions for which a right of election pursuant to this article is offered, elect to receive

shares in lieu of such dividend on the terms of such mandate.

(11)

The board shall not make a scrip dividend available unless the Company has sufficient

unissued shares and amounts lawfully available to give effect to elections which could be

made to receive that scrip dividend.

(12)

The board may decide at any time before the further shares are allotted that such shares

shall not be allotted and pay the relevant dividend in cash instead. Such decision may be

made before or after any election has been made by holders of shares in respect of the

relevant dividend.

CAPITALISATION OF RESERVES

119.

Authority to capitalise

(1)

Subject to the articles, the members may, on the recommendation of the directors, resolve

to capitalise:

(a)

any profits of the Company which are not required for paying a preferential

dividend or a dividend payable at a fixed rate; or

(b)

any sum standing to the credit of the Company's share premium account, capital

redemption reserve or other reserve.

(2)

The resolution passed under paragraph

119(1)

(the

capitalisation resolution

) may be

passed as an ordinary resolution unless it proposes to capitalise any sum standing to the

credit of the capital redemption reserve, in which case it must be passed as a special

resolution.

(3)

The directors may appropriate any sum which the Company has resolved to capitalise (a

capitalised sum

) to the members who would have been entitled to it if it were applied in

paying a dividend or distribution (the

entitled members

) and in the same proportions.

120.

Application of capitalised sums

(1)

A capitalised sum may be applied in paying up:

(a)

unissued shares at par or at such premium as the capitalisation resolution may

provide; or

(b)

new debentures of the Company,

which are then issued credited as fully paid to the entitled members.

(2)

Any share premium account, capital redemption reserve or unrealised profits of the

Company may not be applied in paying up any debentures of the Company.

(3)

Subject to the articles, the directors may:

(a)

apply capitalised sums in accordance with paragraphs

(1)( a)

and

(1)( b) above

partly in one way and partly in another;

(b)

make any arrangements as they think fit to deal with shares or debentures

becoming distributable in fractions under this article (including the issuing of

fractional certificates or the making of cash payments); and

(c)

authorise any person to enter into an agreement with the Company on behalf of all

the entitled members which is binding on them in respect of the allotment of

shares and debentures to them under this article.