Proposed Articles of Association

121.

Capitalisation of reserves - employee share schemes

(1)

This article (which is without prejudice to the generality of the provisions of articles

9, 119

and

120)

applies where, pursuant to an employee share scheme:

(a)

a person is granted a right to acquire shares in the Company for no payment or at

a price less than their nominal value; or

(b)

the terms on which any person is entitled to acquire shares in the Company are

adjusted so that the price payable to acquire them is less than their nominal value,

and the relevant shares are to be subscribed.

(2)

In any such case the board:

(a)

may, subject to the provisions of articles

119

and

120,

but without requiring any

authority of the Company in general meeting, at any time transfer to a reserve

account a sum (the

reserve amount

) which is equal to the amount required to

pay up the nominal value of the shares in full, after taking into account the amount

(if any) payable by the person from the profits or reserves of the Company which

are available for distribution and not required for the payment of any preferential

dividend; and

(b)

(subject to paragraph (4) below) will not apply the reserve amount for any purpose

other than paying up the nominal value on the allotment of the relevant shares.

(3)

Whenever the Company allots shares to a person pursuant to such a right described in

paragraph

(1) above,

the board may (subject to the Statutes) appropriate to capital the

amount of the reserve amount necessary to pay up the nominal value of those shares in

full, after taking into account the amount (if any) payable by the person, apply that

amount in paying up the nominal value of those shares in full and allot those shares

credited as fully paid to the person entitled to them.

(4)

If any person ceases to be entitled to acquire shares as described in paragrap

h (1) above,

the restrictions on the reserve amount will cease to apply in relation to the part of that

amount (if any) applicable to those shares.

122.

Capitalisation of reserves – shares allotted for less than nominal value

(1)

This article (which is without prejudice to the generality of the provisions of articles

9, 119, 120

d 121)

applies where the board allots a share as fully paid at a price less than its

nominal value.

(2)

In any such case the board may, without requiring any authority of the Company in

general meeting, at any time:

(a)

transfer to a reserve account a sum which is equal to the difference between the

amount agreed to be paid up on that share and that share's nominal value;

(b)

upon issue of that share, appropriate to the Company's nominal capital account

from such reserve account or any other account of the Company (other than an

account prohibited by the Law to be used for such purposes) a sum equal to the

difference between the amount agreed to be paid up on that share and that share's

nominal value; and/or

(c)

credit to the Company's nominal capital account the amount paid up on such share

without appropriating to the Company's nominal capital account the difference

between the amount agreed to be paid up on that share and that share's nominal

value.