Proposed Articles of Association

dividend or distribution has been cashed, no dividend or distribution sent by means

of a funds transfer system has been paid and no communication has been received

by the Company from the member or the person entitled by transmission to the

share;

(c)

on or after the expiry of that period of 12 years the Company has published

advertisements both in a national newspaper and in a newspaper circulating in the

area in which the last known address of the member or person entitled by

transmission to the share or the address at which notices may be given in

accordance with these articles is located, in each case giving notice of its intention

to sell the share; and

(d)

during the period of three months following the publication of those

advertisements and after that period until the exercise of the power to sell the

share, the Company has not received any communication from the member or the

person entitled by transmission to the share.

(2)

The Company's power of sale shall extend to any further share which, on or before the

date of publication of the first of any advertisement pursuant to subparagraph (1)(c)

above, is issued in right of a share to which paragraph (1) applies (or in right of any share

to which this paragraph applies) if the conditions set out in subparagraphs (1)(b) to (d)

are satisfied in relation to the further share (but as if the references to a period of 12 years

were references to a period beginning on the date of allotment of the further share and

ending on the date of publication of the first of the advertisements referred to above).

(3)

To give effect to any sale, the board may authorise some person to transfer the share to,

or as directed by, the purchaser, who shall not be bound to see to the application of the

purchase money; nor shall the title of the new holder to the share be affected by any

irregularity in, or invalidity of, the proceedings relating to the sale.

133.

Application of proceeds of sale

(1)

The Company shall account to the person entitled to the share at the date of sale for a

sum equal to the net proceeds of sale and shall be deemed to be his debtor, and not a

trustee for him, in respect of them.

(2)

Pending payment of the net proceeds of sale to such person, the proceeds may either be

employed in the business of the Company or invested in such investments (other than

shares of the Company or its holding company, if any) as the board may from time to time

decide.

(3)

No interest shall be payable in respect of the net proceeds and the Company shall not be

required to account for any moneys earned on the net proceeds.

DESTRUCTION OF DOCUMENTS

134.

Destruction of documents

(1)

Subject to the Statutes and the provisions of articles

and

124

the board may authorise

or arrange the destruction of documents held by the Company as follows:

(a)

at any time after the expiration of ten years from the date of registration, all

instruments of transfer of shares and all other documents transferring or

purporting to transfer shares or representing or purporting to represent the right to

be registered as the holder of shares on the faith of which entries have been made

in the register;

(b)

at any time after the expiration of one year from the date of cancellation, all

registered share certificates which have been cancelled;