20-F

As filed with the Securities and Exchange Commission on May 9, 2008

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

(Mark One)
	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: February 2, 2008
OR
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report _____________
For the transition period from _____________ to ____________

Commission file number 001-32349

SIGNET GROUP plc
(Exact Name of Registrant as Specified in Its Charter)

England
(Jurisdiction of Incorporation or Organization)

15 Golden Square, London W1F 9JG
(Address of Principal Executive Offices)

Mark Jenkins, Group Company Secretary – Tel: 44 207 317 9706, Fax: 44 207 734 9376, email: Mark.Jenkins@signet.co.uk,
15 Golden Square, London W1F 9JG England
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which Registered
American Depositary Shares, each representing 10 Ordinary Shares of 0.9c each	The New York Stock Exchange
Ordinary Shares of 0.9c each	The New York Stock Exchange*

*Not for trading, but only in connection with the registration of American Depositary Shares representing such Ordinary Shares pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act:
None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None

(Title of Class)

The number of issued shares of each class of stock of Signet Group plc as of February 2, 2008 was:

Ordinary Shares of 0.9c each: 1,705,510,466

Deferred Shares of £1 each: 50,000

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

Yes    No   

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes    No   

Note — checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes    No   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accredited filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer    Accelerated filer    Non-accelerated filer   

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 Item 18   

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

	U.S. GAAP
	International Financial Reporting Standards as issued by the International Accounting Standards Board
	Other

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes    No   

Table of Contents
PART I
ITEM 1	- IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 2	- OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 3	- KEY INFORMATION
ITEM 4	- INFORMATION ON THE COMPANY
ITEM 5	- OPERATING AND FINANCIAL REVIEW AND PROSPECTS
ITEM 6	- DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
ITEM 7	- MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
ITEM 8	- FINANCIAL INFORMATION
ITEM 9	- THE OFFER AND LISTING
ITEM 10	- ADDITIONAL INFORMATION
ITEM 11	- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 12	- DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
PART II
ITEM 13	- DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
ITEM 14	- MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
ITEM 15	- CONTROLS AND PROCEDURES
ITEM 16	- [RESERVED]
PART III
ITEM 17	- FINANCIAL STATEMENTS
ITEM 18	- FINANCIAL STATEMENTS
ITEM 19	- EXHIBITS
SIGNATURE

     Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, the information for the 2008 Form 20-F of Signet Group plc (the “Company”) set out below is being incorporated by reference from the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated and submitted on May 1, 2008.

      References below to major headings include all information under such major headings, including subheadings, unless such reference is part of a reference to a subheading, in which case such reference includes only the information contained under such subheading. Graphs and tabular data are not included unless specifically identified below.

      The information set forth under headings “Cautionary statement regarding forward-looking statements”, “Description of property & Group employees – Trademarks and trade names” and “Competitive strengths” in the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

PART I

ITEM 1 – IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

     Not applicable.

ITEM 2 – OFFER STATISTICS AND EXPECTED TIMETABLE

     Not applicable.

ITEM 3 – KEY INFORMATION

A. Selected financial data

      The information (including tabular data) set forth under the heading “Risk and other factors – financial market risks” on page 49, “Risk and other factors – exchange rates between the pound sterling and the US dollar” on page 50, “Note 30: Summary of differences between IFRS and US GAAP” on pages 116 to 122, and “Selected financial data” on pages 137 and 138 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

B. Capitalization and indebtedness

     Not applicable.

C. Reasons for the offer and use of proceeds

     Not applicable.

D. Risk factors

      The information (including tabular data) set forth under the heading “Risk and other factors” on pages 44 to 50 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

ITEM 4 – INFORMATION ON THE COMPANY

A. History and development of the company

      The information set forth under the heading “Shareholder information – history” on page 129 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

B. Business overview

      The information (including tabular data) set forth under the headings “Chairman’s statement” on page 2, “Group Chief Executive’s review” on pages 3 to 6, “US operating review” on pages 12 to 21, “UK operating review” on pages 24 to 29, US “Regulation” on page 21, UK “Regulation” on page 29, “Group financial review” on pages 35 to 43, “Risk and other factors – Suppliers” on page 47, “Risk and other factors – Raw materials and the supply chain” on page 47, “Risk and other factors – Seasonality” on page 48, “Description of properties & Group employees – Trademarks and trade names” on page 30, and “Note 2: Segmental information” on page 91 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

C. Organizational structure

      The information (including tabular data) set forth under the heading “Note 28: Principal subsidiary undertakings” on page 115 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

D. Property, plants and equipment

      The information set forth under the heading “Description of properties & Group employees” on page 30 and “Note 24: Commitments: Operating lease commitments – minimum lease payments” on page 111 to 112 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

ITEM 5 – OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. Operating results

     The information (including tabular data) set forth under the headings “US operating review” on pages 12 to 21, “UK operating review” on pages 24 to 29, and “Group Financial review” on pages 35 to 43 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

B. Liquidity and capital resources

     The information (including tabular data) set forth under the headings “Group Financial review – Liquidity and capital resources” on pages 38 to 40 and “Note 18: Financial liabilities – borrowings” on pages 101 to 103 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

C. Research and development, patents and licenses, etc

     Not applicable.

D. Trend information

     The information (including tabular data) set forth under the headings “US operating review” on pages 12 to 21, “UK operating review” on pages 24 to 29, “Group Financial review” on pages 35 to 43, and “Risk and other factors” on pages 44 to 50 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

E. Off-balance sheet arrangements

     Not applicable.

F. Tabular disclosure of contractual arrangements

     The information (including tabular data) set forth under the heading “Group Financial review – Contractual obligations as at 2 February 2008” on pages 39 and 40 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

G. Safe harbor

     The information set forth under the headings “Cautionary statement regarding forward-looking statements ” on the inside front cover and “Risk and other factors – Forward-looking statements” on page 44 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

ITEM 6 – DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and senior management

      The information set forth under the heading “Directors, officers and advisers” on pages 51 to 52 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

B. Compensation

     The information (including tabular data) set forth under the heading “Directors’ remuneration report” on pages 67 to 79 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

C. Board practices

      The information set forth under the heading “Corporate governance statement” on pages 56 to 60, “Directors’ remuneration report – Service contracts” on page 74 and “Directors, officers and advisers – Committees” on page 51 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

D. Employees

      The information (including tabular data) set forth under the headings “Description of properties & Group employees – Group employees” on page 30 and “Note 7: Directors and employees” on pages 93 and 94 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

E. Share ownership

      The information (including tabular data) set forth under the headings “Note 27: Share options” on pages 113 to 115 and “Directors’ remuneration report – Directors’ interests in shares” on pages 76 to 79 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

ITEM 7 – MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major shareholders

      The information (including tabular data) set forth under the headings “Shareholder information – Nature of trading market” on page 130, “Shareholder information – Substantial shareholdings and control of the Company” on pages 131 and 132, and “Shareholder information – Substantial shareholdings notified to the Company up to 8 April 2008” on page 132 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

B. Related party transactions

      The information set forth under the heading “Note 29: Related party transactions” on page 115 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

C. Interests of experts and counsel

      Not applicable.

ITEM 8 – FINANCIAL INFORMATION

A. Consolidated statement and other financial information

      The information (including tabular data) set forth on pages 82 to 122 (including the information set forth under the subheading “Notes to the accounts”) of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference. The information set forth in Exhibit 15.1 hereto “Report of Independent Registered Public Accounting Firm” is incorporated in this section by reference.

B. Significant changes

      Not applicable.

ITEM 9 – THE OFFER AND LISTING

A. Offer and listing details

      The information (including tabular data) set forth under the heading “Shareholder information – Nature of trading market” on page 130 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

B. Plan of distribution

      Not applicable.

C. Markets

      The information set forth under the heading “Shareholder information – Nature of trading market” on page 130 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

D. Selling shareholders

      Not applicable.

E. Dilution

      Not applicable.

F. Expenses of the issue

      Not applicable.

ITEM 10 – ADDITIONAL INFORMATION

A. Share capital

      Not applicable.

B. Memorandum and articles of association

      The information set forth under the headings “Shareholder information – History” on page 129, “Directors’ remuneration report” on pages 67 to 79, “Note 22: Share capital” on pages 108 and 109, and “Shareholder information: substantial shareholdings and control of the Company” on pages 131 and 132 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

C. Material contracts

      Not applicable.

D. Exchange controls

      The information set forth under the heading “Shareholder information – Exchange controls and other limitations affecting security holders” on page 132 and “Shareholder information – Dividends” on page 131 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

E. Taxation

      The information set forth under the headings “Shareholder information – Taxation, “Shareholder information – Taxation of capital gains”, “Shareholder information – US information reporting and US backup withholding”, “Shareholder information – Inheritance tax”, and “Shareholder information – UK stamp duty and stamp duty reserve tax” on pages 134 to 136 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

F. Dividends and paying agents

      Not applicable.

G. Statement by experts

      Not applicable.

H. Documents on display

      The information set forth under the heading “Shareholder contacts – Documents on display” on page 143 of the “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

      In addition, we file reports and other information with the United States Securities and Exchange Commission (the “SEC”). You can read and copy these reports and other information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC also maintains a website at www.sec.gov which contains in electronic form each of the reports and other information that we have filed electronically with the SEC.

I. Subsidiary information

      Not applicable.

ITEM 11 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The information (including tabular data) set forth under the headings “Group Financial review” on pages 35 to 43, “Risk and other factors – Financial market risks” on page 49, “Risk and other factors – Fair value changes arising from:” on page 50, and “Note 26: Financial instruments” on pages 112 and 113 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

ITEM 12 – DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

      Not applicable.

PART II

ITEM 13 – DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

      None.

ITEM 14 – MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

      Not applicable.

ITEM 15 – CONTROLS AND PROCEDURES

      The information set forth under the headings “Corporate governance statement – Internal controls” on pages 59 and 60 and “Corporate governance statement – Management’s annual report on internal control over financial reporting” on page 60 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Signet Group plc:

We have audited Signet Group plc’s internal control over financial reporting as of February 2, 2008, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Signet Group plc's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s annual report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Signet Group plc maintained, in all material respects, effective internal control over financial reporting as of February 2, 2008, based oncriteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Signet Group plc andsubsidiaries as of February 2, 2008 and February 3, 2007, and the related consolidated income statements, consolidated statements of recognised income and expense and consolidated statements of cash flows for the 52 weeks ended February 2, 2008, the 53 weeks ended February 3, 2007 and the 52 weeks ended January 28, 2006, and our report dated April 9, 2008expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG Audit Plc

London, United Kingdom
April 9, 2008

ITEM 16 – RESERVED

A – Audit Committee Financial Expert

      The information set forth under the heading “Corporate governance statement – The Audit Committee” on page 57 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

B – Code of Ethics

      The information set forth under the heading “Corporate governance statement – Business conduct and ethics” on page 58 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

C – Principal Accountant Fees and Services

      The information (including tabular data) set forth under the headings “Corporate governance statement – The Audit Committee” on page 57, and “Note 3: Operating profit” on page 92 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

D – Exemptions from the Listing Standards for Audit Committees

      Not applicable.

E – Purchases of Equity Securities by the Issuer and Affiliated Purchases

      The information (including tabular data) set forth under the heading “Shareholder information – Information on share buyback programme” on page 131 of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference.

PART IIII

ITEM 17 – FINANCIAL STATEMENTS

      The information set forth in Exhibit 15.1 hereto “Report of Independent Registered Public Accounting Firm” is incorporated in this section by reference.

      The information (including tabular data) set forth on pages 82 to 122 (including the information set forth under the subheading “Notes to the accounts”) of the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008 is incorporated herein by reference. The financial information referenced above does not constitute the Company's statutory accounts for the 52 week period ended 2 February 2008 or 53 week period ended 3 February 2007. Statutory accounts for 53 week period ended 3 February 2007, which were prepared under International Financial Reporting Standards as adopted by the European Union, have been delivered to the registrar of companies, and those for the 52 week period ended 2 February 2008, prepared under International Financial Reporting Standards as issued by the International Accounting Standards Board, will be delivered in due course. The auditors have reported on those accounts; their reports were (i) unqualified, (ii) did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their reports and (iii) did not contain statements under section 237(2) or (3) of the Companies Act 1985.

ITEM 18 – FINANCIAL STATEMENTS

      The Company has responded to Item 17 in lieu of this item.

ITEM 19 – EXHIBITS

Number	Description of Exhibits
1.1	Articles of Association of Signet Group plc, adopted on June 13, 2002, amended on June 10, 2005 and June 8, 2007.

4.1 Transfer and Servicing Agreement, dated as of November 2, 2001, between Sterling Receivables Corp., Sterling Jewelers Inc., and Sterling Jewelers Receivables Master Note Trust (incorporated herein by reference to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on April 22, 2004 (File No. 033-22663)).

4.2 Executive Service Agreement, dated as of June 14, 1995, between the Company and Walker Boyd, as amended May 15, 2000 (incorporated herein by reference to Exhibit 4.8 to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on May 31, 2001 (File No. 033-22663)).

4.3 Amended and Restated Employment Agreement, dated as of December 20, 2000, between Sterling Jewelers Inc. and Terry Burman (incorporated herein by reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on May 31, 2001 (File No. 033-22663)).

4.4 Signet Group plc 2000 Long-Term Incentive Plan (incorporated herein by reference to the Company’s Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on July 24, 2000 (File No. 333-12304)).

4.5 Signet Group plc Employee Stock Savings Plan (incorporated herein by reference to the Company’s Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on November 19, 1998 (File No. 333-09634)).

4.6 Signet Group plc 1993 Executive Share Option Scheme (incorporated herein by reference to the Company’s Registration Statement on Form S-8, as filed with the Securities and Exchange Commission on June 22, 1998 (File No. 333-08764)).

4.7 $390 million Multicurrency Revolving Facilities Agreement, dated September 28, 2004, among Signet Group plc, Barclay Capital, HSBC Bank plc, The Royal Bank of Scotland plc and Wachovia Bank, N.A. (incorporated herein by reference to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on May 3, 2005 (File No. 001-32349)).

4.8 Employment Agreement between Signet Trading Limited and Robert Anderson dated March 1, 2003 (incorporated herein by reference to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on May 3, 2005 (File No. 001-32349)).

4.9 Note Purchase Agreement dated as of March 30, 2006, among Signet Group plc and the several Purchasers who are party thereto (incorporated herein by reference to Exhibit 4.12 to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on May 4, 2006 (File No. 001-32349)).

4.10 Amendment No.1 to Amended and Restated Employment Agreement, dated as of January 12, 2006, by and among Sterling Jewelers Inc. and Terry Burman (incorporated herein by reference to Exhibit 4.13 to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on May 4, 2006 (File No. 001-32349)).

4.11 Amended and Restated Employment Agreement, dated as of August 6, 2004, between Sterling Jewelers Inc. and Mark S. Light (incorporated herein by reference to Exhibit 4.14 to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on May 4, 2006 (File No. 001-32349)).

4.12 Amendment No.1 to Amended and Restated Employment Agreement, dated as of January 12, 2006, by and among Sterling Jewelers Inc. and Mark S. Light (incorporated herein by reference to Exhibit 4.15 to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on May 4, 2006 (File No. 001-32349)).

4.13 Signet Group plc 2005 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 4.16 to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on May 4, 2006 (File No. 001-32349)).

8.1 List of Significant Subsidiaries of Signet Group plc (incorporated herein by reference to the Company’s Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on April 22, 2004 (File No. 033-22663)).

12.1 Section 302 Certification of Walker Boyd.

12.2 Section 302 Certification of Terry Burman.

13.1 Certification of Walker Boyd pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

13.2 Certification of Terry Burman pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.

15.1 Report of Independent Registered Public Accounting Firm.

15.2 Consent of KPMG Audit Plc.

15.3 Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, the information incorporated into this Form 20-F by reference to the Company’s “Annual Report & Accounts Year ended 2 February 2008” furnished as an exhibit to its Report on Form 6-K dated May 1, 2008, is attached as an exhibit hereto.

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Signet Group plc
By:	/s/ Walker Boyd
	Name: Walker Boyd
	Title: Group Finance Director

London, England
May 9, 2008

EX-1

Exhibit 1.1

Company number: 477692

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

SIGNET GROUP plc

(Adopted by Special Resolution on 8 June 2007)

1

SIGNET GROUP PLC

Articles of Association

INDEX

PRELIMINARY		1
1.	Definitions	1
2.	Exclusion of Table A	3
CAPITAL		4
3.	Capital	4
4.	Allotment	4
5.	Share warrants to bearer	5
6.	Commissions and brokerage	6
7.	Trusts not recognised	6
8.	Purchase of own shares	6
VARIATION OF CLASS RIGHTS		6
9.	Sanction	6
10.	Class meetings	6
ALTERATION OF SHARE CAPITAL		7
11.	Increase, consolidation, sub-division and cancellation	7
12.	Fractions	7
13.	Reduction of share capital	8
CERTIFICATED SHARES		8
14.	Right to certificates	8
15.	Replacement certificates	9
UNCERTIFICATED SHARES		9
16.	Uncertificated shares	9
17.	Company’s lien on shares not fully paid	10
18.	Enforcement of lien by sale	10
19.	Application of sale proceeds	11
CALLS		11
20.	Calls	11
21.	Liability of joint holders	11
22.	Interest	11
23.	Differentiation	11
24.	Payment in advance of calls	11
25.	Restrictions if calls unpaid	12
26.	Sums due on allotment treated as calls	12

i

FORFEITURE		12
27.	Forfeiture after notice of unpaid call	12
28.	Notice after forfeiture	12
29.	Consequences of forfeiture	12
30.	Disposal of forfeited share	13
31.	Proof of forfeiture	13
UNTRACED MEMBERS		13
32.	Sale of shares	13
33.	Application of sale proceeds	14
TRANSFER OF SHARES		15
34.	Form of transfer	15
35.	Registration of a certificated share transfer	15
36.	Registration of an uncertificated share transfer	16
37.	Renunciation of allotments	16
38.	No fee on registration	16
39.	Closing of Register of Members	16
TRANSMISSION OF SHARES		16
40.	On death	16
41.	Election of person entitled by transmission	16
42.	Rights on transmission	17
GENERAL MEETINGS		17
43.	Annual and extraordinary general meetings	17
44.	Convening of extraordinary general meetings	17
45.	Notice of general meetings	17
46.	Quorum for general meeting	18
47.	Procedure if quorum not present	18
48.	Chairman of general meeting	18
49.	Rights of Directors and others to attend meetings	19
50.	Accommodation of members at meeting	19
51.	Security	19
52.	Power to adjourn	19
53.	Notice of adjourned meeting	20
54.	Business of adjourned meeting	20
VOTING		20
55.	Voting at a general meeting	20
56.	Poll procedure	20
57.	Votes of members	21
58.	Chairman’s casting vote	21
59.	Voting restrictions on an outstanding call	21
60.	Proxy appointment	21

ii

61.	Termination of proxy or corporate authority	23
62.	Corporate representatives	23
63.	Amendment to resolutions	24
64.	Objection to error in voting	24
FAILURE TO DISCLOSE INTERESTS IN SHARES		24
65.	Failure to disclose interests in shares	24
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS		26
66.	Number of Directors	26
67.	Share qualification	26
68.	Company’s power to appoint Directors	26
69.	Board’s power to appoint Directors	26
70.	Appointment of executive Directors	26
71.	Eligibility of new Directors	27
72.	President and Vice President	27
73.	Rotational retirement at annual general meeting	27
74.	Position of retiring Director	27
75.	Article deleted	27
76.	Removal by ordinary resolution	27
77.	Vacation of Director’s office	28
ALTERNATE DIRECTORS		28
78.	Appointment	28
79.	Responsibility	29
80.	Participation at Board meetings	29
81.	Interests	29
82.	Termination of appointment	29
BOARD POWERS		30
83.	Board powers	30
84.	Directors below the minimum number	30
85.	Delegation to executive Directors	30
86.	Delegation to committees	30
87.	Registered office	30
88.	Local management	31
89.	Delegation to agents	31
90.	Exercise of voting power	31
91.	Provision for employees	31
92.	Overseas registers	31
93.	Associate directors	31
94.	Borrowing powers	32
DIRECTORS’ REMUNERATION, EXPENSES AND BENEFITS		34
95.	Fees	34
96.	Expenses	35

iii

97.	Remuneration of executive Directors	35
98.	Special remuneration	35
99.	Pensions and other benefits	35
DIRECTORS’ PROCEEDINGS		36
100.	Board meetings	36
101.	Notice of Board Meetings	36
102.	Quorum	36
103.	Board chairman	36
104.	Voting	36
105.	Telephone participation	36
106.	Written resolutions	37
107.	Committee proceedings	37
108.	Minutes	37
109.	Validity of proceedings	37
INTERESTS OF DIRECTORS		38
110.	Permitted interests	38
111.	Disclosure of interests to Board	38
112.	Interested Director not to vote or count for quorum	38
113.	Director’s interest in own appointment	39
114.	Conclusive rulings on Directors’ interests	39
115.	Connected persons	40
116.	Suspension or relaxation of provisions concerning Directors’ interests	40
SECRETARY		40
117.	Secretary	40
SEALS AND DOCUMENT AUTHENTICATION		40
118.	Application of Seal	40
119.	Official seal for use abroad	41
120.	Directors or Secretary to authenticate or certify	41
DIVIDENDS AND OTHER PAYMENTS		41
121.	Declaration of dividends	41
122.	Board may pay interim and fixed dividends	41
123.	Entitlement to dividends	41
124.	Payment methods	42
125.	Deductions	43
126.	Interest	43
127.	Unclaimed dividends	43
128.	Uncashed dividends	43
129.	Dividends in kind	43
130.	Scrip dividends	43
131.	Reserves	45
132.	Capitalisation of profits and reserves	45

iv

RECORD DATES		46
133.	Board to fix date	46
ACCOUNTS		46
134.	Access to accounting records	46
135.	Distribution of annual accounts	46
NOTICES ETC		47
136.	Form of notices	47
137.	Service on members	47
138.	Notices by advertisement	48
139.	Evidence of giving notice	49
140.	Notice binding on transferees	49
141.	Notice to persons entitled by transmission	49
DOCUMENT DESTRUCTION
142.	Document destruction	50
WINDING UP		50
143.	Division of assets	50
INDEMNITY		51
144.	Right to indemnity	51
145.	Power to insure	51

v

Company number: 477692

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

SIGNET GROUP plc

(Adopted by Special Resolution passed on 8 June 2007)

PRELIMINARY

1.	Definitions
(A)	In these Articles (unless the context requires otherwise) the following words have the following meanings:

the 1985 Act	The Companies Act 1985 to the extent in force from time to time;
the 2006 Act	The Companies Act 2006 to the extent in force from time to time;
the Acts	The 1985 Act and the 2006 Act;
Articles	These articles of association including any changes made to them;
Auditors	The auditors of the Company;
Board	The board of Directors or the Directors present or deemed to be present at a duly convened meeting at which a quorum is present;
certificated	In relation to a share, a share which is recorded in the Register of Members as being held in certificated form;
clear days	In relation to the period of a notice, that period excluding the day when the notice is given or deemed given and the day for which it is given or on which it is to take effect;
Company	Signet Group plc, registered in England with number 477692;
director	A director of the Company;
electronic address	Any number or address used for the purposes of sending or receiving notices, documents or information by electronic means;
electronic form	Has the meaning given in the 2006 Act;
electronic means	Has the meaning given in the 2006 Act;
Group	The group comprising the Company and its subsidiary undertakings (not including any parent undertaking of the Company);

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Group Undertaking	Any undertaking in the Group, including the Company;
holder	In relation to a share, the member whose name is entered in the Register of Members as the holder of that share;
Issuer-Instruction	An issuer-instruction, as defined in the Uncertificated Securities Regulations;
Listing Rules	The listing rules of the UKLA made pursuant to Part VI of the Financial Services and Markets Act 2000;
London Stock Exchange	London Stock Exchange plc;
member	A member of the Company or, if the context so requires, a member of the Board or of any committee;
Official List	The Official List of the UKLA;
Operator	The Operator (as defined in the Uncertificated Securities Regulations) of the Uncertificated System;
Ordinary Shares	Ordinary shares of nine tenths of a US cent each in the Company;
paid or paid up	Paid up or credited as paid up;
Participating Security	A share or class of shares or a renounceable right of allotment of a share, title to which is permitted to be transferred by means of an Uncertificated System in accordance with the Uncertificated Securities Regulations;
Registered Office	The registered office of the Company;
Register of Members	(i) the register of members kept pursuant to the Acts; or (ii) at any time whilst the Company has Participating Securities, the Company’s issuer register of members (as defined in the Uncertificated Securities Regulations) or, in relation to any uncertificated shares, the Company’s Operator register of members (as defined in the Uncertificated Securities Regulations), both such registers being kept pursuant to the Uncertificated Securities Regulations; or (iii) as the case may be, any overseas branch register kept pursuant to these Articles and in accordance with the Acts and the Uncertificated Securities Regulations;
Seal	The common seal of the Company or any official or securities seal that the Company has or may have as permitted by the Acts;
Secretary	The secretary of the Company or any other person appointed to perform any of the duties of the secretary of the Company including a joint, temporary, assistant or deputy secretary;
share	A share in the capital of the Company;
System-Participant	A system-participant, as defined in the Uncertificated Securities Regulations;

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UKLA	The Financial Services Authority in its capacity as the United Kingdom Listing Authority;
uncertificated	In relation to a share, a share to which title is recorded in the Register of Members as being held in uncertificated form and title to which may be transferred by means of an Uncertificated System in accordance with the Uncertificated Securities Regulations;
Uncertificated Securities Regulations	The Uncertificated Securities Regulations 2001; and
Uncertificated System	The CREST system or any other applicable system which is a "relevant system" for the purpose of the Uncertificated Securities Regulations.
US$, US dollars, United States dollars	Lawful currency for the time being of the United States of America.

(B)	In these Articles:
	(i)	words or expressions which are not defined in paragraph (A) of this Article have the same meanings (where applicable) as in the Acts;
	(ii)	a reference to any statute or any statutory instrument or any provision of a statute or of a statutory instrument includes a reference to any modification or re-enactment of it for the time being in force and any order, regulation, instrument or other subordinate legislation made under such statute or statutory provision or under the statute under which such statutory instrument was made;
	(iii)	words in the singular include the plural and vice versa, words importing any gender include all genders and a reference to a "person" includes any individual, firm, partnership, unincorporated association, company, corporation or other body corporate;
	(iv)	references to "writing" or "written" include printing, typewriting, lithography, photography and any other modes of representing or reproducing words in a legible and non-transitory form and documents and information sent or supplied in electronic form or made available on a website are "in writing" for the purposes of these Articles;
	(v)	a reference to an Uncertificated System is a reference to the Uncertificated System in respect of which the particular share or class of shares or renounceable right of allotment of a share is a Participating Security;
	(vi)	where an ordinary resolution is expressed to be required for any purpose, a special or extraordinary resolution is also effective for such purpose and where an extraordinary resolution is required for any purpose, a special resolution is also effective for such purpose; and
	(vii)	headings do not affect the interpretation of any Article.

2.	Exclusion of Table A
	The regulations contained in Table A as prescribed under the 1985 Act, or in any equivalent table prescribed under any former enactment, do not apply to the Company.

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CAPITAL

3.	Capital
	The share capital of the Company is US$53,368,866.171 divided into 5,929,874,019 ordinary shares of US$0.009 each ("Ordinary Shares") and £50,000 divided into 50,000 deferred shares of £1 each ("Deferred Shares").
3A.	Deferred Shares
(A)	Income
	The holder of a Deferred Share shall not be entitled to participate in the profits of the Company.
(B)	Capital
	The holder of a Deferred Share shall not have any right to participate in any distribution of the Company's assets on a winding up or other distribution except that after the return of the nominal amount paid up on each share in the capital of the Company of any class other than the Deferred Shares and the distribution of a further US$1,000 in respect of each share there shall be distributed to a holder of a Deferred Share (for each Deferred Share held by him) an amount equal to the nominal value of the Deferred Share.
(C)	Voting and General Meetings
	A holder of a Deferred Share shall not be entitled in respect of such holding to receive notice of any general meeting nor to attend, speak or vote at any general meeting.
(D)	Class Rights
	The Company may from time to time create, allot and issue further shares, whether ranking pari passu with, in priority to or deferred to, or having more favourable rights in terms of income, capital, voting or otherwise, to the Deferred Shares, and such creation, allotment or issue shall be deemed not to involve a variation of the rights attaching to the Deferred Shares for any purpose. A reduction in or repayment of the share capital (whether or not issued or fully or partly paid up) of the Company or the other capital reserves of the Company shall not involve a variation of the rights attaching to the Deferred Shares, and the Company shall be entitled at any time to reduce or repay the whole or any part of its share capital (whether or not issued or fully or partly paid up) or its other capital reserves in accordance with the Acts without obtaining the consent of the holders of the Deferred Shares.

4.	Allotment
(A)	Subject to the Acts and these Articles, any unissued shares shall be at the disposal of the Board, who may offer, allot, grant options over or otherwise dispose of them to such persons and on such terms as it may decide (including, without limitation, terms relating to the renunciation of any allotment).
(B)	Subject to the Acts and without prejudice to any rights attached to any shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine (or, if the Company has not so determined, as the Board may determine).
(C)	Subject to the Acts, any share may be issued which is, or is to be liable, to be redeemed at the option of one or both of the Company or the holder, on such terms and in such manner as may be provided by these Articles.
(D)	The Company shall not be bound to register more than four persons as the joint holders of any share or shares.

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5.	Share warrants to bearer
(A)	Subject to the Acts, the Company may, with respect to any shares which are fully paid (as to the nominal value and any premium), issue a warrant (a "share warrant") stating that the bearer of the warrant is entitled to the shares specified in it. The Company may provide (by coupons or otherwise) for the payment of future dividends or other moneys on or in respect of the shares included in a share warrant. The shares specified in the share warrant may be transferred by the delivery of the share warrant. The provisions of these Articles as to transfer and transmission of shares shall not apply to share warrants.
(B)	The powers referred to in paragraph (A) of this Article may be exercised by the Board, which may determine and vary the terms on which a share warrant is to be issued, including (without limitation) terms on which:
	(i)	a new share warrant or coupon may be issued in the place of one damaged, defaced, worn out or lost (provided that no new share warrant shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original has been destroyed);
	(ii)	the bearer of the share warrant may be entitled to receive notice of and to attend, vote and demand a poll at general meetings and adjourned meetings;
	(iii)	dividends may be paid; and
	(iv)	any share warrant may be surrendered and the name of the holder entered in the Register of Members in respect of the shares specified in it.
(C)	The bearer of a share warrant shall be subject to the terms in force and applicable to such share warrant, whether made before or after its issue. Subject to any conditions for the time being in force relating to share warrants and as otherwise expressly provided in these Articles, the bearer of a share warrant may at any time deposit the share warrant at the Registered Office (or at such other place as the Board may from time to time appoint) and so long as the share warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling a meeting of the Company, of giving notice of intention to submit a resolution to a meeting and of attending and voting, appointing a proxy and exercising the other privileges of a member at any meeting held after the expiration of forty-eight hours from the time of deposit and be entitled to be given any notices by the Company which are to be given, after the expiration of forty-eight hours from the time of such deposit, to holders of shares of that class, as if his name were inserted in the Register of Members as the holder of the shares included in the deposited share warrant, provided that in the case of a share warrant deposited elsewhere than at the Registered Office (or such other place as aforesaid), the depositor shall have obtained from the person with whom the same is deposited a certificate of such deposit in such form as the Board may require specifying (inter alia) the share warrant and the number of shares included therein, and shall have lodged the same at the Registered Office (or such other place as aforesaid) not less than forty-eight hours before the time appointed for the holding of the meeting at which the depositor desires to attend or to be represented. Not more than one person shall be recognised as a depositor of any share warrant. Every share warrant which shall have been so deposited as aforesaid shall remain so deposited until after the closing of the meeting at which the depositor desires to attend or to be represented.
(D)	Subject as otherwise expressly provided in these Articles or by the terms of issue of any shares or in any conditions for the time being in force relating to share warrants, no person shall, as bearer of a share warrant, be entitled to sign a requisition for calling a meeting of the Company or give notice of intention to submit a resolution to a meeting or attend or vote or give a proxy or exercise any other privilege of a member at a meeting of the Company, or be entitled to receive any notices from the Company, but the bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages as if he were named in the Register of Members as the holder of the shares included in the share warrant, and he shall be deemed to be a member of the Company.

5

6.	Commissions and brokerage
	The Company may exercise all powers conferred by the Acts of paying commissions in relation to a subscription for shares or other allotment. Subject to the Acts, such commissions may be satisfied in cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also pay such brokerage in relation to a subscription for shares as may be lawful.
7.	Trusts not recognised
	Except as required by law, no person shall be recognised by the Company as holding any share on any trust and (except as otherwise provided by these Articles or by law) the Company shall not be bound by or recognise any interest in any share except an absolute right of the holder to share in its entirety (even if the Company has notice of such interest).
8.	Purchase of own shares
	Subject to the Acts and to any rights attached to any shares, the Company may purchase, or enter into a contract under which it will or may purchase, any of its own shares of any class (including any redeemable shares) in any way. Any shares to be so purchased may be selected for purchase on any basis and in any manner whatsoever.
VARIATION OF CLASS RIGHTS
9.	Sanction
	If the share capital of the Company is divided into shares of different classes, any of the rights attached to any class of shares (notwithstanding that the Company may be or be about to be in liquidation) may (unless the rights attached to the shares of the class otherwise provide) be varied or abrogated in any manner with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of the class or with the sanction of an extraordinary resolution passed at a separate meeting of the holders of shares of the class duly convened and held in accordance with these Articles.

(B)	Subject to the terms of issue of or rights attached to any shares, the rights or privileges attached to any class of shares shall be deemed not to be varied or abrogated by:
	(i)	the creation or issue of any new shares ranking pari passu in all respects (save as to the date from which such new shares shall rank for dividend) with or subsequent to those already issued;
	(ii)	the reduction of the capital paid up on such shares or by the purchase or redemption by the Company of any of its own shares in accordance with the Acts and these Articles; or
	(iii)	the Board resolving that a class of shares is to become or is to cease to be, or the Operator permitting such class of shares to become or to cease to be, a Participating Security.
10.	Class meetings
(A)	The Board may call a separate general meeting of the holders of the shares of any class at any time and for any purpose as it thinks fit, regardless of whether section 125(6) of the 1985 Act applies to such meeting. Section 125(6) of the 1985 Act shall be deemed to apply (so far as applicable) to each such meeting for the purpose of these Articles. The provisions of these Articles as to general meetings shall also apply (so far as applicable) to each such meeting.

6

(B)	A separate meeting for the holders of a class of shares shall be convened and conducted as nearly as possible in the same way as an extraordinary general meeting, except that:
	(i)	no member, other than a Director, shall be entitled to notice of it or to attend it unless he is a holder of shares of that class;
	(ii)	no vote may be given except in respect of a share of that class;
	(iii)	the quorum at the meeting other than an adjourned meeting shall be two persons holding or representing by proxy at least one-third in nominal value of the issued shares of that class and at an adjourned meeting the quorum shall be one person holding shares of that class or his proxy; and
	(iv)	a poll may be demanded by any member present in person or by proxy and entitled to vote at the meeting and on a poll each member shall have one vote for every share of that class of which he is the holder.
(C)	For the purpose of these Articles, a general meeting at which no holder of a share other than an ordinary share may, in his capacity as a member, attend or vote shall also constitute a separate general meeting of the holders of the ordinary shares.

ALTERATION OF SHARE CAPITAL
11.	Increase, consolidation, sub-division and cancellation
	The Company may by ordinary resolution:
	(i)	increase its share capital by a sum to be divided into shares of amounts prescribed by the resolution;
	(ii)	consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;
	(iii)	subject to the Acts, sub-divide all or any of its shares into shares of a smaller amount; and
	(iv)	cancel shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by a person and diminish the amount of its share capital by the amount of the shares so cancelled,
	and may by the resolution decide that one or more of the shares resulting from any such division or sub-division may have any preference or other advantage as compared with the others or may be made subject to any restriction as compared with the others.
12.	Fractions

(A)	If, as the result of a consolidation and division or a sub-division of shares, fractions of shares become attributable to members, the Board may on behalf of the members deal with the fractions as it thinks fit, including (without limitation) in either of the ways prescribed in this Article below.
(B)	The Board may sell shares representing the fractions to any person (including, subject to the Acts, the Company) for the best price reasonably obtainable and distribute the net proceeds of sale in due proportion amongst the persons to whom such fractions are attributable (except that if the amount due to a person is less than $5.00, or such other sum as the Board may decide, the Company may retain such sum for its own benefit). To give effect to such sale the Board may:
	(i)	in the case of certificated shares, authorise a person to execute an instrument of transfer of shares to the purchaser or as the purchaser may direct; and

7

	(ii)	in the case of uncertificated shares, exercise any power conferred on it by Article 16(I) (uncertificated shares) to effect a transfer of the shares.
(C)	The purchaser will not be bound to see to the application of the purchase monies in respect of any such sale. The title of the transferee to the shares will not be affected by any irregularity in or invalidity of the proceedings connected with the sale or transfer. Any instrument or exercise referred to at paragraph (B) of this Article shall be effective as if it had been executed or exercised by the holder of the shares to which it relates.
(D)	In relation to the fractions the Board may issue, subject to the Acts, to a member credited as fully paid by way of capitalisation the minimum number of shares required to round up his holding of shares to a number which, following a consolidation and division or a sub-division, leaves a whole number of shares (such issue being deemed to have been effected immediately before the consolidation or the sub-division, as the case may be). The amount required to pay up those shares may be capitalised as the Board thinks fit out of amounts standing to the credit of any reserve or fund of the Company (including any share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, and applied in paying up in full the appropriate number of shares. A resolution of the Board capitalising part of any such reserve or fund will have the same effect as if the capitalisation had been made with the sanction of an ordinary resolution of the Company pursuant to Article 132 (capitalisation of profits and reserves). In relation to the capitalisation the Board may, without the sanction of an ordinary resolution of the Company, exercise all the powers conferred on it by Article 132.
13.	Reduction of share capital
	Subject to the Acts and to any rights attached to any shares, the Company may by special resolution reduce its share capital or any capital redemption reserve, share premium account or other undistributable reserve in any way.
CERTIFICATED SHARES
14.	Right to certificates

(A)	Subject to the Acts and these Articles and, if applicable, the requirements of the Listing Rules and the London Stock Exchange, every person (except any person in respect of whom the Company is not required by the Acts to complete and have ready for delivery a share certificate), upon becoming the holder of a certificated share is entitled, without charge, to one certificate for all the certificated shares of a class registered in his name or, in the case of certificated shares of more than one class being registered in his name, to a separate certificate for each class of shares, unless the terms of issue of the shares provide otherwise.
(B)	Where a member (other than a person in respect of whom the Company is not required by the Acts to complete and have ready for delivery a share certificate) transfers part of his shares comprised in a certificate he shall be entitled, without charge, to one certificate for the balance of certificated shares retained by him.
(C)	The Company is not bound to issue more than one certificate for certificated shares held jointly by two or more persons. Delivery of a certificate to one joint holder shall be sufficient delivery to all joint holders.
(D)	Any certificate to which a person is entitled shall be delivered (i) in the case of issue within one month after allotment (or such longer period as the terms of issue shall provide) or (ii) in the case of a transfer of shares which are fully paid (as to nominal value and any premium) within five business days, or, where applicable, such other period as is from time to time permitted by the Listing Rules or the rules of the London Stock Exchange, after the lodgement with the Company of the relevant instrument of transfer of the shares, and (iii) in the case of a transfer of partly paid shares, within two months after the lodgement with the Company of the relevant instrument of transfer.

8

(E) A certificate shall specify the number and class and the distinguishing numbers (if any) of the shares in respect of which it is issued and the amount paid up on the shares. It shall be issued under the Seal, which may be affixed to or printed on it, or in such other manner as the Board may approve, having regard to the terms of issue and, where applicable, the requirements of the Listing Rules and the rules of the London Stock Exchange.

15.	Replacement certificates
	If any certificate is worn-out, defaced, lost or destroyed, the Company may cancel it and issue a replacement certificate, subject to such terms as the Board may decide as to evidence and indemnity (with or without security) and to payment of any exceptional out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity or such security, but otherwise free of charge, and (if the certificate is worn-out or defaced) on delivery up of the old certificate.
UNCERTIFICATED SHARES
16.	Uncertificated shares
(A)	The Board may resolve that a class of shares is to become, or is to cease to be, a Participating Security.
(B)	Shares of a class shall not be treated as forming a separate class from other shares of the same class as a consequence of such shares being held in certificated or uncertificated form or of any provision in these Articles or the Uncertificated Securities Regulations applying only to certificated shares or to uncertificated shares.
(C)	Any share of a class which is a Participating Security may be changed from an uncertificated share to a certificated share and from a certificated share to an uncertificated share in accordance with the Uncertificated Securities Regulations.
(D)	These Articles apply to uncertificated shares of a class which is a Participating Security only to the extent that these Articles are consistent with the holding of such shares in uncertificated form, with the transfer of title to such shares by means of the Uncertificated System and with the Uncertificated Securities Regulations.
(E)	Any instruction given by means of an Uncertificated System as referred to in these Articles shall be a dematerialised instruction given in accordance with the Uncertificated Securities Regulations, the facilities and requirements of the Uncertificated System and the Operator’s rules and practices.
(F)	For any purpose under these Articles, the Company may treat a member’s holding of uncertificated shares and of certificated shares of the same class as if they were separate holdings, unless the Board otherwise decides.
(G)	Where the Company is entitled under the Acts, the Operator’s rules and practices, these Articles or otherwise to dispose of, forfeit, enforce a lien over or sell or otherwise procure the sale of any shares of a class which is a Participating Security which are held in uncertificated form, the Board may take such steps (subject to the Uncertificated Securities Regulations and to such rules and practices) as may be required or appropriate, by instruction by means of the Uncertificated System or otherwise, to effect such disposal, forfeiture, enforcement or sale including by (without limitation):
	(i)	requesting or requiring the deletion of any computer-based entries in the Uncertificated System relating to the holding of such shares in uncertificated form;
	(ii)	altering such computer-based entries so as to divest the holder of such shares of the power to transfer such shares other than to a person selected or approved by the Company for the purpose of such transfer;

9

	(iii)	requiring any holder of such shares, by notice in writing to him, to change his holding of such uncertificated shares into certificated form within any specified period;
	(iv)	requiring any holder of such shares to take such steps as may be necessary to sell or transfer such shares as directed by the Company;
	(v)	otherwise rectify or change the Register of Members in respect of any such shares in such manner as the Board considers appropriate (including, without limitation, by entering the name of a transferee into the Register of Members as the next holder of such shares); and/or
	(vi)	appointing any person to take any steps in the name of any holder of such shares as may be required to change such shares from uncertificated form to certificated form and/or to effect the transfer of such shares (and such steps shall be effective as if they had been taken by such holder).
LIEN ON SHARES
17.	Company’s lien on shares not fully paid

(A)	The Company has a first and paramount lien on each issued share (not being a share which is fully paid up as to nominal value and any premium) for all amounts payable to the Company (whether actually or contingently and whether presently payable or not) in respect of such share.
(B)	The lien applies to all dividends on any such share and to all amounts payable by the Company in respect of such share. It also applies notwithstanding that:
	(i)	the Company may have notice of any equitable or other interest of any person in any such share; or
	(ii)	any such amounts payable may be the joint debts and liabilities of both the holder of the share and one or more other persons.
(C)	The Board may resolve that any share be exempt wholly or in part from this Article.

18.	Enforcement of lien by sale
(A)	For the purpose of enforcing the Company’s lien on any shares, the Board may sell them in such manner as it decides if an amount in respect of which the lien exists is presently payable and is not paid within fourteen clear days following the giving of a notice to the holder (or any person entitled by transmission to the shares) demanding payment of the amount due within such fourteen clear day period and stating that if the notice is not complied with the shares may be sold.
(B)	To give effect to such sale the Board may:
	(i)	in the case of certificated shares, authorise a person to execute an instrument of transfer of shares in the name and on behalf of the holder of, or the person entitled by transmission to, them to the purchaser or as the purchaser may direct; and
	(ii)	in the case of uncertificated shares, exercise any power conferred on it by Article 16(I) (uncertificated shares) to effect a transfer of the shares.
(C)	The purchaser will not be bound to see to the application of the purchase monies in respect of any such sale. The title of the transferee to the shares will not be affected by any irregularity in or invalidity of the proceedings connected with the sale or transfer. Any instrument or exercise referred to at paragraph (B) of this Article shall be effective as if it had been executed or exercised by the holder of, or the person entitled by transmission to, the shares to which it relates.

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19.	Application of sale proceeds
	The net proceeds of any sale of shares subject to the Company’s lien under these Articles (after payment of the costs and expenses of sale) shall be applied in or towards satisfaction of the amount then due to the Company in respect of the shares. Any balance shall be paid to the original holder of, or the person entitled (but for such sale) by transmission to, the shares on (in the case of certificated shares) surrender to the Company for cancellation of the certificate for such shares and (in all cases) subject to the Company having a lien on such balance on the same basis as applied to such shares for any amount not presently payable as existed on such shares before the sale.
CALLS
20.	Calls
(A)	Subject to the terms on which shares are allotted, the Board may make calls on the members (and any persons entitled by transmission) in respect of any amounts unpaid on their shares (whether in respect of nominal value or premium) and not payable on a date fixed by or in accordance with the allotment terms. Each such member or other person shall pay to the Company the amount called, subject to receiving at least fourteen clear days’ notice specifying when and where the payment is to be made, as required by such notice.
(B)	A call may be made payable by instalments. A call shall be deemed to have been made when the resolution of the Board authorising it is passed. A call may, before the Company’s receipt of any amount due under it, be revoked or postponed in whole or in part as the Board may decide. A person upon whom a call is made will remain liable for calls made on him notwithstanding the subsequent transfer of the shares in respect of which the call was made.

21.	Liability of joint holders
	The joint holders of a share shall be jointly and severally liable to pay all calls in respect of it.
22.	Interest
	If the whole of the sum payable in respect of any call is not paid by the day it becomes due and payable, the person from whom it is due shall pay all costs, charges and expenses that the Company may have incurred by reason of such non-payment, together with interest on the unpaid amount, from the day it became due and payable until it is paid, at the rate fixed by the terms of the allotment of the share or in the notice of the call or, if no rate is fixed, at such rate, not exceeding ten per cent. per annum (compounded on a six monthly basis), as the Board shall determine. The Board may waive payment of such costs, charges, expenses or interest in whole or in part.
23.	Differentiation
	Subject to the allotment terms, the Board may make arrangements on or before the issue of shares to differentiate between the holders of shares in the amounts and times of payment of calls on their shares.
24.	Payment in advance of calls
(A)	The Board may receive from any member (or any person entitled by transmission) all or any part of the amount uncalled and unpaid (whether as to nominal value or any premium) on the shares held by him (or to which he is entitled). The liability of each such member or other person on the shares to which such payment relates shall be reduced by such amount. The Company may pay interest on such amount from the time of receipt until the time when such amount would, but for such advance, have become due and payable at such rate not exceeding ten per cent. per annum (compounded on a six monthly basis) as the Board may decide.

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(B)	No sum paid up on a share in advance of a call shall entitle the holder to any portion of a dividend subsequently declared or paid in respect of any period prior to the date on which such sum would, but for such payment, become due and payable.
25.	Restrictions if calls unpaid
	Unless the Board decides otherwise, no member shall be entitled to receive any dividend or to be present or vote at any meeting, or adjourned meeting, or to exercise any right or privilege as a member until he has paid all calls due and payable on every share held by him, whether alone or jointly with any other person, together with interest and expenses (if any) to the Company.
26.	Sums due on allotment treated as calls
	Any sum payable in respect of a share on allotment or at any fixed date, whether in respect of the nominal value of the share or by way of premium or as an instalment of a call, shall be deemed to be a call. If such sum is not paid, these Articles shall apply as if it had become due and payable by virtue of a call.
FORFEITURE
27.	Forfeiture after notice of unpaid call
(A)	If a call or an instalment of a call remains unpaid after it has become due and payable, the Board may give to the person from whom it is due not less than fourteen clear days’ notice requiring payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses that the Company may have incurred by reason of such non-payment. The notice shall state the place where payment is to be made and that, if the notice is not complied with, the shares in respect of which the call was made will be liable to be forfeited. If the notice is not complied with, any shares in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Board. The forfeiture will include all dividends and other amounts payable in respect of the forfeited shares which have not been paid before the forfeiture.
(B)	The Board may accept the surrender of a share which is liable to be forfeited in accordance with these Articles. All provisions in these Articles which apply to the forfeiture of a share also apply to the surrender of a share.
28.	Notice after forfeiture
	When a share has been forfeited, the Company shall give notice of the forfeiture to the person who was before forfeiture the holder of the share or the person entitled by transmission to the share. An entry that such notice has been given and of the fact and date of forfeiture shall be made in the Register of Members. No forfeiture will be invalidated by any omission to give such notice or make such entry.
29.	Consequences of forfeiture
(A)	A share shall, on its forfeiture, become the property of the Company.
(B)	All interest in and all claims and demands against the Company in respect of a share and all other rights and liabilities incidental to the share as between its holder and the Company shall, on its forfeiture, be extinguished and terminate except as otherwise stated in these Articles or, in the case of past members, as provided by the Acts.
(C)	The holder of a share (or the person entitled to it by transmission) which is forfeited shall:

(i)	on its forfeiture cease to be a member (or a person entitled) in respect of it;
(ii)	if the share was a certificated share, surrender to the Company for cancellation the certificate for the share;

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	(iii)	remain liable to pay to the Company all monies payable in respect of the share at the time of forfeiture, with interest from such time of forfeiture until the time of payment, in the same manner in all respects as if the share had not been forfeited; and
	(iv)	remain liable to satisfy all (if any) claims and demands which the Company might have enforced in respect of the share at the time of forfeiture without any deduction or allowance for the value of the share at the time of forfeiture or for any consideration received on its disposal.
30.	Disposal of forfeited share
(A)	Subject to the Acts, a forfeited share may, within the period of three years from the forfeiture, be sold, re-allotted or otherwise disposed of, on such terms and in such manner as the Board may decide, either to the person who was before the forfeiture the holder or to any other person. If within such period of three years the share has not been sold, re-allotted or otherwise disposed of, the Board shall at the end of such period of three years cancel the share and shall diminish the amount of the authorised and issued share capital of the share so cancelled. Where for the purpose of its disposal a forfeited share is to be transferred to any transferee, the Board may:
	(i)	in the case of certificated shares, authorise a person to execute an instrument of transfer of shares in the name and on behalf of their holder to the purchaser or as the purchaser may direct; and
	(ii)	in the case of uncertificated shares, exercise any power conferred on it by Article 16(I) (uncertificated shares) to effect a transfer of the shares.
(B)	The purchaser will not be bound to see to the application of the purchase monies in respect of any such sale. The title of the transferee to the shares will not be affected by any irregularity in or invalidity of the proceedings connected with the sale or transfer. Any instrument or exercise referred to at paragraph (A) of this Article shall be effective as if it had been executed or exercised by the holder of, or the person entitled by transmission to, the shares to which it relates.
31.	Proof of forfeiture
	A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it against all persons claiming to be entitled to the share. The declaration shall (subject to the execution of any necessary instrument of transfer) constitute good title to the share. The person to whom the share is disposed of shall not be bound to see to the application of the consideration (if any) given for it on such disposal. His title to the share will not be affected by any irregularity in, or invalidity of, the proceedings connected with the forfeiture or disposal.
UNTRACED MEMBERS
32.	Sale of shares
(A)	The Company may sell at the best price reasonably obtainable any share of a member, or any share to which a person is entitled by transmission, if:
	(i)	during the period of twelve years prior to the date of the publication of the advertisements referred to in this paragraph (A) (or, if published on different dates, the earlier or earliest of them):

(a) no cheque, warrant or money order in respect of such share sent by or on behalf of the Company through the post in a pre-paid envelope addressed to the member or to the person entitled by transmission to the share, at his address in the Register of Members or other address last known to the Company, has been cashed; and

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		(b)	no cash dividend payable on the shares has been satisfied by the transfer of funds to a bank account of the member (or person entitled by transmission to the share) or by transfer of funds by means of the Uncertificated System,
		and the Company has received no communication (whether in writing or otherwise) in respect of such share from such member or person, provided that during such twelve year period the Company has paid at least three cash dividends (whether interim or final) in respect of shares of the class in question and no such dividend has been claimed by the person entitled to such share;
	(ii)	on or after the expiry of such twelve year period the Company has given notice of its intention to sell such share by advertisements in a national newspaper published in England and in a newspaper circulating in the area in which the address in the Register of Members or other last known address of the member or the person entitled by transmission to the share or the address for the service of notices on such member or person notified to the Company in accordance with these Articles is located;
	(iii)	such advertisements, if not published on the same day, are published within thirty days of each other;
	(iv)	during a further period of three months following the date of publication of such advertisements (or, if published on different dates, the date on which the requirements of this paragraph (A) concerning the publication of newspaper advertisements are met) and prior to the sale the Company has not received any communication (whether in writing or otherwise) in respect of such share from the member or person entitled by transmission; and
	(v)	the Company has informed the UKLA of its intention to make such sale, if shares of the class concerned are listed on the Official List of the UKLA.
(B)	If during such twelve year period, or during any subsequent period ending on the date when all the requirements of paragraph (A) of this Article have been met in respect of any shares, any additional shares have been issued in respect of those held at the beginning of, or previously so issued during, any such subsequent period and all the requirements of paragraph (A) of this Article have been satisfied with regard to such additional shares, the Company may also sell the additional shares.
(C)	To give effect to a sale pursuant to paragraph (A) or paragraph (B) of this Article, the Board may:
	(i)	in the case of certificated shares, authorise a person to execute an instrument of transfer of shares in the name and on behalf of the holder of, or the person entitled by transmission to, them to the purchaser or as the purchaser may direct; and
	(ii)	in the case of uncertificated shares, exercise any power conferred on it by Article 16(I) (uncertificated shares) to effect a transfer of the shares.
(D)	The purchaser will not be bound to see to the application of the purchase monies in respect of any such sale. The title of the transferee to the shares will not be affected by any irregularity in or invalidity of the proceedings connected with the sale or transfer. Any instrument or exercise referred to at paragraph (C) of this Article shall be effective as if it had been executed or exercised by the holder of, or the person entitled by transmission to, the shares to which it relates.
33.	Application of sale proceeds
	The Company shall account to the member or other person entitled to such share for the net proceeds of such sale by carrying all monies in respect of the sale to a separate account. The Company shall be deemed to be a debtor to, and not a trustee for, such member or other person in respect of such monies. Monies carried to such separate account may either be employed in the business of the Company or invested as the Board may think fit. No interest shall be payable to such member or other person in respect of such monies and the Company shall not be required to account for any money earned on them.

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TRANSFER OF SHARES
34.	Form of transfer
(A)	Subject to these Articles, a member may transfer all or any of his shares:
	(i)	in the case of certificated shares, by an instrument of transfer in writing in any usual form or in another form approved by the Board, which must be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid) by or on behalf of the transferee; or
	(ii)	in the case of uncertificated shares, in accordance with the Uncertificated Securities Regulations.; or
	(iii)	in the case of an instrument of transfer expressed to be a transfer of shares denominated in sterling and bearing a date which is on or before 5 February 2007, such transfer shall be a transfer of the same number of Ordinary Shares as is specified in such transfer.
(B)	The transferor shall remain the holder of the share transferred until the name of the transferee is entered in the Register of Members in respect of it.
35.	Registration of a certificated share transfer
(A)	Subject to these Articles, the Board may, in its absolute discretion and without giving a reason, refuse to register the transfer of a certificated share or the renunciation of a renounceable letter of allotment unless it is:
	(i)	in respect of a share which is fully paid up as to the nominal value and any premium;
	(ii)	in respect of a share on which the Company has no lien;
	(iii)	in respect of only one class of shares;
	(iv)	in favour of a single transferee or renouncee or not more than four joint transferees or renouncees;
	(v)	duly stamped (if required); and
	(vi)	delivered for registration to the Registered Office or such other place as the Board may decide, accompanied by the certificate for the shares to which it relates (except in the case of a transfer of a share, for which a certificate has not been issued, by a person in respect of whom the Company is not required by the Acts to complete and have ready for delivery a share certificate, and except in the case of a renunciation) and any other evidence as the Board may reasonably require to prove the title to such share of the transferor or person renouncing and the due execution by him of the transfer or renunciation or, if the transfer or renunciation is executed by some other person on his behalf, the authority of such person to do so,
	provided that the Board shall not refuse to register any transfer or renunciation of any certificated shares listed on the Official List of the UKLA on the ground that they are partly paid in circumstances where such refusal would prevent dealings in such shares from taking place on an open and proper basis.
(B)	If the Board refuses to register a transfer or renunciation pursuant to this Article, it shall, within two months after the date on which the transfer or renunciation was delivered to the Company, send notice of the refusal to the transferee or renouncee. An instrument of transfer or renunciation which the Board refuses to register shall (except in the case of suspected fraud) be returned to the person delivering it. All instruments of transfer which are registered may be retained by the Company.

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36.	Registration of an uncertificated share transfer
(A)	The transfer of title to any uncertificated share or the renunciation or transfer of any renounceable right of allotment of a share which is a Participating Security held in uncertificated form shall only be registered in accordance with the Uncertificated Securities Regulations. No such transfer or renunciation which is in favour of more than four persons jointly shall be registered unless the Board otherwise resolves.
(B)	If any such transfer or renunciation is not registered pursuant to the Uncertificated Securities Regulations or these Articles the Company shall, within two months after the date on which the instruction relating to such transfer or renunciation was received by the Company, send notice of the refusal to the transferee or renouncee.
37.	Renunciation of allotments
	The Board may, at its discretion, recognise and give effect to a renunciation of the allotment of any share by the allottee in favour of some other person.
38.	No fee on registration
	No fee shall be charged for the registration of a transfer of a share or the renunciation of a renounceable letter of allotment or other document relating to or affecting the title to any share.
39.	Closing of Register of Members
	The registration of transfers of shares or of any class of shares may be suspended at such times and for such periods, not exceeding thirty days in any year, as the Board may decide (subject to the Uncertificated Securities Regulations in the case of any shares of a class which is a Participating Security).
TRANSMISSION OF SHARES
40.	On death
	If a member dies, the survivors or survivor where he was a joint holder, or his personal representatives where he was the sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his shares. Nothing in these Articles shall release the estate of a deceased holder from any liability in respect of a share which has been held by him solely or jointly.
41.	Election of person entitled by transmission
(A)	A person becoming entitled to a share in consequence of the death or bankruptcy of a member, or of any other event giving rise to a transmission of such entitlement by operation of law, may, on such evidence as to his title being produced as the Board may require, elect either to become registered as the holder of such share or to have some person nominated by him so registered. If he elects to be registered himself, he shall give notice to the Company to that effect. If he elects to have some other person registered, he shall:
	(i)	in the case of a certificated share, execute an instrument of transfer of such share to such person; and
	(ii)	in the case of an uncertificated share, either:
		(a)	procure that all appropriate instructions are given by means of the Uncertificated System to effect the transfer of such share to such person; or

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		(b)	change the uncertificated share to certificated form and then execute an instrument of transfer of such share to such person.
(B)	All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer or instructions (as the case may be) referred to at paragraph (A) of this Article as if the notice were an instrument of transfer and as if the instrument of transfer were executed, or the instructions were given, by the member and the event giving rise to the transmission had not occurred.
(C)	The Board may give notice requiring a person to make the election referred to in paragraph (A) of this Article. If such notice is not complied with within sixty days, the Board may withhold payment of all dividends and other amounts payable in respect of the share until the election has been made.
42.	Rights on transmission
	A person becoming entitled by transmission to a share shall have the rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as its holder, be entitled in respect of it to receive notice of, or to attend or vote at, any general meeting, any separate meeting of the holders of any class of shares or any adjourned meeting.
GENERAL MEETINGS
43.	Annual and extraordinary general meetings
(A)	The Company shall hold annual general meetings, which shall be convened by the Board, in accordance with the Acts.
(B)	All general meetings other than annual general meetings shall be called extraordinary general meetings.
44.	Convening of extraordinary general meetings
	The Board may convene an extraordinary general meeting whenever it thinks fit. An extraordinary general meeting shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided by the Acts and no business shall be transacted at such meeting except that stated by the requisition or proposed by the Board. If there are not within the United Kingdom sufficient Directors to convene a general meeting, any Director may convene a general meeting.
45.	Notice of general meetings
(A)	An annual general meeting, and an extraordinary general meeting convened for the passing of a special resolution, shall be convened by not less than twenty one clear days’ notice. All other extraordinary general meetings shall be convened by not less than fourteen clear days’ notice.
(B)	Subject to the Acts and notwithstanding that it is convened by shorter notice than that specified in paragraph (A) of this Article, a general meeting shall be deemed to have been duly convened if it is so agreed:
	(i)	in the case of an annual general meeting, by all the members entitled to attend and vote at the meeting; and
	(ii)	in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95 per cent. in nominal value of the shares giving that right.
(C)	The notice of meeting shall specify:
	(i)	whether the meeting is an annual general meeting or an extraordinary general meeting;
	(ii)	the place, the day and the time of the meeting;

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	(iii)	subject to the requirements (where applicable) of the Listing Rules and the rules of the London Stock Exchange, the general nature of the business to be transacted;
	(iv)	if the meeting is convened to consider a special or extraordinary resolution, the intention to propose the resolution as such; and
	(v)	with reasonable prominence, that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him and that a proxy need not also be a member.
(D)	Where the Company has given an electronic address in any notice of meeting, any document or information relating to proceedings at the meeting may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meeting.
(E)	The notice of meeting:
	(i)	shall be given to the members (other than a member who, under these Articles or any restrictions imposed on any shares, is not entitled to receive notice from the Company), to the Directors and to the Auditors; and
	(ii)	may specify a time by which a person must be entered on the Register of Members in order for such person to have the right to attend or vote at the meeting (subject to the Uncertificated Securities Regulations, if the Company is then a participating issuer for the purpose of the Uncertificated Securities Regulations).
(F)	The accidental omission to send or give a notice of meeting to or the failure to give notice due to circumstances beyond the Company's control to, or the non-receipt of notice of a meeting by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting.
46.	Quorum for general meeting
	No business shall be transacted at a general meeting unless a quorum is present. Two persons entitled to vote on the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum. The absence of a quorum will not prevent the appointment of a chairman of the meeting. Such appointment shall not be treated as being part of the business of the meeting.
47.	Procedure if quorum not present
(A)	If within five minutes (or such longer time not exceeding one hour as the chairman of the meeting may decide to wait) after the time appointed for the holding of the meeting a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting:
	(i)	if convened on the requisition of members, shall be dissolved; and
	(ii)	in any other case shall stand adjourned to the same day in the next week or to such other day and at such other time and place as the chairman (or, in default, the Board) may decide.
(B)	If at such adjourned meeting a quorum is not present within five minutes after the time appointed for holding it one person entitled to vote on the business to be transacted, being a member or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum.
48.	Chairman of general meeting
	The chairman (if any) of the Board or, in his absence, the deputy chairman (if any) shall preside as chairman at a general meeting. If there is no chairman or deputy chairman, or if at a meeting neither is present within five minutes after the time appointed for the start of the meeting, or neither is willing to act, the Directors present shall select one of their number to be chairman of the meeting. If only one Director is present and willing to act, he shall be chairman of the meeting. In default, the members present in person and entitled to vote shall choose one of their number to be chairman of the meeting.

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49.	Rights of Directors and others to attend meetings
	A Director (and any other person invited by the chairman of the meeting to do so) shall be entitled to attend and speak at a general meeting, at a separate meeting of the holders of any class of shares and at an adjourned meeting, whether or not he is a member.
50.	Accommodation of members at meeting
	If it appears to the chairman of the meeting that the meeting place specified in the notice convening the meeting, or appointed for the holding of an adjourned meeting, is inadequate to accommodate all members, proxies and representatives of corporations which are members who are entitled and wish to attend, the meeting will be duly constituted and its proceedings valid if the chairman is satisfied that adequate facilities are available to ensure that all such persons who are unable to be accommodated are able (whether at the meeting place or elsewhere):
	(i)	to participate in the business for which the meeting has been convened;
	(ii)	to hear and see all persons present who speak (whether by the use of microphones, loud-speakers, audio-visual communications equipment or otherwise); and
	(iii)	to be heard and seen by all other persons present in the same way.
51.	Security
	In addition to any measures which the Board may be required to take due to the location or venue of the meeting, or adjourned meeting, the Board may make any arrangement and impose any restriction it considers appropriate and reasonable in the circumstances to ensure the security of a meeting including, without limitation, the searching of any person attending the meeting and the imposing of restrictions on the items of personal property that may be taken into the meeting place. The Board may refuse entry to, or eject from, a meeting a person who refuses to comply with any such arrangements or restrictions.
52.	Power to adjourn
(A)	The chairman of the meeting may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time (or indefinitely) and from place to place.
(B)	Without prejudice to any other power of adjournment which the chairman of the meeting may have under these Articles, at common law or otherwise, the chairman may, without the consent of the meeting, adjourn the meeting from time to time (or indefinitely) and from place to place if he decides that it is necessary or appropriate to do so in order to:
	(i)	secure the proper and orderly conduct of the meeting; or
	(ii)	give all persons entitled to do so an opportunity of attending the meeting; or
	(iii)	give all persons entitled to do so a reasonable opportunity of speaking and voting at the meeting; or
	(iv)	ensure that the business of the meeting is properly concluded or disposed of, including (without limitation) for the purpose of determining the result of a poll.

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53.	Notice of adjourned meeting
	Whenever a meeting is adjourned for thirty days or more or indefinitely, at least seven clear days’ notice, specifying the place, the day and time of the adjourned meeting and the general nature of the business to be transacted, shall be given in the same manner as in the case of an original meeting. Except in these circumstances, no member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting.
54.	Business of adjourned meeting
	No business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place.
VOTING
55.	Voting at a general meeting

(A)	At a general meeting, or an adjourned meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is demanded by:
	(i)	the chairman of the meeting; or
	(ii)	at least three members having the right to vote at the meeting; or
	(iii)	a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
	(iv)	a member or members holding shares conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.
(B)	Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
(C)	A demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman of the meeting. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
56.	Poll procedure
(A)	No poll shall be demanded on the election of a chairman of a meeting or (except by, or with the consent of, the chairman of the meeting) on any question of adjournment. A poll duly demanded on a question of adjournment shall be taken forthwith and a poll on any other matter shall be taken either forthwith or at such time and place, not being more than thirty days from the date of the meeting or adjourned meeting at which the poll was demanded, as the chairman shall direct. The chairman may direct the manner in which a poll shall be taken and may appoint scrutineers, who need not be members. No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken. The result of the poll shall be deemed to be the resolution of the meeting, or adjourned meeting, at which the poll was demanded.

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(B)	The demand for a poll, except on a question of adjournment, shall not prevent the continuance of the meeting, or adjourned meeting, for the transaction of any business other than the question on which a poll has been demanded.
(C)	On a poll votes may be given in person or by proxy. A member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

57.	Votes of members
(A)	Subject to any rights or restrictions attaching to any shares:
	(i)	on a show of hands every member who is entitled to vote on the relevant matter and who (being an individual) is present by proxy or in person or (being a corporation) is present by proxy or by a duly authorised representative who is not himself a member entitled to vote shall have one vote; and
	(ii)	on a poll every member who is entitled to vote on the relevant matter shall have one vote for every share of which he is the holder.
(B)	On a show of hands, where a person is entitled to vote in more than one capacity, that person is entitled only to one vote.
(C)	In the case of joint holders, the vote of the senior who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders. Seniority shall be determined by the order in which the names of the holders stand in the Register of Members in respect of the joint holding.
(D)	In the case of a member in respect of whom an order has been made by any court or official having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder or incapacity votes may be cast, on a show of hands or on a poll, by his guardian or other person duly authorised to act on his behalf and who may vote on a poll by proxy. Evidence to the satisfaction of the Board of the authority of the person claiming the right to vote shall be deposited at the Registered Office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised, and in default the right to vote shall not be exercisable.

58.	Chairman’s casting vote
	In the case of an equality of votes, either on a show of hands or on a poll, the chairman of the meeting shall be entitled to a further or casting vote in addition to any other vote he may have or be entitled to exercise.
59.	Voting restrictions on an outstanding call
	Unless the Board decides otherwise, no member shall be entitled to be present or vote at any meeting either personally or by proxy until he has paid all calls due and payable on every share held by him whether alone or jointly with any other person, together with interest and expenses (if any) to the Company.
60.	Proxy appointment
(A)	Subject to Article 60(B) below, the appointment of a proxy shall be in writing and in any usual form or in any other form which the Board may approve and shall be executed by or on behalf of the appointor which in the case of a corporation may be either under its common seal (or in any other manner permitted by law and having the same effect as if executed under seal) or under the hand of a duly authorised officer, attorney or other person. A member may appoint more than one proxy to attend on the same occasion, but only one proxy may be appointed in respect of any one share. The appointment of a proxy shall not preclude a member from attending and voting at the meeting or at any adjournment of it. A form of proxy shall, unless it provides to the contrary, be valid for any adjournment of the meeting to which it relates.

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(B)	The directors may allow the appointment of a proxy to be sent or supplied in electronic form subject to any conditions or limitations as the directors may specify, and where the Company has given an electronic address in any instrument of proxy or invitation to appoint a proxy, any document or information relating to proxies for the meeting (including any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy, or notice of the termination of the authority of a proxy) may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meeting.
(C)	The appointment of a proxy and any authority under which the instrument is executed or a copy of the authority certified notarially or in some other way approved by the Board) may:
	(i)	in the case of an instrument in hard copy form be deposited at the Registered Office or at such other place in the United Kingdom as is specified in the notice convening the meeting, or in any instrument of proxy or any invitation to appoint a proxy sent out or made available by the Company in relation to the meeting, not less than 48 hours before the time appointed for holding the meeting, or adjourned meeting, at which the person named in the appointment of proxy proposes to vote;
	(ii)	in the case of an appointment of proxy in electronic form (subject further to Articles 60(G) below), be received at the address specified in the notice convening the meeting or in any instrument of proxy or any invitation to appoint a proxy sent out or made available by the Company in relation to the meeting, not less than 48 hours before the time appointed for holding the meeting, or adjourned meeting, at which the person named in the appointment of proxy proposes to vote;
	(iii)	in the case of a poll taken more than 48 hours after it was demanded, be deposited or received as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for taking the poll;
	(iv)	where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting, or adjourned meeting, to the chairman of the meeting, the Secretary or any Director, prior to the commencement of the poll,
	and an appointment of proxy which is not deposited, delivered or received in a manner so permitted shall be invalid (unless the Board, in its absolute discretion in relation to any such appointment, waives any such requirement and decides to treat such appointment as valid). The appointment of a proxy will not be valid after twelve months from its date or the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or at an adjourned meeting in cases where the meeting was originally held within twelve months from such date.
(D)	When two or more valid but differing appointments of proxy are delivered or received in respect of the same share for use at the same meeting and in respect of the same matter, the one which is last validly delivered or received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share.
(E)	An appointment of a proxy shall be deemed (unless the contrary is stated in it) to confer authority to demand or join in demanding a poll and to vote on a resolution or a motion or an amendment of a resolution put to, or other business which may properly come before, the meeting or meetings for which it is given or any adjournment of any such meeting, as the proxy thinks fit. Such appointment shall not confer any further right to speak at the meeting, or adjourned meeting, except with the permission of the chairman of the meeting.

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(F)	The Board may at the expense of the Company send or make available instruments of proxy or invitations to appoint a proxy to the members by post, by electronic means or otherwise (with or without provision for their return by pre-paid post) for use at any general meeting, at any separate meeting of the holders of any class of shares, at any adjourned meeting or on any poll, either in blank or nominating as proxy any one or more of the Directors or any other person. If for the purpose of any meeting instruments of proxy or invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the Company’s expense, they shall be issued to all (and not to some only) of the members entitled to be sent notice of such meeting and to vote at it. The accidental omission, or the failure due to circumstances beyond the Company's control, to send or make available such an instrument of proxy or give such an invitation to, or the non-receipt thereof by, any member entitled to attend and vote at a meeting, or adjourned meeting, shall not invalidate the proceedings at that meeting.
(G)	Any instrument appointing a proxy may be delivered by facsimile transmitted to an electronic address (if any) specified by the Company pursuant to paragraph (C)(ii) of this Article, provided that:
	(i)	the chairman of the meeting or the Secretary or any other person authorised by the Board determines in his sole discretion (such determination to be conclusive) that such facsimile has been transmitted in an acceptable manner (including that the copy of the original instrument of proxy contained in the facsimile is complete and is legible); and
	(ii)	(in the event that the Board so resolves) the original instrument of proxy (of which the facsimile is a copy) is delivered to the place (but not electronic address) or person identified in paragraphs (C) (i), (iii) or (iv) (as applicable) of this Article by not later than one hour before the time appointed for the holding of the meeting or adjourned meeting or for the taking of the poll (as applicable).

61.	Termination of proxy or corporate authority
	A vote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous termination of the authority of the person voting or demanding a poll, unless notice of the termination was received by the Company at the Registered Office, or at such other place at which the instrument of proxy was duly deposited, or, where the appointment of proxy in electronic form may be duly received at least one hour before the time appointed for the holding of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll not taken on the same day as the meeting or adjourned meeting) at least one hour before the time appointed for taking the poll.
62.	Corporate representatives
	A corporation which is a member may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any general meeting of the Company or at any separate meeting of the holders of any class of shares or at any adjourned meeting. Any person so authorised shall be entitled to exercise the same powers on behalf of the corporation (in respect of that part of the corporation’s holdings to which the authority relates) as the corporation could exercise if it were an individual member. The corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present at it. All references in these Articles to attendance and voting in person shall be construed accordingly. A Director, the Secretary or some other person authorised for the purpose by the Secretary may require the representative to produce a certified copy of the resolution so authorising him or such other evidence of his authority reasonably satisfactory to such person before permitting him to exercise his powers.

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63.	Amendment to resolutions
(A)	If an amendment shall be proposed to any resolution but shall in good faith be ruled out of order by the chairman of the meeting, any error in such ruling shall not invalidate the proceedings on the substantive resolution.
(B)	In the case of a resolution duly proposed as a special or extraordinary resolution, no amendment to it (other than a mere clerical amendment to correct a manifest error in the notice relating to it) may be considered or voted on. In the case of a resolution duly proposed as an ordinary resolution, no amendment to it (other than such a mere clerical amendment) may be considered or voted on unless, either at least 48 hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed, notice in writing of the terms of the amendment and intention to move it has been lodged at the Registered Office or the amendment has been recommended by the Board.
64.	Objection to error in voting
	No objection shall be raised to the qualification of any voter or to the counting of, or failure to count, any vote, except at the meeting or adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any such objection or error shall be referred to the chairman of the meeting, who shall not be obliged to take it into account unless he considers it to be of sufficient magnitude to affect the decision of the meeting. The chairman’s decision on such matters shall be final and binding on all concerned.
FAILURE TO DISCLOSE INTERESTS IN SHARES
65.	Failure to disclose interests in shares

(A)	For the purpose of this Article:
	(i)	"Exempt Transfer" means, in relation to shares held by a member:
		(a)	a transfer pursuant to acceptance of a takeover bid (within the meaning of Part 28 of the 2006 Act) for the Company or in relation to any of its shares;
		(b)	a transfer in consequence of a sale made through the London Stock Exchange or any stock exchange selected by the Company outside the United Kingdom on which any shares are normally traded; or
		(c)	a transfer which is shown to the satisfaction of the Board to be made in consequence of a sale in good faith of the whole of the beneficial interest in the shares to a person who is unconnected with the member and with any other person appearing to be interested in the shares;
	(ii)	"interested" is construed as it is for the purpose of section 793 of the 2006 Act;
	(iii)	a person, other than the member holding a share, shall be treated as appearing to be interested in such share if the member has informed the Company that the person is or may be so interested, or if the Company (after taking account of information obtained from the member or, pursuant to a section 793 notice, from anyone else) knows or has reasonable cause to believe that the person is or may be so interested;
	(iv)	reference to a person having failed to give to the Company information required by a section 793 notice, or being in default of supplying such information, includes references to his having:
		(a)	failed or refused to give all or any part of such information; and
		(b)	given information which he knows to be false in a material particular or recklessly given information which is false in a material particular; and

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	(v)	"transfer" means a transfer of a share or (where applicable) a renunciation of a renounceable letter of allotment or other renounceable document of title relating to a share.
(B)	Where notice is given by the Company under section 793 of the 2006 Act (a "section793 notice") to a member, or another person appearing to be interested in shares held by such member, and the member or other person has failed in relation to any shares (" Default Shares", which expression applies also to any shares issued after the date of the section 793 notice in respect of those shares and to any other shares registered in the name of such member at any time whilst the default subsists) to give the Company the information required within fourteen days after the date of service of the section 793 notice (and whether or not the section 793 notice specified a different period), unless the Board in its absolute discretion otherwise decides:
	(i)	the member is not entitled in respect of the Default Shares to be present or to vote (either in person or by proxy) at a general meeting or at a separate meeting of the holders of a class of shares or at an adjourned meeting or on a poll, or to exercise other rights conferred by membership in relation to any such meeting or poll; and
	(ii)	where the Default Shares represent at least 0.25 per cent. in nominal value of the issued shares of their class:
		(a)	a dividend (or any part of a dividend) payable in respect of the Default Shares (except on a winding up of the Company) may be withheld by the Company, which shall have no obligation to pay interest on such dividend;
		(b)	the member shall not be entitled to elect, pursuant to Article 130 (scrip dividends) or otherwise, to receive shares instead of a dividend; and
		(c)	the Board may, in its absolute discretion, refuse to register the transfer of any Default Shares (subject, in the case of any uncertificated shares, to the Uncertificated Securities Regulations) unless:
			(1)	the transfer is an Exempt Transfer; or
			(2)	the member is not himself in default in supplying the information required and proves to the satisfaction of the Board that no person in default of supplying the information required is interested in any of the shares which are the subject of the transfer.
(C)	The sanctions under paragraph (B) of this Article shall cease to apply seven days after the earlier of:
	(i)	receipt by the Company of notice of an Exempt Transfer, but only in relation to the shares transferred; and
	(ii)	receipt by the Company, in a form satisfactory to the Board, of all the information required by the section 793 notice.
(D)	The Board may:
	(i)	give notice in writing to any member holding Default Shares in uncertificated form requiring the member:
		(a)	to change his holding of such shares from uncertificated form into certificated form within a specified period; and
		(b)	then to hold such Default Shares in certificated form for so long as the default subsists; and
	(ii)	appoint any person to take any steps, by instruction, by means of the Uncertificated System or otherwise, in the name of any holder of Default Shares as may be required to change such shares from uncertificated form into certificated form (and such steps shall be effective as if they had been taken by such holder).

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(E)	Any notice referred to in this Article may be served by the Company upon the addressee either personally or by sending it through the post in a pre-paid letter addressed to the addressee at his usual or last known address.
(F)	Nothing herein contained shall prejudice or affect the right of the Company to apply to the court for an order under Section 793 of the 2006 Act notwithstanding that any section 793 notice on which such application is based required information on shorter notice than may be prescribed for any purpose by this Article.
(G)	The provisions of this Article are in addition and without prejudice to the provisions of the Acts and the Uncertificated Securities Regulations.
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS

66.	Number of Directors
	Unless and until otherwise determined by the Company by ordinary resolution, the number of Directors shall be not less than three and there shall be no maximum number.
67.	Share qualification
	The shareholding qualification for Directors may be fixed by the Company in general meeting, and unless and until so fixed no qualification shall be required. A Director may act before obtaining his qualification, but if not already qualified he shall obtain his qualification within two months from the date of his appointment.
68.	Company’s power to appoint Directors

(A)	Subject to these Articles, the Company may by ordinary resolution appoint a person who is willing to act to be a Director, either to fill a vacancy or as an addition to the existing Directors, subject to the total number of Directors not exceeding any maximum number fixed in accordance with these Articles.
(B)	A resolution for the appointment of two or more persons as Directors by a single resolution at a general meeting, or adjourned meeting, shall be void unless a resolution that the resolution for appointment be proposed in such way has first been agreed to by the meeting without any vote being given against it.
69.	Board’s power to appoint Directors
(A)	Without prejudice to the Company’s power to appoint a person to be a Director pursuant to these Articles, the Board shall have power at any time to appoint any person who is willing to act to be a Director, either to fill a vacancy or as an addition to the existing Board, subject to the total number of Directors not exceeding any maximum number fixed in accordance with these Articles.
(B)	Any Director so appointed shall, if still a Director, retire at the next annual general meeting after his appointment and shall, subject to Articles 75 and 77 if applicable, be eligible to stand for election as a Director at such meeting.
70.	Appointment of executive Directors
	Subject to the Acts, the Board may appoint one or more of its members to an executive office or other position of employment with the Company for such term (subject to the Acts) and on any other conditions the Board thinks fit. The Board may revoke, terminate or vary the terms of any such appointment, without prejudice to a claim for damages for breach of contract between the Director and the Company.

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71.	Eligibility of new Directors
	No person, other than a Director retiring (by rotation or otherwise), shall be appointed or re-appointed a Director at any general meeting, or adjourned meeting, unless:
	(i)	he is recommended for appointment by the Board; or
	(ii)	not less than six nor more than forty-two days (inclusive, in each case, of the date on which the notice is given) before the date appointed for the meeting, or adjourned meeting, a notice executed by a member (other than the person to be proposed) qualified to vote at such meeting has been given to the Company at the Registered Office of the intention to propose such person for appointment or re-appointment, accompanied by a notice executed by that person of his willingness to be appointed or re-appointed and stating the information which would, if he were so appointed or re-appointed, be required to be included in the Company’s register of directors and, if applicable, be required under the Listing Rules to be notified to the Company Announcements Office (or such other place or person as the Listing Rules may specify) and/or that there is no, or no other, such information.
72.	President and Vice President
	The Board shall have power from time to time to appoint and remove any person as President or Vice President of the Company and may determine his duties and the period for which he is to hold office and may pay to such a person such remuneration as the Board may determine. A President or Vice President may if the Board so resolves attend and speak at meetings of the Directors but shall not be entitled to vote unless the person so appointed is also a Director of the Company.
73.	Rotational retirement at annual general meeting
(A)	Each Director is subject to retirement by rotation in accordance with these Articles.
(B)	At each annual general meeting, any Director who was elected or last re-elected a Director at or before the annual general meeting held in the third calendar year before the current year shall retire by rotation and shall, subject to Article 77, be eligible to stand for re-election as a Director at such meeting.
74.	Position of retiring Director
(A)	A Director who retires at an annual general meeting (whether by rotation or otherwise) and is not re-appointed or deemed to have been re-appointed, shall retain office until the end of the meeting or, if earlier, when a resolution is passed at the meeting not to fill the vacancy or to appoint another person in his place or a resolution to re-appoint him is put to the meeting and lost.
(B)	At any general meeting, or adjourned meeting, at which a Director retires in accordance with these Articles the Company may fill the vacancy and, if it does not do so, the retiring Director shall, if willing, be deemed to have been re-appointed unless it is expressly resolved not to fill the vacancy or a resolution for the re-appointment of the Director is put to the meeting and lost or such Director has attained any retiring age applicable to him as Director pursuant to these Articles.
75.	Article deleted
76.	Removal by ordinary resolution
	The Company may, subject to the provisions of the Acts, by ordinary resolution:
	(i)	remove any Director from office notwithstanding any provision of these Articles or of any contract between the Company and such Director (but without prejudice to any claim he may have for damages for breach of any such contract); and

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	(ii)	appoint another person who is willing to act to be a Director in his place (subject to these Articles).
77.	Vacation of Director’s office
(A)	Without prejudice to the provisions in these Articles for retirement (by rotation or otherwise) the office of a Director shall be vacated if:
	(i)	he resigns by notice in writing under his hand delivered to the Registered Office or tendered at a Board meeting but so that this shall not apply in the case of a Director who holds executive office under contractual terms which provide for the giving of notice by him and which are not complied with by the notice;
	(ii)	he tenders his resignation at a Board meeting and the other Directors resolve to accept the same;
	(iii)	he only held office as a Director for a fixed term and such term expires without his office being renewed;
	(iv)	he ceases to be a Director by virtue of any provision of the Acts, is removed from office pursuant to these Articles or the Acts or becomes prohibited by law from being a Director;
	(v)	he becomes bankrupt, has an interim receiving order made against him, makes any arrangement or compounds with his creditors generally (including by way of an arrangement under Part VIII of the Insolvency Act 1986) or applies to the court for an interim order in connection with a voluntary arrangement under any legislation relating to insolvency;
	(vi)	an order is made by any court of competent jurisdiction on the ground (however formulated) of mental disorder for his detention or for the appointment of a guardian or receiver or other person to exercise powers with respect to his property or affairs or he is admitted to hospital in pursuance of an application for admission for treatment under any legislation relating to mental health and the Board resolves that his office be vacated;
	(vii)	he is absent, without permission of the Board, from Board meetings for six consecutive months (whether or not an alternate Director attends in his place) and the Board resolves that his office be vacated;
	(viii)	he is removed from office by notice in writing addressed to him at his address as shown in the Company’s register of directors and signed by all the other Directors (but so that such removal shall be without prejudice to any claim for damages which he may have for breach of contract against the Company);
	(ix)	in the case of a Director who holds executive office, his appointment to such office is terminated or expires and the Board resolves that his office be vacated; or
	(x)	in the case of a Director who is an employee of the Company, he ceases to be employed by the Company for any reason, other than in circumstances where the Board resolves that a Director who holds executive office continue in office as a director of the Company in a non-executive capacity.
(B)	A resolution of the Board declaring a Director to have vacated office pursuant to this Article shall be conclusive as to the fact and grounds of vacation stated in the resolution.
ALTERNATE DIRECTORS
78.	Appointment
(A)	A Director (other than an alternate Director) may appoint any other Director or any person approved for that purpose by the Board and willing to act, to be his alternate. Any such appointment shall be made by notice in hard-copy form delivered to the Secretary at the Registered Office or, if the Board has approved that form of communication for such purpose, given by electronic means from an electronic address given to the Company in writing by a Director for such purpose, or in any other manner approved by the Board.

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(B)	The appointment of an alternate Director who is not already a Director shall:
	(i)	require the approval of a majority of the Directors consisting of not less than two-thirds of all the Directors; and
	(ii)	not be effective until his consent to act as an alternate Director in such form as the Board decides has been received at the Registered Office.
(C)	An alternate Director need not hold a share qualification and shall not be counted in reckoning any maximum or minimum number of Directors allowed by these Articles.

79.	Responsibility
	Every person acting as an alternate Director shall be an officer of the Company, shall alone be responsible to the Company for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.
80.	Participation at Board meetings
	An alternate Director shall (subject to his giving to the Company an address within the United Kingdom at which notices may be served on him) be entitled to receive notice of all meetings of the Board and all committees of the Board of which his appointor is a member and, in the absence from such meetings of his appointor, to attend and voteat such meetings and to exercise all the powers, rights, duties and authorities of his appointor (other than the power to appoint an alternate Director). A Director acting as alternate Director shall have a separate vote at Board meetings for each Director for whom he acts as alternate Director, but he shall count as only one for the purpose of determining whether a quorum is present.
81.	Interests
	An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements with the Company and to be repaid expenses and to be indemnified in the same way and to the same extent as a Director. However, he shall not be entitled to receive from the Company any fees for his services as alternate, except only such part (if any) of the fee payable to his appointor as such appointor may by notice in writing to the Company direct. Subject to this Article, the Company shall pay to an alternate Director such expenses as might properly have been paid to him if he had been a Director.
82.	Termination of appointment
	An alternate Director shall cease to be an alternate Director:
	(i)	if his appointor revokes his appointment by notice in hard-copy form delivered to the Secretary at the Registered Office or in any other manner approved by the Board; or
	(ii)	if his appointor ceases for any reason to be a Director, provided that if any Director retires but is re-appointed or deemed to be re-appointed at the same meeting, any valid appointment of the alternate Director which was in force immediately before his retirement shall remain in force; or
	(iii)	if any event happens in relation to him which, if he were a Director, would cause his office as Director to be vacated.

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BOARD POWERS
83.	Board powers
	Subject to the Acts, the Company’s memorandum of association and these Articles and to any directions given by special resolution of the Company, the business of the Company shall be managed by the Board, which may exercise all the powers of the Company whether relating to the management of the business or not. No alteration of the memorandum of association or of these Articles nor any such direction shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given. The provisions in these Articles giving specific powers to the Board shall not limit the general powers given by this Article.
84.	Directors below the minimum number
	If the number of Directors is less than the minimum prescribed in accordance with these Articles, the remaining Director or Directors shall act only for the purposes of appointing an additional Director or Directors to make up such minimum or of convening a general meeting of the Company for the purpose of making such appointment. If there are no Director or Directors able or willing to act, any two members may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject to these Articles) only until the dissolution of the annual general meeting next following such appointment unless he is re-elected during such meeting.
85.	Delegation to executive Directors
	The Board may delegate to a Director holding executive office any of its powers, authorities and discretions for such time and on such terms and conditions as it shall think fit. The Board may grant to a Director the power to sub-delegate, and may retain or exclude the right of the Board to exercise the delegated powers, authorities or discretions collaterally with the Director. The Board may at any time revoke the delegation or alter its terms and conditions.
86.	Delegation to committees

(A)	The Board may delegate any of its powers, authorities and discretions, for such time and on such terms and conditions as it shall think fit, to a committee consisting of one or more Directors and (if thought fit) one or more other persons. The Board may grant to the committee the power to sub-delegate, and may retain or exclude the right of the Board to exercise the delegated powers, authorities or discretions collaterally with the committee. The Board may at any time revoke the delegation or alter its terms and conditions or discharge the committee in whole or in part. Where a provision of the Articles refers to the exercise of a power, authority or discretion by the Board and that power, authority or discretion has been delegated by the Board to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee.
(B)	The Board’s power under these Articles to delegate to a committee:
	(i)	includes (without limitation) the power to delegate the determination of any fee, remuneration or other benefit to be paid or provided to any Director; and
	(ii)	is not limited by the fact that in some Articles but not others express reference is made to particular powers being exercised by the Board or by a committee.
87.	Registered office
	The Registered Office shall be at such place in England as the Board shall from time to time appoint.

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88.	Local management
	The Board may establish local or divisional boards, agencies or branch offices for managing the affairs of the Company in a specified locality, either in the United Kingdom or elsewhere, and may appoint persons to be members of a local or divisional board, agency or branch office and may fix their remuneration. The Board may delegate to a local or divisional board, agency or branch office any of its powers, authorities and discretions for such time and on such terms and conditions as it thinks fit. The Board may grant to such local or divisional board, agency or branch office the power to sub-delegate, may retain or exclude the right of the Board to exercise the delegated powers, authorities or discretions collaterally with the local or divisional board, agency or branch office and may authorise the members of a local or divisional board, agency or branch (or any of them) to fill a vacancy or to act despite a vacancy. The Board may at any time revoke or alter the terms and conditions of the appointment or delegation. Subject to the terms and conditions imposed by the Board, the proceedings of a local or divisional board, agency or branch office with two or more members are governed by those Articles that regulate the proceedings of the Board, so far as applicable.
89.	Delegation to agents
	The Board may, by power of attorney or otherwise, appoint a person to be the agent of the Company and may delegate to such person any of its powers, authorities and discretions for such purposes, for such time and on such terms and conditions (including as to remuneration) as it thinks fit. The Board may grant the power to sub-delegate and may retain or exclude the right of the Board to exercise the delegated powers, authorities or discretions collaterally with the agent. The Board may at any time revoke or alter the terms and conditions of the appointment or delegation.
90.	Exercise of voting power
	The Board may exercise or cause to be exercised the voting power conferred by shares in any other body corporate held or owned by the Company and any power of appointment able to be exercised by the Company, in any manner it thinks fit (including, without limitation, the exercise of the voting power or power of appointment in favour of the appointment of any Director as a director or other officer or employee of such company or in favour of the payment of remuneration to the directors, officers or employees of such company).
91.	Provision for employees
	The Directors are authorised to exercise (by resolution of the Directors) the power conferred upon the Company by subsection (1) of Section 719 of the 1985 Act to make provision out of the profits of the Company available for dividend, for the benefit of any persons employed or formerly employed by the Company or any of its subsidiaries, being provision in connection with the cessation or transfer to any person of the whole or part of the undertaking of the Company or that subsidiary.
92.	Overseas registers
	Subject to the Acts and the Uncertificated Securities Regulations, the Board may exercise the powers conferred on the Company with regard to the keeping of an overseas branch, local or other register in relation to members and may make and vary such regulations as it thinks fit concerning the keeping of any such register.
93.	Associate directors
	The Board may appoint any person (not being a Director) to any office or employment having a designation or title including the word "director" or attach to any existing office or employment with the Company such designation or title and may terminate any such appointment or the use of such designation or title. The inclusion of the word "director" in the designation or title of any such office or employment shall not imply that such person is, or is deemed to be, or is empowered in any respect to act as, a Director for any of the purposes of the Acts or these Articles.

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94.	Borrowing powers
(A)	The Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of its undertaking, property and uncalled capital and, subject to these Articles, to issue debentures and other securities. The Board shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries so as to secure (as regards subsidiaries so far as by such exercise they can secure) that, save with the previous sanction of an ordinary resolution, no money shall be borrowed if the aggregate principal amount outstanding of all Monies Borrowed by the Group (excluding intra-Group borrowings) then exceeds or would as a result of such borrowing exceed an amount equal to twice the aggregate of the Adjusted Share Capital and Consolidated Reserves.
(B)	For the purposes of this Article the Group means the Company and its subsidiaries for the time being.
(C)	In this Article, "Adjusted Share Capital and Consolidated Reserves" means the aggregate as certified by the Auditors of:
	(i)	the amount paid up on the issued share capital of the Company; and
	(ii)	the amount standing to the credit of the reserves of the Company and its subsidiaries including, without limitation, share premium account and capital redemption reserve and plus or minus (as the case may be) the credit or debit balance on profit and loss account
	all as shown by the latest audited and consolidated balance sheet of the Company and its subsidiaries but after:
	(iii)	adjusting for any variation in such paid up share capital and reserves and any variation in interest in subsidiaries since the date of the latest relevant audited balance sheet (for which purpose an issue or proposed issue of share capital for cash which has been underwritten shall be deemed paid up (as to nominal value and any premium) to the extent that the underwriters are liable therefor and that such capital will be paid up within six months from the date on which such underwriting becomes unconditional);
	(iv)	deducting any amount distributed or proposed to be distributed out of the profits included therein except to the extent that such distribution is attributable to the Company or any of its subsidiaries or has been provided for in such consolidation;
	(v)	excluding amounts attributable to minority interests in subsidiaries and amounts provided for deferred taxation and amounts attributable to goodwill and any other intangible asset;
	(vi)	adding back an amount equal to the amount in respect of goodwill arising on consolidation that would have remained on such balance sheet if all goodwill arising on acquisitions by the Company or any of its subsidiaries at any time had (ignoring the fact, if applicable, that it had, in whole or in part, been written off against reserves or amortised) been carried on the balance sheet as an asset and had been amortised on a straight line basis over 20 years (or such longer period, as determined by the Board, as may be in accordance with generally accepted accounting practice in the United Kingdom); and
	(vii)	making such other adjustments (if any) as the Auditors consider appropriate.

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(D)	In this Article, "Monies Borrowed" when used in relation to the Company and its subsidiaries shall include any fixed or minimum premium payable on final redemption or repayment but shall not include any amounts for the time being owing by any such companies to any other of them and (subject to the foregoing) shall include the following except to the extent otherwise taken into account:
	(i)	the principal amount of any debentures (as defined by the Acts) notwithstanding that the same may be or have been issued in whole or part for a consideration other than cash;
	(ii)	the outstanding amount of acceptances (not being acceptances for the purchase or sale of goods in the ordinary course of trading) by any bank or accepting house under any acceptance credit granted to the Company or any of its subsidiaries;
	(iii)	the nominal value of any issued share capital and the principal amount of any monies borrowed the redemption or repayment of which is wholly or partly guaranteed or secured or the subject of an indemnity given by the Company or any of its subsidiaries except in so far as the benefit of any such guarantee, security or indemnity is held by the Company or any of its subsidiaries and so that for this purpose the expression "guarantee" shall mean any undertaking whether as principal or secondary debtor to answer for the debt or default of another person;
	but shall not include:
	(iv)	amounts borrowed for the purposes of redeeming or repaying within six months of first being borrowed other monies borrowed by the Company or any subsidiary (otherwise than from the Company or any other subsidiary) pending their application for that purpose within such period; or
	(v)	the proportion of the excess outside borrowings of a partly-owned subsidiary which corresponds to the proportion of its equity share capital held otherwise than by the Company or any other subsidiary and so that for this purpose the expression "excess outside borrowings" shall mean so much of the borrowings of such partly-owned subsidiary otherwise than from the Company and its other subsidiaries as exceeds the amounts if any borrowed from it by the Company and its other subsidiaries; or
	(vi)	amounts borrowed by the Company or any subsidiary for the purpose of financing any contract to the extent that the price receivable under any such contract is guaranteed by the Export Credits Guarantee Department of the Department of Trade and Industry or other institution carrying on a similar business; or
	(vii)	monies borrowed by a company becoming a subsidiary after the date of adoption of this Article and outstanding on the date it becomes a subsidiary but so that such non-inclusion shall only apply for a period of six months from the date of such company becoming a subsidiary; or
	(viii)	amounts due in respect of any assets leased by the Company or any subsidiary including amounts due under finance leases; or
	(ix)	monies borrowed by a subsidiary undertaking in its capacity as a trustee of any pension fund of any Group Undertaking.
	and, in calculating Monies Borrowed, there shall be deducted:
	(x)	an amount equal to the aggregate of:

(a)	all cash in hand and cash deposits repayable after three months or less with any bank or financial institution (not itself a Group Undertaking); and
(b)	investments which are readily convertible into known amounts of cash with notice of 48 hours or less, in each case beneficially owned, directly or indirectly, by a Group Undertaking and whether denominated in sterling or in a currency other than sterling; and

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(E)	To calculate the amount of Monies Borrowed on a particular day, monies denominated or repayable in a currency other than sterling shall be converted for the purpose of calculating the sterling equivalent either:
	(i)	at the rate of exchange specified in a forward purchase contract, currency option, back-to-back loan, swap or other arrangements taken out or entered into in order to reduce the risk associated with fluctuations in rates of exchange in respect of repayment of those monies (a "hedging agreement"); or
	(ii)	if those monies were borrowed on or before the date of the consolidated balance sheet and repayment of those monies has not been covered by a hedging agreement, at the more favourable to the Company of:
		(a)	the rate of exchange used for the conversion of that currency in the consolidated balance sheet; or
		(b)	the middle-market rate of exchange quoted by a clearing bank specified by the Board at the close of business in London on the business day immediately preceding the day on which the calculation is made; or
	(iii)	if those monies were borrowed after the date of the consolidated balance sheet and repayment of those monies has not been covered by a hedging   agreement, at the more favourable to the Company of:
		(a)	the middle-market rate of exchange quoted by a clearing bank specified by the Board at the close of business in London on the date of the consolidated balance sheet; or
		(b)	the middle-market rate of exchange quoted by a clearing bank specified by the Board at the close of business in London on the business day immediately preceding the day on which the calculation is made.
(F)	The Auditors’ written confirmation for the purpose of this Article as to the amount of the Adjusted Share Capital and Consolidated Reserves or the aggregate amount of Monies Borrowed shall be conclusive and binding on all concerned. The Board may act in reliance on a bona fide estimate of the amount of the Adjusted Share Capital and Consolidated Reserves or the aggregate amount of Monies Borrowed without having requested or obtained such written confirmation from the Auditors. If in consequence the limit on Monies Borrowed set out in this Article is inadvertently exceeded, the amount of Monies Borrowed equal to the excess may be disregarded for ninety days after the date on which by reason of a determination of the Auditors or otherwise the Board became aware that this situation has or may have arisen.
(G)	No lender or other person dealing with the Company shall be concerned to see or enquire whether the limit imposed by this Article is observed, and no debt or liability incurred in excess of such limit shall be invalid and no security given for the same shall be invalid or ineffectual except in the case of express notice to the lender or recipient of the security or person to whom the liability is incurred, at the time when the debt or liability was incurred or the security given, that the limit hereby imposed has been or was thereby exceeded.
DIRECTORS’ REMUNERATION, EXPENSES AND BENEFITS
95.	Fees
	The Company shall pay to the Directors (but not alternate Directors) for their services as Directors such aggregate amount of fees as the Board decides (not exceeding £600,000 per annum or such larger amount as the Company may by ordinary resolution decide). The aggregate fees shall be divided among the Directors in such proportions as the Board decides or, if no decision is made, equally. A fee payable to a Director pursuant to this Article shall be distinct from any salary, remuneration or other amount payable to, or benefit provided for, him pursuant to other provisions of these Articles and shall accrue from day to day.

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96.	Expenses
	A Director may also be paid all travelling, hotel and other expenses properly incurred by him in connection with his attendance at meetings of the Board or of committees of the Board or general meetings or separate meetings of the holders of any class of shares or adjourned meetings or otherwise in connection with the discharge of his duties as a Director, including (without limitation) any professional fees incurred by him (with the approval of the Board or in accordance with any procedures stipulated by the Board) in taking independent professional advice in connection with the discharge of such duties.
97.	Remuneration of executive Directors
	The salary or remuneration of a Director appointed to hold employment or executive office in accordance with the Articles shall be decided by the Board (including, for the avoidance of doubt, by the Board acting through a duly authorised Board committee) and may be of any description and, without limitation of the foregoing may be a fixed sum of money, or wholly or in part related to his performance and/or that of the Group or any part of it, may include admission to or continuation of membership of or participation in any scheme or fund instituted or established or financed or contributed to by the Company or any other Group Undertaking for the provision of pensions, life assurance or other benefits for employees and their dependants, or the payment of a pension or other benefits to him or his dependants on or after retirement or death, apart from membership of any such scheme or fund or as otherwise so decided, and may be in addition to, or instead of, a fee payable to him for his services as Director pursuant to these Articles.
98.	Special remuneration
	A Director who, at the request of the Board, goes or resides abroad, makes a special journey or performs a special service on behalf of or for the Company (including, without limitation, services as a chairman or deputy chairman of the Board, services as a member of any Board committee and services which the Board (including, for the avoidance of doubt, the Board acting through a duly authorised Board committee) decides is outside the scope of the ordinary duties of a Director) may be paid such reasonable additional remuneration (whether by way of salary, bonus, commission, percentage of profits or otherwise) and expenses as is decided by the Board or such a committee.
99.	Pensions and other benefits
	The Board may exercise all the powers of the Company to provide pensions or other retirement or superannuation benefits and to provide death or disability benefits or other allowances or gratuities (by insurance or otherwise) for a person who is or has at any time been a director or officer or employee of a company which is or was a Group Undertaking, a company which is or was allied to or associated with the Company or with a Group Undertaking or a predecessor in business of the Company or of a Group Undertaking (and for any member of his family, including a spouse or former spouse, or a person who is or was dependent on him) and also to establish and subsidise or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of, or to advance the interests and well-being of, any Group Undertaking or of any such person as aforesaid. For this purpose the Board may establish, maintain, subscribe and contribute to any scheme, trust or fund and pay premiums. The Board may arrange for this to be done by the Company alone or in conjunction with another person. A Director or former Director is entitled to receive and retain for his own benefit any pension or other benefit provided in accordance with this Article and is not obliged to account for it to the Company.

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DIRECTORS’ PROCEEDINGS
100.	Board meetings
	Subject to these Articles, the Board may regulate its proceedings as it thinks fit.
101.	Notice of Board Meetings
	A Director may, and the Secretary at the request of a Director shall, call a meeting of the Board. Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or sent in hard-copy form to his last known address within the United Kingdom or any other address within the United Kingdom given to the Company by him for such purpose or given in electronic form to an electronic address notified to the Company by the Director. It shall not be necessary to give notice of a Board meeting to a Director who is absent from the United Kingdom unless the Director has notified the Company in writing of an address in the United Kingdom or an electronic address at which notice of such meetings is to be given to him when he is absent from the United Kingdom. A Director may waive the requirement that notice of any Board meeting be given to him, either prospectively or retrospectively.
102.	Quorum
	Save as provided in Article 84, no business shall be transacted at any meeting of the Board unless a quorum is present. The quorum may be fixed by the Board and unless so fixed at any other number shall be two. An alternate Director who is not himself a Director shall, if his appointor is not present, be counted in the quorum. No Director or other person who is present at a meeting of the Board as an alternate Director shall be counted as two or more for quorum purposes unless at least one other Director or person duly appointed as an alternate Director is also present. A duly convened Board meeting at which a quorum is present shall be competent to exercise any and all of the authorities, discretions and powers vested in or exercisable by the Board.
103.	Board chairman
	The Board may appoint any Director to be, and may remove, a chairman and a deputy chairman of the Board. The chairman or, in his absence, the deputy chairman, shall preside at all Board meetings. If there is no chairman or deputy chairman, or if at a Board meeting neither the chairman nor the deputy chairman is present within five minutes after the time appointed for the meeting, or if neither of them is willing to act as chairman, the Directors present may choose any Director present to be chairman of the meeting.
104.	Voting
	Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote.
105.	Telephone participation
	A Director or his alternate Director may participate in a meeting of the Board or a committee of the Board through the medium of conference telephone, video conferencing or any other form of communication equipment if all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person participating in this way shall be deemed to be present in person at the meeting and shall be counted in a quorum and entitled to vote. Subject to the Acts, all business transacted in this way by the Board or a committee of the Board shall be deemed for the purposes of the Articles to be validly and effectively transacted at a meeting of the Board or a committee of the Board even if one Director only is physically present at any one place. The meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chairman of the meeting then is.

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106.	Written resolutions
(A)	A resolution in writing signed or approved by all the Directors for the time being entitled to receive notice of a Board meeting and in number not being less than a quorum shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the Board.
(B)	A resolution in writing signed or approved by all the members of a committee of the Board for the time being entitled to receive notice of the meetings of such committee and in number not being less than a quorum of such committee shall be as valid and effective for all purposes as a resolution duly passed at a meeting of the committee.
(C)	Such a resolution:
	(i)	may be signed or approved by facsimile transmission or telephone or electronic means from an electronic address given to the Company in writing for such purpose by the person signing or approving and subsequently confirmed by facsimile transmission or letter;
	(ii)	may consist of several documents in the same form each executed by one or more of the Directors or members of the relevant committee;
	(iii)	need not be signed or approved by an alternate Director if it is signed or approved (in the manner specified in paragraph (i) above) by his appointor;
	(iv)	if signed or approved by an alternate Director, need not also be signed or approved by his appointor; and
	(v)	to be effective, need not be signed or approved by a Director who is prohibited by these Articles from voting on it, or by his alternate.

107.	Committee proceedings
	Proceedings of committees of the Board shall be conducted in accordance with regulations prescribed by the Board (if any). Subject to those regulations, such proceedings shall be conducted in accordance with applicable provisions of these Articles regulating the proceedings of the Board. Where the Board resolves to delegate any of its powers, authorities and discretions to a committee and such resolution states that the committee shall consist of any one or more unnamed Directors, it shall not be necessary to give notice of a meeting of such committee to any Directors other than the Director or Directors who form the committee.
108.	Minutes

(A)	The Board shall cause minutes to be made of:
	(i)	all appointments of officers and committees made by the Board and of any such officer’s remuneration; and
	(ii)	the names of Directors present at every meeting of the Board, a committee of the Board, the Company or the holders of any class of shares or debentures, and all orders, resolutions and proceedings of such meetings.
(B)	Any such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting or the Secretary, shall be prima facie evidence of the matters stated in them.
109.	Validity of proceedings
All acts done in good faith by a meeting of the Board, or of a committee of the Board, or by a person acting as a Director, an alternate Director or a committee member shall, notwithstanding that it may be discovered afterwards that there was a defect in the appointment of any person so acting or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director, alternate Director or committee member and entitled to vote.

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INTERESTS OF DIRECTORS
110.	Permitted interests
	Subject to the Acts and compliance with the next Article, a Director, notwithstanding his office:
	(i)	may enter into or otherwise be interested in any contract, arrangement, transaction or proposal with the Company or in which the Company is otherwise interested, either in connection with his tenure of any office or place of profit or as vendor, purchaser or otherwise;
	(ii)	may hold any other office or place of profit under the Company (except that of auditor) in conjunction with the office of Director and may act by himself or through his firm in a professional capacity for the Company, and in any such case on such terms as to remuneration and otherwise as the Board may arrange, either in addition to or in lieu of any remuneration provided for by any other Article;
	(iii)	may be a director or other officer of, or employed by, or a party to any contract, arrangement, transaction or proposal with or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested or as regards which the Company has any powers of appointment; and
	(iv)	shall not be liable to account to the Company for any profit, remuneration or other benefit realised by any such office, employment, contract, arrangement, transaction or proposal,
	and no such contract, arrangement, transaction or proposal shall be avoided on the grounds of any such interest or benefit.
111.	Disclosure of interests to Board
	A Director who is in any way (directly or indirectly) interested in any contract or arrangement or any other proposal with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract, arrangement or proposal is first considered, if he knows his interest then exists or, in any other case, at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article a general notice given to the Board by a Director that he is to be regarded as having an interest (of the nature and extent specified in the notice) in any contract, arrangement or proposal in which a specified person or class of persons is interested shall be deemed to be a sufficient disclosure under this Article in relation to such contract, arrangement or proposal of the nature and extent so specified.
112.	Interested Director not to vote or count for quorum
	A Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Board or of a committee of the Board concerning any contract or arrangement or any other proposal to which the Company is or is to be a party and in which he has an interest which is to his knowledge a material interest (otherwise than by virtue of his interests in shares or debentures or other securities of, or otherwise in or through, the Company), other than a resolution:
	(viii)	relating to the giving of any security, guarantee or indemnity to him in respect of money lent or obligations incurred by him or by any other person at the request of or for the benefit of a Group Undertaking;

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(ix)	relating to the giving of any security, guarantee or indemnity in respect of a debt or obligation of a Group Undertaking for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
(x)	relating to, or in the context of, an offer of securities by a Group Undertaking in which he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting or placing of which he is to participate;
(xi)	relating to a transaction or arrangement with any other company in which he is interested, directly or indirectly, provided that he is not the holder of or beneficially interested in one per cent or more of any class of the equity share capital of that company (or of any other company through which his interest is derived) and not entitled to exercise one per cent or more of the voting rights available to members of the relevant company (and for the purpose of calculating the said percentage there shall be disregarded any shares held by the director as a bare or custodian trustee and in which he has no beneficial interest, and any shares comprised in any authorised unit trust scheme in which the director is interested only as a unit holder);
(xii)	relating to an arrangement for the benefit of employees of any Group Undertaking which does not award him any privilege or benefit not generally awarded to the employees to whom such arrangement relates; or
(xiii)	concerning insurance which the Company proposes to maintain or purchase for the benefit of Directors or for the benefit of persons including Directors.

113.	Director’s interest in own appointment
	A Director shall not vote or be counted in the quorum on any resolution of the Board or committee of the Board concerning his own appointment (including fixing or varying or recommending the terms of his appointment or its termination) as a holder of any office or place of profit with the Company or any body corporate in which the Company is interested. Where proposals are under consideration concerning the appointment (including fixing or varying or recommending the terms of appointment or the termination thereof) of two or more Directors to offices or places of profits with the Company or any body corporate in which the Company is interested, such proposals may be divided and a separate resolution considered in relation to each Director. In such case each of the Directors concerned (if not otherwise debarred from voting under these Articles) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.
114.	Conclusive rulings on Directors’ interests

(A)

If any question arises at any meeting as to the materiality of the interest of a Director (other than the chairman of the meeting) or as to the entitlement of any Director (other than the chairman) to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, such question shall be referred to the chairman of the meeting. The chairman’s ruling in relation to such Director shall be conclusive and binding on all concerned (except in a case where the nature or extent of the interest of such Director, as known to him, has not been adequately disclosed to the meeting).

(B)

If any question arises at any meeting as to the materiality of the interest of the chairman of the meeting or as to his entitlement to vote or be counted in the quorum and such question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, such question shall be decided by a resolution of the Directors or committee members present at the meeting (excluding the chairman), whose majority vote shall be conclusive and binding on all concerned (except in a case where the nature or extent of the interest of such chairman, as known to him, has not been adequately disclosed to the meeting).

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115.	Connected persons
	For the purposes of the provisions of these Articles concerning a Director’s interests in relation to the Company, the interest of a person who is for the purposes of the 1985 Act connected (within the meaning of section 346 of the 1985 Act) with a Director shall be (if known by the Director to be an interest of any such connected person) treated as the interest of the Director and, in relation to an alternate Director, the interest of his appointor shall be treated as the interest of the alternate Director in addition to an interest which the alternate Director otherwise has. This Article applies to an alternate Director as if he were a Director.
116.	Suspension or relaxation of provisions concerning Directors’ interests
	Subject to the Acts and, where applicable, to any relevant requirements of the Listing Rules and the London Stock Exchange, the Company may by ordinary resolution suspend, vary or relax any provision in these Articles concerning a Director’s interests in relation to the Company, either generally or in respect of any particular matter, or ratify any contract, arrangement or other proposal not authorised by reason of a contravention of any such provision.

SECRETARY
117.	Secretary
(A)	Subject to the Acts, the Board shall appoint a Secretary and may appoint one or more persons to be a joint, deputy or assistant Secretary on such terms and conditions as it thinks fit. The Board may remove a person appointed pursuant to this Article from office and appoint another or others in his place.
(B)	Any provision of the Acts or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as a Director and as, or in the place of, the Secretary, but subject to this, anything required or authorised by the Acts or these Articles to be done by or to the Secretary may, if the office is vacant or there is for any other reason no Secretary capable of acting, be done by or to any assistant or deputy Secretary or, if there is no assistant or deputy Secretary capable of acting, by or to an officer of the Company authorised generally or specially for that purpose by the Board.
SEALS AND DOCUMENT AUTHENTICATION
118.	Application of Seal

(A)	Any Seal may be used only by the authority of the Board or of a committee of the Board. The Board may decide who is to sign an instrument to which the Seal is to be affixed either generally or in relation to a particular instrument or type of instrument. The Board may decide, either generally or in a particular case, that a signature may be dispensed with or affixed by mechanical means. Unless otherwise decided by the Board:
	(i)	share certificates and certificates issued in respect of debentures or other securities to which the Seal is affixed (subject to the provisions of the relevant instrument) need not be signed or, if signed, a signature may be applied by mechanical or other means or may be printed; and
	(ii)	every other instrument to which the Seal is affixed shall be signed by one Director and by the Secretary or a second Director.
(B)	Every share certificate, share warrant or certificate issued in respect of debentures or other securities shall be issued either under the Seal (which may be affixed to it or printed on by mechanical or other means) or in such other manner as the Board, having regard to the terms of issue, the Acts and, where applicable, the Listing Rules and the rules of the London Stock Exchange, may authorise. All references in these Articles to the Seal shall be construed in relation to share certificates and share warrants accordingly.

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119.	Official seal for use abroad
	The Company may exercise the powers conferred by the Acts with regard to having an official seal for use abroad, and those powers shall be vested in the Board.
120.	Directors or Secretary to authenticate or certify
	A Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company (including the memorandum of association and these Articles) and any resolutions passed by the Company or holders of a class of shares or the Board or any committee of the Board and any books, records, documents and accounts relating to the business of the Company, and may certify copies of or extracts from any such items as true copies or extracts.

DIVIDENDS AND OTHER PAYMENTS
121.	Declaration of dividends
	Subject to the provisions of the Acts:
	(i)	the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividends shall exceed the amount recommended by the Board; and
	(ii)	the Directors may also from time to time declare and pay dividends on shares of any class of such amounts and on such dates and in respect of such periods as they think fit.

122.	Board may pay interim and fixed dividends
	Subject to the provisions of the Acts, the Board may declare and pay interim dividends if it appears to the Board that they are justified by the profits of the Company available for distribution. If the share capital is divided into different classes of shares, the Board may declare and pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. The Board may also declare and pay at intervals settled by it any dividend payable at a fixed rate if it appears to it that the profits available for distribution justify the payment. Provided the Board acts in good faith the Directors shall not incur any liability to the holders of shares conferring preferred rights for any loss that they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights. Interim dividends and dividends payable at a fixed rate may be paid in any currency.
123.	Entitlement to dividends

(A)	Except as otherwise provided by these Articles or the rights attached to shares:
	(i)	a dividend shall be declared and paid according to the amounts paid up (otherwise than in advance of calls) on the nominal value of the shares on which the dividend is paid; and
	(ii)	dividends shall be apportioned and paid proportionately to the amounts paid up on the nominal value of the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms that it shall rank for dividend as from a particular date, it shall rank for dividend accordingly.
(B)	Except as otherwise provided by these Articles or the rights attached to shares:

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	(i)	a dividend may be paid in any currency or currencies decided by the Board; and
	(ii)	the Company may agree with a member that any dividend declared or which may become due in one currency will be paid to the member in another currency,
	for which purpose the Board may use any relevant exchange rate current at any time as the Board may select for the purpose of calculating the amount of any member’s entitlement to the dividend.
124.	Payment methods
(A)	The Company may pay a dividend, interest or other amount payable in respect of a share in cash or by cheque, warrant or money order or by a bank or other funds transfer system or (in respect of any uncertificated share) through the Uncertificated System in accordance with any authority given to the Company to do so (whether in writing, through the Uncertificated System or otherwise) by or on behalf of the member in a form or in a manner satisfactory to the Board. Any joint holder or other person jointly entitled to a share may give an effective receipt for a dividend, interest or other amount paid in respect of such share.
(B)	The Company may send a cheque, warrant or money order by post:
	(i)	in the case of a sole holder, to his registered address;
	(ii)	in the case of joint holders, to the registered address of the person whose name stands first in the Register of Members in respect of the relevant share;
	(iii)	in the case of a person or persons entitled by transmission to a share, as if it were a notice given in accordance with Article 141 (notice to persons entitled by transmission); or
	(iv)	in any case, to a person and address that the person or persons entitled to the payment may in writing direct.
(C)	Every cheque, warrant or money order shall be sent at the risk of the person or persons entitled to the payment and shall be made payable to the order of the person or persons entitled or to such other person or persons as the person or persons entitled may in writing direct. The payment of the cheque, warrant or money order shall be a good discharge to the Company. If payment is made by a bank or other funds transfer or through the Uncertificated System, the Company shall not be responsible for amounts lost or delayed in the course of transfer. If payment is made by or on behalf of the Company through the Uncertificated System:
	(i)	the Company shall not be responsible for any default in accounting for such payment to the member or other person entitled to such payment by a bank or other financial intermediary of which the member or other person is a customer for settlement purposes in connection with the Uncertificated System; and
	(ii)	the making of such payment in accordance with any relevant authority referred to in paragraph (A) above shall be a good discharge to the Company.
(D)	The Board may:
	(i)	lay down procedures for making any payments in respect of uncertificated shares through the Uncertificated System;
	(ii)	allow any holder of uncertificated shares to elect to receive or not to receive any such payment through the Uncertificated System; and
	(iii)	lay down procedures to enable any such holder to make, vary or revoke any such election.

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(E) The Board may withhold payment of a dividend (or part of a dividend) payable to a person entitled by transmission to a share until he has provided any evidence of his entitlement that the Board may reasonably require.

125.	Deductions
	The Board may deduct from any dividend or other amounts payable to any person in respect of a share all such sums as may be due from him to the Company on account of calls or otherwise in relation to any shares.
126.	Interest
	No dividend or other money payable in respect of a share shall bear interest against the Company, unless otherwise provided by the rights attached to the share.
127.	Unclaimed dividends
	All unclaimed dividends or other monies payable by the Company in respect of a share may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. The payment of any unclaimed dividend or other amount payable by the Company in respect of a share into a separate account shall not constitute the Company a trustee in respect of it. Any dividend unclaimed after a period of twelve years from the date the dividend became due for payment shall be forfeited and shall revert to the Company.
128.	Uncashed dividends
	If, in respect of a dividend payable in respect of a share:
	(i)	a cheque, warrant or money order is returned undelivered or left uncashed; or
	(ii)	a transfer made by or through a bank transfer system and/or other funds transfer system(s) (including, without limitation, the Uncertificated System in relation to any uncertificated shares) fails or is not accepted,
	on two consecutive occasions, or one occasion and reasonable enquiries have failed to establish another address or account of the person entitled to the payment, the Company shall not be obliged to send or transfer a dividend in respect of such share to such person until he notifies the Company of an address or account to be used for such purpose.
129.	Dividends in kind
	A general meeting, or adjourned meeting, declaring a dividend may, upon the recommendation of the Board, direct that it shall be satisfied wholly or partly by the distribution of assets (including, without limitation, paid up shares or securities of any other body corporate). Where any difficulty arises concerning such distribution, the Board may settle it as it thinks fit. In particular (without limitation), the Board may:
	(i)	issue fractional certificates or ignore fractions;
	(ii)	fix the value for distribution of any assets, and may determine that cash shall be paid to any member on the footing of the value so fixed in order to adjust the rights of members; and
	(iii)	vest any assets in trustees on trust for the persons entitled to the dividend.
130.	Scrip dividends

(A) The Board may, with the prior authority of an ordinary resolution and subject to such terms and conditions as the Board may determine, offer any holders of Ordinary Shares the right to elect to receive Ordinary Shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Board) of any dividend specified by the ordinary resolution, subject to the Acts and to the provisions of this Article.

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(B)	An ordinary resolution under paragraph (A) of this Article may specify a particular dividend (whether or not declared), or may specify all or any dividends declared within a specified period, but such period may not end later than the beginning of the fifth annual general meeting next following the date of the meeting, or adjourned meeting, at which the ordinary resolution is passed.
(C)	The entitlement of each holder of Ordinary Shares to new Ordinary Shares shall be such that the relevant value of the entitlement shall be the cash amount, disregarding any tax credit, (or as near to such cash amount as the Board considers appropriate) that such holder would have received by way of dividend. For this purpose, "relevant value" shall be calculated by reference to the average of the middle market quotations for the Ordinary Shares on the London Stock Exchange as derived from the London Stock Exchange Daily Official List for the day on which the Ordinary Shares are first quoted "ex" the relevant dividend and the four subsequent dealing days, or in such other manner as may be determined by or in accordance with the ordinary resolution. A written confirmation or report by the Auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount.
(D)	The Board may make any provision it considers appropriate in relation to an allotment made or to be made pursuant to this Article (whether before or after the passing or the ordinary resolution referred to in paragraph (A) of this Article), including (without limitation):
	(i)	the giving of notice to holders of the right of election offered to them;
	(ii)	the provision of forms of election and/or a facility and a procedure for making elections through the Uncertificated System (whether in respect of a particular dividend or dividends generally);
	(iii)	determination of the procedure for making and revoking elections;
	(iv)	the place at which, and the latest time by which, forms of election and other relevant documents must be lodged in order to be effective;
	(v)	the disregarding or rounding up or down or carrying forward of fractional entitlements, in whole or in part, or the accrual of the benefit of fractional entitlements to the Company (rather than to the holders concerned); and
	(vi)	the exclusion from any offer of any holders of Ordinary Shares where the Board considers that the making of the offer to them would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them.
(E)	The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect of which a valid election has been made (the "elected Ordinary Shares"). Instead additional Ordinary Shares shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment determined under this Article. For such purpose, the Board may capitalise out of any amount for the time being standing to the credit of any reserve or fund of the Company (including, without limitation, any share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, a sum equal to the aggregate nominal value of the additional Ordinary Shares to be allotted on that basis and apply it in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to the holders of the elected Ordinary Shares on that basis.
(F)	The additional Ordinary Shares when allotted shall rank pari passu in all respects with the fully paid Ordinary Shares in issue on the record date for the dividend in respect of which the right of election has been offered, except that they will not rank for any dividend or other entitlement which has been declared, paid or made by reference to such record date.

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(G)	The Board may:
	(i)	do all acts and things which it considers necessary or expedient to give effect to any such capitalisation, and may authorise any person to enter on behalf of all the members interested into an agreement with the Company providing for such capitalisation and incidental matters and any agreement so made shall be binding on all concerned;
	(ii)	establish and vary a procedure for election mandates in respect of future rights of election and determine that every duly effected election in respect of any Ordinary Shares shall be binding on every successor in title to the holder of such shares; and
	(iii)	terminate, suspend or amend any offer of the right to elect to receive Ordinary Shares in lieu of any cash dividend at any time and generally implement any scheme in relation to any such offer on such terms and conditions as the Board may from time to time determine and take such other action as the Board may deem necessary or desirable from time to time in respect of any such scheme.

131.	Reserves
	The Board may set aside out of the profits of the Company and carry to reserve such sums as it thinks fit. Such sums standing to reserve may be applied, at the Board’s discretion, for any purpose to which the profits of the Company may properly be applied and, pending such application, may either be employed in the business of the Company or be invested in such investments as the Board thinks fit. The Board may divide the reserve into such special funds as it thinks fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided as it thinks fit. The Board may also carry forward any profits without placing them to reserve.
132.	Capitalisation of profits and reserves
	The Board may, with the authority of an ordinary resolution:
	(i)	subject to this Article, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not available for distribution) or any sum standing to the credit of any reserve or fund of the Company (including, without limitation, any share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution;
	(ii)	appropriate the sum resolved to be capitalised to the holders of Ordinary Shares in proportion to the nominal values of the shares (whether or not fully paid) held by them respectively which would entitle them to participate in a distribution of that sum if the shares were fully paid and the sum were then distributable and were distributed by way of dividend and apply such sum on their behalf either in or towards paying up the amounts, if any, unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal value equal to that sum, and allot the shares or debentures credited as fully paid to those holders of Ordinary Shares or as the Board may direct, in those proportions, or partly in one way and partly in the other, but so that the share premium account, the capital redemption reserve and any profits or reserves which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued shares to be allotted to members credited as fully paid;
	(iii)	resolve that any shares so allotted to any member in respect of a holding by him of any partly paid shares shall, so long as such shares remain partly paid, rank for dividend only to the extent that such partly paid shares rank for dividend;

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	(iv)	make such provision by the issue of fractional certificates (or by ignoring fractions or by accruing the benefit of fractions to the Company rather than to the holders concerned) or by payment in cash or otherwise as the Board may determine in the case of shares or debentures becoming distributable in fractions;
	(v)	authorise any person to enter on behalf of all the members concerned into an agreement with the Company providing for either:
		(a)	the allotment to them respectively, credited as fully paid, of any further shares or debentures to which they are entitled upon such capitalisation; or
		(b)	the payment up by the Company on behalf of such members, by the application thereto of their respective proportions of the reserves or profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares,
		and so that any such agreement shall be binding on all such members; and
	(vi)	generally do all acts and things required to give effect to such resolution.
RECORD DATES
133.	Board to fix date
	Notwithstanding any other provision of these Articles but without prejudice to the rights attached to any shares and subject to the Acts and Article 137(D) (21 day record date period) the Company or the Board may fix any date (the "record date") as the date at the close of business (or such other time as the Board may decide) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular. A record date may be on or at any time before any date on which such item is paid, made, given or served or (in the case of any dividend, distribution, interest, allotment or issue) on or at any time before or after any date on which such item is recommended, resolved, declared or announced.
ACCOUNTS

134.	Access to accounting records
	No member (other than an officer of the Company) shall have any right of inspecting any accounting record or book or other document of the Company unless he is authorised to do so by statute, by order of the court, by the Board or by an ordinary resolution. The Board shall from time to time determine whether and to what extent (if any) and at what times and places and under what conditions or regulations the accounting records and books of the Company or any of them, shall be open to the inspection of members.
135.	Distribution of annual accounts

(A) In respect of each financial year, a copy of the Company’s annual accounts, Directors’ report and Auditors’ report on those accounts shall be sent or supplied in accordance with Articles 137 to 141 to every member, every holder of debentures, and every other person who is entitled to receive notices of general meetings, in each case not less than twenty one clear days before the date of the meeting at which copies of those documents are to be laid in accordance with the Acts. This Article does not require copies of such documents to be sent to any share or to any person who is not entitled to receive notices of general meetings or of whose address the Company is unaware or to more than one of the joint holders of a share or debenture or of persons by transmission becoming jointly entitled to a share or debenture.

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(B) Where permitted in accordance with the Acts, the Company may send a summary financial statement to any member in the same manner as described in Paragraph (A) of this Article, instead of or in addition to the documents referred to in paragraph (A) of this Article.

NOTICES ETC
136.	Form of notices
	Any notice to be given to or by any person pursuant to these Articles (other than a notice calling a meeting of the Directors, in relation to which Article 101 shall apply) shall be given in writing.
137.	Service on members

(A)	Any notice, document or information may (without prejudice to Article 138) be given, sent or supplied by the Company to any member either :
	(i)	personally; or
	(ii)	by sending it by post in a prepaid envelope addressed to the member at his registered address or postal address given pursuant to article 137(D), or by leaving it at that address, and any such notice or document to be given to or served on a member registered on an overseas branch register may be posted either from the United Kingdom or in the territory in which such branch register is maintained; or
	(iii)	by sending it in electronic form to a person who has agreed (generally or specifically) that the notice, document or information may be sent or supplied in that form (and has not revoked that agreement); or
	(iv)	by any other means authorised in writing by the member concerned or (in the case of a notice to a member holding uncertificated shares) by transmitting the notice through the Uncertificated System (if permitted by, and subject to, the facilities and requirements of the Uncertificated System and subject to compliance with any relevant requirements of the Listing Rules and the London Stock Exchange: or
	(v)	subject to the provisions of the Acts, by making it available on a website, provided that the requirements in article 137(B) are satisfied.
(B)	The requirements referred to in article 134(A)(v) are that:
	(i)	the member has agreed (generally or specifically) that the notice, document or information may be sent or supplied to him by being made available on a website (and has not revoked that agreement), or the member has been asked by the Company to agree that the Company may send or supply notices, documents and information generally, or the notice, document or information in question, to him by making it available on a website and the Company has not received a response within the period of 28 days beginning on the date on which the Company's request was sent and the member is therefore taken to have so agreed (and has not revoked that agreement);
	(ii)	the member is sent a notification of the presence of the notice, document or information on a website, the address of that website, the place on that website where it may be accessed, and how it may be accessed ("notification of availability");
	(iii)	in the case of a notice of meeting, the notification of availability states that it concerns a notice of a company meeting, specifies the place, time and date of the meeting, and states whether it will be an annual general meeting; and
	(iv)	the notice, document or information continues to be published on that website, in the case of a notice of meeting, throughout the period beginning with the date of the notification of availability and ending with the conclusion of the meeting and in all other cases throughout the period specified by any applicable provision of the Acts, or, if no such period is specified, throughout the period of 28 days beginning with the date on which the notification of availability is sent to the member, save that if the notice, document or information is made available for part only of that period then failure to make it available throughout that period shall be disregarded where such failure is wholly attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid.

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(C)	In the case of joint holders of a share,:
	(i)	it shall be sufficient for all notices, documents and other information to be given, sent or supplied to the joint holder whose name stands first in the Register of Members in respect of the joint holding (the "first named holder") only; and
	(ii)	the agreement of the first named holder that notices, documents and information may be given, sent or supplied in electronic form or by being made available on a website shall be binding on all the joint holders.
(D)	If a member (or, in the case of joint holders, the first named holder) has a registered address outside the United Kingdom but has given to the Company an address in the United Kingdom at which notices may be sent to him or has an address which is registered on an overseas branch register or has an electronic address to which notices may be sent, he shall be entitled to have notices or documents sent to him at that address or (subject to paragraph (A) of this Article) that electronic address. Otherwise no such member (including any such joint holder) shall be entitled to receive any notice, document or information from the Company.
(E)	Any notice, document or information to be given to a member may be given by reference to the Register of Members as it stands at any time within the period of twenty-one days before the day that the notice or the document is despatched or (where and as applicable) within any other period permitted by, or in accordance with the requirements of, the Listing Rules, the London Stock Exchange, the Acts and the Uncertificated Securities Regulations. No change in the Register of Members after that time shall invalidate the giving or service of such notice or document or require the Company to give such item to or serve it on any other person.
(F)	If on three consecutive occasions notices, documents or information sent or supplied to a member have been returned undelivered, the member shall not be entitled to receive any subsequent notice, document or information until he has supplied to the Company (or its agent) a new registered address, or a postal address within the United Kingdom or (without prejudice to Article 134(4)) shall have informed the Company, in such manner as may be specified by the Company, of an electronic address. For the purposes of this Article, references to notices, documents or information include references to a cheque or other instrument of payment; but nothing in this article shall entitle the Company to cease sending any cheque or other instrument of payment for any dividend in respect of which the provisions of Article 128 shall apply.
(G)	For the avoidance of doubt, the provisions of this article 137 are subject to Article 45(F)
(H)	The Company may at any time and at its sole discretion choose to give, send or supply notices, documents and information only in hard copy form to some or all members.
138.	Notices by advertisement
(A)	Subject to the Acts, where, by reason of the suspension or curtailment of postal services in the United Kingdom the Company is unable effectively to give notice of a general meeting, such meeting may be convened by notice advertised in two national daily newspapers published in the United Kingdom. The Company shall send a copy of the notice to members in the same manner as it sends notices under Article 137 if at least seven clear days before such meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable.

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(B)	Subject to the Acts, any notice document or information given, sent or supplied by the Company to the members or any of them, not being a notice to which Article 138(A) applies, shall be sufficiently given, sent or supplied if given by advertisement in at least one national daily newspaper published in the United Kingdom.
139.	Evidence of giving notice
(A)	Any notice, document or information given, sent or supplied by the Company to the members or any of them:

(i)	by post, shall be deemed to have been received 24 hours after the time at which the envelope containing the notice was posted unless it was sent by second class post or there is only one class of post in which case it shall be deemed to have been received 48 hours after it was posted. Proof that the envelope was properly addressed, prepaid and posted shall be conclusive evidence that the notice, document or information was sent;
(ii)	by advertisement, shall be deemed to have been received on the day on which the advertisement appears;
(iii)	by electronic means, shall be deemed to have been received 24 hours after it was sent. Proof that a notice, document or information in electronic form was sent in accordance with the Institute of Chartered Secretaries and Administrators' Guidance (in issue at the time the relevant notice, document or information was sent) shall be conclusive evidence that the notice, document or information was sent;
(iv)	by making it available on a website, shall be deemed to have been received on the date on which notification of availability on the website is deemed to have been received in accordance with this article or, if later, the date on which it is first made available on the website.

(B)	A notice or document not sent by post or given by electronic means but:
	(i)	left at a registered address or address for giving notice in the United Kingdom shall be deemed to be given or served on the day it is left; and
	(ii)	given through the Uncertificated System shall be deemed to be given or served when the Company or any System-Participant or other relevant person acting on the Company’s behalf sends the relevant Issuer-Instruction or other relevant message in respect of such notice or document.
(C)	A member present either in person or by proxy, or in the case of a corporate member by a duly authorised representative, at any meeting of the Company or of the holders of any class of shares shall be deemed to have received due notice of such meeting and, where required, of the purposes for which it was called.

140.	Notice binding on transferees
	A person who becomes entitled to a share by transfer, transmission or otherwise shall be bound by any notice in respect of that share (other than a notice given by the Company under section 793 of the 2006 Act) which, before his name is entered in the Register of Members, has been given to the person from whom he derives his title.
141.	Notice to persons entitled by transmission
	A notice, document or information may be given by the Company to, or served by it on, a person entitled by transmission to a share in consequence of the death or bankruptcy of a member or otherwise by sending or delivering it in any manner authorised by these Articles for the giving of notice to a member, addressed to that person by name, or by the title of representative of the deceased or trustee of the bankrupt or by any similar or equivalent description, at the address, if any, in the United Kingdom or to the electronic address supplied for that purpose by the person claiming to be so entitled. Until such an address or electronic address has been supplied, a notice or other document may be given or served in any manner in which it might have been given or served if the event giving rise to the transmission had not occurred. The giving of notice in accordance with this Article shall be sufficient notice to all other persons interested in the share.

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DOCUMENT DESTRUCTION
142.	Document destruction
(A)	The Company may destroy:
	(i)	any share certificate or other evidence of title to shares which has been cancelled; at any time after one year from the date of such cancellation;
	(ii)	any mandate for the payment of dividends or other amounts or any variation or cancellation of such mandate or any other instruction concerning the payment of monies or any notification of change of name or address; at any time after two years from the date such mandate, variation, cancellation or notification was recorded by the Company;
	(iii)	any instrument or other evidence of transfer of shares or renunciation of an allotment of shares which has been registered; at any time after six years from the date of registration; and
	(iv)	any other document on the basis of which an entry in the Register of Members is made; at any time after six years from the date an entry in the Register of Members was first made in respect of it,
	and the Company may destroy any such document earlier than the relevant date, provided that a permanent record of the document is made (on microfilm, computer disc or otherwise) which is not destroyed before that date.
(B)	It shall be conclusively presumed in favour of the Company that every entry in the Register of Members purporting to have been made on the basis of a document destroyed in accordance with this Article was duly and properly made, that every instrument of transfer so destroyed was duly registered, that every share certificate so destroyed was valid and was duly cancelled and that every other document so destroyed was valid and effective in accordance with the recorded particulars in the records of the Company.
(C)	This Article shall apply only to the destruction of a document in good faith and without express notice of any claim (regardless of the parties to it) to which the document might be relevant.
(D)	Nothing in this Article imposes on the Company any liability in respect of the destruction of any such document otherwise than as provided for in this Article which would not attach to the Company in the absence of this Article.
(E)	References in this Article to the destruction of any document include references to the disposal of it in any manner.
WINDING UP
143.	Division of assets
(A)	On a winding up of the Company, the Company’s assets available for distribution shall be divided among the members in proportion to the nominal amounts of capital paid up or credited as paid up on the shares held by them, subject to the terms of issue of or rights attached to any shares.

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(B)

On a winding up of the Company (whether voluntary, under supervision or by the Court) the liquidator may, on obtaining any sanction required by law, divide among the members in kind the whole or any part of the assets of the Company, whether or not the assets consist of property of one kind or of different kinds. For this purpose the liquidator may set the value he deems fair on a class or classes of property, and may determine on the basis of such valuation and in accordance with the then existing rights of members how the division is to be carried out between members or classes of members. The liquidator may not, however, distribute to a member without his consent an asset to which there is attached a liability or potential liability for the owner.

(C)

Any return of capital to a holder in respect of the nominal amount paid up on an Ordinary Share on a winding up of the Company shall be paid in US dollars.

INDEMNITY
144.	Right to indemnity
	Subject to the provisions of the Acts, the Company may indemnify any person who is or was a director, directly or indirectly (including by funding any expenditure incurred or to be incurred by him), against any loss or liability incurred by him in the actual or purported execution or discharge of his duties or exercise of his powers or otherwise in relation to or connection with the Company or any associated company. For the purposes of this article, “associated company” has the same meaning as in Section 309A of the 1985 Act.
145.	Power to insure
	Subject to the Acts, the Board may purchase and maintain insurance at the expense of the Company for or for the benefit of any person who is or was at any time a director or other officer (excluding the Auditors, unless and to the extent that the Board determines otherwise) or employee of the Company or any other body corporate which is or was a Group Undertaking or the holding company of the Company or in which the Company or any such holding company has or had an interest, whether direct or indirect, or which is or was in any way allied to or associated with the Company or who is or was at any time a trustee of any pension fund or employee benefits trust in which any employee of any such body corporate is or has been interested, indemnifying such person against any liability which may attach to or have attached to or may be or have been incurred and any loss or expenditure which has been or may be incurred by such person in respect of any act or omission or alleged act or omission in the actual or purported execution and/or discharge of his duties and/or in the exercise or purported exercise of his powers and/or otherwise in relation to his duties, powers or offices in relation to the Company or any such other body corporate, pension fund or employee benefits trust.

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EX-4

Exhibit 4.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, (“Agreement”) is entered into as of February 19, 2008, by and among STERLING JEWELERS INC., a Delaware corporation (the “Company”), SIGNET GROUP, plc (“Signet”) and TERRY BURMAN (the “Executive”).

W I T N E S S E T H

WHEREAS, the Company is engaged in the business of operating a chain of retail jewelry stores in the United States (the “Business”); and

WHEREAS, the Company is a wholly-owned subsidiary of Signet (Signet together with its subsidiaries, the "Signet Group”); and

WHEREAS, the Company and the Executive entered into an Amended and Restated Employment Agreement, dated as of December 20, 2000, and as amended, with the Company (as amended to the date hereof, the “Prior Agreement”); and

WHEREAS, the parties hereby desire to make certain additional amendments to the Prior Agreement and, in connection, therewith, to amend and restate the Prior Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

1.   Employment and Term. The Company hereby employs the Executive, and the Executive hereby accepts employment by the Company, in the capacities and on the terms and subject to the conditions set forth herein, which employment hereunder shall continue as hereinafter provided until terminated by either party by giving not less than one (1) year's notice in writing, such notice to include the day on which it was given (the “Term of Employment”).

2.   Duties.

(a)     During the Term of Employment, the Executive shall serve as Chief Executive Officer of Signet (the “Group Chief Executive”) and Chairman of the Board of Directors of the Company. As Group Chief Executive, the Executive shall be the most senior officer of Signet, with all supervisory authority and power over the other senior officers of Signet and any of its affiliates and with such other powers, duties and responsibilities with respect to the business of Signet as are customary to his offices and positions or as the Board of Directors of Signet (the “Board of Signet”) may request consistent therewith, including, but not limited to, the development and presentation to the Board of Signet of strategy, medium term plans and budgets, compliance with legal and corporate governance requirements, recommendations on the appointment and remuneration of senior executives and management development. The Executive shall devote such time as may be necessary to perform the role of Group Chief Executive to the satisfaction of the Board of Signet.

(b)     For the purposes of Section 2(a) above, the Executive shall report through the Chairman of the Board of Signet to the Board of Signet.

(c)     In addition, while it is understood that the right to elect directors of Signet and the Company is by law vested in the shareholders of Signet and the Company, respectively, it is nevertheless contemplated, subject to such right, that the Executive shall, at all times during the Term of Employment, be a Director of Signet and Chairman of the Board

of Directors of the Company. The Executive shall serve as a Director of Signet and Chairman of the Board of the Company without any additional compensation other than as specified in this Agreement,

(d)     The Executive shall serve Signet and the Company faithfully and to the best of his ability in such capacities, devoting substantially all of his business time, attention, knowledge, energy and skills to such employment.

(e)     If so requested and elected, the Executive also shall serve during any part of the Term of Employment as any other officer or director of Signet's or the Company's subsidiaries without any additional compensation other than as specified in this Agreement.

(f)     The Executive shall be based at the Company's offices in Akron, Ohio and shall reside in the Akron, Ohio area, but the Executive shall travel as reasonably required in connection with the performance of his duties hereunder.

3.   Compensation and Benefits. As full and complete compensation to the Executive for his execution and delivery of this Agreement and performance of the services required hereunder, the Company shall pay, grant or provide the Executive during the Term of Employment, and the Executive agrees to accept, the following salary and other compensation and benefits (all such amounts to be calculated in United States dollars):

(a)     a base salary, payable in accordance with the Company's standard payroll practices for senior executive officers, of at Ieast $1,575,000 per annum, to be reviewed annually starting April 1, for a possible salary increase in accordance with Signet's practices for reviewing executive compensation (“Base Salary”);

(b)     an annual short-term bonus, payable in accordance with certain performance goals relating to Signet Group plc and its subsidiaries (the “Group”) to be established by the Remuneration Committee of the Board of Signet (the “Performance Goals”), in an amount from 0% to 200% of Base Salary (the “Short Term Bonus”). The Short-Term Bonus will be paid on the 30th of April following the end of Signet's applicable fiscal year;

(c)     a long-term bonus payable in accordance with the Signet Group plc 2000 Long-Tern Incentive Plan (the “LTIP”) in an amount from 0% to 160% of Base Salary based on certain Performance Goals relating to the Group, it being understood that not less than 50% of the grants will be paid in cash and the remainder in ordinary shares (or American Depositary Shares representing ordinary shares) of Signet;

(d)     subject to the availability of options and the rules of the related share option plan, options to acquire ordinary shares (or American Depositary Shares representing ordinary shares) of Signet (“Stock Options”) with a market value for such shares at the time of grant aggregating up to a maximum of four times Base Salary granted at such time, in such tranches and on such other terms (including, without limitation, exercise price, vesting schedule and performance conditions) as determined by the Remuneration Committee of the Board of Directors of Signet and consistent with options granted to other executive directors of Signet at that time;

(e)     an annual contribution in an amount equal to 20% of Base Salary under the Company's Deferred Compensation Plan (the “Deferred Compensation Plan”) shall be made;

(f)     medical and dental insurance for the Executive and his spouse in accordance with the benefit plans adopted by the Company for its senior executive officers, life insurance providing for a death benefit of an amount equal to the Executive's annual Base Salary and long-term disability insurance providing for a long-term disability benefit of $15,000 per month and otherwise on the terms and conditions in effect from time to time for the benefit of the Company's senior executive officers;

(g)     the use of an automobile, including automobile telephone, maintenance, repairs, insurance and all costs reasonably incident thereto, annual dues for the World Presidents' Organization and all of the costs incident to a full resident membership in one country club of the Executive's choice in the Akron, Ohio area, all of the foregoing in accordance with the policies and procedures of the Company as in effect from time to time for senior executive officers;

(h)     reimbursement for all reasonable business-related expenses incurred by the Executive, including first class travel for the Executive as required, it being understood that the Executive's spouse may accompany the Executive in first class travel for up to four business trips annually (one of which may be to a destination other than the United Kingdom), all in accordance with the policies and procedures of the Company as in effect from time to time for senior executive officers. If the Executive's spouse should otherwise accompany the Executive on a business trip in which both the Executive and spouse travel in business class, the Company will reimburse the Executive for the cost of a first class ticket for such trip, all other expenses relating to his spouse to be borne by the Executive;

(i)     reimbursement for all reasonably incurred out-of-pocket Iiving expenses in respect of the Executive's business trips to the United Kingdom for the purpose of performing his duties as Group Chief Executive of Signet;

(j)     five (5) weeks per calendar year of paid vacation in accordance with the policies and procedures of the Company as in effect from time to time for senior executive officers; and

(k)     such other perquisites and benefits as may be made available generally from time to time by the Company or Signet to its senior executive officers.

No payments or benefits provided under this Section 3 in respect of one taxable year shall affect the amounts payable in any other taxable year. No benefit or payment due to the Executive under this Section 3 shall be subject to liquidation or exchange for another benefit. Any reimbursements made to the Executive pursuant to this Agreement or otherwise shall be paid no later than the earlier of (i) the time period specified in the Company's established reimbursement policies and procedures, or (ii) the last day of the year following the year in which the expense was incurred,

4.   Termination

(a)     Permanent Disability. In the event of the permanent disability (as hereinafter defined) of the Executive during the Term of Employment, the Company shall have the right, upon written notice to the Executive, to terminate the Executive's employment

hereunder, effective upon the giving of such notice (or such later date as shall be specified in such notice). Upon such termination, the Company shall have no further obligations hereunder, except to pay the Executive his Base Salary and Short-Term Bonus (whether or not vested), prorated to the effective date of termination or provide the Executive any benefits to which the Executive may otherwise have been entitled but for the Executive's permanent disability prorated to the effective date of termination, and the Executive shall continue to have the obligations provided for in Sections 6 and 7 hereof. The Short-Term Bonus will be paid on the 30th of April following the end of Signet's applicable fiscal year. For purposes of this paragraph, “permanent disability” means any physical or mental disability or incapacity which renders the Executive incapable of performing the services required of him in accordance with his obligations under Section 2 for a period of three consecutive months or for shorter periods aggregating three months during any twelve-month period.

(b)     Death. In the event of the death of the Executive during the Term of Employment, this Agreement shall automatically terminate and the Company shall have no further obligations hereunder, except to pay the Executive's beneficiary or legal representative the Base Salary and Short-Term Bonus (whether or not vested) to which the Executive may otherwise have been entitled, prorated to the date of death. The Short-Term bonus will be paid on the 30^th of April following the end of Signet's applicable fiscal year.

(c)     Cause. The Company shall have the right, upon written notice to the Executive, to terminate the Executive's employment under this Agreement for Cause (as hereinafter defined), effective upon the giving of such notice (or such later date as shall be specified in such notice), and the Company shall have no further obligations hereunder, except to pay the Executive any amounts or provide the Executive any benefits to which the Executive may otherwise have been entitled prorated to the effective date of termination, and the Executive shall continue to have the obligations provided for in Sections 6 and 7 hereof.

For purposes of this Agreement, “Cause” means:

                         (i)      fraud, embezzlement or gross insubordination on the part of the Executive or material breach by the Executive of his obligations under Section 6 or 7 hereof;

                         (ii)     conviction of or the entry of a plea of nolo contendere by the Executive for any felony;

                         (iii)    a material breach of, or the willful failure or refusal by the Executive to perform and discharge, his duties, responsibilities or obligations under this Agreement (other than under Sections 6 and 7 hereof, which shall be governed by clause (i) above, and other than by reason of permanent disability or death) that is not corrected within 30 days following written notice thereof to the Executive by the Company, such notice to state with specificity the nature of the breach, failure or refusal; provided that if such breach or failure cannot reasonably be corrected within 30 days of written notice thereof, correction shall be commenced by the Executive within such period and may be corrected within a reasonable period thereafter; or

                         (iv)     any act of moral turpitude or misconduct by the Executive which, (a) is intended to result in substantial personal enrichment of the Executive at the expense of the Company, any member of the Signet Group, or their affiliates, or (b) has a material adverse impact on the business or reputation of the Company, any member of the Signet Group or their affiliates (such determination to be made by the Board of Directors in its reasonable judgment),

(d)     Without Cause. The Company shall have the right to terminate the Executive's employment under this Agreement without Cause and upon written notice, in which case the Executive's employment under this Agreement shall terminate on the date specified in such notice (except that the Executive shall continue to have the obligations provided for in Sections 6 and 7) and the Company shall have no further obligations hereunder, except (i) to pay the Executive his Short-Term Bonus (whether or not vested) for the fiscal year in which Executive's employment under his Agreement is terminated, prorated to the effective date of termination, to be paid on the 30th of April following the end of Signet's applicable fiscal year (the “Termination Year Short-Term Bonus”) and (ii) to pay the Executive a lump sum on the effective date of termination equal to the following: (A) an amount equal to his annual Base Salary at the effective date of termination (the “Termination Base Salary”), (B) an amount equal to the product of his Termination Base Salary and the current maximum percentage of Short-Term Bonus reduced by the average percentage, if any, that Short-Term Bonus has fallen below the maximum Short-Term Bonus percentage during the period of his employment with the Company, (C) an amount equal to 20% of his Termination Base Salary in lieu of the Company's obligation to contribute that amount under the Deferred Compensation Plan and (D) an amount equal to 5% of his Termination Base Salary in lieu of all other benefits for the notice period (items (ii)(A) to (ii)(D) collectively, the “Termination Payment”), In such event, subject to the requirements of the relevant share option plan, the other terms of the specific grant of Stock Options and the discretion of the Remuneration Committee of Signet, the Executive shall be entitled to exercise such Stock Options outstanding at the date of termination.

(e)     Constructive Termination; Change of Control. If there is a Constructive Termination (as hereinafter defined) of the Executive, the Executive shall have the right by written notice to Signet within 14 days of such Constructive Termination to terminate his employment hereunder, in which event the Executive shall have no further obligations under this Agreement other than the obligations provided for in Sections 6 and 7 hereof, and the Company shall have no further obligations hereunder, except to pay the Executive his Termination Year Short-Term Bonus as provided in Section 4(d) above and a lump sum at the effective date of termination equal to the Termination Payment. In the event of a Constructive Termination by the Executive other than that contemplated by (iii)(d) of the succeeding paragraph and subject to the requirements of the relevant share option plan, the other terms of the specific grant of Stock Options and the discretion of the Remuneration Committee of Signet, the Executive shall be entitled to exercise such Stock Options outstanding at the date of termination. It is understood and agreed that, upon an event constituting a Constructive Termination, the Executive shall cooperate fully with the Company and Signet to effect the orderly transfer of the Executive's duties to another person or persons.

For purposes of this Agreement, a “Constructive Termination” means either (i) the removal of the Executive from the Board of Directors of the Company and the Board of Directors of Signet if the Executive is not reelected to the Board of Directors of the Company or the Board of Directors of Signet within seven days following the date of such removal, (ii) the removal of the Executive as Group Chief Executive of Signet or Chairman of the Company or (iii) the occurrence of any one of the following events upon a “Change of Control”: (a) the termination of the Executive without cause by a third party purchaser of

Signet or the Company, (b) the voluntary resignation by the Executive if the title or duties of the Executive are substantially diminished or changed without the Executive's consent within two years following the Change of Control, (c) the voluntary resignation by the Executive if the location of the Executive's employment is changed more than 50 miles without his consent, or (d) the Executive elects to leave the Company within six (6) months following the date of the Change of Control.

For purposes of this Agreement, a “Change of Control” means the occurrence of any one of the following events: (a) the sale of all or substantially all of the assets or capital stock of Signet or the Company to any unrelated third party; (b) the consummation of any merger or consolidation of Signet or the Company with an unrelated third party (it being understood that a capital reconstruction of Signet approved by the Board of Directors of Signet would not constitute such a transaction); or (c) a change in the Board of Directors of Signet so that during any period of two (2) consecutive years, the individuals who at the beginning of such period constitute the Board of Directors or any individuals who would be "Continuing Directors" (as hereinafter defined) cease for any reason to constitute at Ieast a majority thereof,

For purposes of this Agreement, “Continuing Directors” shall mean the directors of Signet in office on the date hereof and any successor to any such director and any additional director who, after the date hereof (i) was nominated or selected by a majority of the Continuing Directors in office at the time of his nomination or selection and (ii) is not an “affiliate” or “associate” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) at the time of his nomination or selection of, any person who is the beneficial owner, directly or indirectly, of securities representing ten percent (10%) or more of the combined voting power of Signet's outstanding securities then entitled ordinarily to vote for the election of directors.

(f)     LTIP. In connection with any termination of the Executive's employment under any provision of this Agreement, any payments due to the Executive under the LTIP will be governed by the applicable rules of the LTIP.

(g)     No Duty to Mitigate. In connection with any termination pursuant to Sections 4(d) or 4(e) above, the Executive shall not be obligated to seek alternative employment to reduce or offset the amounts payable thereunder and such amounts will not be reduced by an amounts received in connection with any alternative employment obtained by the Executive.

(h)     Termination Pursuant to Section 20. If Signet and/or the Company reduces, pursuant to the provisions of Section 20(a), or eliminates its directors and officers liability insurance that covers the Executive (during his employment by the Company or Signet or during his service as a member of the Board of the Company or the Board of Signet) such that the Executive does not have coverage which meets at least the £100 million aggregate coverage limits and £50 million Side A aggregate dedicated coverage limits as specified in Section 20(a), Executive shall be permitted, upon ninety (90) days' written notice to Signet and the Company, to terminate his employment hereunder. In the event of such termination, the Company shall have no further obligations hereunder, except (1) under Sections 4(f) 9(b), 20 and 21 and (2) to pay the Executive his Base Salary prorated to the effective date of his termination and his Termination Year Short-Term Bonus and to provide any benefits to which the Executive may otherwise have been entitled prorated to the effective date of his termination. In such event, Executive shall continue to have the obligations provided for in Section 6 hereof but shall not have the obligations provided for in Section 7. Any of the Executive's Stock Options outstanding as of the effective date of his

termination shall be treated under the terms of the relevant share option plan, and the Executive's entitlement to payment under the LTIP will be governed by the applicable Rules of the LTIP. For the avoidance of doubt, such termination shall not be considered a Constructive Termination and shall not entitle the Executive to any payments and benefits under any other subsection of this Section 4.

5.   Resignation Upon Termination. Upon the termination of the Executive's employment hereunder for any reason, the Executive agrees that he shall immediately resign from all offices and directorships held by him in Signet, the Company or any of their respective subsidiaries and agrees to execute any and all documents reasonably necessary to effect such resignations as requested by Signet, the Company or any of their respective subsidiaries.

6.   Confidentiality; Ownership of Developments.

(a)     From the date hereof, during the Term of Employment and for any time thereafter, the Executive shall keep secret and retain in strictest confidence and not divulge, disclose, discuss, copy or otherwise use or suffer to be used in any manner, except in connection with the Business of the Company and the businesses of Signet and of any of the subsidiaries or affiliates of Signet or the Company, any Protected Information in any Unauthorized manner or for any Unauthorized purpose (as such terms are hereinafter defined).

                (i)     “Protected Information” means trade secrets, confidential or proprietary information and all other knowledge, know-how, information, documents or materials owned, developed or possessed by Signet, the Company or any of the subsidiaries or affiliates of Signet or the Company, whether in tangible or intangible form, pertaining to the Business of the Company or the businesses of Signet and any of the subsidiaries or affiliates of Signet or the Company, including, but not limited to, research and development operations, systems, data bases, computer programs and software, designs, models, operating procedures, knowledge of the organization, products (including prices, costs, sales or content), processes, techniques, machinery, contracts, financial information or measures, business methods, business plans, details of consultant contracts, new personnel acquisition plans, business acquisition plans, customer lists, business relationships and other information owned, developed or possessed by Signet, the Company or the subsidiaries or affiliates of Signet or the Company, except as required in the course of performing duties hereunder; provided that Protected Information shall not include information that becomes generally known to the public or the trade without violation of this Section 6.

                (ii)     “Unauthorized” means: (A) in contravention of the policies or procedures of Signet, the Company or any of the subsidiaries or affiliates of Signet or the Company; (B) otherwise inconsistent with the measures taken by Signet, the Company or any of the subsidiaries or affiliates of Signet or the Company to protect their interests in any Protected Information; (C) in contravention of any lawful instruction or directive, either written or oral, of an employee of Signet, the Company or any of the subsidiaries or affiliates of Signet or the Company empowered to issue such instruction or directive; or (D) in contravention of any duty existing under law or contract. Notwithstanding anything to the contrary contained in this Section 6, the Executive may disclose any Protected Information to the extent required by count order or decree or by the rules and regulations of a governmental agency or as

otherwise required by law; provided that the Executive shall provide the Company with prompt notice of such required disclosure in advance thereof so that the Company may seek an appropriate protective order in respect of such required disclosure.

(b)     The Executive acknowledges that all developments, including, without limitation, inventions (patentable or otherwise), discoveries, improvements, patents, trade secrets, designs, reports, computer software, flow charts and diagrams, procedures, data, documentation, ideas and writings and applications thereof relating to the Business or planned business of Signet, the Company or any of the subsidiaries or affiliates of Signet or the Company that, alone or jointly with others, the Executive may conceive, create, make, develop, reduce to practice or acquire during the Term of Employment (collectively, the “Developments”) are works made for hire and shall remain the sole and exclusive property of Signet, the Company or any of their subsidiaries or affiliates and the Executive hereby assigns to the Company or Signet, or any of their subsidiaries or affiliates, as applicable, all of his right, title and interest in and to all such Developments. The Executive shall promptly and fully disclose all future material Developments to the Board of Directors of the Company and, at any time upon request and at the expense of the Company, shall execute, acknowledge and deliver to the Company all instruments that the Company shall prepare, give evidence and take all other actions that are necessary or desirable in the reasonable opinion of the Company to enable the Company to file and prosecute applications for and to acquire, maintain and enforce all letters, patent and trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All memoranda, notes, lists, drawings, records, files, computer tapes, programs, software, source and programming narratives and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the Business or planned business of Signet, the Company or any of the subsidiaries or affiliates of Signet or the Company shall be the property of Signet, the Company or such subsidiaries or affiliates and shall be delivered to Signet, the Company or such subsidiaries or affiliates promptly upon the expiration or termination of the Term of Employment.

(c)     The provisions of this Section 6 shall, without any limitation as to time, survive the expiration or termination of the Executive's employment hereunder, irrespective of the reason for any termination.

7.   Covenants Not to Compete. The Executive agrees that, provided the Company has complied with its obligations under this Agreement, during the Term of Employment and for a period of two years (the “Non-Competition Period”) commencing upon the expiration or termination of the Executive's employment hereunder, the Executive shall not, directly or indirectly, without the prior written consent of Signet:

(a)     solicit, entice, persuade or induce any employee, consultant, agent or independent contractor of Signet, the Company or of any of the subsidiaries or affiliates of Signet or the Company to terminate his or her employment or engagement with Signet, the Company or such subsidiary or affiliate, to become employed by any person, firm or corporation other than Signet, the Company or such subsidiary or affiliate or approach any such employee, consultant, agent or independent contractor for any of the foregoing purposes, or authorize or assist in the taking of any such actions by any third party (for purposes of this Section 7(a), the terms “employee,” “consultant,” “agent” and “independent

contractor” shall include any persons with such status at any time during the six months preceding any solicitation in question); or

(b)     directly or indirectly own, manage, control, invest or participate in any way in, consult with or render services for any person or entity (other than Signet, the Company or any of the subsidiaries or affiliates of Signet or the Company) engaged in the retail jewelry business or in any business similar to the businesses presently conducted or contemplated to be conducted by Signet, the Company or any of the subsidiaries or affiliates of Signet or the Company; provided, however, that the restrictions of this Section 7(b) shall not extend to the ownership, management or control of a retail jewelry business by the Executive following the termination of his employment with the Company provided that such activity is no less than sixty (60) miles distant from (1) any retail jewelry store of the Company at the time of such termination of employment or (2) any location as to which the Company is in the process of negotiating a lease and as to which a lease is executed by the Company within six (6) months following such termination; provided that notwithstanding the foregoing, the Executive shall be entitled to own up to 4% of any class of outstanding securities of any company whose common stock is listed on a national securities exchange or included for trading on the NASDAQ Stock Market.

Notwithstanding the foregoing, in the event that the Executive is terminated without Cause or there is a Constructive Termination, the Non-Competition Period shall be the longer of (i) the one-year period commencing upon the expiration or termination of the Executive's employment hereunder or (ii) any period of time following the expiration or termination of the Executive's employment hereunder that the Executive is receiving payments from the Company in accordance with Sections 4(d) or 4(e) of this Agreement; provided that in no event shall the Non-Competition Period be longer than the two-year period commencing upon the expiration or termination of the Executive's employment hereunder; and provided further, that the six month payment delay provision of Section 21, if the Executive is a “specified employee," shall be disregarded for purposes of (ii) above in the computation of the Non-Competition Period.

8.   Specific Performance. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the businesses of Signet and the Company and the subsidiaries and affiliates of Signet and the Company. By reason of this, the Executive consents and agrees that if the Executive violates any of the provisions of Section 6 or 7 hereof, Signet, the Company and the subsidiaries and affiliates of Signet and the Company would sustain irreparable injury and that monetary damages will not provide adequate remedy to any such entity and that the Company shall be entitled to have Section 6 or 7 specifically enforced by any court having equity jurisdiction. Nothing contained herein shall be construed as prohibiting Signet, the Company or any of the subsidiaries or affiliates of Signet or the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Executive.

9.   Deductions and Withholding; No Additional Tax Liability.

(a)     The Executive agrees that the Company, or the subsidiaries or affiliates of the Company, as applicable, shall withhold from any and all compensation paid to and required to be paid to the Executive pursuant to this Agreement, all Federal, state, local and/or other taxes which the Company determines are required to be withheld in accordance with applicable statutes or regulations from time to time in effect and all amounts required to

be deducted in respect of the Executive's coverage under applicable employee benefit plans. For purposes of this Agreement and calculations hereunder, all such deductions and withholdings shall be deemed to have been paid to and received by the Executive.

(b)     It is intended that the Executive will not be liable for additional income tax liability by reason of the Executive's continuing to serve as Group Chief Executive and as Chairman of the Company than the Executive would have been liable for had Executive also continued as Chief Executive Officer of the Company. If Executive does incur any additional income tax liability as a result thereof, the Company will reimburse the Executive for the difference grossed up at the applicable rate of income tax. Any gross-up payment shall be timely made in accordance with the Company's established policies and procedures but in no event later than the Iast day of the year following the year in which the Executive remits the related taxes.

10.   Entire Agreement. This Agreement embodies the entire agreement of the parties with respect to the Executive's employment and supersedes any other prior oral or written agreements, arrangements or understandings between the Executive and the Company, including the Prior Agreement. This Agreement may not be changed or terminated orally but only by an agreement in writing signed by the parties hereto. The Company and the Executive agree that this Agreement supersedes in all respects the Prior Agreement and the Prior Agreement is hereby terminated.

11.   Waiver. The waiver by the Company of a breach of any provision of this Agreement by the Executive shall not operate or be construed as a waiver of any subsequent breach by him. The waiver by the Executive of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any subsequent breach by the Company.

12.   Governing Law; Jurisdiction.

(a)     This Agreement shall be subject to, and governed by, the laws of the State of Ohio applicable to contracts made and to be performed therein.

(b)     Any action to enforce any of the provisions of this Agreement shall be brought in a court of the State of Ohio located in Summit County or in a Federal court located in Cleveland, Ohio. The parties consent to the jurisdiction of such courts and to the service of process in any manner provided by Ohio law, Each party irrevocably waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such court and any claim that such suit, action or proceeding brought in such court has been brought in an inconvenient forum and agrees that service of process in accordance with the foregoing sentences shall be deemed in every respect effective and valid personal service of process upon such party.

(c)     The prevailing party in any action to enforce any of the provisions of this Agreement shall be entitled to reimbursement from the other party for its or his costs and expenses (including attorneys' fees and expenses) incurred in connection with such action.

13.   Assignability. The obligations of the Executive may not be delegated and, except with respect to the designation of beneficiaries in connection with any of the benefits payable to the Executive hereunder, the Executive may not, without the Company's written consent thereto, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose

of this Agreement or any interest herein. Any such attempted delegation or disposition shall be null and void and without effect. The Company and the Executive agree that this Agreement and all of the Company's rights and obligations hereunder may be assigned or transferred by the Company to and shall be assumed by and be binding upon any successor to the Company, The term “successor” means, with respect to the Company or any of its subsidiaries, any corporation or other business entity which, by merger, consolidation, purchase of the assets or otherwise, including after a Change of Control, acquires all or a material part of the assets of the Company.

14.   Severability. If any provision of this Agreement or any part thereof, including, without limitation, Sections 6 and 7, as applied to either party or to any circumstances shall be adjudged by a court of competent jurisdiction to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or remaining part thereof, which shall be given full effect without regard to the invalid or unenforceable part thereof, or the validity or enforceability of this Agreement.

If any court construes any of the provisions of Section 6 or 7, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court may reduce the duration or restrict or redefine the geographic scope of such provision and enforce such provision as so reduced, restricted or redefined.

15. Notices. All notices to the Company or the Executive permitted or required hereunder shall be in writing and shall be delivered personally, by telecopier or by courier service providing for next-day delivery or sent by registered or certified mail, return receipt requested, to the following addresses:

The Company:
	Sterling Jewelers Inc. 375 Ghent Road Akron, Ohio 44313 Fax: (330) 668-5191 Attn: Chief Financial Officer
with a copy to:
	Weil, Gotshal & Manges 767 Fifth Avenue New York, NY 10167 Fax; (212) 310-8007 Attn: Jeffrey Weinberg, Esq.
The Executive:
	Terry Burman 4086 Darwood Dr Akron, Ohio 44333
with a copy to:
	Squire, Sanders & Dempsey L.L.P. 4900 Key Tower, 127 Public Square

	Cleveland, Ohio 44114-1304 Fax: (216) 479-8788 Attn: Carl A. Draucker, Esq.
Signet:
	Signet Group plc 15 Golden Square, London W1F 9JG Fax: 44(207) 734-9376 Attn: Mark A. Jenkins

Either party may change the address to which notices shall be sent by sending written notice of such change of address to the other party. Any such notice shall be deemed given, if delivered personally, upon receipt; if telecopied, when telecopied; if sent by courier service providing for next-day delivery, the next business day following deposit with such courier service; and if sent by certified or registered mail, 3 days after deposit (postage prepaid) with the U.S. mail service.

16.   Physical Examinations. The Executive agrees, upon the request of the Company, to submit to reasonable medical examinations from time to time to the extent requested in order to obtain insurance on the life of the Executive for the benefit of the Company. The Executive hereby represents and warrants to the Company that, to the best of his knowledge, he does not have any preexisting condition that would affect the Company's ability to obtain for him the insurance coverage contemplated by Section 3(f) of this Agreement at the standard rates paid by the Company for insurance of the type indicated.

17. Effective Date. This Agreement shall be effective as of the date first written above.

18. Paragraph Headings, The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.

20.   Indemnification.

(a)     Signet shall, or shall cause the Company to, maintain directors and officers' liability insurance to protect the Executive from claims as long as the Executive continues to be employed by the Company or Signet or a member of the Board of the Company or the Board of Signet. Such insurance shall (i) provide aggregate coverage limits in an amount equal to £100 million or, in the event the premium cost for such coverage exceeds three (3) times the 2006 premium cost for such coverage, such other amount that the Board may determine, acting reasonably and prudently, reflecting prevailing market conditions and reflecting coverage limits of English publicly traded companies that have significant business operations in the United States or a listing on a US stock exchange; (ii) include a Side A coverage with aggregate dedicated coverage limits of £50 million or, in the event the premium cost for such coverage exceeds three (3) times the 2006 premium cost for such coverage, such other amount that the Board may determine, acting reasonably and prudently, reflecting prevailing market conditions and reflecting coverage limits of English

publicly traded companies that have significant business operations in the United States or a listing on a US stock exchange; and (iii) provide the Executive post-employmnent coverage (with aggregate coverage limits in an amount equal to £100 million or such other amount that the Board may determine, acting reasonably and prudently, reflecting prevailing market conditions and reflecting coverage limits of English publicly traded companies that have significant business operations in the United States or a listing on a US stock exchange and having side A coverage with aggregate coverage limits of £50 million or such other amount that the Board may determine, acting reasonably and prudently, reflecting prevailing market conditions and reflecting coverage limits of English publicly traded companies that have significant business operations in the United States or a listing on a US stock exchange) relating to the Executive's service with Signet and the Company, including the purchase of run-off coverage with respect to the term of the Executive's service with Signet and the Company, until all applicable statutes of limitations for claims against the Executive in all jurisdictions have expired.

(b)      Signet shall, or shall cause the Company to, indemnify, and keep indemnified, the Executive (to the full extent permitted by applicable law) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that the Executive is or was a director, officer or employee of Signet or the Company, or, while a director, officer or employee of Signet or the Company, is or was serving at the request of Signet or the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such indemnity shall not be greater than and shall be restricted to the level of indemnification pursuant to the Fourth Amended and Restated Certificate of Incorporation of the Company, as may be amended from time to time, (the “Company Certificate”), as in effect on the date of this Agreement, as may be limited by and amended as set forth in the next two sentences of this clause. Notwithstanding the foregoing, the Executive shall be entitled to the indemnification as set forth under the Company Certificate, the Articles of Association of Signet, and the Deed of Indemnity dated June 10, 2005, by Signet Group plc in favor of the indemnified parties set forth therein, except, in the case of the Company Certificate, as such indemnification may be limited by, and amended to conform to, applicable laws of England and the Rules of the United Kingdom Listing Authority.

21.   Section 409A Compliance. The parties intend that any severance or other compensation under this Agreement (or under any plan or program maintained by Signet or the Company in which the Executive participates, including, without limitation, the Deferred Compensation Plan, LTIP, Short-Term Bonus, and Stock Options) be paid in compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and all regulations, guidance, and other interpretative authority thereunder (“Section 409A”) such that there are no adverse tax consequences, interest, or penalties as a result of the payments. To the extent permitted by law, the parties agree to modify this Agreement to the extent necessary to comply with Section 409A of the Code. Notwithstanding any provision of the Agreement to the contrary, (i) if at the time of the Executive's termination of employment with the Company the Executive is a “specified employee” as defined in Section 409A of the Code and related United States Department of Treasury guidance and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax

under Section 409A of the Code, then any member of the Signet Group shall defer the commencement of any such payments or benefits (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the first business day following expiration of the 6 month period following the Executive's “separation from service” (within the meaning of Section 409A of the Code) with the Company (or the earliest date as is permitted under Section 409A of the Code). For avoidance of doubt, in the event of such a six month delay due to the Executive's status as a “specified employee,” the payment due on the day following expiration of the 6 month period following the Executive's “separation from service” shall contain all payments that otherwise would have been payable to the Executive during the six month delay as well as, to the extent applicable, the next regularly scheduled payment.

(a)      Anything in this Agreement to the contrary notwithstanding and except as set forth in this Section 21, if in connection with any payment or distribution by Signet or the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”), the Executive is subject to, or is notified by the Internal Revenue Service that he is or will be subject to, penalty taxes imposed by Section 409A or if any interest or penalties are incurred by the Executive with respect to such penalty taxes (such penalty taxes together with any such interest and penalties, are hereinafter collectively referred to as the “Section 409A Tax”), then the Executive shall be entitled to receive an additional payment (a “Section 409A Gross-Up Payment”) in an amount such that after payment by the Executive of all Section 409A Tax and all income taxes (and any interest and penalties imposed with respect thereto) imposed upon the Section 409A Gross-Up Payment, the Executive retains an amount of the 409A Gross-Up Payment equal to the Section 409A Tax imposed upon the Payment; provided, however, that the Company and Signet shall only be responsible to make a Section 409A Gross-Up Payment with respect to the Section 409A Tax if the Section 409A Tax relates to or results from (i) the Company's or Signet's failure to operate a “nonqualified deferred compensation plan” (as such term is defined in Section 409A) (a “NQDC”) in compliance with Section 409A on and after January 1, 2005; or (ii) the lack of compliance of any Signet or Company NQDC document or documentation with Section 409A; or (iii) the payment or distribution by Signet or the Company (or by any Signet or Company NQDC) of any NQDC amount if such payment or distribution is not in compliance with Section 409A. For the avoidance of doubt, neither the Company nor Signet shall be responsible to make any Section 409A Gross-Up Payment if, (1) after a timely notice or request by the Company or Signet to the Executive, the Executive refuses or fails to make a timely election to alter the timing of payment or distribution or (2) the Executive in his capacity as Group Chief Executive of the Company, causes the Company to take any action, or causes the Company to fail to take any action, which causes the Executive to be subject to a Section 409A Tax.

(b)      Determinations required to be made under this Section 21 regarding the amount of the Section 409A Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by (i) a certified public accounting firm selected by the Executive and reasonably acceptable by the Company, or (ii) if the parties shall not have agreed upon an accounting firm within five (5) business days of receipt of notice from the Executive, by Ernst & Young (in either case, such firm selected being referred to as the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within thirty (30) business days of the receipt of notice from the Executive that he is subject to a Section 409A Tax, or such earlier time as is reasonably requested by the Company. All fees and expenses of the Accounting Firm shall be borne

solely by the Company. Any Section 409A Gross-Up Payment, as determined pursuant to this Section 21, shall be paid by the Company to the Executive within thirty (30) days of the receipt of the Accounting Firm’s determination, but in no event later than the last day of the year following the year in which the Executive remits the related taxes. Any determination by the Accounting Firm shall be binding upon the Company and the Executive,

***

     IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed as of the date first above written.

	STERLING JEWELERS INC.
	By:
		Name: Walker G. Boyd
		Title: Director
		Date: 29 FEBRUARY 2008
Signet agrees to the covenants and undertakings set forth in this Agreement:
	SIGNET GROUP, plc
	By:
		Name: Sir Malcolm Williamson
		Title: Chairman
		Date: 19 FEBRUARY 2008
	By:
		Name: Mark A. Jenkins
		Title: Group Company Secretary
		Date: 7 MARCH 2008
	TERRY BURMAN
	Date: MARCH 28, 2008

EX-4

Exhibit 4.11