F-3ASR

As filed with the Securities and Exchange Commission on June 25, 2008

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Barclays PLC

(Exact name of registrant as specified in its charter)

England
(State or other jurisdiction of
incorporation or organization) N/A
(Translation of registrant’s
name into English) None
(IRS Employer
Identification Number)

1 Churchill Place

London E14 5HP

United Kingdom

Tel. No.: 011-44-20-7116-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

James Walker

Barclays Bank PLC

200 Park Avenue

New York, New York 10166

United States of America

Tel. No.: 1-212-412-4000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

George H. White

Sullivan & Cromwell LLP

1 New Fetter Lane

London EC4A 1AN

United Kingdom

Tel. No.: 011-44-20-7959-8900

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of the Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount to be	Offering Price	Aggregate Offering	Registration
Securities to be Registered	Registered(1)	per Security(2)	Price(2)	Fee(3)
Ordinary shares nominal value 25p per share	266,000,000	$5.56	$1,478,980,446	$58,124

(1)	A portion of the ordinary shares, nominal value 25p per share, of the registrant may be represented by the registrant’s American Depositary Shares (“ADS”) evidenced by American Depositary Receipts, each of which represents four ordinary shares. ADSs issuable upon deposit of the ordinary shares registered hereby have been registered pursuant to the Registration Statement on Form F-6 (File No. 333-146411) and the Registration Statement on Form F-6 (File No. 333-956562).
(2)	Estimated solely for calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended, based on an exchange rate of £1.00 = $1.9707 (the Federal Reserve Bank of New York’s noon buying rate on June 24, 2008).
(3)	Barclays PLC previously paid a registration fee of $558,993 with respect to securities that were previously registered pursuant to the registrant’s prior registration statement on Form F-4 (File no. 333-143666) (the “Form F-4 Registration Statement”), filed on June 12, 2007. Barclays (Netherlands) N.V. previously paid a registration fee of $512,548 with respect to securities that were previously registered pursuant to Amendment No. 4 to the Form F-4 Registration Statement, filed on August 3, 2007. Of the combined registration fee of $1,071,541 paid by Barclays PLC and Barclays (Netherlands) N.V., $958,553.50 has not been used. In accordance with Rule 457(p), the unused amount of registration fee paid with respect to the Form F-4 Registration Statement will be applied to pay the registration fee payable with respect to the securities registered under this registration statement.

Barclays PLC

Open Offer of up to 266,000,000 New Ordinary Shares, in the form of New Ordinary Shares
or New American Depositary Shares
282 pence per New Ordinary Share
$22.23 per New American Depositary Share (Estimated)

We, Barclays PLC, a public limited company organized under the laws of England (“Barclays”), are hereby offering to holders of Barclays ordinary shares, nominal value 25p (“ordinary shares”), the ability to subscribe for new ordinary shares (“new ordinary shares”) and, through The Bank of New York, our depositary and subscription agent, to holders of Barclays American Depositary Shares (“ADSs”) the ability to subscribe for new ADSs (“new ADSs”), representing new ordinary shares, pursuant to an open offer (the “open offer”).

1,407,426,864 new ordinary shares are to be issued globally pursuant to the open offer, including up to 266,000,000 new ordinary shares in the form of ordinary shares or ADSs being offered, sold or issued in the United States. Separate offering documentation is being made available to holders of existing ordinary shares located in the United Kingdom and other qualifying jurisdictions outside the United States.

Open offer for ordinary shares.  Holders of ordinary shares held of record at the close of business, London time, on June 24, 2008 are being given the opportunity to subscribe for 3 new ordinary shares for every 14 outstanding ordinary shares that they hold at a subscription price of 282 pence per new ordinary share up to a maximum of their pro rata entitlement. Subscriptions will only be accepted for whole new ordinary shares, and any fractional entitlement under the open offer will be rounded down to the nearest whole number of new ordinary shares.

The subscription price of 282 pence per new ordinary share under the open offer represents a discount of 9.3% to the June 24, 2008 closing price of 310.75 pence per ordinary share on the London Stock Exchange. The new ordinary shares, when issued and fully paid, will be fully fungible and rank pari passu with each other and all other issued ordinary shares of Barclays.

Completed ordinary share subscription forms and payment should be returned so as to be received by Equiniti Limited, the ordinary share registrar of Barclays, by no later than 11:00 a.m., London time, on July 17, 2008. See “Description of the Offering—Subscription by Holders of Ordinary Shares”.

Open offer for ADSs.  Holders of ADSs held of record at 5:00 p.m., New York City time, on July 2, 2008 are being given the opportunity to subscribe for 3 new ADSs for every 14 outstanding ADSs that they hold at an estimated subscription price of $22.23 per new ADS up to a maximum of their pro rata entitlement. To subscribe for new ADSs, a holder of existing ADSs must deposit with The Bank of New York, the ADS subscription agent, $24.45 per new ADS so subscribed, which represents 110% of the estimated ADS subscription price, to account for possible exchange rate fluctuations, foreign currency conversion expenses, the depositary’s issuance fee of $0.02 per new ADS and the applicable 1.5% U.K. stamp duty reserve tax (“SDRT”). As each ADS represents four ordinary shares, the estimated subscription price per ADS is four times the U.S. dollar equivalent of the ordinary share subscription price using an exchange rate of $1.9707 per pound sterling (the Federal Reserve Bank of New York’s noon buying rate of June 24, 2008). The actual U.S. dollar subscription price per ADS will be four times the ordinary share subscription price of 282 pence per new ordinary share translated into U.S. dollars on or about July 15, 2008. If the actual U.S. dollar subscription price plus foreign currency conversion expenses, the issuance fee and the SDRT is less than the deposit amount, the ADS subscription agent will refund the excess amount to the subscribing ADS holder. Subscriptions will only be accepted for whole new ADSs, and any fractional entitlement under the open offer will be rounded down to the nearest whole number of new ADSs. If there is a deficiency, the ADS subscription agent will not deliver the new ADSs to such subscribing ADS holder until it has received payment of the deficiency. The ADS subscription agent may sell a portion of your new ADSs to cover the deficiency if not paid within 14 calendar days from notice of the deficiency.

The estimated subscription price of $22.23 per new ADS represents a discount of 10.0% to the June 24, 2008 closing price of $24.70 per ADS on the New York Stock Exchange. The new ADSs will be fully fungible and rank pari passu with each other and all other issued ADSs.

Completed ADS subscription forms and payment should be returned so as to be received by The Bank of New York, the ADS subscription agent, by no later than 11:00 a.m., New York City time, on July 14, 2008. See “Description of the Offering — Subscription by Holders of ADSs”.

Firm placing and conditional placing outside the United States.  In conjunction with the open offer, we are also conducting a firm placing of 168,918,918 new ordinary shares of Barclays to an investor outside the United States at a price of 296 pence per ordinary share (the “firm placing”). In addition, certain investors outside the United States have severally committed to purchase the ordinary shares that are not subscribed for in the open offer (the “conditional placing”) at the open offer price of 282 pence per share against commissions specified herein. See “Plan of Distribution”.

The open offer is not a rights offering. No rights will be issued in connection with the offering, and your entitlement to subscribe for new ordinary shares or new ADSs is not transferable or tradeable, except for bona fide market claims in respect of new ordinary shares. If you do not exercise your entitlement to subscribe for new ordinary shares by July 17, 2008 or for new ADSs by July 14, 2008, as applicable, your entitlement will expire and you will not receive any benefit from the sale of new ordinary shares or new ADSs which were not subscribed for. Entitlements for new ordinary shares not subscribed for will not be sold in the market, but will be issued to certain investors who have agreed to subscribe for new ordinary shares pursuant to the conditional placing. The open offer is conditional on admission of the new ordinary shares to the official list of the United Kingdom Listing Authority and to trading on the London Stock Exchange.

Outstanding ordinary shares are listed on the London Stock Exchange under the symbol “BARC” and on the Tokyo Stock Exchange under the symbol “BARC” (although Barclays has given notice to delist its shares from the Tokyo Stock Exchange, which is expected to become effective on or around June 28, 2008). Outstanding ADSs are listed on the New York Stock Exchange under the symbol “BCS”.

We will apply to have the new ordinary shares admitted to listing on the official list of the U.K. Listing Authority and to trading on the London Stock Exchange and the new ADSs listed on the New York Stock Exchange. We expect the listings to become effective on July 22, 2008. The first trading day for the new ordinary shares is scheduled to be on July 22, 2008.

The gross proceeds from the firm placing and the placing and open offer, if conducted as planned, will be approximately £4.5 billion. We expect that our expenses in connection with the firm placing and the placing and open offer, if conducted as planned, will be approximately 0.1 billion (inclusive of VAT) and that, as a result, the net proceeds to us will be approximately £4.4 billion. See “Plan of Distribution”.

An investment in the new ordinary shares and the new ADSs entails risks. See “Risk Factors” beginning on page 16.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The ordinary shares are not deposit liabilities of Barclays PLC or Barclays Bank PLC and will not be insured by the United States Federal Deposit Insurance Corporation or any other governmental agency of the United States, the United Kingdom or any other jurisdiction.

Prospectus dated June 25, 2008

TABLE OF CONTENTS

Forward-looking Statements	3
Incorporation of Documents By Reference	3
About This Prospectus	4
Summary	5
Risk Factors	16
Presentation of Financial Information and Exchange Rates	23
Capitalization of Barclays	24
Unaudited Pro Forma Financial Information	26
Reasons for the Offering; Use of Proceeds	28
Description of Ordinary Shares	30
Description of American Depositary Shares	35
Price History of Ordinary Shares and American Depositary Shares	40
Description of the Offering	41
Tax Considerations	55
Benefit Plan Investor Considerations	60
Plan of Distribution	62
Trading in Ordinary Shares by Barclays and its Affiliates	67
Service of Process and Enforcement of Liabilities	68
Where You Can Find More Information	69
Further Information	70
Validity of Securities	70
Experts	70
Expenses of the Offering	70

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FORWARD-LOOKING STATEMENTS

This prospectus and certain documents incorporated by reference herein contain forward-looking statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and Section 27A of the U.S. Securities Act of 1933, as amended, with respect to certain of our plans and our current goals and expectations relating to our future financial condition and performance. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as “aim”, “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, or other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding the Group’s future financial position, income growth, impairment charges, business strategy, projected levels of growth in the banking and financial markets, projected costs, estimates of capital expenditures, and plans and objectives for future operations.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, U.K. domestic and global economic and business conditions, the effects of continued volatility in credit markets and of further write-downs and credit exposures, market related risks such as changes in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities including classification of financial instruments for regulatory capital purposes, changes in legislation, the further development of standards and interpretations under IFRS applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation, the success of future acquisitions and other strategic transactions and the impact of competition — a number of which factors are beyond the Group’s control. As a result, the Group’s actual future results may differ materially from the plans, goals, and expectations set forth in the Group’s forward-looking statements. Additional risks and factors are identified in our filings with the U.S. Securities and Exchange Commission (the “SEC”) including in our Annual Report on Form 20-F for the fiscal year ended December 31, 2007 (the “2007 Form 20-F”), which is available on the SEC’s website at http://www.sec.gov. Any forward-looking statements made by or on our behalf speak only as of the date they are made. We do not undertake to update forward-looking statements to reflect any changes in expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any additional disclosures that we have made or may make in documents we have filed or may file with the SEC.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with them, which means we can disclose important information to you by referring you to those documents. The most recent information that we file with the SEC automatically updates and supersedes earlier information.

We have filed with the SEC a registration statement on Form F-3 relating to the securities covered by this prospectus. This prospectus is a part of the registration statement and does not contain all the information in the registration statement. Whenever a reference is made in this prospectus to a contract or other document of the company, the reference is only a summary and you should refer to the exhibits that are a part of the registration statement for a copy of the contract or other document. You may review a copy of the registration statement at the SEC’s public reference room in Washington, D.C., as well as through the SEC’s internet site, as discussed below.

We filed our 2007 Form 20-F with the SEC on March 26, 2008. We are incorporating the 2007 Form 20-F by reference into this prospectus. We are further incorporating by reference our Current Reports on Form 6-K filed with the SEC on May 15, 2008, June 16, 2008 and June 25, 2008.

In addition, we will incorporate by reference into this prospectus all documents that we file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and, to the extent, if any, we designate therein, reports on Form 6-K we furnish to the SEC after the date of this prospectus and prior to the termination or expiry of any offering contemplated in this prospectus.

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We will provide to you, upon your written or oral request, without charge, a copy of any or all of the documents we referred to above which we have incorporated in this prospectus by reference. You should direct your requests to Mellon Investor Services LLC in writing to 480 Washington Blvd, Jersey City, New Jersey 07310, or by calling toll-free from the United States or Canada at 1-877-282-6527 or calling collect from outside the United States or Canada at 1-201-680-6579.

You may read and copy any document that we file with or furnish to the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

ABOUT THIS PROSPECTUS

In this prospectus, references to “Barclays” and the “Company” refer to Barclays PLC. References to “we”, “our” and “us” refer to Barclays PLC or, if the context so requires, also to Barclays PLC and its consolidated subsidiaries. References to the “Group” or the “Barclays Group” refer to Barclays PLC and its consolidated subsidiaries. References to “Barclays Bank” refer to Barclays Bank PLC.

References to “Challenger” refer to Challenger Universal Limited, a company representing the beneficial interests of His Excellency Sheikh Hamad Bin Jassim Bin Jabr Al-Thani, the Chairman of Qatar Holding, and his family; “China Development Bank” refers to China Development Bank; “Qatar Investment Authority” refers to Qatar Investment Authority and “Qatar Holding” refers to Qatar Holding LLC, a wholly-owned subsidiary of Qatar Investment Authority; “Sumitomo Mitsui Banking Corporation” or “SMBC” refers to Sumitomo Mitsui Banking Corporation, a wholly-owned subsidiary of Sumitomo Mitsui Financial Group, Inc.; and “Temasek” refers to Temasek Holdings (Private) Limited.

We publish our consolidated financial statements in U.K. pounds sterling. References to “pounds”, “sterling”, “£”, “pence” and “p” are to the currency of the United Kingdom. Some of the financial data in this prospectus is also presented in U.S. dollars. References to “U.S. dollars”, “dollars” or “$” are to the currency of the United States.

In this prospectus, the conditional placing and the open offer are referred to together as “the placing and open offer”, and the firm placing, conditional placing and open offer are referred collectively to as “the firm placing and the placing and open offer.”

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SUMMARY

The following summary does not contain all the information that may be important to you. You should read the entire prospectus and the documents incorporated by reference into this prospectus before making an investment decision. You should pay special attention to the “Risk Factors” section of this prospectus to determine whether an investment in the new ordinary shares or new ADSs is appropriate for you.

Overview

Barclays PLC is a public limited company registered in England under company number 48839. The company, originally named Barclay & Co. Limited, was incorporated in England on July 20, 1896 under the Companies Acts 1862 to 1890 as a company limited by shares. The company name was changed to Barclays Bank Limited on February 17, 1917, and it was reregistered in 1982 as a public limited company under the Companies Acts 1948 to 1980. On January 1, 1985, the company changed its name to Barclays PLC. Barclays is listed on the New York Stock Exchange, London Stock Exchange and Tokyo Stock Exchange. Barclays principal executive offices are at 1 Churchill Place, London E14 5HP, United Kingdom and its telephone number is +44 20 7116 1000.

Barclays is a major global financial services provider engaged in retail and commercial banking, credit cards, investment banking, wealth management and investment management. Operating in over 50 countries and employing approximately 143,000 people, Barclays moves, lends, invests and protects money for over 38 million customers and clients worldwide.

Based on the closing price of ADSs on the New York Stock Exchange on June 24, 2008, Barclays market capitalization was $40,557,350,798. As of June 25, 2008, there were 6,567,992,032 ordinary shares issued and outstanding, and, as of June 12, 2008, there were outstanding options to purchase 88,769,407 ordinary shares that would result in the issuance of new shares. At December 31, 2007, Barclays had total assets of £1,227,361 million ($2,435,432 million) and deposits from banks and customer accounts of £385,533 million¹ ($765,013 million), converted for convenience using the rate of 1.9843 U.S. dollars per pound, the rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York (the “Federal Reserve Bank of New York’s noon buying rate”) on December 31, 2007.

Background to and Reasons for the Offering

Barclays believes that in the current market environment, it would be in the interests of its shareholders and ADS holders to strengthen the capital resources of Barclays through a firm placing and placing and open offer. The raising of capital will:

•  enable Barclays to strengthen its capital base and operate capital ratios that are ahead of its targets;

•  provide additional financial resources to allow Barclays to capture opportunities for growth;

•  introduce new investors Qatar Investment Authority, Challenger (a company representing the beneficial interests of His Excellency Sheikh Hamad Bin Jassim Bin Jabr Al-Thani, the Chairman of Qatar Holding, and his family) and Sumitomo Mitsui Banking Corporation (“SMBC”) to Barclays share register and further Barclays existing relationships with a number of our largest shareholders, including China Development Bank and Temasek; and

•  provide the opportunity for existing shareholders and ADS holders to participate through the open offer.

Current market turbulence has affected bank balance sheets and capital strength. The disruption in the credit markets and greater uncertainty in the broader economy have affected financial market participants, including Barclays. As of December 31, 2007, Barclays tier one capital ratio was 7.6% and its equity tier one ratio was 5.1% (on a Basel II basis) against long-term target levels of 7.25% and 5.25%, respectively. We

¹ Excludes items in course of collection due to other banks.

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estimate that, taking into account the proceeds of the firm placing and the placing and open offer, on a pro forma basis, Barclays would have reported a tier one ratio of 8.8% and an equity tier one ratio of 6.3% on December 31, 2007 (on a Basel II basis). We intend that, following the firm placing and the placing and open offer, we will run ratios ahead of long-term target levels, particularly while current market turbulence persists.

In addition to strengthening the capital base of Barclays, the firm placing and the placing and open offer will also enable Barclays to take advantage of current market circumstances which have created for Barclays an unusual competitive opportunity. That is partly because of the pricing adjustments that have taken place in many asset classes; and partly because of the reduced willingness or ability of certain hitherto strong market participants to compete aggressively. Significant opportunities therefore exist to attract flows of new business at expanded margins consistent with Barclays strategy to seek higher growth over time by diversifying its profits base. Barclays financial performance of 2007 and 2008 has benefited from this diversification. Across the Group, this growth has been underpinned by robust risk and control procedures, and a culture which focuses on risk adjusted returns.

We intend to pursue the following initiatives: in Global Retail and Commercial Banking (“GRCB”), deepening Barclays presence in existing markets in Asia, the Middle East, Africa and Europe and accelerating growth in new markets such as Russia and Pakistan; and in Investment Banking and Investment Management (“IBIM”), driving continued growth in asset classes such as commodities, equities and iShares; pursuing the build-out of IBIM’s risk management and financing businesses, particularly in the United States and Asia; and continuing to build the wealth management platform.

SMBC has agreed to subscribe for ordinary shares pursuant to the firm placing and Qatar Investment Authority, Challenger, China Development Bank and Temasek and certain other placees named herein in “Plan of Distribution — Subscription Agreements” have agreed to subscribe for new ordinary shares (other than in relation to new ordinary shares for which China Development Bank is entitled to subscribe under the open offer, which China Development Bank has undertaken to take up in full) to the extent that they are not subscribed for by qualifying shareholders pursuant to the open offer. We believe that this is an important endorsement of Barclays long-term strategy and vision, and underscores the confidence of these institutions in Barclays and in its management team. We are also pleased to have entered into an agreement for the provision of advisory services by Qatar Investment Authority to Barclays in the Middle East and to have agreed to explore opportunities for a co-operative business relationship with SMBC. We welcome the support of Qatar Investment Authority, Challenger, SMBC, China Development Bank and Temasek as important investors while ensuring that the open offer structure allows existing shareholders and ADS holders to participate in the issue of the new ordinary shares and new ADSs, as applicable, on a pre-emptive basis.

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Summary Consolidated Financial Information

Except as otherwise indicated, the following summary historical financial information for the Barclays Group is based on, and should be read together with, the consolidated financial information of Barclays as set forth in the audited consolidated financial statements of Barclays for the fiscal year ended December 31, 2007, including comparative figures for the fiscal years ended December 31, 2006 and 2005, which are incorporated by reference in this prospectus.

The consolidated financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The audited consolidated financial statements of Barclays for the fiscal years ended December 31, 2007, 2006 and 2005 were audited by PricewaterhouseCoopers LLP and issued in each case with the unqualified auditor’s report incorporated by reference in this prospectus.

The summary consolidated financial information reproduced below is intended only as an introduction. Investors should base their investment decisions on a review of the prospectus as a whole, including on a review of documents incorporated by reference into this prospectus.

Consolidated Income Statement Summary
for the Years Ended December 31,	2007			2006			2005			2004
	£m			£m			£m			£m(1)
Net interest income		9,610			9,143			8,075			6,833
Net fee and commission income		7,708			7,177			5,705			4,847
Principal transactions		4,975			4,576			3,179			2,514
Net premiums from insurance contracts		1,011			1,060			872			1,042
Other income		188			214			147			131
Total income		23,492			22,170			17,978			15,367
Net claims and benefits incurred on insurance contracts		(492	)		(575	)		(645	)		(1,259	)
Total income net of insurance claims		23,000			21,595			17,333			14,108
Impairment charges and other credit provisions		(2,795	)		(2,154	)		(1,571	)		(1,093	)
Net income		20,205			19,441			15,762			13,015
Operating expenses		(13,199	)		(12,674	)		(10,527	)		(8,536	)
Share of post-tax results of associates and joints ventures		42			46			45			56
Profit before business disposals		7,048			6,813			5,280			4,535
Profit on disposal of subsidiaries, associates and joint ventures		28			323			—			45
Profit before tax		7,076			7,136			5,280			4,580
Tax		(1,981	)		(1,941	)		(1,439	)		(1,279	)
Profit after tax		5,095			5,195			3,841			3,301
Profit attributable to minority interests		678			624			394			47
Profit attributable to equity holders of the parent		4,417			4,571			3,447			3,254
		5,095			5,195			3,841			3,301
Selected financial statistics
Basic earnings per share		68.9p			71.9p			54.4p			51.0p
Diluted earnings per share		66.7p			69.8p			52.6p			49.8p
Dividends per ordinary share		34.0p			31.0p			26.6p			24.0p
Dividend payout ratio		49.3	%		43.1	%		48.9	%		47.1	%
Profit attributable to the equity holders of the parent as a percentage of:
average shareholders’ equity		20.3	%		24.7	%		21.1	%		21.7	%
average total assets		0.3	%		0.4	%		0.4	%		0.5	%
Selected statistical measures
Cost: income ratio(2)		57	%		59	%		61	%		61	%
Average United States dollar exchange rate used in preparing the accounts		2.00			1.84			1.82			1.83
Average Euro exchange rate used in preparing the consolidated financial statements		1.46			1.47			1.46			1.47

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Consolidated Balance Sheet Summary
at December 31,	2007			2006			2005			2004
	£m			£m			£m			£m(1)
Assets
Cash and other short-term funds		7,637			9,753			5,807			3,525
Treasury bills and other eligible bills		n/a			n/a			n/a			6,658
Trading portfolio and financial assets designated at fair value		341,171			292,464			251,820			n/a
Derivative financial instruments		248,088			138,353			136,823			n/a
Debt securities and equity shares		n/a			n/a			n/a			141,710
Loans and advances to banks		40,120			30,926			31,105			80,632
Loans and advances to customers		345,398			282,300			268,896			262,409
Available for sale financial investments		43,072			51,703			53,497			n/a
Reverse repurchase agreements and cash collateral on securities borrowed		183,075			174,090			160,398			n/a
Other assets		18,800			17,198			16,011			43,247
Total Assets		1,227,361			996,787			924,357			538,181
Liabilities
Deposits and items in the course of collection due to banks		92,338			81,783			77,468			112,229
Customer accounts		294,987			256,754			238,684			217,492
Trading portfolio and financial liabilities designated at fair value		139,891			125,861			104,949			n/a
Liabilities to customers under investment contracts		92,639			84,637			85,201			n/a
Derivative financial instruments		248,288			140,697			137,971			n/a
Debt securities in issue		120,228			111,137			103,328			83,842
Repurchase agreements and cash collateral on securities lent		169,429			136,956			121,178			n/a
Insurance contract liabilities, including unit-linked liabilities		3,903			3,878			3,767			8,377
Subordinated liabilities		18,150			13,786			12,463			12,277
Other liabilities		15,032			13,908			14,918			87,200
Total liabilities		1,194,885			969,397			899,927			521,417
Shareholders’ equity
Shareholders’ equity excluding minority interests		23,291			19,799			17,426			15,870
Minority interests		9,185			7,591			7,004			894
Total shareholders’ equity		32,476			27,390			24,430			16,764
Total liabilities and shareholders’ equity		1,227,361			996,787			924,357			538,181
Risk weighted assets and capital ratios(2)
Risk weighted assets		353,476			297,833			269,148
Tier one ratio		7.8	%		7.7	%		7.0	%
Risk asset ratio		12.1	%		11.7	%		11.3	%
Selected financial statistics
Net asset value per ordinary share		353p			303p			269p			246p
Year-end United States dollar exchange rate used in preparing the accounts		2.00			1.96			1.72			1.92
Year-end Euro exchange rate used in preparing the consolidated financial statements		1.36			1.49			1.46			1.41

(1)	Does not reflect the application of IAS 32, IAS 39 and IFRS 4, which became effective from January 1, 2005.
(2)	Risk weighted assets and capital ratios are calculated on a Basel 1 basis. Capital ratios for 2004 based on IFRS are not available. As of January 1, 2005 the tier one ratio was 7.1% and the risk asset ratio was 11.8% reflecting the impact of IFRS including the adoption of IAS 31, IAS 39 and IFRS 4.

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Current Trading and Prospects

On May 15, 2008, Barclays released its unaudited interim management statement. Group profit before tax in January and February 2008 was broadly in line with the monthly run rate for 2007. Following tougher capital markets trading conditions in March 2008, Group profit for the first quarter was below that of the very strong prior year period. The profits of GRCB and IBIM excluding Barclays Capital for the month of April 2008 exceeded those of the prior year period. Barclays Capital remained profitable for the year to April 30, 2008 after reversing in April £0.5 billion gains on the fair valuation of issued notes arising from the narrowing of own credit spreads.

As announced on June 16, 2008, Group profit before tax in May 2008 was well ahead of the monthly run rate for 2007. Relative to May 2007, GRCB continued to deliver strong growth in profits and in IBIM profits were in line.

The table below shows the size of Barclays Capital credit market exposure as of March 31, 2008, which resulted in net losses of £1,006 million in the first quarter of 2008, due to continuing dislocation in the credit markets. The net losses, which included £598 million in impairment charges, comprised: £495 million against ABS CDO Super Senior exposures; and £1,214 million against other credit market exposures; partially offset by gains of £703 million from the general widening of credit spreads on our issued notes held at fair value.

Credit market exposures in this paragraph are stated relative to comparatives as of December 31, 2007.

	Net Exposures
	March 31,			December 31,
	2008			2007
	£m			£m
ABS CDO Super Senior
High Grade		3,446			4,869
Mezzanine		622			1,149
Exposure before hedging		4,068			6,018
Hedges		(84	)		(1,347	)
Net ABS CDO Super Senior		3,984			4,671
Other U.S. sub-prime
Whole loans		2,848			3,205
Other direct and indirect exposures		1,389			1,832
Other U.S. sub-prime		4,237			5,037
Alt-A		4,475			4,916
Monoline insurers		2,784			1,335
Commercial mortgages		12,619			12,399
SIV-lite liquidity facilities		153			152
Structured investment vehicles		412			590
Leveraged Finance		7,345			7,368

For more information on our credit market exposures as of March 31, 2008, please refer to our Current Report on Form 6-K filed with the SEC on May 15, 2008, and for more information on the accounting treatment of our credit market exposures, please refer to our Current Report on Form 6-K filed with the SEC on June 25, 2008. Both of these Form 6-Ks are incorporated by reference into this prospectus.

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Summary of the Offering

Offer Statistics

Under the open offer, our shareholders are entitled to subscribe for new ordinary shares, and our ADS holders are entitled to subscribe for new ADSs.

The subscription price per new ordinary share under the open offer is 282 pence, which is equivalent to $5.56, using an exchange rate of $1.9707 per pound sterling (the Federal Reserve Bank of New York’s noon buying rate on June 24, 2008).

The estimated new ADS subscription price is $22.23 per ADS. As each ADS represents four ordinary shares, the estimated subscription price per ADS is four times the U.S. dollar equivalent of the share subscription price, using an exchange rate of $1.9707 per pound sterling (the Federal Reserve Bank of New York’s noon buying rate on June 24, 2008). The actual subscription price per new ADS will be four times the subscription price of 282 pence per new ordinary share translated into U.S. dollars on or about July 15, 2008. A subscriber of new ADSs in the open offer must deposit with The Bank of New York, the ADS subscription agent, $24.45 per new ADS subscribed, which represents 110% of the estimated ADS subscription price, upon the subscription of each new ADS. See “A. Open Offer to Holders of ADSs”.

We expect to issue 168,918,918 new ordinary shares in the firm placing and 1,407,426,864 new ordinary shares in the placing and open offer, in the form of ordinary shares or ordinary shares represented by ADSs.

We expect to have 8,144,337,814 ordinary shares, in the form of ordinary shares or ordinary shares represented by ADSs, issued and outstanding after completion of the firm placing and the placing and open offer. This is an expected increase of approximately 19.4% based on the number of our ordinary shares currently outstanding.

We expect the firm placing and the placing and open offer will result in an increase in our cash and other short-term funds of £4.4 billion with a corresponding £4.4 billion increase in net assets. See “Unaudited Pro Forma Financial Information”.

We estimate that the net proceeds to us from the firm placing and the placing and open offer after expenses will be £4.4 billion.

We estimate that expenses (inclusive of value added tax, “VAT”) of the firm placing and the placing and open offer will be £0.1 billion.

I.   The Open Offer

A. Open Offer to Holders of ADSs

ADS Open Offer	You are entitled to subscribe for up to 3 new ADSs for every 14 outstanding ADSs you own. We have arranged for The Bank of New York to send you or to your financial intermediary through which you hold your ADSs an ADS subscription form showing the number of new ADSs for which you are entitled to subscribe.
ADS Depositary and Subscription Agent	The Bank of New York.
ADS Record Date	5:00 p.m., New York City time, on July 2, 2008.
Subscription Period	From 9:00 a.m., New York City time, on July 3, 2008 through 11:00 a.m., New York City time, on July 14, 2008.
New ADS Subscription Price	The estimated ADS subscription price is $22.23 per new ADS subscribed. As each ADS represents four ordinary shares, the estimated subscription price per ADS is four times the U.S. dollar

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	equivalent of the share subscription price, using an exchange rate of $1.9707 per pound sterling (the Federal Reserve Bank of New York’s noon buying rate on June 24, 2008). The actual ADS subscription price per new ADS will be four times the ordinary share subscription price of 282 pence translated into U.S. dollars on or about July 14, 2008.
	To subscribe for new ADSs, a holder of existing ADSs must deposit with The Bank of New York, the ADS subscription agent, $24.45 per new ADS so subscribed, which represents 110% of the estimated new ADS subscription price, upon the subscription of each new ADS. This additional amount over and above the estimated ADS subscription price is to increase the likelihood that the ADS subscription agent will have sufficient funds to pay the actual ADS subscription price in light of a possible appreciation of the pound against the U.S. dollar between the date hereof and the end of the ADS subscription period and to pay currency conversion expenses, the depositary’s issuance fee of $0.02 per new ADS and to meet the cost of the 1.5% U.K. stamp duty reserve tax (“SDRT”) payable by the depositary in connection with the issue of the ADSs.
	If the actual U.S. dollar subscription price plus the currency conversion expenses, issuance fee and the SDRT is less than the deposit amount, the ADS subscription agent will refund such excess U.S. dollar deposit price to the subscribing ADS holder without interest. If there is a deficiency, the ADS subscription agent will not deliver the new ADSs to such subscribing ADS holder until it has received payment of the deficiency. The ADS subscription agent may sell a portion of your new ADSs to cover the deficiency if not paid within 14 calendar days from notice of the deficiency.
Method of Subscription	If you are a broker or a bank holding your ADSs through The Depository Trust Company (“DTC”), you may subscribe for the new ADSs through the DTC system and instructing DTC to charge your applicable account for payment of the ADS deposit amount to the ADS subscription agent. You must send DTC instructions so as to allow DTC sufficient time to transmit the subscription instructions and payment before the end of the subscription period.
	If you are the beneficial owner of ADSs and are not a DTC participant or registered holder, you should promptly contact the financial intermediary through which you hold your ADSs to arrange for subscription and payment for the new ADSs.
	If you are a holder of ADSs registered directly with the depositary, you can subscribe for the new ADSs by delivering to the ADS subscription agent a properly completed subscription form and paying in full the ADS deposit amount for the new ADSs.
ADS Delivery	The new ADSs are expected to be delivered to each ADS subscriber (by credit to its book-entry account at the financial intermediary through which it holds the ADSs or in the form of an ADS certificate by first class mail if it is a holder registered directly with

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	the depositary) as soon as practicable after the delivery of the underlying new ordinary shares to the depositary’s custodian by book-entry credit in CREST, expected to be on or around July 22, 2008.
ADS Ranking	The new ADSs will be fully fungible and rank pari passu with the existing ADSs. As such, they will be entitled to any distributions declared after the delivery date, including any dividends, if declared, for the six months ending on June 30, 2008. If you have elected to receive dividends by way of ordinary shares under The Bank of New York’s Global Buy Direct Program in respect of Barclays, this election will continue unless a new election is made to receive a cash dividend. Such new election must be made by September 10, 2008 to be effective for the interim dividend that is intended to be paid on October 1, 2008.
Listing	ADSs are listed on the NYSE under the symbol “BCS”. We will apply to list the new ADSs on the New York Stock Exchange. We expect the listing to become effective on or about July 22, 2008.
U.S. Information Agent	Mellon Investor Services LLC, 480 Washington Blvd., Jersey City, New Jersey 07310.
Toll-free U.S. Helpline Number	1-877-282-6527.
Collect Outside U.S. Helpline Number	1-201-680-6579.

B. Open Offer to Holders of Ordinary Shares

Share Open Offer	You are entitled to subscribe for up to 3 new ordinary shares for every 14 outstanding ordinary shares you own. We have arranged for you or the financial intermediary through which you hold your ordinary shares to be notified regarding the number of new ordinary shares for which you are entitled to subscribe.
Share Record Date	Close of business, London time, on June 24, 2008.
Subscription Period	From 8:00 a.m., London time, on June 26, 2008 through 11:00 a.m., London time, on July 17, 2008.
New Ordinary Share Subscription Price	282 pence per ordinary share, payable in pounds sterling (equivalent to $5.56 on June 24, 2008).
Ordinary Share Registrar	Equiniti Limited.
Recommended latest time for requesting withdrawal of entitlements to subscribe in the open offer from CREST	4:30 p.m., London time, on July 10, 2008.
Latest time and date for depositing entitlements to subscribe in the open offer into CREST	3:00 p.m., London time, on July 14, 2008.
Latest time and date for splitting subscription forms (to satisfy bona fide market claims only)	3:00 p.m., London time, on July 15, 2008.

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Latest time and date for receipt of completed subscription forms and payment in full under the open offer and settlement of relevant CREST instruction (as appropriate)	11:00 a.m., London time, on July 17, 2008.
Ordinary Share Delivery	If you hold your ordinary shares in certificated form, you will be provided with new ordinary shares as soon as practicable after July 25, 2008.
Ordinary Share Ranking	When issued and fully paid, the new ordinary shares will be fully fungible and rank pari passu with the existing ordinary shares. As such, they will be entitled to any distributions declared after the delivery date, including any dividends, if declared, for the six months ending on June 30, 2008. If you have elected to receive dividends by way of ordinary shares under the Barclays dividend reinvestment plan, this election will continue unless a new election is made to receive a cash dividend. Such new election must be made by September 10, 2008 to be effective for the interim dividend that is intended to be paid on October 1, 2008.
Share Plans and Sharestore	U.S. participants under our Barclays Group Share Incentive Plan (“Sharepurchase”) and Barclays PLC Executive Share Award Scheme (“ESAS/EPP”) may participate in the open offer under certain conditions. U.S. participants holding ordinary shares through the Barclays-sponsored nominee, Sharestore, may also participate in the open offer under certain conditions. See “Description of the Offering — Section C. Share Plans and Sharestore.”
Listing	Ordinary shares are traded on the London Stock Exchange under the symbol “BARC”. We will apply for admission of the new ordinary shares to the official list of the U.K. Listing Authority and to trading on the London Stock Exchange. We expect the admission to become effective on July 22, 2008. The first trading day is scheduled to be on July 22, 2008 at 8:00 a.m., London time.
U.S. Information Agent	Mellon Investor Services LLC, 480 Washington Blvd., Jersey City, New Jersey 07310.
Toll-free U.S. Helpline Number	1-877-282-6527.
Collect Outside U.S. Helpline Number	1-201-680-6579.

C. Information Applicable to the Open Offer Generally

Entitlement to subscribe for new ordinary shares or ADSs not transferable The open offer is not a rights offering. No rights will be issued in connection with the offering, and your entitlement to subscribe for new ordinary shares or new ADSs is not transferable or tradeable, except for bona fide market claims in respect of new ordinary shares. If you do not exercise your entitlement to subscribe for new ordinary shares by July 17, 2008 or for new ADSs by July 14, 2008, your entitlement will expire and you will not receive any benefit from the sale of new ordinary shares or ADSs which were not subscribed for.

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Condition to the open offer The open offer is conditional only on admission of the new ordinary shares to the official list of the U.K. Listing Authority and to trading on the London Stock Exchange becoming effective by not later than 8:00 a.m. on July 22, 2008 (or such later time and/or date as we may determine, not being later than 8:00 a.m. on August 6, 2008). Accordingly, if this condition is not satisfied, the open offer will not proceed and any subscriptions made by shareholders will be rejected. In such circumstances, payments will be returned without payment of interest, as soon as practicable thereafter.

II.   The Firm Placing and Conditional Placing

Firm Placing

SMBC (the “firm placee”) has agreed to subscribe for 168,918,918 new ordinary shares at a subscription price of 296 pence per ordinary share in a placement of ordinary shares outside the United States. The firm placing is expected to raise approximately £0.5 billion. The terms of the arrangement between Barclays and SMBC are contained in a subscription agreement, the principal terms of which are summarized in “Plan of Distribution”.

Conditional Placing

Qatar Investment Authority, Challenger, China Development Bank and Temasek and certain other placees named herein (the “conditional placees”) have agreed to subscribe for the new ordinary shares (other than in relation to new ordinary shares for which China Development Bank is entitled to subscribe under the open offer, which China Development Bank has undertaken to take up in full) that are not subscribed for by qualifying shareholders in the open offer at a subscription price of 282 pence per new ordinary share against commissions specified herein. The placing and open offer is expected to raise approximately £4.0 billion before expenses. The terms of the arrangements between Barclays and the conditional placees are contained in the relevant subscription agreements, the principal terms of which are summarized in “Plan of Distribution”.

III.   Use of Proceeds

Use of proceeds We intend to use the net proceeds from the firm placing and the placing and open offer to strengthen our capital base and operate capital ratios that are ahead of our targets and to provide additional financial resources to allow us to capture opportunities for growth.

IV.   Risk Factors

We are exposed to a number of risks that could individually or collectively have a material adverse effect on our financial condition and results of operations. You should consider carefully the following risk factors:

Risks related to the Group:

•  Our profitability could be adversely affected by general economic conditions and other business conditions;

•  We are subject to credit, market, operational, capital and liquidity risks which may have an adverse effect on results;

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•  The fair value of our financial instruments may use estimates and may change from time to time;

•  Our future earnings could be affected by depressed asset valuations;

•  Our ability to expand our operations may be adversely affected by any decision to hold assets rather than securitizing, syndicating or disposing of them;

•  There is a risk that our strategy, in particular, our choice of markets, products, activities and structures, may prove to be inappropriate which could adversely affect results;

•  We are subject to insurance risks which may have an adverse effect on results;

•  We are subject to legal risks which may have an adverse effect on results;

•  We are subject to tax risks which may have an adverse effect on results;

•  Governmental policy and regulation may have an effect on our businesses and results;

•  We are subject to regulatory compliance risks which may have an adverse effect on results;

•  If our strategic decisions and plans do not deliver as anticipated our earnings could grow more slowly or decline;

•  We operate in highly competitive markets which could adversely affect results if we fail to retain and attract clients and customers; and

•  The enforceability of our obligations may be subject to the U.K. Treasury’s powers under the U.K. Banking (Special Provisions) Act 2008.

Risks related to the ordinary shares and the ADSs and the firm placing and the placing and open offer:

•  Our share price could be subject to fluctuation;

•  We may offer additional shares in the longer term future which may adversely affect the market price of the ordinary shares and ADSs;

•  Certain Group securities include terms restricting payments of dividends by Barclays on the ordinary shares;

•  The proportionate ownership and voting interest in Barclays of existing shareholders and ADS holders will be reduced as a result of the firm placing. If shareholders or ADS holders do not subscribe for their entitlement in respect of the open offer in full, their proportionate ownership and voting interest in Barclays will be reduced further;

•  An ADS holder may not be able to exercise voting rights as readily as a holder of our ordinary shares;

•  Currency fluctuations may adversely affect the trading prices of our ordinary shares and ADSs and the value of any distributions we make; and

•  Holders of ADSs are subject to exchange rate risk in connection with the open offer.

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RISK FACTORS

Investing in the new ordinary shares and new ADSs involves risks, including those risks which are described in this section. You should carefully consider the following discussion of risks, as well as the other information set forth in or incorporated by reference into this prospectus before deciding whether an investment in the new ordinary shares or new ADSs, as applicable, is suitable for you. Any of these risks could cause our future results to differ materially from expected results. The market price of our ordinary shares and ADSs could decline due to any of these risks. Other factors could also adversely affect our results and business activities and so the factors discussed herein should not be considered to be a complete set of all potential risks and uncertainties.

Risks Related to Barclays

Our profitability could be adversely affected by general economic conditions and other business conditions

The profitability of our businesses could be adversely affected by a worsening of general economic conditions in the United Kingdom, globally or in certain individual markets such as the United States or South Africa. Factors such as interest rates, inflation, investor sentiment, the availability and cost of credit, the liquidity of the global financial markets and the level and volatility of equity prices could significantly affect the activity level of customers. For example:

(a)  an economic downturn or significantly higher interest rates could adversely affect the credit quality of our on-balance sheet and off-balance sheet assets by increasing the risk that a greater number of our customers would be unable to meet their obligations;

(b)  a market downturn or worsening of the economy could cause us to incur mark to market losses in our trading portfolios;

(c)  a market downturn could reduce the fees we earn for managing assets. For example, a higher level of domestic or foreign interest rates or a downturn in trading markets could affect the flows of assets under management; and

(d)  a market downturn would be likely to lead to a decline in the volume of transactions that we execute for our customers and, therefore, lead to a decline in the income we receive from fees and commissions and interest.

We are subject to credit risk which may have an adverse effect on results

Credit risk is the risk of suffering financial loss, should any of our customers, clients or market counterparties fail to fulfill their contractual obligations to us. Credit risk may also arise where the downgrading of an entity’s credit rating causes the fair value of our investment in that entity to fall. The credit risk that we face arises mainly from commercial and consumer loans and advances, including credit card lending.

Credit risk may also be manifested as country risk where difficulties may arise in the country in which the exposure is domiciled, thus impeding or reducing the value of the assets, or where the counterparty may be the country itself. Another form of credit risk is settlement risk, which is the possibility that we may pay a counterparty — for example, a bank in a foreign exchange transaction — but fail to receive the corresponding settlement in return.

We are subject to market risk which may have an adverse effect on our results

Market risk is the risk that our earnings or capital, or our ability to meet business objectives, will be adversely affected by changes in the level or volatility of market rates or prices such as interest rates, credit spreads, commodity prices, equity prices and foreign exchange rates. The main market risk arises from trading activities. We are also exposed to interest rate risk in the banking book and market risk in our pension fund.

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Operational risks associated with our business could have an adverse impact on our results

Operational risk is the risk of direct or indirect losses resulting from human factors, external events, and inadequate or failed internal processes and systems. Operational risks are inherent in our operations and are typical of any large enterprise. Major sources of operational risk include operational process reliability, IT security, outsourcing of operations, dependence on key suppliers, implementation of strategic change, integration of acquisitions, fraud, human error, customer service quality, regulatory compliance, recruitment, training and retention of staff, and social and environmental impacts.

Our capital position is key to our performance and we are subject to capital risks which may affect our business activities

Capital risk is the risk that we have insufficient capital resources to:

(a)  meet minimum regulatory capital requirements in the U.K. and in other jurisdictions such as the United States and South Africa where regulated activities are undertaken. Our authority to operate as a bank is dependent upon the maintenance of adequate capital resources;

(b)  support our credit rating. In addition to capital resources, our rating is supported by a diverse portfolio of activities, an increasingly international presence, consistent profit performance, prudent risk management and a focus on value creation. A weaker credit rating would increase our cost of funds; and

(c)  support our growth and strategic options.

During periods of market dislocation increasing our capital resources may prove more difficult or costly. This could constrain our planned activities and contribute to adverse impacts on our earnings.

Liquidity and funding management is critical to our ongoing performance

There is a risk that we may be unable to meet our obligations when they fall due and to replace funds when they are withdrawn, with consequent failure to repay depositors and fulfill commitments to lend. The risk that we will be unable to do so is inherent in all banking operations and can be impacted by a range of institution-specific and market-wide events including, but not limited to, credit events, merger and acquisition activity, systemic shocks and natural disasters.

During periods of market dislocation, such as those experienced recently, our ability to manage liquidity requirements may be impacted by a reduction in the availability of wholesale term financing for market participants, as well as an increase in the cost of raising wholesale funds.

Certain of the values of financial instruments included in the financial statements are based on estimates

Some of our financial instruments are carried at fair value through profit or loss such as those held for trading, designated by management under the fair value option and non-cash flow hedging derivatives. To establish the fair value of these instruments, we rely on quoted market prices in active markets or, where the market for a financial instrument is not sufficiently active, valuation techniques that utilize, wherever possible, observable market inputs. Observable inputs for such valuation models may have become unavailable due to the disappearance over the past months of active markets for certain instruments.

To the extent that valuation is based on models or inputs that are not observable in the market, the determination of fair value can be subjective, dependant on the significance of the unobservable input to the overall valuation. Unobservable inputs are determined based on the best information available, for example by reference to similar assets, similar maturities, appropriate proxies, or other analytical techniques. The effect of changing the assumptions for those financial instruments for which the fair values are measured using valuation techniques that are determined in full or in part on assumptions that are not supported by observable inputs may have a material adverse effect on our earnings.

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Financial institutions may use different accounting categorisations for the same or similar financial assets due to their different intentions regarding those assets. In determining fair value of financial instruments, different financial institutions may use different valuation techniques, assumptions, judgements and estimates which may result in lower or higher fair values for such financial instruments.

Our future earnings could be affected by depressed asset valuations resulting from a deterioration in market conditions

Our future earnings could be affected by depressed asset valuations resulting from a deterioration in market conditions. Financial markets are sometimes subject to stress conditions where steep falls in asset values can occur, as demonstrated by recent events affecting asset-backed CDOs and the U.S. sub-prime residential mortgage market. Severe market events are difficult to predict and, if they continue to occur, could result in additional losses incurred by us.

In 2007 and in 2008, we recorded material net losses on certain credit market exposures, including ABS CDO Super Senior exposures. As market conditions change, the fair value of these exposures could fall further and result in additional losses or impairment charges, which could have a material adverse effect on our earnings. Such losses or impairment charges could derive from: a decline in the value of exposures; a decline in the ability of counterparties, including monoline insurers to meet their obligations as they fall due, or the ineffectiveness of hedging and other risk management strategies in circumstances of severe stress.

Any value we ultimately realize on sale of an asset will depend on the prices achievable in the market following the decision to sell which may be higher or lower than the asset’s current estimated value. If there is a shortfall between the proceeds obtained on disposal and the carrying value of the asset on the balance sheet there would be an adverse effect on our earnings.

We may decide to hold certain assets which may affect our ability to expand our operations

In illiquid markets, we may decide to hold assets rather than securitizing, syndicating or disposing of them. This could restrict our ability to enter into subsequent lending or other transactions as a result of the effect on capital adequacy ratios, which could have a material adverse effect on our ability to expand our earnings and operations.

We are subject to business risks which may have an adverse effect on results

Business risk is the risk of adverse outcomes resulting from a weak competitive position or from poor choice of strategy, markets, products, activities or structures. Major potential sources of business risk include revenue volatility due to factors such as macroeconomic conditions, inflexible cost structures, uncompetitive products or pricing and structural inefficiencies.

We are subject to insurance risks which may have an adverse effect on results

Insurance risk is the risk that we will have to make higher than anticipated payments to settle claims arising from its long-term and short-term insurance businesses.

We are subject to legal risks which may have an adverse effect on results

We are subject to a comprehensive range of legal obligations in all countries in which we operate. As a result, we are exposed to many forms of legal risk, which may arise in a number of ways. Primarily:

(a) our business may not be conducted in accordance with applicable laws around the world;

(b)  contractual obligations may either not be enforceable as intended or may be enforced against us in an adverse way;

(c) our intellectual property (such as our trade names) may not be adequately protected; and

(d) we may be liable for damages to third parties harmed by the conduct of our business.

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We face risk where legal proceedings are brought against us. Regardless of whether such claims have merit, the outcome of legal proceedings is inherently uncertain and could result in financial loss. Defending legal proceedings can be expensive and time-consuming and there is no guarantee that all costs incurred will be recovered even if we are successful. Although we have processes and controls to manage legal risks, failure to manage these risks could impact us adversely, both financially and by reputation.

We are subject to tax risks which may have an adverse effect on our business

We are subject to the tax laws of all countries in which we operate. A number of double taxation agreements entered between two countries also impact on the taxation of our business. We are also subject to European Community tax law. Tax risk is the risk associated with changes in tax law or in the interpretation of tax law. It also includes the risk of changes in tax rates and the risk of failure to comply with procedures required by tax authorities. Failure to manage tax risks could lead to an additional tax charge. It could also lead to a financial penalty for failure to comply with required tax procedures or other aspects of tax law.

If, as a result of a particular tax risk materializing, the tax costs associated with particular transactions are greater than anticipated, it could affect the profitability of those transactions.

We take a responsible and transparent approach to the management and control of our tax affairs and related tax risk:

(a)  tax risks are assessed as part of our formal governance processes and are reviewed by the Executive Committee, Group Finance Director and the Board Risk Committee;

(b) the tax charge is also reviewed by the Board Audit Committee;

(c)  the tax risks of proposed transactions or new areas of business are fully considered before proceeding;

(d) we take appropriate advice from reputable professional firms;

(e) we employ high-quality tax professionals and provide ongoing technical training;

(f) the tax professionals understand and work closely with the different areas of the business;

(g)	we use effective, well-documented and controlled processes to ensure compliance with tax disclosure and filing obligations; and
(h)	where disputes arise with tax authorities with regard to the interpretation and application of tax law, we are committed to addressing the matter promptly and resolving the matter with the tax authority in an open and constructive manner.

Our business activities are governed by various governmental and regulatory policies and any changes may have an adverse affect on our business

Our businesses and earnings can be affected by the fiscal or other policies and other actions of various governmental and regulatory authorities in the U.K., the European Union (EU), the United States, South Africa and elsewhere.

Areas where changes could have an impact include:

(a) the monetary, interest rate and other policies of central banks and regulatory authorities;

(b)  general changes in government or regulatory policy that may significantly influence investor decisions in particular markets in which we operate;

(c)  general changes in the regulatory requirements, for example, prudential rules relating to the capital adequacy framework and rules designed to promote financial stability and increase depositor protection;

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(d) changes in competition and pricing environments;

(e) further developments in the financial reporting environment;

(f)  expropriation, nationalization, confiscation of assets and changes in legislation relating to foreign ownership; and

(g)  other unfavorable political, military or diplomatic developments producing social instability or legal uncertainty which in turn may affect demand for our products and services.

We operate in a highly regulated environment and are subject to regulatory compliance risks

Regulatory compliance risk arises from a failure or inability to comply fully with the laws, regulations or codes applicable specifically to the financial service industry. Non-compliance could lead to fines, public reprimands, damage to reputation, enforced suspension of operations or, in extreme cases, withdrawal of authorizations to operate.

If our strategic decisions and plans do not deliver as anticipated, our earnings could grow more slowly or decline

We devote substantial management and planning resources to the development of strategic plans for organic growth and identification of possible acquisitions, supported by substantial expenditure to generate growth in customer business. If these strategic plans do not deliver as anticipated, our earnings could grow more slowly or decline.

We operate in highly competitive markets which could adversely affect our results if we fail to retain and attract clients and customers

The global financial services markets in which we operate are highly competitive. Innovative competition for corporate, institutional and retail clients and customers comes both from incumbent players and a steady stream of new market entrants. The landscape is expected to remain highly competitive in all areas, which could adversely affect our profitability if we fail to retain and attract clients and customers.

We are subject to risks associated with the Banking (Special Provisions) Act 2008

Under the Banking (Special Provisions) Act 2008 the U.K. Treasury (the “Treasury”) has been given certain powers in relation to authorized U.K. deposit takers (such as Barclays Bank). These comprise entities incorporated in or formed under the laws of any part of the United Kingdom who have permission to accept deposits under Part 4 of the Financial Services and Markets Act 2000 (or their U.K. subsidiaries). These powers last until February 21, 2009 and are capable of having retrospective effect. They can only be exercised in certain circumstances namely:

(i)  to maintain the stability of the U.K. financial system in circumstances where the Treasury considers that there would be a serious threat to its stability; or

(ii)  to protect the public interest in circumstances where financial assistance has been provided by the Treasury to the deposit taker for the purpose of maintaining the stability of the U.K. financial system.

The powers are wide ranging and may entail divesting the authorized U.K. deposit-taker of its assets or transferring ownership of any securities issued by the authorized U.K. deposit-taker irrespective of any encumbrance or trust over them. Accordingly the enforceability of Barclays obligations could be affected if the Treasury were to exercise such powers.

If such powers were to be exercised the Treasury is required to make provision for compensation or consideration (depending upon whether a public or private entity has acquired the asset) to be paid, in the case of securities, to the holder of the assets, which may not be the encumbrancer.

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Risks Related to the Ordinary Shares and ADSs and the Firm Placing and the Placing and Open Offer

Our share price could be subject to fluctuation

The market price of our ordinary shares and ADSs could be subject to fluctuations in response to certain factors, such as changes in sentiment in the market regarding ordinary shares, any regulatory changes affecting our operations, variations in our anticipated or actual operating results, business developments of Barclays or our competitors, the operating and share price performance of other companies in the industries and markets in which we operate, speculation about our business in the press, media or the investment community, changes in conditions affecting the economy generally, as well as other factors unrelated to our operating results.

We may offer additional shares in the future which may adversely affect the market price of the ordinary shares and ADSs

We may offer additional shares in the longer term future, which may adversely affect the market price of the ordinary shares and ADSs. We have no current plans for any subsequent offering of our shares or of rights or invitations to subscribe for our shares. However, it is possible that we may decide to offer additional shares in the future. An additional offering of shares by us, or the public perception that an offering may occur, could have an adverse effect on the market price of the ordinary shares and ADSs.

Certain Group securities include terms restricting payments of dividends on the ordinary shares

Barclays Bank has issued several series of preference shares, reserve capital instruments and tier one notes which place restrictions on Barclays ability to (i) declare or pay dividends (other than a dividend declared by Barclays before deferral, or intra-group dividends) on shares (including ordinary shares), or (ii) redeem, purchase, reduce or otherwise acquire any of the share capital or securities of Barclays (including ordinary shares).

This restriction arises if Barclays Bank fails to pay dividends on the relevant series of preference shares or defers the payment of any coupon due on the relevant series of reserve capital instruments or tier one notes and remains until Barclays Bank next pays dividends or the relevant series of preference shares or, as applicable, Barclays Bank next pays (or sets aside funds to pay) a coupon on the reserve capital instruments or tier one notes or the reserve capital instruments or tier one notes are redeemed in full.

We have also created securities which would, if issued, place similar restrictions on us (including a restriction on the payment of dividends on ordinary shares) as the Barclays Bank preference shares, reserve capital instruments and tier one notes described above. Currently no such securities have been issued.

If you do not subscribe for your entitlement in respect of the open offer in full, your proportionate ownership and voting interest in Barclays will be reduced further

The issue of ordinary shares under the firm placing will lead to a reduction in the proportionate ownership and voting interests in Barclays of existing shareholders. If you are a holder of ordinary shares and you do not respond to the open offer by 11:00 a.m., London time, on July 17, 2008, or if you a holder of ADSs and you do not respond to the open offer by 11:00 a.m., New York City time, on July 14, 2008, the latest relevant dates for subscription and payment in full in respect of your entitlement, your proportionate ownership and voting interest in Barclays will be reduced further, and the percentage that your existing ordinary shares, in the form of ordinary shares or ADSs, represents of the amount of ordinary shares expected to be in issue following completion of the firm placing and the placing and open offer will be reduced accordingly.

An ADS holder may not be able to exercise voting rights as readily as a holder of our ordinary shares

ADS holders may instruct the ADS depositary as to how to vote the ordinary shares represented by the ADSs. There is no guarantee that you will receive voting materials in time to make the certification as to

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beneficial ownership required for voting at annual and other shareholders meetings. As a result, you, or persons who hold their ADSs through brokers, dealers or third parties, may not have the opportunity to exercise a right to vote.

Currency fluctuations may adversely affect the trading prices of our ordinary shares and ADSs and the value of any distributions we make

Because our ordinary shares are traded in pounds sterling and the ADSs are traded in U.S. dollars, fluctuations in exchange rate between pounds sterling and U.S. dollars may affect the U.S. dollar value of the investment. In addition, when we make distributions on our ordinary shares in pounds sterling, the ADS depositary converts these distributions to U.S. dollars. If exchange rates fluctuate before the ADS depositary converts the currencies, you may lose some of the value of the distribution.

Holders of ADSs are subject to exchange rate risk in connection with the open offer

In the event that the U.S. dollar weakens against the pound sterling, holders of ADSs subscribing for new ADSs will be required to pay more than the estimated subscription price of $22.23 per new ADS.

The estimated ADS subscription price is $22.23 per new ADS. As each ADS represents four ordinary shares, the estimated subscription per ADS price is four times the U.S. dollar equivalent of the ordinary share subscription price, using an exchange rate of $1.9707 per pound sterling (the Federal Reserve Bank of New York’s noon buying rate on June 24, 2008). A subscriber of new ADSs must deposit $24.45 per offered ADS subscribed, which represents 110% of the estimated ADS subscription price. This is to increase the likelihood that the ADS subscription agent will have sufficient funds to pay the actual ADS subscription price in light of a possible appreciation of the pound sterling against the U.S. dollar between the date hereof and the end of the ADS subscription period and to pay foreign currency conversion expenses, the depositary’s issuance fee of $0.02 per new ADS and to meet the cost of the 1.5% U.K. SDRT payable by the depositary in connection with the issue of the new ADSs. The ADS subscription agent expects to make the conversion from U.S. dollars into pounds sterling on or about July 15, 2008 at a market-based rate to pay the share subscription price for the offered shares underlying the offered ADSs subscribed for. If the actual U.S. dollar subscription price, plus foreign currency conversion costs, the depository’s issuance fee of $0.02 per new ADS and 1.5% U.K. SDRT payable by the subscriber, is less than the deposit amount, the ADS subscription agent will refund such excess amount to the subscribing ADS holder without interest. However, if there is a deficiency as a result of such conversion, the ADS subscription agent will not deliver the offered ADSs to such subscribing ADS holder until it has received payment of the deficiency. The ADS subscription agent may sell a portion of your new ADSs to cover the deficiency if not paid within 14 calendar days from notice of the earlier deficiency.

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PRESENTATION OF FINANCIAL INFORMATION AND EXCHANGE RATES

Barclays financial statements, which are incorporated by reference into this prospectus, have been prepared in accordance with IFRS and are denominated in pounds sterling, or “£,” the legal tender of the United Kingdom.

The tables below set forth, for the periods and dates indicated, information concerning the Federal Reserve Bank of New York’s noon buying rate for pounds sterling, expressed in United States dollars or “$,” per one pound sterling or “£”. On June 24, 2008, the noon buying rate was $1.9707 per £1.00.

	($ per £1.00)
High		1.9758	1.9994	2.0311	1.9823	1.9923	1.9895	2.0658
Low		1.9436	1.9451	1.9627	1.9818	1.9404	1.9515	1.9774

For the years indicated, the average of the noon buying rates on the last day of each month were:

	($ per £1.00)
Average		2.00	1.86	1.81	1.84	1.64

No representation is made that pounds sterling amounts have been, or could have been, or could be, converted into U.S. dollars at any of the above rates. For the purpose of presenting financial information in this report, exchange rates other than those shown above may have been used.

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CAPITALIZATION OF BARCLAYS

The following table shows our actual capitalization as of December 31, 2007 and our capitalization as of December 31, 2007 as adjusted for the receipt of the estimated net proceeds of the firm placing and the placing and open offer, if conducted as planned as described under “Reasons for the Offering; Use of Proceeds and Expenses — Use of Proceeds”.

The information in the following table is derived from the audited consolidated financial statements of Barclays for the fiscal year ended December 31, 2007 prepared in accordance with IFRS and incorporated by reference into this prospectus. This table should be read together with such audited consolidated financial statements and the notes thereto. The adjusted figures in the table below have been prepared for illustrative purposes only assuming that all new ordinary shares and new ADSs offered in the firm placing and the placing and open offer if conducted as planned are sold at the subscription price per ordinary share of 296 pence for the firm placing, and 282 pence for the placing and open offer, and do not necessarily give a true picture of our financial condition following the completion of the firm placing and the placing and open offer.

				Adjusted for the
	As of			Issuance of the New
	December 31,			Ordinary Shares
	2007			(Including New ADSs)
	(Audited)			(Unaudited)
Share capital — authorized		Number			Number
Ordinary Shares		9,996,000,000			9,996,000,000
Staff shares of £1 each		1,000,000			1,000,000
		(£ million	)		(£ million	)
Share capital — allotted, called up and fully paid		1,651			2,045
Share premium		56			4,024
Other reserves		874			874
Total owners’ equity		2,581			6,943
Group indebtedness
Issued debt securities		120,228			120,228
Subordinated liabilities:
— Undated loan capital		6,631			6,631
— Dated loan capital		11,519			11,519
Total subordinated liabilities		18,150			18,150
Total indebtedness		138,378			138,378
Total capitalization and indebtedness		140,959			145,321
Group contingent liabilities
Acceptances and endorsements		365			365
Guarantees and assets pledges as collateral security		35,692			35,692
Other contingent liabilities		9,717			9,717
Total contingent liabilities		45,774			45,774

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The table below shows our indebtedness as of March 31, 2008. The following figures as of March 31, 2008 have been extracted from Barclays accounting records and are unaudited.

	As of
	March 31, 2008
	(Unaudited)
	(£ million)
Indebtedness
Issued debt securities		131,853
Subordinated liabilities:
— Undated loan capital		7,929
— Dated loan capital		13,259
Total subordinated liabilities		21,188
Total indebtedness		153,041

	As of
	March 31, 2008
	(Unaudited)
	(£ million)
Indirect and contingent indebtedness
Acceptances and endorsements		441
Guarantees and assets pledged as collateral security		38,799
Other contingent liabilities		9,719
Total Indirect and contingent indebtedness		48,959

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UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma financial information set out in the following table has been prepared to illustrate the effect of the firm placing and the placing and open offer as if it had occurred on December 31, 2007.

The unaudited pro forma financial information has been prepared for illustrative purposes only and, because of its nature, the unaudited pro forma financial information addresses a hypothetical situation and does not, therefore, represent our actual financial position, results, risk-weighted assets or regulatory capital ratios following the firm placing and the placing and open offer.

			Firm Placing and
			Placing and Open		Pro Forma
	Barclays PLC		Offer		Barclays PLC
	(£ million)
Assets
Cash and other short-term funds		7,637		4,362		11,999
Trading portfolio and financial assets designated at fair value		341,171				341,171
Derivative financial instruments		248,088				248,088
Loans and advances to banks		40,120				40,120
Loans and advances to customers		345,398				345,398
Available for sale financial instruments		43,072				43,072
Reverse repurchase agreements and cash collateral on securities borrowed		183,075				183,075
Other assets		18,800				18,800
Total assets		1,227,361		4,362		1,231,723
Liabilities
Deposits and items in the course of collection due to banks		92,338				92,338
Customer accounts		294,987				294,987
Trading portfolio and financial liabilities designated at fair value		139,891				139,891
Liabilities to customers under investment contracts		92,639				92,639
Derivative financial instruments		248,288				248,288
Debt securities in issue		120,228				120,228
Repurchase agreements and cash collateral on securities lent		169,429				169,429
Insurance contract liabilities, including unit-linked liabilities		3,903				3,903
Subordinated liabilities		18,150				18,150
Other liabilities		15,032				15,032
Total liabilities		1,194,885				1,194,885
Net Assets		32,476		4,362		36,838

Notes:

1.	The financial information for Barclays has been extracted from the 2007 Form 20-F.
2.	The net proceeds of the firm placing and the placing and open offer are calculated on the basis that Barclays raises approximately £0.5 billion by way of a firm placing of 168,918,918 new ordinary shares at a price of 296 pence per ordinary share and a further amount of approximately £4.0 billion by way of a placing and open offer of 1,407,426,864 new ordinary shares at the subscription price of 282 pence per new ordinary share. The total amount to be raised is approximately £4.4 billion, net of estimated expenses in connection with the firm placing and the placing and open offer of £0.1 billion (inclusive of VAT).
3.	No account has been taken of the trading results of the Group since December 31, 2007.

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4. The unaudited pro forma regulatory capital ratios of the Group before and immediately after the proposed transaction as if it had occurred on December 31, 2007 on a Basel II basis are set out below.

			Firm placing
			and placing
			and open		Barclays PLC
	Barclays PLC		offer		Pro Forma
Risk weighted assets (£m)1		353,878		0		353,878
Equity tier one ratio		5.1%		1.2%		6.3%
Tier one ratio		7.6%		1.2%		8.8%
Risk asset ratio		11.2%		1.2%		12.5%

Notes:

1.	For the purpose of calculating risk-weighted assets, the information presented assumes proceeds of the firm placing and the placing and open offer are held at a 0% risk-weighted asset rating.
2.	No account has been taken of the trading results of the Group since December 31, 2007.

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REASONS FOR THE OFFERING; USE OF PROCEEDS

Barclays believes that in the current market environment, it would be in the interests of shareholders and ADS holders to strengthen the capital resources of Barclays through a firm placing and placing and open offer. The raising of capital will:

•  enable Barclays to strengthen its capital base and operate capital ratios that are ahead of its targets;

•  provide additional financial resources to allow Barclays to capture opportunities for growth;

•  introduce new investors Qatar Investment Authority, Challenger and SMBC to Barclays share register and further Barclays existing relationships with a number of our largest shareholders, including China Development Bank and Temasek; and

•  provide the opportunity for existing shareholders and ADS holders to participate through the open offer.

Current market turbulence has affected bank balance sheets and capital strength. The disruption in the credit markets and greater uncertainty in the broader economy have affected financial market participants, including Barclays. As of December 31, 2007, Barclays tier one capital ratio was 7.6% and its equity tier one ratio was 5.1% (on a Basel II basis) against long term target levels of 7.25% and 5.25%, respectively. We estimate that, taking into account the proceeds of the firm placing and the placing and open offer, on a pro forma basis, we would have reported a tier one ratio of 8.8% and an equity tier one ratio of 6.3% on December 31, 2007 (on a Basel II basis). We intend that, following the firm placing and the placing and open offer, we will run ratios ahead of long term target levels, particularly while current market turbulence persists.

In addition to strengthening the capital base of Barclays, the firm placing and the placing and open offer will also enable Barclays to take advantage of current market circumstances which have created for Barclays an unusual competitive opportunity. That is partly because of the pricing adjustments that have taken place in many asset classes; and partly because of the reduced willingness or ability of certain hitherto strong market participants to compete aggressively. Significant opportunities therefore exist to attract flows of new business at expanded margins consistent with Barclays strategy to seek higher growth over time by diversifying its profits base. Barclays financial performance of 2007 and 2008 has benefited from this diversification. Across the Group, this growth has been underpinned by robust risk and control procedures, and a culture which focuses on risk adjusted returns.

We intend to pursue the following initiatives: in Global Retail and Commercial Banking, deepening Barclays presence in existing markets in Asia, the Middle East, Africa and Europe and accelerating growth in new markets such as Russia and Pakistan; and in Investment Banking and Investment Management, driving continued growth in asset classes such as commodities, equities and iShares; and pursuing the build-out of Investment Banking and Investment Management’s risk management and financing businesses, particularly in the United States and Asia; and continuing to build the wealth management platform.

SMBC has agreed to subscribe for ordinary shares pursuant to the firm placing and Qatar Investment Authority, Challenger, China Development Bank and Temasek and certain other placees named herein in “Plan of Distribution — Subscription Agreements” have agreed to subscribe for new ordinary shares (other than in relation to new ordinary shares for which China Development Bank is entitled to subscribe under the open offer, which China Development Bank has undertaken to take up in full) to the extent that they are not subscribed for by qualifying shareholders pursuant to the open offer. We believe that this is an important endorsement of Barclays long-term strategy and vision, and underscores the confidence of these institutions in Barclays and in its management team. We are also pleased to have entered into an agreement for the provision of advisory services by Qatar Investment Authority to Barclays in the Middle East and to have agreed to explore opportunities for a co-operative business relationship with SMBC. We welcome the support of Qatar Investment Authority, Challenger, SMBC, China Development Bank and Temasek as important investors while ensuring that the open offer structure allows existing shareholders and ADS

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holders to participate in the issue of the new ordinary shares and new ADSs, as applicable, on a pre-emptive basis.

Use of Proceeds

Assuming all of the new ordinary shares sold in the firm placing and the placing and open offer are subscribed for at the subscription price of 296 pence per ordinary share for the firm placing and 282 pence per new ordinary share for the placing and open offer (or an estimated amount of $22.23 per ADS with respect to new ADSs), the gross proceeds of the firm placing and the placing and open offer are expected to be approximately £4.5 billion. On the same basis, the net proceeds of the firm placing and the placing and open offer are expected to be approximately £4.4 billion after deduction of fees and estimated expenses of approximately £0.1 billion, as detailed under “Expenses of the Offering”.

We intend to use the net proceeds from the firm placing and the placing and open offer to strengthen our capital base and operate capital ratios that are ahead of our targets and to provide additional financial resources to allow us to capture opportunities for growth.

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DESCRIPTION OF ORDINARY SHARES

The following is a summary of the general terms of our ordinary shares. This summary does not purport to be complete. See the memorandum and articles of association of Barclays, which is filed as an exhibit to the registration statement on Form F-3 of which this prospectus forms part, as well as the applicable provisions of English law.

General

Barclays only has ordinary shares in issue. However, Barclays has authorized but unissued preference shares of £100, $100, $0.25, €100 and ¥10,000 each (together, the “preference shares”) which may (pursuant to a resolution passed by the shareholders of Barclays at the Annual General Meeting on April 24, 2008 (the “2008 Annual General Meeting”) be issued by the Board from time to time in one or more series with such rights and subject to such restrictions and limitations as the Board may determine. Barclays also has authorized but unissued staff shares of £1 each. The articles of association adopted pursuant to a resolution passed at the 2008 Annual General Meeting contain provisions to the following effect.

Dividends

Under English law, dividends are payable on ordinary shares only out of profits available for distribution, as determined in accordance with accounting principles generally accepted in the U.K. and by the Companies Acts 1985 and 2006. Subject to the provisions of the articles of association of Barclays and applicable legislation, Barclays in general meeting may declare dividends on the ordinary shares by ordinary resolution, but such dividend may not exceed the amount recommended by the Board. The Board may also decide to pay interim or final dividends if it appears they are justified by Barclays financial position.

Each preference share confers the right to a non-cumulative preferential dividend (“preference dividend”) payable in such currency at such rates (whether fixed or calculated by reference to or in accordance with a specified procedure or mechanism), on such dates and on such other terms as may be determined by the Board prior to allotment thereof.

The preference shares rank in regard to payment of dividend in priority to the holders of ordinary shares and any other class of shares in Barclays ranking junior to the preference shares.

Dividends may be paid on the preference shares if, in the opinion of the Board, Barclays has sufficient distributable profits, after payment in full or the setting aside of a sum to provide for all dividends payable on (or in the case of shares carrying a cumulative right to dividends, before) the relevant dividend payment date on any class of shares of Barclays ranking pari passu with or in priority to the relevant series of preference shares as regards participation in the profits of Barclays.

If the Board considers that the distributable profits of Barclays available for distribution are insufficient to cover the payment in full of preference dividends, preference dividends shall be paid to the extent of the distributable profits on a pro rata basis.

Notwithstanding the above, the Board may, at its absolute discretion, determine that any preference dividend which would otherwise be payable may either not be payable at all or only payable in part.

If any preference dividend on a series of preference shares is not paid, or is only paid in part, for the reasons described above, holders of preference shares will not have a claim in respect of such nonpayment.

If any dividend on a series of preference shares is not paid in full on the relevant dividend payment date, a dividend restriction shall apply. The dividend restriction means that, subject to certain exceptions, neither Barclays nor Barclays Bank may (a) pay a dividend on, or (b) redeem, purchase, reduce or otherwise acquire, any of their respective ordinary shares, other preference shares or other share capital ranking equal or junior to the relevant series of preference shares until the earlier of such time as Barclays next pays in full a dividend on the relevant series of preference shares or the date on which all of the relevant series of preference shares are redeemed.

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All unclaimed dividends payable in respect of any share may be invested or otherwise made use of by the Board for the benefit of Barclays until claimed. If a dividend is not claimed after 12 years of it becoming payable, it is forfeited and reverts to Barclays.

The Board may (although it currently does not), with the approval of an ordinary resolution of Barclays, offer shareholders the right to choose to receive an allotment of additional fully paid ordinary shares instead of cash in respect of all or part of any dividend.

Voting

Every member who is present in person or by proxy, or represented at any general meeting of Barclays and who is entitled to vote has one vote on a show of hands. On a poll, every member who is present in person or by proxy or who (being a corporation) is represented has one vote for every share held. Any joint holder may vote at any general meeting of Barclays at which he is entitled to vote in respect of jointly owned shares, but the vote of the senior holder (as determined by order in the share register) shall take precedence. If any sum payable remains unpaid in relation to a member’s shareholding, that member is not entitled to vote that share or exercise any other right in relation to a meeting of Barclays unless the Board otherwise determine.

If any member, or any other person appearing to be interested in any shares in Barclays, is served with a notice under Section 793 of the Companies Act 2006 and does not supply Barclays with the information required in the notice, then the Board, in its absolute discretion, may direct that that member shall not be entitled to attend or vote at any meeting of Barclays.

The Board may further direct that if the shares of the defaulting member represent 0.25% or more of the issued shares of the relevant class, that dividends or other monies payable on those shares shall be retained by Barclays until the direction ceases to have effect and that no transfer of those shares shall be registered (other than certain specified “approved transfers”). A direction ceases to have effect seven days after Barclays has received the information requested, or when Barclays is notified that an “approved transfer” to a third party has occurred, or as the Board otherwise determines.

Transfers

Ordinary shares may be held in either certificated or uncertificated form.

Certificated ordinary shares shall be transferred in writing in any usual or other form approved by the Board and executed by or on behalf of the transferor. Transfers of uncertificated ordinary shares shall be made in accordance with the regulations of CREST (Uncertificated Securities Regulations 2001 (SI 2001
No. 01/378), as amended), the electronic settlement system for securities traded on the London Stock Exchange. The Board may make any arrangements to regulate and evidence the transfer of ordinary shares as they consider fit in accordance with applicable legislation and the rules of the Financial Services Authority (“FSA”) of the United Kingdom.

Registration of ordinary shares may be suspended, subject to applicable legislation, for such periods as the Board may determine (but for not more than 30 days in any calendar year).

The Board is not bound to register a transfer of partly paid ordinary shares, nor is it bound to register a transfer of fully paid ordinary shares in exceptional circumstances approved by the FSA. The Board may also decline to register an instrument of transfer of certificated ordinary shares unless it is duly stamped and deposited at the prescribed place and accompanied by the share certificate(s) and such other evidence as reasonably required by the Board to evidence right to transfer, it is in respect of one class of shares only, and it is in favor of not more than four transferees (except in the case of executors or trustees of a member).

Preference shares may be represented by share warrants to bearer or be in registered form.

Preference shares represented by share warrants to bearer are transferred by delivery of the relevant warrant. Preference shares in registered form shall be transferred in writing in any usual or other form

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approved by the Board and executed by or on behalf of the transferor. The Registrar shall register such transfers of preference shares in registered form by making the appropriate entries in the register of preference shares.

Return of Capital and Liquidation

In the event of any return of capital by reduction of capital or on liquidation, the holders of ordinary shares are entitled to receive such capital in proportion to the amounts paid up or credited as paid up on the shares of each class.

Each preference share shall confer, in the event of a winding up or any return of capital by reduction of capital (other than, unless otherwise provided by their terms of issue, a redemption or purchase by Barclays of any of its issued shares, or a reduction of share capital), the right to receive out of the surplus assets of Barclays available for distribution amongst the members and in priority to the holders of the ordinary shares and any other shares in Barclays ranking junior to the relevant series of preference shares and pari passu with any other class of preference shares, repayment of the amount paid up or treated as paid up in respect of the nominal value of the preference share together with any premium which was paid or treated as paid when the preference share was issued in addition to an amount equal to accrued and unpaid dividends.

Redemption and Purchase

Subject to applicable legislation and the rights of the other shareholders, any share may be issued on terms that it is, at the option of Barclays or the holder of such share, redeemable. While Barclays currently has no redeemable shares in issue, any series of preference shares issued in the future will be redeemable, in whole or in part, at the option of Barclays on a date not less than five years after the date on which such series of preference shares was first issued.

Barclays may purchase its own shares subject to the provisions of applicable legislation, the articles of association and the approval of any class of convertible shares in issue (by special resolution or written consent of 75% of such class).

Calls on Capital

The Board may make calls upon the members in respect of any monies unpaid on their shares. A person upon whom a call is made remains liable even if the shares in respect of which the call is made have been transferred. Interest will be chargeable on any unpaid amount called at a rate determined by the Board (of not more than 20%).

If a member fails to pay any call in full (following notice from the Board that such failure will result in forfeiture of the relevant shares), such shares (including any dividends declared but not paid) may be forfeited by a resolution of the Board, and will become the property of Barclays. Forfeiture shall not absolve a previous member for amounts payable by him or her (which may continue to accrue interest).

Barclays also has a lien over all partly paid shares of Barclays for all monies payable or called on that share and over the debts and liabilities of a member to Barclays. If any monies which are the subject of the lien remain unpaid after a notice from the Board demanding payment, Barclays may sell such shares.

Variation of Rights

If the capital of Barclays is divided into shares of different classes, the rights attached to any class of shares may be varied with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.

The rights of shares shall not (unless expressly provided by the rights attached to such shares) be deemed varied by the creation of further shares ranking equally with them.

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Major Shareholders

As far as is known to Barclays, as of June 18, 2008, the interests, direct or indirect, of persons in the issued ordinary share capital of Barclays which are notifiable under English law were as follows:

			Percentage of
			Total Voting
			Rights Attaching
	Number of		to the Issued
Shareholder	Ordinary Shares		Share Capital
Legal & General Group Plc		330,460,896		5.03	%
Lloyds TSB Group plc		329,648,746		5.02	%
Appleby Trust (Jersey) Limited		206,632,598		3.15	%
China Development Bank (via its subsidiary Upper Chance Group Limited)		201,388,889		3.07	%

As of June 18, 2008, we are not aware of any person or persons who directly or indirectly, jointly or severally, exercise or could exercise control over Barclays nor are we aware of any arrangements, the operation of which may at a subsequent date result in a change in control of Barclays.

None of Barclays major shareholders has or will have different voting rights attached to the shares they hold in Barclays.

Shareholder Resolutions related to Ordinary Share Capital

On April 24, 2008, the following resolutions related to ordinary share capital were passed by the shareholders of Barclays at the 2008 Annual General Meeting:

1)	That, in substitution for all existing unexercised authorities, the Directors be hereby generally and unconditionally authorized pursuant to section 80 of the Companies Act 1985 to exercise all the powers of the Company to allot relevant securities for the purposes of and on the terms of Article 12(a) of the Articles of Association of the Company (authority to allot securities) for the period expiring on the date of the Annual General Meeting of the Company to be held in 2009 or on June 30, 2009, whichever is the earlier (unless previously renewed, varied or revoked by the Company in general meeting) and that the “section 80 amount” for that period for the purposes of Article 12 shall be £547,200,000.
2)	That, subject to the passing of resolution 13 set out in (1) above and in substitution for all existing unexercised authorities, the Directors be empowered, pursuant to section 95 of the Companies Act 1985 to allot equity securities for cash pursuant to the authority conferred by resolution 13 for the purposes of and on the terms of Article 12(b) of the articles of Association of the Company (authority to allot securities for cash otherwise than on a pro-rata basis to shareholders) as if section 89(1) of the Companies Act 1985 did not apply to any such allotment for the period expiring on the date of the Annual General Meeting of the Company to be held in 2009 or on June 30, 2009, whichever is the earlier (unless previously renewed, varied or revoked by the Company in general meeting), and that “the section 89 amount” for the purposes of Article 12 shall be £82,080,000, and that the power conferred on the Directors by this resolution shall also apply to the sale of treasury shares, which is an allotment of equity securities by virtue of section 94 3(A) of the Companies Act 1985, but with the omission of the words “pursuant to the authority conferred by resolution 13” from this resolution and of the words “Pursuant to and within the terms of the said authority” from Article 12(b).
3)	That the Company be authorized generally and unconditionally to make market purchases (within the meaning of section 163(3) of the Companies Act 1985) on the London Stock

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Exchange of up to an aggregate of 984,960,000 ordinary shares of 25p each in its capital, and may hold such shares as treasury shares, provided that:

i)  the minimum price (exclusive of expenses) which may be paid for each ordinary share is not less than 25p;

ii)  the maximum price (exclusive of expenses) which may be paid for each ordinary share shall not be more than the higher of (i) 105 percent of the average of the market values of the ordinary shares (as derived from the Daily Official List of the London Stock Exchange) for the five business days immediately preceding the date on which the purchase is made and (ii) that stipulated by Article 5(1) of the Buy-back and Stabilization Regulation (EC 273/2003); and

iii)  the authority conferred by this resolution shall expire on the date of the Annual General Meeting of the Company to be held in 2009 or on June 30, 2009, whichever is the earlier, (except in relation to any purchase of shares the contract for which was concluded before such date and which would or might be executed wholly or partly after such date).

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

The following is a summary of the general terms and provisions of the deposit agreement under which the Bank of New York (the “depositary”) will deliver ADSs. The deposit agreement is among Barclays, The Bank of New York, as the depositary, and all holders from time to time of our American Depositary Receipts (“ADRs”) issued under the deposit agreement (the “deposit agreement”). This summary does not purport to be complete. You should read the entire deposit agreement, which is filed with the SEC as an exhibit to the registration statement on Form F-6, No. 333-146411. You may also read the deposit agreement at the corporate trust office of The Bank of New York in New York City and the office of The Bank of New York in London or obtain it from the SEC as described in “Where You Can Find More Information”.

Depositary

The Bank of New York acts as the depositary. The office of The Bank of New York in London acts as custodian. The depositary’s principal office in New York City is presently located at 101 Barclay Street, 22nd Floor, New York, New York 10286, and the custodian’s office is presently located at One Canada Square, London E14 5AL, England.

American Depositary Receipts

An ADR is a certificate evidencing a specific number of our ADSs, each of which represents ordinary shares. Each ADS represents four ordinary shares, deposited with the London branch of The Bank of New York, as custodian. An ADR may evidence any number of ADSs.

Deposit and Issuance of ADRs

When the custodian has received ordinary shares and applicable fees, charges and taxes, subject to the deposit agreement’s terms, the depositary will execute and deliver at its corporate trust office in New York City to the person(s) specified by the depositor in writing, an ADR or ADRs registered in the name of such person(s) evidencing the number of ADSs corresponding to the ordinary shares.

Withdrawal of Deposited Securities

Upon surrender of ADRs at the depositary’s corporate trust office in New York City and upon payment of the taxes, charges and fees provided in the deposit agreement and subject to its terms, an ADR holder is entitled to delivery, to or upon its order, at the depositary’s corporate trust office in New York City or the custodian’s office in London, of the amount of ordinary shares represented by the ADSs evidenced by the surrendered ADRs. The ADR holder will bear the risk and expense for the forwarding of share certificates and other documents of title to the corporate trust office of the depositary.

Dividends and Other Distributions

The depositary will distribute all cash dividends or other cash distributions that it receives in respect of deposited ordinary shares to ADR holders, after payment of any charges and fees provided for in the deposit agreement, in proportion to their holdings of ADSs. The cash amount distributed will be reduced by any amounts that Barclays or the depositary must withhold on account of taxes.

If Barclays makes a non-cash distribution in respect of any deposited ordinary shares, the depositary will distribute the property it receives to ADR holders, after deduction or upon payment of any taxes, charges and fees provided for in the deposit agreement, in proportion to their holdings of ADSs. If a distribution that Barclays makes in respect of deposited ordinary shares consists of a dividend in, or free distribution of, ordinary shares, the depositary may, and will, if Barclays requests, distribute to ADR holders, in proportion to their holdings of ADSs, additional ADRs evidencing an aggregate number of ADSs representing the amount of ordinary shares received as such dividend or free distribution. If the depositary

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does not distribute additional ADRs, each ADS will from then forward also represent the additional ordinary shares distributed in respect of the deposited ordinary shares before the dividend or free distribution.

If the depositary determines that any distribution of property, other than cash or ordinary shares, cannot be made proportionately among ADR holders or if for any other reason, including any requirement that Barclays or the depositary withhold an amount on account of taxes or other governmental charges, the depositary deems that such a distribution is not feasible, the depositary may dispose of all or part of the property in any manner, including by public or private sale, that it deems equitable and practicable. The depositary will then distribute the net proceeds of any such sale (net of any fees and expenses of the depositary provided for in the deposit agreement) to ADR holders as in the case of a distribution received in cash.

Record Date

Whenever any dividend or other distribution becomes payable or shall be made in respect of ordinary shares, or the depositary receives notice of any meeting at which holders of ordinary shares are entitled to vote, the depositary will fix a record date for the determination of the ADR holders who are entitled to receive the dividend or distribution, or to give instructions for the exercise of voting rights at the meeting, subject to the provisions of the deposit agreement. This record date will be as near as practicable to the corresponding record date Barclays sets.

Voting of the Underlying Deposited Securities

When the depositary receives notice of any meeting or solicitation of consents or proxies of holders of ordinary shares, it will, at Barclays written request and as soon as practicable thereafter, mail to the record holders of ADRs a notice including:

•  the information contained in the notice of meeting;

•  a statement that the record holders of ADRs at the close of business on a specified record date will be entitled, subject to any applicable provision of English law, to instruct the depositary as to the exercise of any voting rights pertaining to the ordinary shares represented by their ADSs; and

•  a brief explanation of how the record holders of ADRs may give instructions, including an express indication that the record holders of ADRs may instruct the depositary to give a discretionary proxy to a designated member or members of the Barclays Board if no such instruction is received.

The depositary has agreed that it will endeavor, insofar as practical, to vote or cause to be voted the ordinary shares in accordance with any written non-discretionary instructions of record holders of ADRs that it receives on or before the record date set by the depositary. The depositary will not vote the ordinary shares except in accordance with such instructions or deemed instructions.

If the depositary does not receive instructions from any ADR holder on or before the date the depositary establishes for this purpose, the depositary will deem such holder to have directed the depositary to give a discretionary proxy to a designated member or members of the Barclays Board. However, the depositary will not give a discretionary proxy to a designated member or members of the Barclays Board with respect to any matter as to which Barclays informs the depositary that:

•  Barclays does not wish the proxy to be given;

•  substantial opposition exists; or

•  the rights of holders of the ordinary shares may be materially affected.

Holders of ADRs evidencing ADSs will not be entitled to vote ordinary shares directly.

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Inspection of Transfer Books

The depositary will, at its corporate trust office in New York City, keep books for the registration and transfer of ADRs. These books will be open for inspection by ADR holders at all reasonable times. However, this inspection may not be for the purpose of communicating with ADR holders in the interest of a business or object other than Barclays business or a matter related to the deposit agreement or the ADRs.

Reports and Notices

Barclays will furnish the depositary with Barclays annual reports. The depositary will make available at its corporate trust office in New York City, for any ADR holder to inspect, any reports and communications received from Barclays that are both received by the depositary as holder of ordinary shares and made generally available by Barclays to the holders of those ordinary shares. This includes Barclays annual report and accounts. Upon written request, the depositary will mail copies of those reports to ADR holders as provided in the deposit agreement.

On or before the first date on which Barclays gives notice, by publication or otherwise, of:

•  any meeting of holders of ordinary shares;

•  any adjourned meeting of holders of ordinary shares; or

•  the taking of any action in respect of any cash or other distributions or the offering of any rights in respect of, ordinary shares;

Barclays has agreed to transmit to the depositary and the custodian a copy of the notice in the form given or to be given to holders of the ordinary shares. If requested in writing by Barclays, the depositary will, at Barclays expense, arrange for the prompt transmittal or mailing of such notices, and any other reports or communications made generally available to holders of the ordinary shares, to all holders of ADRs evidencing ADSs.

Amendment and Termination of the Deposit Agreement

The form of ADRs evidencing ADSs and any provisions of the deposit agreement relating to those ADRs may at any time and from time to time be amended by agreement between Barclays and the depositary, without the consent of holders of ADRs, in any respect which Barclays may deem necessary or advisable. Any amendment that imposes or increases any fees or charges, other than taxes and other governmental charges, registration fees, transmission costs, delivery costs or other such expenses, or that otherwise prejudices any substantial existing right of holders of outstanding ADRs evidencing ADSs, will not take effect as to any ADRs until 30 days after notice of the amendment has been given to the record holders of those ADRs. Every holder of any ADR at the time an amendment becomes effective, will be deemed to continue to hold the ADR and to consent and agree to the amendment and to be bound by the Barclays deposit agreement or the ADR as amended. No amendment may impair the right of any holder of ADRs to surrender ADRs and receive in return the ordinary shares represented by the ADSs.

Whenever Barclays directs, the depositary has agreed to terminate the deposit agreement as to ADRs evidencing ADSs by mailing a termination notice to the record holders of all ADRs then outstanding at least 30 days before the date fixed in the notice of termination. The depositary may likewise terminate the deposit agreement as to ADRs evidencing ADSs by mailing a termination notice to Barclays and the record holders of all ADRs then outstanding if at any time 90 days shall have expired since the depositary delivered a written notice to Barclays of its election to resign and a successor depositary shall not have been appointed and accepted its appointment.

If any ADRs evidencing ADSs remain outstanding after the date of any termination, the depositary will then:

•  discontinue the registration of transfers of those ADRs;

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•  suspend the distribution of dividends to holders of those ADRs; and

•  not give any further notices or perform any further acts under the Barclays deposit agreement, except those listed below, with respect to those ADRs.

The depositary will, however, continue to collect dividends and other distributions pertaining to the ordinary shares. It will also continue to sell rights and other property as provided in the deposit agreement and deliver ordinary shares, together with any dividends or other distributions received with respect to them and the net proceeds of the sale of any rights or other property, in exchange for ADRs surrendered to it.

At any time after the expiration of one year from the date of termination of the deposit agreement as to ADRs evidencing ADSs, the depositary may sell the ordinary shares then held. The depositary will then hold uninvested the net proceeds of any such sales, together with any other cash then held by it under the deposit agreement in respect of those ADRs, unsegregated and without liability for interest, for the pro rata benefit of the holders of ADRs that have not previously been surrendered.

Charges of the Depositary

The depositary will charge the party to whom it delivers ADRs against deposits, and the party surrendering ADRs for delivery of ordinary shares or other deposited securities, property and cash, $5.00 or less for each 100, or fraction of 100, ADSs evidenced by the ADRs issued or surrendered. The depositary may charge holders of ADSs a fee for the distribution of securities in an amount equal to the fee that would have been payable if the distributed securities were shares and were deposited for issuance of ADSs. The depositary will charge holders of ADSs a fee of $0.02 or less per ADS per year for depositary services. Barclays will pay all other charges of the depositary and those of any registrar, co-transfer agent and co-registrar under the deposit agreement, but unless otherwise specified, Barclays will not pay:

•  taxes, including issue or transfer taxes, U.K. stamp duty or U.K. SDRT, and other governmental charges;

•  any applicable share transfer or registration fees on deposits or withdrawals of ordinary shares;

•  cable, telex, facsimile transmission and delivery charges which the deposit agreement provides are at the expense of the holders of ADRs or persons depositing or withdrawing ordinary shares;

•  expenses incurred or paid by the depositary in conversion of foreign currency into U.S. dollars; or

•  expenses incurred by the depositary or its agents in connection with servicing the deposited securities.

Holders of ADRs will be responsible for any taxes or other governmental charges payable on their ADRs or on the ordinary shares underlying their ADRs. The depositary may refuse to transfer ADRs or allow holders of ADRs to withdraw the ordinary shares underlying their ADRs until such taxes or other charges are paid. It may apply payments owed to holders of ADRs or sell deposited ordinary shares underlying the ADRs to pay any taxes owed, and holders of ADRs will remain liable for any deficiency. If the depositary sells deposited ordinary shares, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to holders of ADRs any proceeds, or send to holders of ADRs any property, remaining after it has paid the taxes.

General

Neither the depositary nor Barclays will be liable to ADR holders if prevented or forbidden or delayed by any present or future law of any country or by any governmental authority, any present or future provision of Barclays articles of association or of the ordinary shares, or any act of God or war or other circumstances beyond its control in performing its obligations under the deposit agreement. The obligations of each of the depositary and Barclays under the deposit agreement are expressly limited to performing its duties without gross negligence or bad faith.

If any ADSs are listed on one or more stock exchanges in the United States, the depositary will act as registrar or appoint a registrar or one or more co-registrars for registration of the ADRs evidencing the ADSs

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in accordance with any exchange requirements. The depositary may remove the registrars or co-registrars and appoint a substitute(s).

The ADRs evidencing ADSs are transferable on the books of the depositary or its agent. However, the depositary may close the transfer books as to ADRs evidencing ADSs at any time when it deems it expedient to do so in connection with the performance of its duties or at request. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any ADR or withdrawal of any ordinary shares, the depositary or the custodian may require the person presenting the ADR or depositing the ordinary shares to pay a sum sufficient to reimburse it for any related tax or other governmental charge and any share transfer or registration fee and any applicable fees payable as provided in the deposit agreement. The depositary may withhold any dividends or other distributions, or may sell for the account of the holder any part or all of the ordinary shares evidenced by the ADR, and may apply those dividends or other distributions or the proceeds of any sale in payment of the tax or other governmental charge. The ADR holder will remain liable for any deficiency.

Any ADR holder may be required from time to time to furnish the depositary or the custodian with proof satisfactory to the depositary of citizenship or residence, exchange control approval, information relating to the registration on Barclays books or those that the registrar maintains for Barclays for the ordinary shares in registered form, or other information, to execute certificates and to make representations and warranties that the depositary deems necessary or proper. Until those requirements have been satisfied, the depositary may withhold the delivery or registration of transfer of any ADR or the distribution or sale of any dividend or other distribution or proceeds of any sale or distribution or the delivery of any deposited ordinary shares or other property related to the ADR. The delivery, transfer and surrender of ADRs may be suspended during any period when the transfer books of the depositary are closed or if Barclays or the depositary deems it necessary or advisable.

The deposit agreement and the ADRs are governed by and construed in accordance with the laws of the State of New York.

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PRICE HISTORY OF ORDINARY SHARES AND AMERICAN DEPOSITARY SHARES

The following table shows the high and low sales price for the periods indicated, based on mid-market prices at close of business on the London Stock Exchange and the high and low sale price for ADSs as reported on the New York Stock Exchange composite tape.

	25p Ordinary				American Depositary
	Shares				Shares
2008	High		Low		High		Low
	p		p		$		$
By month:
January		508.5		420.75		41.37		33.75
February		520.0		427.5		41.58		33.23
March		462.0		392.5		37.65		31.31
April		504.0		443.75		40.30		35.18
May		476.00		375.00		38.30		29.64
June (through June 24)		365.50		299.75		29.07		23.55
By quarter:
First Quarter 2008		520.0		392.5		41.58		31.31

					American Depositary
	25p Ordinary Shares				Shares
2007	High		Low		High		Low
	p		p		$		$
By month:
December		569.0		499.0		46.90		39.90
By quarter:
First quarter		790.0		673.5		62.46		53.35
Second quarter		756.0		696.0		60.37		55.79
Third quarter		738.5		580.0		60.35		46.61
Fourth quarter		665.5		474.5		54.48		39.86

					American Depositary
	25p Ordinary Shares				Shares
2006	High		Low		High		Low
	p		p		$		$
By quarter:
Fourth quarter		737		676		61.52		51.02
Third quarter		680		586		51.75		42.90
Second quarter		701		588		51.03		43.20
First quarter		684		587.5		48.00		41.80

					American Depositary
	25p Ordinary Shares				Shares
	High		Low		High		Low
	p		p		$		$
2007		790		474.5		62.46		39.86
2006		737		586		61.52		41.80
2005		615		520		47.00		37.16
2004		586		443		45.99		32.78
2003		527		311		36.57		20.30

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DESCRIPTION OF THE OFFERING

The discussion that follows is divided into five sections. Section A concerns the subscription by holders of ADSs. Section B concerns the subscription by holders of ordinary shares. Section C concerns share plans and Sharestore. Section D describes dividends and our dividend policy in connection with the offering. Section E describes the dilutive effects of the offering and the approximate holdings of Qatar Investment Authority, Challenger, SMBC, China Development Bank, Temasek and certain other placees following the offering.

Introduction

We are offering to holders of ordinary shares the ability to subscribe for new ordinary shares and, through The Bank of New York, our depositary and ADS subscription agent, to holders of ADSs the ability to subscribe for new ADSs, representing new ordinary shares. The new ordinary shares are being issued globally; only a portion of them are being offered, sold or issued in the United States pursuant to the open offer. In conjunction with the open offer, we are also conducting a firm placing of 168,918,918 new ordinary shares of Barclays to an investor outside the United States. In addition, certain investors outside the United States have severally committed to purchase the ordinary shares that are not subscribed for in the open offer pursuant to the conditional placing. See “Plan of Distribution”.

Section A. Subscription by Holders of ADSs

This section applies to you if you hold ADSs. If you are a holder of ordinary shares in the United States, see “Section B. Subscription by Holders of Ordinary Shares” below.

Timetable

The expected timetable below lists certain important dates relating to the offering to holders of ADSs of new ADSs pursuant to the open offer.⁽¹⁾ If for any reason it becomes necessary to adjust the expected timetable as set out in this document, Barclays will make an appropriate announcement through Mellon Investor Services LLC giving details of the revised dates. All times referred to in this timetable are New York City times.

June 25, 2008	Announcement of open offer
July 2, 2008	ADS record date at 5:00 p.m.
July 3, 2008	Delivery of notices to ADS holders of their entitlements to subscribe for new ADSs commences
July 3, 2008	Subscription period for new ADSs commences at 9:00 a.m.
July 14, 2008	Subscription period for new ADSs expires at 11:00 a.m.
On or around July 22, 2008	Expected date for issuance and delivery of the new ADSs

⁽¹⁾ Other than the dates prior to the date hereof, all dates are expected and subject to change. No assurance can be given that the issuance and delivery of the new ADSs will not be delayed.

Suspension of Issuance and Cancellation of ADSs

From the announcement of the open offer on June 25, 2008 until 5:00 p.m. on July 2, 2008, the Bank of New York, as depositary of the ADS facility, will suspend the issuance and cancellation of ADSs. Therefore, if a trade to issue new ADSs was initiated prior to June 25, 2008 and scheduled to settle on or following such date, the suspension of the ADS facility on June 25, 2008 will prevent such settlement from occurring, and the party to whom such ADSs will be ultimately issued will not be entitled to participate in the open offer. Please contact Mellon Investor Services LLC, the information agent, for more information.

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ADS Open Offer Record Date

The record date for determining those holders of ADSs who are eligible to participate in the open offer is 5:00 p.m. on July 2, 2008. Purchasers of ADSs whose trades settle after the record date on July 2, 2008 will not be entitled to participate in the open offer. For more information, please contact your financial advisor or Mellon Investor Services LLC, the information agent, if you have purchased or sold, or intend to purchase or sell, ADSs prior to the ADS record date in order to determine whether or not you are eligible to participate in the open offer.

ADS Open Offer Subscription Period

The latest date for receipt of completed subscription forms and payment in full of the amount of the deposit in respect of the subscription price for new ADSs as contemplated above pursuant to the open offer will be 11:00 a.m., New York City time, on July 14, 2008. The ADS subscription period starts after and ends before the subscription period for new ordinary shares.

Subscription for new ADSs is irrevocable upon subscription and may not be canceled or modified after such subscription, except in the limited circumstances described below under “— Withdrawal Rights”. Pursuant to the conditional placing, the conditional placees have agreed to take up, at the subscription price, any new ordinary shares not subscribed for by holders of ADSs under the open offer, subject to the conditions described under “Plan of Distribution” herein. The terms of the arrangements between Barclays and the conditional placees are contained in their respective subscription agreements, details of which are set out under “Plan of Distribution”.

ADS Subscription Forms

You have the right to subscribe for 3 new ADSs for every 14 ADSs you own on the ADS record date. We have arranged for our ADS subscription agent, The Bank of New York, to send registered holders of ADSs an ADS subscription form showing the number of new ADSs for which they are entitled to subscribe. If you are a beneficial owner of ADSs, you should contact your financial intermediary through which you hold ADSs to determine the number of new ADSs for which you are entitled to subscribe.

ADS Subscription Agent

The Bank of New York is acting as agent to accept subscriptions to the new ADSs.

Fractional Entitlements

Fractions of new ADSs will not be allotted in the open offer and fractional entitlements under the open offer will be rounded down to the nearest whole number of new ADSs. Accordingly, if you hold fewer than 5 existing ADSs, you will not be entitled to subscribe for any new ADSs.

ADS Subscription Price

The estimated ADS subscription price is $22.23 per new ADS subscribed. As each ADS represents four ordinary shares, the estimated ADS subscription price is four times the U.S. dollar equivalent of the share subscription price, using an exchange rate of $1.9707 per pound sterling (the Federal Reserve Bank of New York’s noon buying rate on June 24, 2008). The actual subscription price per offered ADS will be four times the ordinary share subscription price of 282 pence, translated into U.S. dollars on or about July 15, 2008.

To subscribe for new ADSs, a holder of existing ADSs must deposit with The Bank of New York, the subscription agent for the ADSs, $24.45 per new ADS so subscribed, which represents 110% of the estimated new ADS subscription price. This additional amount over and above the estimated ADS subscription price is to increase the likelihood that the ADS subscription agent will have sufficient funds to pay the actual ADS subscription price in light of a possible appreciation of the pound sterling against the U.S. dollar between the date hereof and the end of the ADS subscription period and to pay foreign currency conversion expenses, the depositary’s issuance fee of $0.02 per new ADS and to meet the cost of the 1.5%

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U.K. SDRT payable by the depositary in connection with the issue of the ADSs. If the actual U.S. dollar price, plus the issuance fee, currency conversion expenses and SDRT, is less than the deposit amount, the ADS subscription agent will refund such excess U.S. dollar subscription price to the subscribing ADS holder without interest. If there is a deficiency, the ADS subscription agent will not deliver the offered ADSs to such subscribing ADS holder until it has received payment of the deficiency. The ADS subscription agent may sell a portion of your new ADSs to cover the deficiency if not paid within 14 calendar days from notice of the deficiency.

Method of Subscription and Payment

You may subscribe for the offered ADSs as follows:

Subscription by brokers and banks

If you hold ADSs through DTC, you can subscribe for the new ADSs by delivering completed subscription instructions through DTC’s PTOP Function on the “agent subscriptions over PTS” procedure and instructing DTC to charge your applicable DTC account for the ADS deposit amount for the new ADSs and to deliver such amount to the ADS subscription agent. DTC must receive the subscription instructions and the payment of the ADS deposit amount for the new ADSs so as to allow DTC sufficient time to transmit the subscription instructions and payment of the ADS deposit amount to the ADS subscription agent prior to the expiration of the ADS subscription period. If the deposit amount instructions and payment with respect to the new ADSs are not received by the ADS subscription agent by the end of the ADS subscription period, the ADS subscription agent will not be authorized to, and consequently will not, accept any delivery or exercise of subscription instructions with respect to those ADSs.

Subscription by beneficial owners

If you are a beneficial owner of ADSs and wish to subscribe for new ADSs but are neither a DTC participant nor a registered holder of ADSs, you should timely contact the financial intermediary through which you hold ADSs to arrange for subscription of the new ADSs and to arrange for payment of the ADS deposit amount. You are urged to consult your financial intermediary without delay in case your financial intermediary is unable to act immediately.

Subscription by registered holders

If you are a holder of ADSs registered directly with the depositary, you can subscribe for the new ADSs by delivering to the ADS subscription agent a properly completed ADS subscription form and paying in full the ADS deposit amount for the new ADSs. Payment must be made by certified check or bank draft payable to “The Bank of New York — Barclays PLC ADS Open Offer”.

The properly completed ADS subscription form and payment should be delivered to:

By Mail:	By Overnight Courier or By Hand:
The Bank of New York c/o Mellon Investor Services LLC Attn: Corporate Actions Department P.O. Box 3301 South Hackensack, NJ 07606	The Bank of New York c/o Mellon Investor Services LLC 480 Washington Boulevard Attn: Corporate Actions Department Department — 27th Floor Jersey City, NJ 07310

The ADS subscription agent must receive the ADS subscription form and payment of the ADS deposit amount on or before the end of the ADS subscription period. Deposit in the mail will not constitute delivery to the ADS subscription agent. The ADS subscription agent has discretion to refuse to accept any improperly completed or unexecuted ADS subscription form.

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You will elect the method of delivering the ADS subscription form and paying the ADS deposit amount to the ADS subscription agent and you will bear any risk associated with it. If you send the ADS subscription form and payment by mail, you should use registered mail, properly insured, with return receipt requested, and allow sufficient time to ensure delivery to the ADS subscription agent.

Subscriptions and full payment must be received by the ADS subscription agent prior to 11:00 a.m., New York City time, on July 14, 2008.

We and the ADS subscription agent will determine all questions about the timeliness, validity, form and eligibility any subscription for the offered ADSs. In our sole discretion, we may waive any defect or irregularity, or permit you to correct a defect or defects and irregularity within the time we and the ADS subscription agent determine. ADS subscription forms will not be considered received or accepted until we and the ADS subscription agent have waived all irregularities or you have cured them in time. Neither we nor the ADS subscription agent has to notify you of any defect or irregularity in submitting an ADS subscription form. We and the ADS subscription agent will not incur any liability for failing to do so.

By completing and delivering an ADS subscription form, you:

•  represent and warrant that you have the right, power and authority, and have taken all action necessary, to make the subscription under the open offer and to execute, deliver and exercise your rights, and perform your obligations under any contracts resulting therefrom and that you are not a person otherwise prevented by legal or regulatory restrictions from subscribing for the new ADSs or acting on behalf of any such person on a non-discretionary basis;

•  represent and warrant that you were a holder of ADSs as of the ADS record date entitled to subscribe for the new ADSs; and

•  represent and warrant that you are not, nor are you subscribing on behalf of any person who is, a citizen or resident, or which is a corporation, partnership or other entity created or organized in or under any laws, of Australia, Japan or South Africa or any jurisdiction in which the subscription for the new ADSs is prevented by law and you are not subscribing with a view to re-offering, re-selling, transferring or delivering any of the new ADSs which are the subject of your subscription to, or for the benefit of, a person who is a citizen or resident or which is a corporation, partnership or other entity created or organized in or under any laws of Australia, Japan or South Africa or any jurisdiction in which the subscription for new ADS is prevented by law (except where proof satisfactory to us has been provided to us that you are able to accept the invitation by us free of any requirement which we (in our absolute discretion) regard as unduly burdensome), nor acting on behalf of any such person on a non-discretionary basis nor (a) person(s) otherwise prevented by legal or regulatory restrictions from subscribing for new ADSs under the open offer.

If you do not wish to subscribe for any new ADSs under the open offer, you should not complete or return the ADS subscription form.

Unexercised Entitlements

The open offer is not a rights issue. New ADSs not subscribed for under the open offer will not be sold in the open market for the benefit of those who do not subscribe under the open offer, and ADS holders who do not subscribe for new ADSs will have no rights under the open offer. Any new ordinary shares which are not subscribed for by holders of ADSs under the open offer will be issued to the conditional placees pursuant to the conditional placing subject to the terms and conditions of the relevant subscription agreements, with the proceeds retained for the benefit of Barclays. See “Plan of Distribution”.

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Partial Subscription for New ADSs

Subject to the requirements for the subscription for new ADSs contained herein:

•  in the event that you are a registered holder of ADSs and you wish to subscribe for only a portion of the new ADSs available to you, you will need to deliver the applicable ADS subscription form to the ADS subscription agent indicating the number of new ADSs subscribed for; or

•  in the event that you are a beneficial owner of ADSs and you wish to subscribe for only a portion of the new ADSs available to you, you will need to instruct the financial intermediary through which you hold your ADSs to subscribe only for the applicable number of new ADSs.

Condition of the Open Offer

The open offer is conditional only on admission of the new ordinary shares to the official list of the U.K. Listing Authority and to trading on the London Stock Exchange becoming effective by not later than 8:00 a.m. on July 22, 2008 (or such later time and/or date as we may determine, not being later than 8:00 a.m. on August 6, 2008). Accordingly, if this condition is not satisfied the open offer will not proceed and any subscriptions made by shareholders will be rejected. In such circumstances, payments will be returned without payment of interest, as soon as practicable thereafter.

Dealings in New ADSs

We will apply to list the new ADSs on the New York Stock Exchange. We expect the listing to become effective on or about July 22, 2008.

Delivery of New ADSs

The ADS depositary will deliver the new ADSs as soon as practicable after the delivery of the underlying new ordinary shares to the depositary’s custodian by credit to its book-entry account in CREST expected to be on or around July 22, 2008.

Ranking

The new ADSs will rank pari passu with the existing ADSs. If you have elected to receive dividends by way of ordinary shares under The Bank of New York’s Global Buy Direct Program in respect of Barclays, this election will continue unless a new election is made to receive a cash dividend. Such new election must be made by September 10, 2008 to be effective for the interim dividend that is intended to be paid on October 1, 2008.

Withdrawal Rights

To the extent reasonably feasible, Barclays will cause the ADS subscription agent to seek to extend to ADS holders who have subscribed into the open offer withdrawal rights if and to the extent that holders of ordinary shares are entitled to exercise or direct the exercise of statutory withdrawal pursuant to applicable U.K. statute (section 87Q(4) of the Financial Services and Markets Act 2000) after the issue by Barclays of a prospectus supplementing its U.K. prospectus that has been approved by the U.K. Listing Authority in connection with the open offer. To exercise any such withdrawal rights, you will have to lodge a written notice of withdrawal within two business days in England and Wales commencing on the business day immediately after the date on which the supplementary prospectus is published, which would be announced by the U.S. information agent, but in any event prior to 11:00 a.m., New York City time, on July 14, 2008. The withdrawal notice must include the full name and address of the person wishing to exercise withdrawal rights. The notice of withdrawal must be deposited by hand only (during normal business hours only) with The Bank of New York, as ADS subscription agent, at 480 Washington Blvd., 27th Floor, Jersey City, New Jersey, 07310 or sent by facsimile at 201-680-4626 to the ADS subscription agent so as to be received before the end of the withdrawal period. If the person exercising withdrawal rights has deposited an ADS subscription form, the withdrawal notice must include an original signature signed in the

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same manner as the related ADS subscription form. Notice of withdrawal given by any other means or which is deposited with the ADS subscription agent after the expiry of such period will not constitute a valid withdrawal. In no case will Barclays permit the exercise of withdrawal rights after payment by the relevant person for new ADSs subscribed for in full and the allotment of such new ADSs to such person has become unconditional (as a result of the condition described above under “— Condition of the Open Offer” having been satisfied) save to the extent required by U.K. law. In such event, holders of ADSs are advised to seek independent legal advice.

The Information Agent and ADS Holder Helpline

Mellon Investor Services LLC is acting as information agent for the ADS open offer. If you have any questions on the subscription of new ADSs, please telephone 1-877-282-6527 (toll-free from the United States and Canada) or 1-201-680-6579 (collect from outside the United States and Canada). This helpline is available from 9:00 a.m. to 7:00 p.m. (New York City time) Monday to Friday.

Please note that the helpline will only be able to provide you with information contained in the prospectus, and will not be able to give advice on the merits of the open offer or to provide financial advice.

Section B. Subscription by Holders of Ordinary Shares

This section applies to you if you hold ordinary shares in certificated form and not ADSs.

If you hold your shares in uncertificated form in CREST, the U.K. system of paperless settlement of trades and the holder of uncertificated securities (“CREST”) operated by Euroclear U.K. & Ireland Limited, the operator of CREST, the procedures for subscribing for new ordinary shares in the open offer are different from those described in this Section B. If you hold your shares in uncertificated form via CREST, you should contact your financial intermediary or nominee through which you hold your shares for more information to subscribe for new ordinary shares. If you do not know whether you hold your ordinary shares in certificated form or in CREST, you should contact Mellon Investor Services LLC by calling toll-free from the United States and Canada at 1-877-282-6527 or collect from outside the United States and Canada at 1-201-680-6579.

Timetable

The timetable for the offering is envisaged as follows.⁽¹⁾ If for any reason it becomes necessary to adjust the expected timetable as set out in this document, Barclays will make an appropriate announcement through Mellon Investor Services LLC giving details of the revised dates. All times referred to in this timetable are London time.

June 24, 2008	Record date and entitlement under the open offer (close of business)
June 25, 2008	Announcement and publication of prospectus and subscription forms
June 26, 2008	Ex-entitlement date for the open offer
July 10, 2008	Recommended latest time and date for requesting withdrawal of entitlements to subscribe in the open offer from CREST (4:30 p.m.)
July 14, 2008	Latest time and date for depositing entitlements to subscribe in the open offer into CREST (3:00 p.m.)
July 15, 2008	Latest time and date for splitting subscription forms (to satisfy bona fide market claims only) (3:00 p.m.)
July 17, 2008	Latest time and date for receipt of completed subscription forms and payment in full under the open offer and settlement of relevant CREST instruction (as appropriate) (11:00 a.m.)
July 22, 2008	Admission and commencement of dealings in new ordinary shares (8:00 a.m.)
July 25, 2008	Dispatch of definitive share certificates for new ordinary shares in certificated form

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⁽¹⁾ Other than the dates prior to the date hereof, all dates are expected and subject to change. No assurance can be given that the issuance and delivery of the new ordinary shares will not be delayed.

Ordinary Share Open Offer Record Date

The record date for determining those holders of ordinary shares who are eligible to participate in the ordinary share open offer is close of business in London on June 24, 2008.

Ordinary Share Open Offer Subscription Period

Completed ordinary share subscription forms and payment should be returned so as to be received by Equiniti Limited, the ordinary share registrar (the “Registrar”), no later than 11:00 a.m., London time, on July 17, 2008.

Subscription for new ordinary shares is irrevocable upon subscription and may not be cancelled or modified after such subscription, except for the limited circumstances as described below under “— Withdrawal Rights”. The conditional placees have agreed subject to the conditions described under “Plan of Distribution” herein to subscribe for the new ordinary shares offered in the open offer and not taken up by valid subscriptions by shareholders under the open offer at the issue price. The terms of the arrangements between Barclays and the conditional placees are contained in their respective subscription agreements, details of which are set out under “Plan of Distribution”.

Ordinary Share Subscriptions

You have the right to subscribe for up to 3 new ordinary shares for every 14 ordinary shares you own on the ordinary share record date.

You may subscribe for any number of new ordinary shares up to and including your pro rata entitlement which is equal to the number of new ordinary shares shown on your ordinary share subscription form. No subscription for new ordinary shares in excess of this pro rata entitlement will be met and any shareholder so subscribing, and whose subscription is otherwise valid in all respects, will be deemed to have subscribed for the maximum entitlement as specified on the ordinary share subscription form, or as otherwise notified to him or her (and any monies received in excess of the amount due will be returned to the shareholder, without interest as soon as practicable thereafter by way of check at the shareholder’s sole risk).

Bona Fide Market Claims

Subscriptions to acquire new ordinary shares may only be made on the ordinary share subscription form and may only be made by the holder of ordinary shares named in it or by a person entitled by virtue of a bona fide market claim in relation to a purchase of existing ordinary shares through the market prior to the date upon which the existing ordinary shares were marked “ex” the entitlement to participate in the open offer. Ordinary share subscription forms may not be assigned, transferred or split, except to satisfy bona fide market claims up to 3:00 p.m., London time, on July 15, 2008. The ordinary share subscription form is not a negotiable document and cannot be separately traded. If you are a holder of ordinary shares who has sold or otherwise transferred all or part of your holding of existing ordinary shares prior to the date upon which the existing ordinary shares were marked “ex” the entitlement to participate in the open offer, you should consult your broker or other professional adviser as soon as possible, as the invitation to acquire new ordinary shares under the open offer may be a benefit which may be claimed by the transferee. If you have sold all or part of your registered holdings, you should complete Box 4 on the ordinary share subscription form that you may have received and immediately send it to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The ordinary share subscription form should not, however, be forwarded to or transmitted in or into Australia, Japan or South Africa. You should follow the procedures set out in the accompanying ordinary share subscription form.

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Procedures for Subscription

You may subscribe for all or any of the new ordinary shares to which you are entitled and should complete the ordinary share subscription form in accordance with the instructions printed on it. Completed ordinary share subscription forms should be posted in the accompanying reply-paid envelope or returned by post or by hand (during normal office hours in London only) to the Registrar to Barclays PLC, Corporate Actions, The Causeway, Worthing, West Sussex BN99 6DA (who will act as receiving agent in connection with the open offer for new ordinary shares) so as to be received by the Registrar by no later than 11:00 a.m., London time, on July 17, 2008, after which time the subscriptions will not be valid. Subscriptions, once made, will be irrevocable and receipt thereof will not be acknowledged.

Completed ordinary share subscription forms should be returned with a check or banker’s draft drawn in sterling on a bank or building society in the U.K. which is either a member of the Check and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or a member of either of the committees of the Scottish or Belfast Clearing Houses or which has arranged for its check and banker’s drafts to be cleared through facilities provided by any of those companies or committees. Such checks or banker’s drafts must bear the appropriate sort code in the top right-hand corner and must be for the full amount payable on application. Checks should be drawn on a personal account in respect of which the shareholder has sole or joint title to the funds and should be made payable to “Barclays PLC — Open Offer” and crossed “A/C Payee Only”. Third party checks (other than building society checks or banker’s drafts where the building society or bank has confirmed that the relevant shareholder has title to the underlying funds) will be subject to the Money Laundering Regulations which would delay you from receiving their new ordinary shares (see “— Money Laundering Regulations” below). Payments via CHAPS, BACS or electronic transfer will not be accepted.

Checks and banker’s drafts will be presented for payment on receipt and it is a term of the open offer for new ordinary shares that checks and banker’s drafts will be honored on first presentation. We may elect to treat as valid or invalid any subscriptions made by eligible shareholders in respect of which checks are not so honored. If checks or banker’s drafts are presented for payment before the conditions of the placing and open offer are fulfilled, the subscription monies will be kept in a separate interest bearing bank account with any interest being retained for us until all conditions are met. If the placing and open offer do not become unconditional, no new ordinary shares will be issued, and all monies will be returned (at the subscriber’s sole risk), without payment of interest, to subscribers as soon as practicable following the lapse of the placing and open offer.

If you are a beneficial owner of ordinary shares and you wish to subscribe for new ordinary shares, you should timely contact the financial intermediary through which you hold ordinary shares to arrange for the subscription of the new ordinary shares and to arrange payment of the new ordinary shares.

We may in our sole discretion, but shall not be obliged to, treat an ordinary share subscription form as valid and binding on the person by whom or on whose behalf it is lodged, even if not completed in accordance with the relevant instructions or not accompanied by a valid power of attorney where required, or if it otherwise does not strictly comply with the terms and conditions of the open offer. We further reserve the right (but shall not be obliged) to accept either:

•  ordinary share subscription forms received after 11:00 a.m., London time, on July 17, 2008; or

•  ordinary share subscriptions in respect of which remittances are received before 11:00 a.m., London time, on July 17, 2008 from authorized persons (as defined in the U.K. Financial Services and Markets Act 2000) specifying the new ordinary shares subscribed for and undertaking to lodge the ordinary share subscription form in due course but, in any event, within two business days.

Multiple ordinary share subscription forms will not be accepted. All documents and remittances sent by post by or to you (or as you may direct) will be sent at your own risk.

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By completing and delivering an ordinary share subscription form, you:

•  represent and warrant that you have the right, power and authority, and have taken all action necessary, to make the application under the open offer and to execute, deliver and exercise your rights, and perform your obligations under any contracts resulting therefrom and that you are not a person otherwise prevented by legal or regulatory restrictions from subscribing for the new ordinary shares or acting on behalf of any such person on a non-discretionary basis;

•  agree that all subscriptions under the open offer and contracts resulting therefrom shall be governed by and construed in accordance with the laws of England;

•  represent and warrant that you are a qualifying shareholder originally entitled to subscribe for the new ordinary shares or that you received such entitlements by virtue of a bona fide market claim;

•  represent and warrant that if you have received some or all of your entitlement to subscribe to new ordinary shares from a person other than us, you are entitled to subscribe under the open offer in relation to such entitlements by virtue of a bona fide market claim;

•  request that the new ordinary shares, to which you will become entitled, be issued to you on the terms set out in this prospectus and the ordinary share subscription form;

•  represent and warrant that you are not, nor are you subscribing on behalf of any person who is, a citizen or resident, or which is a corporation, partnership or other entity created or organized in or under any laws, of Australia, Japan or South Africa or any jurisdiction in which the subscription for the new ordinary shares is prevented by law and you are not subscribing with a view to re-offering, re-selling, transferring or delivering any of the new ordinary shares which are the subject of your subscription to, or for the benefit of, a person who is a citizen or resident or which is a corporation, partnership or other entity created or organized in or under any laws of Australia, Japan or South Africa or any jurisdiction in which the subscription for new ordinary shares is prevented by law (except where proof satisfactory to us has been provided to us that you are able to accept the invitation by us free of any requirement which it (in its absolute discretion) regards as unduly burdensome), nor acting on behalf of any such person on a non-discretionary basis nor (a) person(s) otherwise prevented by legal or regulatory restrictions from subscribing for new ordinary shares under the open offer; and

•  represent and warrant that you are not, nor are you subscribing as nominee or agent for, a person who is or may be liable to notify and account for tax under the U.K. Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 93 (depository receipts) or section 96 (clearance services) of the U.K. Finance Act 1986.

If you do not wish to subscribe for any new ordinary shares under the open offer, you should not complete or return the ordinary share subscription form.

Deposits into, and Withdrawals from, CREST

If you have received an ordinary share subscription form in respect of your entitlement to new ordinary shares, you can convert your entitlement into an uncertificated entitlement by depositing such entitlement into CREST. Normal CREST procedures (including timings) apply in relation to any such deposit, subject to the conditions as set out in the ordinary share subscription form. Similarly, entitlements to subscribe for new ordinary shares held in CREST may be withdrawn from CREST so that the entitlement under the open offer is reflected in an ordinary share subscription form. For more information on the procedure to deposit your entitlements into CREST and to then subscribe for new ordinary shares via CREST or to withdraw your entitlement from CREST, contact your nominee for advice on how to take such actions. If you do not have a nominee that is a sponsor of CREST, contact Mellon Investor Services LLC, the information agent, for more information.

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Fractional Entitlements

Fractions of new ordinary shares will not be allotted in the open offer and fractional entitlements under the open offer will be rounded down to the nearest whole number of new ordinary shares. Accordingly, if you hold fewer than 5 existing ordinary shares, you will not be entitled to subscribe for any new ordinary shares.

Ordinary Share Issue Price

You will need to pay the ordinary share issue price of 282 pence for each new ordinary share that you wish to subscribe for. The issue price of 282 per new ordinary share represents a 9.3% discount to the closing mid-market price of 310.75 per ordinary share on June 24, 2008.

Method of Subscription and Payment

Shareholders who hold their existing ordinary shares in certificated form will be allotted new ordinary shares in certificated form. Shareholders who hold part of their existing ordinary shares in uncertificated form will be allotted new ordinary shares in uncertificated form to the extent that their entitlement to new ordinary shares arises as a result of holding existing ordinary shares in uncertificated form.

If you do not wish to subscribe for new ordinary shares, you should neither complete nor return the ordinary share subscription form.

All payments must be in pounds sterling.

Withdrawal Rights

Under U.K. statute (section 87Q(4) of the Financial Services and Markets Act 2000), persons are entitled to exercise or direct the exercise of statutory withdrawal after the issue by Barclays of a prospectus supplementing its U.K. prospectus that has been approved by the U.K. Listing Authority in connection with the open offer. To exercise any such withdrawal right, you will have to lodge a written notice of withdrawal within two business days in England and Wales commencing on the business day immediately after the date on which the supplementary prospectus is published, which would be announced by the U.S. information agent. The withdrawal notice must include the full name and address of the person wishing to exercise statutory withdrawal rights. If such persons hold their ordinary shares through CREST, they should contact their financial intermediary for more information on the procedure to exercise withdrawal rights in these circumstances. The notice of withdrawal must be deposited by hand only (during normal business hours only) with the Registrar to Barclays PLC, Corporate Actions, The Causeway, Worthing, West Sussex BN99 6DA or by facsimile to Registrar (please call the Registrar on 0871 384 2903 or, if calling from outside the U.K. on +44121 415 0250 for further details) so as to be received before the end of the withdrawal period. Notice of withdrawal given by any other means or which is deposited with the Registrar after the expiry of such period will not constitute a valid withdrawal, provided that Barclays will not permit the exercise of withdrawal rights after payment by the relevant person for new ordinary shares subscribed for in full and the allotment of such new ordinary shares to such person becoming unconditional save to the extent required by statute. In such event, shareholders are advised to seek independent legal advice.

Condition of the Open Offer

The open offer is conditional only on admission of the new ordinary shares to the official list of the U.K. Listing Authority and to trading on the London Stock Exchange becoming effective by not later than 8:00 a.m., London time, on July 22, 2008 (or such later time and/or date as the Company may determine, not being later than 8:00 a.m. on August 6, 2008). Accordingly, if this condition is not satisfied the open offer will not proceed and any subscriptions made by shareholders will be rejected. In such circumstances, payments will be returned without payment of interest, as soon as practicable thereafter.

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Unexercised Entitlements

The open offer is not a rights offer. New ordinary shares not subscribed for under the open offer will not be sold in the open market for the benefit of those who do not apply under the open offer and ordinary shareholders will have no rights under the open offer. Your entitlement to subscribe for new ordinary shares is not transferable, except in limited circumstances in connection with bona fide market claims as discussed above under “— Bona Fide Market Claims.” Any new ordinary shares which are not subscribed for by holders of ordinary shares under the open offer will be issued to the conditional placees subject to the terms and conditions of the relevant subscription agreements, with the proceeds retained for the benefit of Barclays. See “Plan of Distribution.”

Dealings in New Ordinary Shares

We will apply for admission of the new ordinary shares to listing on the official list of the U.K. Listing Authority and to trading on the London Stock Exchange. It is expected that the admission to listing on the official list of the U.K. Listing Authority and to trading on the London Stock Exchange become effective on July 22, 2008 and that dealings for normal settlement in the new ordinary shares will commence at 8:00 a.m., London time, on the same day.

Delivery of New Ordinary Shares

Share certificates in respect of the new ordinary shares validly applied for are expected to be dispatched by post by July 25, 2008. No temporary documents of title will be issued; pending the issue of definitive certificates, transfers will be certified against the U.K. share register of Barclays. All documents or remittances sent by or to applicants, or as they may direct, will be sent through the post at their own risk.

Ranking

When issued and fully paid, the new ordinary shares will rank pari passu with the existing ordinary shares.

The Information Agent and Shareholder Helpline

Mellon Investor Services LLC is acting as information agent for the open offer for new ordinary shares. If you have any questions on the subscription of new ordinary shares, please telephone 1-877-282-6527 (toll-free from the United States and Canada) or 1-201-680-6579 (collect from outside the United States and Canada). This helpline is available from 9:00 a.m. to 7:00 p.m. (New York City time) Monday to Friday.

Please note that the helpline will only be able to provide you with information contained in the prospectus, and will not be able to give advice on the merits of the open offer or to provide financial advice.

Money Laundering Regulations

To ensure compliance with the U.K. Money Laundering Regulations 1993 (SI 1993 No. 1933), as amended, and the U.K. Money Laundering Regulations 2003 (SI 2003 No. 3075) (the “Money Laundering Regulations”), the Registrar may require, at its absolute discretion, verification of the identity of the person by whom or on whose behalf the ordinary share subscription form is lodged with payment (which requirements are referred to below as the “verification of identity requirements”). If the ordinary share subscription form is submitted by a U.K. regulated broker or intermediary acting as agent and which is itself subject to the Money Laundering Regulations, any verification of identity requirements are the responsibility of such broker or intermediary and not of the Registrar. In such case, the lodging agent’s stamp should be inserted on the ordinary share subscription form.

The person lodging the ordinary share subscription form with payment and in accordance with the other terms as described above (the “acceptor”), including any person who appears to the Registrar to be acting on behalf of some other person, accepts the open offer in respect of such number of new ordinary shares as is referred to therein shall thereby be deemed to agree to provide the Registrar with such

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information and other evidence as the Registrar may require to satisfy the verification of identity requirements.

If the Registrar determines that the verification of identity requirements apply to any acceptor or application, the relevant new ordinary shares (notwithstanding any other term of the open offer) will not be issued to the relevant acceptor unless and until the verification of identity requirements have been satisfied in respect of that acceptor or application. The Registrar is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any acceptor or application and whether such requirements have been satisfied, and neither the Registrar nor the Company will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.

If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays in the delivery of share certificates or in crediting CREST accounts. If, within a reasonable time following a request for verification of identity, the Registrar has not received evidence satisfactory to it as aforesaid, the Company may, in its absolute discretion, treat the relevant application as invalid, in which event the monies payable on acceptance of the open offer will be returned (at the acceptor’s risk) without interest to the account of the bank or building society on which the relevant check or banker’s draft was drawn.

Submission of an ordinary share subscription form with the appropriate remittance will constitute a warranty from the applicant that the Money Laundering Regulations will not be breached by application of such remittance.

The verification of identity requirements will not usually apply:

(i)  if the applicant is an organization required to comply with the Money Laundering Directive (the Council Directive on prevention of the use of the financial system for the purpose of money laundering (no. 91/308/EEC)); or

(ii)  if the acceptor is a regulated United Kingdom broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations; or

(iii)	if the subscriber (not being a subscriber who delivers his subscription in person) makes payment by way of a check drawn on an account in the subscriber’s name; or
(iv)	if the aggregate subscription price for the new ordinary shares is less than €15,000 (approximately £12,000).

In other cases the verification of identity requirements may apply. Satisfaction of these requirements may be facilitated in the following ways:

(a)  if payment is made by check or banker’s draft in sterling drawn on a branch in the United Kingdom of a bank or building society which bears a U.K. bank sort code number in the top right hand corner the following applies. Checks should be made payable to “Barclays PLC — Open Offer” and crossed “A/C Payee Only”. Third party checks will not be accepted with the exception of building society checks or bankers’ drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the checks/bankers’ draft to such effect. However, third party checks will be subject to the Money Laundering Regulations which would delay shareholders receiving their new ordinary shares. The account name should be the same as that shown on the ordinary share subscription form; or

(b)  if the ordinary share subscription form is lodged with payment by an agent which is an organization of the kind referred to in (i) above or which is subject to anti-money laundering regulation in a country which is a member of the Financial Action Task Force (the non-European Union members of which are Argentina, Australia, Brazil, Canada, China, Gibraltar, Hong Kong, Iceland, Japan, Mexico, New Zealand, Norway, Russian Federation, Singapore, South Africa, Switzerland, Turkey, U.K. Crown Dependencies and the U.S. and, by virtue of their

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membership of the Gulf Cooperation Council, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates), the agent should provide with the ordinary share subscription form written confirmation that it has that status and a written assurance that it has obtained and recorded evidence of the identity of the person for whom it acts and that it will on demand make such evidence available to the Registrar. If the agent is not such an organization, it should contact the Registrar at Corporate Actions, The Causeway, Worthing, West Sussex BN99 6DA.

To confirm the acceptability of any written assurance referred to in (b) above, or in any other case, the acceptor should contact the Registrar. The telephone number of the Registrar is 0871 384 2903 or +44 121 415 0250 if calling from outside the United Kingdom.

If the ordinary share subscription form(s) is/are in respect of new ordinary shares with an aggregate subscription price of €15,000 (approximately £12,000) or more and is/are lodged by hand by the acceptor in person, or if the ordinary share subscription form(s) in respect of new ordinary shares is/are lodged by hand by the acceptor and the accompanying payment is not the acceptor’s own check, he or she should ensure that he or she has with him or her evidence of identity bearing his or her photograph (for example, his or her passport) and separate evidence of his or her address.

If, within a reasonable period of time following a request for verification of identity, and in any case by no later than 11:00 a.m., London time, on July 17, 2008, the Registrar has not received evidence satisfactory to it as aforesaid, the Registrar may, at its discretion, as agent of the Company, reject the relevant subscription, in which event the monies submitted in respect of that subscription will be returned without interest to the account at the drawee bank from which such monies were originally debited (without prejudice to the rights of the Company to undertake proceedings to recover monies in respect of the loss suffered by it as a result of the failure to produce satisfactory evidence as aforesaid).

Section C. Share Plans and Sharestore

U.S. participants in the following employee share plans and U.S. participants holding through the Barclays-sponsored Sharestore nominee program will be able to participate in the open offer.

Barclays Group Share Incentive Plan (“Sharepurchase”).  Sharepurchase participants in the United States are being given the opportunity to subscribe for new ordinary shares in the open offer. Qualifying participants will be informed by the Sharepurchase trustee or a nominee on their behalf of their entitlement and will be required to complete a subscription form provided to them by the trustee if they elect to participate in the open offer. The subscription form will include the same representations described above under “Section B. Subscription by Holders of Ordinary Shares — Procedures for Subscription.” If you are a U.S. Sharepurchase participant, you may contact the Registrar for more information at +44 121 415 0250.

Barclays PLC Executive Share Award Scheme (“ESAS/EPP”).  U.S. participants under our ESAS/EPP are being given the opportunity to subscribe for new ordinary shares in the open offer. Such participants may subscribe for new ordinary shares in respect of ordinary shares that have been released following the third anniversary of their ESAS/EPP awards and that are held on their behalf by Appleby Nominees (Jersey) Limited (the “ESAS/EPP Nominee”), as nominee. Such participants may instruct the ESAS/EPP Nominee to subscribe for new ordinary shares on their behalf using an instruction form that the ESAS/EPP Nominee will provide them. ESAS/EPP participants should send their completed instruction form and corresponding payment to the ESAS/EPP Nominee in accordance with the dates communicated to them by the ESAS/EPP Nominee. If you are a U.S. ESAS/EPP participant, you may contact the ESAS/EPP Nominee for more information at +44 1534 818 450.

Sharestore.  U.S. beneficial owners of ordinary shares, who hold their shares through the Barclays-sponsored Sharestore nominee program, may participate in the open offer by instructing the Sharestore nominee, Equiniti Corporate Nominees Limited (the “Sharestore Nominee”), to subscribe for new ordinary shares in the open offer on their behalf using an instruction form that the Sharestore Nominee will provide them. The subscription form will include the same representations described above under “Section B. Subscription by Holders of Ordinary Shares — Procedures for Subscription.” If you are a Sharestore member, you may contact the Sharestore Nominee for more information at 0871 384 2903, if calling from inside the U.K., or at +44 121 415 0250, if calling from outside the U.K.

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Section D. Dividends and Dividend Policy

The new ordinary shares and new ADSs will rank pari passu with the existing ordinary shares and existing ADSs, respectively, for all dividends and other distributions (if any) declared, paid or made by us following admission of the new ordinary shares to the official list of the U.K. Listing Authority and to trading on the London Stock Exchange, including the right to receive any dividend payable in respect of the six months ending June 30, 2008. We expect to maintain the 2008 interim dividend at 11.5 pence per ordinary share (2007: 11.5 pence).

Our policy is to pay cash dividends (unless the relevant shareholder has elected under the Dividend Reinvestment Plan or the relevant ADS holder has elected under The Bank of New York’s Global Buy Direct Program, as applicable, to receive ordinary shares instead) and to grow dividends per ordinary share broadly in line with the rate of growth in underlying earnings per ordinary share and for dividends to be broadly twice covered by earnings. We continue to believe that the policy remains appropriate given the strength of Barclays diversified businesses and the ability to generate sustainable long-term returns.

We anticipate that, in the short term, underlying earnings per ordinary share may be lower as a consequence of the issuance of the new ordinary shares, including the new ADSs. It is our current intention, in the absence of unforeseen circumstances, to continue the payment of dividends in cash and at the dividend per ordinary share levels declared in respect of 2007, until such time as dividends are more than twice covered by earnings.

Section E. Dilution and Estimated Ownership of Certain Investors

Dilution.  Following the issue of the new ordinary shares, in the form of ordinary shares and in the form of ADS, to be allotted pursuant to the placing and open offer, holders of ordinary shares and ADSs who take up their full entitlements in respect of the open offer will suffer a dilution of 2.1% to their interests in Barclays. Holders of ordinary shares and ADSs who do not take up any of their entitlements in respect of the open offer will suffer a dilution of approximately 19.4% to their interests in Barclays.

Estimated Ownership of Certain Investors.  Following allotment and issue of all of the new ordinary shares pursuant to the firm placing and the placing and open offer, Qatar Investment Authority will hold up to a maximum of 625,426,689 ordinary shares, depending upon the outcome of the open offer. This will give Qatar Investment Authority a holding of up to approximately 7.7% of the ordinary shares of Barclays expected to be in issue following the firm placing and the placing and open offer.

Following allotment and issue of all of the new ordinary shares pursuant to the firm placing and the placing and open offer, Challenger will hold up to a maximum of 189,007,092 ordinary shares, depending upon the outcome of the open offer. This will give Challenger a holding of up to approximately 2.3% of the ordinary shares of Barclays expected to be in issue following the firm placing and placing and open offer.

Following allotment and issue of all of the new ordinary shares pursuant to the firm placing and the placing and open offer, SMBC will hold 168,918,918 ordinary shares, approximately 2.1% of the ordinary shares of Barclays expected to be in issue following the firm placing and the placing and open offer.

Following allotment and issue of all the new ordinary shares pursuant to the firm placing and the placing and open offer, China Development Bank will hold at least 244,543,650 ordinary shares (being the existing ordinary shares held by China Development Bank and the new ordinary shares which it has undertaken to take up in respect of its entitlement to subscribe for such shares under the open offer) and up to a maximum of 249,723,071 ordinary shares, depending upon the outcome of the open offer. This will give China Development Bank a holding of between approximately 3.0% and 3.1% of the ordinary shares of Barclays expected to be in issue following the firm placing and the placing and open offer.

Following allotment and issue of all of the new ordinary shares pursuant to the firm placing and the placing and open offer, Temasek will hold at least 135,454,396 ordinary shares (being the existing ordinary shares held by Temasek) and up to a maximum of 233,893,403 ordinary shares, depending upon the outcome of the open offer (assuming that Temasek takes up its entitlement to subscribe for new ordinary shares in full under the open offer and its maximum commitment under the Temasek Subscription Agreement (2008)). This will give Temasek a holding of between approximately 1.7% and 2.9% of the ordinary shares of Barclays expected to be in issue following the firm placing and the placing and open offer.

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The potential holdings of the certain other placees are set out in “Plan of Distribution — Subscription Agreements — Placing Agreements”.

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TAX CONSIDERATIONS

Investors are urged to consult their own legal, financial or tax advisors with respect to their individual tax consequences relating to the open offer.

The observations below are of a general and summary nature only and are not meant to replace competent professional advice. Individual situations of shareholders may vary from the description made below.

U.S. Tax Considerations

YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISORS AS TO THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE OPEN OFFER ENTITLEMENTS AND NEW ORDINARY SHARES OR ADSs, AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES.

This section describes the material United States federal income tax consequences of the open offer to shareholders and of owning the new ordinary shares or ADSs. It applies only to a shareholder who is a U.S. holder (as defined below), that acquires the new ordinary shares or ADSs in the open offer and holds its new ordinary shares or ADSs as capital assets for tax purposes. This section does not apply to a shareholder that is a member of a class of holders subject to special rules, such as:

•  a dealer in securities or currencies;

•  a trader in securities that elects to use a mark-to-market method of accounting for securities holdings;

•  a bank;

•  a life insurance company;

•  a tax-exempt organization;

•  a person liable for alternative minimum tax;

•  a person that actually or constructively owns 10% or more of our voting stock;

•  a person that holds the new ordinary shares or ADSs as part of a straddle or a hedging or conversion transaction; or

•  a person whose functional currency for tax purposes is not the U.S. dollar.

This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations under the Internal Revenue Code, published rulings and court decisions all as currently in effect, as well as on the Double Taxation Convention between the U.K. and U.S. as entered into force in March 2003 (the “Treaty”). These laws are subject to change, possibly on a retroactive basis. In addition, this section is based in part upon the representations of the ADR depositary and the assumption that each obligation of the deposit agreement and any related agreement will be performed in accordance with its terms

You are a U.S. holder if you are a beneficial owner of the new ordinary shares or ADSs and you are:

•  a citizen or resident of the United States;

•  a domestic corporation;

•  an estate whose income is subject to United States federal income tax regardless of its source; or

•  a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.

If a partnership holds the new ordinary shares or ADSs, the United States federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A

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partner in a partnership holding the new ordinary shares or ADSs should consult its tax advisor with regard to the United States federal income tax treatment of an investment in the new ordinary shares or ADSs.

In general, and taking into account the earlier assumptions, for United States federal income tax purposes, if you hold ADRs evidencing ADSs, you will be treated as the owner of the new ordinary shares represented by those ADRs. Exchanges of new ordinary shares for ADRs, and ADRs for new ordinary shares, generally will not be subject to United States federal income tax.

Consequences of the Open Offer

The entitlement to subscribe for new ordinary shares or ADSs under the open offer should not be taxable to the shareholders. The receipt of new ordinary shares or ADSs from Barclays by a shareholder that subscribed for the new ordinary shares or ADSs, pursuant to the terms of the open offer, should not be taxable.

The tax basis in the entitlement should be zero unless a shareholder properly elects in its tax return for the taxable year in which the entitlement to apply for new ordinary shares or ADSs is offered, to allocate the tax basis of the shareholder’s existing ordinary shares or ADSs held before the open offer between the existing ordinary shares or ADSs and the entitlements in proportion to their respective fair market values. The tax basis in each new ordinary share or ADSs received when the shareholder subscribes to the new ordinary shares or ADSs under the open offer will equal the subscription price plus the tax basis, if any, for the entitlement.

The holding period of the new ordinary shares or ADSs received from Barclays by a shareholder that subscribed to the new ordinary shares or ADSs under the open offer should begin on the day the shareholder receives the new ordinary share.

The New Ordinary Shares

Dividends and Distribution.  Subject to the passive foreign investment company rules discussed below, a shareholder will include in its gross income the gross amount of any dividend paid by Barclays out of its current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, as ordinary income when the dividend is actually or constructively received by the U.S. holder. Dividends paid to a non-corporate shareholder in taxable years beginning before January 1, 2011 that constitute qualified dividend income will be taxable to the holder at a maximum rate of 15%, provided that the holder has a holding period in the new ordinary shares or ADSs of 61 days or more during the 121-day period beginning 60 days before the ex-dividend date and meets other holding period requirements. Dividends paid by Barclays with respect to the new ordinary shares or ADSs will generally be qualified dividend income.

Dividends will be income from sources outside the United States for foreign tax credit limitation purposes, and will, depending on the shareholder’s circumstances, generally be “passive income” for purposes of computing the foreign tax credit allowable (except in the case of certain financial institutions). Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the maximum 15% rate. The dividend will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations.

The amount of the dividend distribution included in income of a shareholder will be the U.S. dollar value of pound sterling payments made, determined at the spot pound sterling/U.S. dollar rate on the date such dividend distribution is included in the income of the shareholder, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend distribution is included in income to the date such dividend distribution is converted into U.S. dollars will be treated as ordinary income or loss. Such gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.

Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, will be treated as a return of capital to the extent of the shareholder’s basis in its new ordinary shares and thereafter as capital gain.

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Stock dividends to shareholders that are made as part of a pro rata distribution to all shareholders, including non-U.S. holders, of Barclays generally will not be subject to United States federal income tax.

Transfers of New Ordinary Shares.  Subject to the passive foreign investment company rules discussed below, a shareholder that sells or otherwise disposes of new ordinary shares or ADSs generally will recognize capital gain or loss for United States federal income tax purposes equal to the difference between the U.S. dollar value of the amount realized and the tax basis, determined in U.S. dollars, in the new ordinary shares. Capital gain of a non-corporate shareholder that is recognized in taxable years beginning before January 1, 2011 is generally taxed at a maximum rate of 15% if the new ordinary shares or ADSs were held for more than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. The deductibility of capital losses is subject to limitations.

Passive Foreign Investment Company Rules.  Barclays believes that new ordinary shares or ADSs should not be treated as stock of a passive foreign investment company for United States federal income tax purposes, but this conclusion is a factual determination made annually and thus may be subject to change. In general, Barclays will be a passive foreign investment company with respect to a U.S. holder if, for any taxable year in which the shareholder held new ordinary shares or ADSs, either (i) at least 75% of the gross income of Barclays for the taxable year is passive income or (ii) at least 50% of the value, determined on the basis of a quarterly average, of Barclays assets is attributable to assets that produce or are held for the production of passive income (including cash). If Barclays were to be treated as a passive foreign investment company, then unless a shareholder makes a mark-to-market election, gain realized on the sale or other disposition of new ordinary shares or ADSs would in general not be treated as capital gain. Instead, a shareholder would be treated as if the holder had realized such gain and certain “excess distributions” ratably over the holder’s holding period for the shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year. In addition, dividends received from Barclays would not be eligible for the preferential tax rate applicable to qualified dividend income if Barclays were to be treated as a passive foreign investment company either in the taxable year of the distribution or the preceding taxable year, but would instead be taxable at rates applicable to ordinary income.

Information Reporting and Backup Withholding.  Generally dividends and distributions made on new ordinary shares or ADSs and proceeds from a sale, exchange, retirement or other taxable disposition of the new ordinary shares or ADSs will be subject to information reporting. In addition, a shareholder may be subject to a backup withholding tax on such payments and proceeds if it does not provide its correct taxpayer identification numbers to the trustee or paying agent (as applicable) in the manner required, fails to certify that it is not subject to backup withholding tax, is notified by the Internal Revenue Service (the “IRS”) that it failed to report all interest and dividends required to be shown on its federal income tax returns, or otherwise fails to comply with applicable backup withholding tax rules or does not otherwise establish an exemption from backup withholding. Any amounts withheld under the backup withholding rules will be allowed as a credit against the shareholder’s U.S. federal income tax liability and may entitle it to a refund, provided the required information is timely furnished to the IRS.

Material United Kingdom Tax Consequences

The following is a summary of the material United Kingdom tax consequences relating to the ownership of the new ordinary shares and ADSs. The comments set out below are based on existing United Kingdom tax law and what is understood to be current HM Revenue and Customs practice as at the date of this document, both of which are subject to change, possibly with retrospective effect. They are intended as a general guide only, and do not constitute taxation or legal advice and relate only to certain limited aspects of the taxation treatment of U.S. holders of ordinary shares or ADSs.

Other than in respect of the matters set forth under the heading “Stamp Duty and Stamp Duty Reserve Tax (“SDRT”)” below, the comments set out below apply only to U.S. holders of the ordinary shares or ADSs who hold the ordinary shares or ADSs as an investment, who are the absolute beneficial owners thereof and who are not resident nor (in the case of individuals) ordinarily resident in the United Kingdom for tax

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purposes and who are not United Kingdom nationals for the purposes of the U.K./U.S. Estate and Gift Tax Treaty. Certain categories of U.S. holders, such as traders, broker dealers, insurance companies and collective investment schemes, and U.S. holders who have (or are deemed to have) acquired their ordinary shares or ADSs by virtue of or in connection with an office or employment or U.S. holders of ordinary shares or ADSs who acquire their ordinary shares or ADSs by exercising options, may be subject to special rules and this summary does not apply to such U.S. holders. The comments set out below relate only to certain limited aspects of the taxation treatment of U.S. holders of the ordinary shares or ADSs and assume that U.S. holders of ADSs will in practice be treated for United Kingdom tax as beneficial owners of the ordinary shares represented by the ADSs.

Any U.S. holders of ordinary shares or ADSs who are in any doubt about their tax position, or who are resident or otherwise subject to taxation in a jurisdiction outside the United States, should consult their own professional advisors immediately.

Taxation of Dividends in Respect of Ordinary Shares or ADSs

Barclays is not required to withhold at source any amount in respect of United Kingdom tax when paying a dividend on the ordinary shares or ADSs.

A U.S. holder of ordinary shares or ADSs who does not carry on a trade, profession or vocation in the United Kingdom through a permanent establishment (where the U.S. holder of ordinary shares or ADSs is a company) to which the dividends are attributable or through a branch or agency (where the U.S. holder of ordinary shares or ADSs is not a company) to which the dividends are attributable should not be liable for U.K. tax in respect of any dividends received on the ordinary shares or ADSs.

Taxation of Capital Gains in Respect of Ordinary Shares or ADSs

U.S. holder of ordinary shares or ADSs with a permanent establishment or branch or agency in the United Kingdom.

A disposal of ordinary shares or ADSs by a U.S. holder of ordinary shares or ADSs who carries on a trade, profession or vocation in the U.K. through a permanent establishment (where the U.S. holder of ordinary shares or ADSs is a company) or through a branch or agency (where the U.S. holder of ordinary shares or ADSs is not a company) and who has used, held or acquired the ordinary shares or ADSs for the purposes of such trade, profession or vocation or such permanent establishment, branch or agency (as appropriate) may, depending on the U.S. holder’s circumstances and subject to any available exemption or relief, give rise to a chargeable gain or an allowable loss for the purposes of CGT.

U.S. holder of ordinary shares or ADSs with no permanent establishment or branch or agency in the United Kingdom.

A U.S. holder of ordinary shares or ADSs who makes a disposal of ordinary shares or ADSs and who does not carry on a trade, profession or vocation in the U.K. through a permanent establishment (where the U.S. holder of ordinary shares or ADSs is a company) or through a branch or agency (where the U.S. holder of ordinary shares or ADSs is not a company) in the circumstances provided in the previous paragraph should not be liable to CGT.

Inheritance Tax

Where a U.S. holder of ordinary shares or ADSs (if the ADSs are considered to be situated in the U.K. for inheritance tax purposes) is an individual and is not domiciled in the U.S. for the purposes of the U.K./U.S. Estate and Gift Tax Treaty, U.K. inheritance tax may arise in the following circumstances:

(i) on the death of that individual (depending on the value of the individual’s estate); and

(ii) where that individual makes a gift of such ordinary shares or ADSs (including any transfer at less than full market value).

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Inheritance tax is not generally chargeable on gifts to individuals made more than seven years before the death of the donor.

Subject to limited exclusions, gifts to settlements and to companies may give rise to an immediate inheritance tax charge. Where ordinary shares or ADSs are held in settlements they may be subject to inheritance tax charges periodically during the continuance of the settlement, on transfers out of the settlement and on certain other events.

A U.S. holder who is an individual domiciled in the U.S. for the purposes of the U.K./U.S. Estate and Gift Tax Treaty will not generally be subject to U.K. inheritance tax in respect of the ordinary shares or ADSs on the individual’s death or on a transfer of such ordinary shares or ADSs made during the individual’s lifetime unless, they are part of the business property of the individual’s permanent establishment situated in the U.K. or pertain to the individual’s U.K. fixed base used for the performance of independent personal services.

In the event that U.S. estate or gift taxes and U.K. inheritance tax are both payable then relief may be available under the U.K./U.S. Estate and Gift Tax Treaty.

Stamp Duty and Stamp Duty Reserve Tax (“SDRT”)

The comments set out below relate to holders of ordinary shares or ADSs wherever resident for tax purposes (not only holders that are resident for tax purposes in the United Kingdom), but not to certain holders such as intermediaries, to whom special rules may apply.

Ordinary Shares

No liability to stamp duty or SDRT will arise on the issue of ordinary shares.

A conveyance or transfer on sale of ordinary shares which are not held within a clearance service (such as Euroclear Nederland) will usually be subject to ad valorem stamp duty, generally at the rate of 0.5% of the amount or value of the consideration for the transfer (rounded up to the nearest £5).

An unconditional agreement for such transfer or a conditional agreement which subsequently becomes unconditional will be liable to SDRT, generally at the rate of 0.5% of the consideration for the transfer; but such liability will be cancelled if the agreement is completed by a duly stamped instrument of transfer within six years to the date of the agreement or, if the agreement was conditional, the date the agreement became unconditional. Where the stamp duty is paid, any SDRT previously paid will be repaid on the making of an appropriate claim. Stamp duty and SDRT are normally paid by the purchaser.

Under the CREST system of paperless transfers, no stamp duty or SDRT will arise on a transfer of such ordinary shares into the system, unless such a transfer is made for consideration in money or money’s worth, in which case a liability to SDRT will arise (usually at a rate of 0.5% of the amount of value of the consideration given). Paperless transfers of shares within CREST will be liable to SDRT rather than stamp duty, also at a rate of 0.5%, and SDRT on relevant transactions settled within the system or reported through it for regulatory purposes will be collected by CREST.

ADSs

This issue of ordinary shares to the depositary will give rise to an SDRT liability equal to 1.5% of the issue price of such shares. The ADS holder will bear the cost of such SDRT, which is included in the $24.45 that a subscriber of the new ADSs must deposit per new ADS subscribed in respect of the estimated subscription price per new ADS. The actual ADS subscription price per new ADS will be four times of the ordinary share subscription price of 282 pence translated into U.S. dollars on or around July 15, 2008.

No stamp duty need, in practice, be paid on the acquisition or transfer of ADSs provided that any instrument of transfer or contract of sale is executed and remains at all times outside the United Kingdom.

An agreement for the transfer of the ADSs will not give rise to a liability to SDRT.

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BENEFIT PLAN INVESTOR CONSIDERATIONS

A fiduciary of a pension, profit-sharing or other employee benefit plan subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (each, a “Plan”), should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing an investment in the new ordinary shares or new ADSs. Among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the Plan, and whether the investment would involve a prohibited transaction under ERISA or the U.S. Internal Revenue Code (the “Code”).

Section 406 of ERISA and Section 4975 of the Code prohibit Plans, as well as individual retirement accounts and Keogh plans subject to Section 4975 of the Code (also “Plans”), from engaging in certain transactions involving “plan assets” with persons who are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to the Plan. A violation of these prohibited transaction rules may result in excise tax or other liabilities under ERISA or the Code for those persons, unless exemptive relief is available under an applicable statutory, regulatory or administrative exemption. Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of ERISA) (“Non-ERISA Arrangements”) are not subject to the requirements of ERISA or Section 4975 of the Code but may be subject to similar provisions under applicable federal, state, local, non-U.S or other laws (“Similar Laws”).

The acquisition of the new ordinary shares or new ADSs by a Plan or any entity whose underlying assets include “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) with respect to which we or certain of our affiliates is or becomes a party in interest or disqualified person may result in a prohibited transaction under ERISA or Section 4975 of the Code, unless the new ordinary shares or new ADSs are acquired pursuant to an applicable exemption. The U.S. Department of Labor has issued five prohibited transaction class exemptions, or “PTCEs”, that may provide exemptive relief if required for direct or indirect prohibited transactions that may arise from the purchase or holding of notes. These exemptions are PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers), PTCE 90-1 (for certain transactions involving insurance company pooled separate accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 95-60 (for transactions involving certain insurance company general accounts), and PTCE 96-23 (for transactions managed by in-house asset managers). In addition, ERISA Section 408(b)(17) and Section 4975(d)(20) of the Code provide an exemption for the purchase and sale of securities offered hereby, provided that neither the issuer of securities offered hereby nor any of its affiliates have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any Plan involved in the transaction, and provided further that the Plan pays no more and receives no less than “adequate consideration” in connection with the transaction (the “service provider exemption”).

Any purchaser or holder of the new ordinary shares or new ADSs or any interest therein will be deemed to have represented by its purchase and holding of the new ordinary shares or new ADSs offered hereby that it either (1) is not a Plan, a Plan Asset Entity or a Non-ERISA Arrangement and is not purchasing the new ordinary shares or new ADSs on behalf of or with the assets of any Plan, a Plan Asset Entity or Non-ERISA Arrangement or (2) with respect to the purchase or holding, is eligible for the exemptive relief available under any of the PTCEs listed above, the service provider exemption or any similar exemptions under Similar Laws.

Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is important that fiduciaries or other persons considering purchasing the new ordinary shares or new ADSs on behalf of or with the assets of any Plan, a Plan Asset Entity or Non-ERISA Arrangement consult with their counsel regarding the availability of exemptive relief under any of the PTCEs listed above, the service provider exemption or the potential consequences of any purchase or holding under Similar Laws, as applicable. Purchasers of the new ordinary shares or new ADSs have exclusive responsibility for ensuring that their purchase and holding of notes do not violate the fiduciary or prohibited transaction rules of ERISA or the Code or any similar provisions of Similar Laws. The sale of any notes to a Plan, Plan Asset Entity Non-ERISA Arrangement is in no respect a representation by us or any of

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our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by any such Plans, Plan Asset Entities or Non-ERISA Arrangements generally or any particular Plan, Plan Asset Entity or Non-ERISA Arrangement or that such investment is appropriate for such Plans, Plan Asset Entities or Non-ERISA Arrangements generally or any particular Plan, Plan Asset Entity or Non-ERISA Arrangement.

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PLAN OF DISTRIBUTION

In connection with the open offer conducted in the United States, we have not entered into any agreement with, and accordingly will not pay any commission or other remuneration to, any broker, dealer, sales person or other person to solicit the subscription of new ordinary shares or new ADSs in the United States.

Pursuant to the firm placing conducted outside the United States, SMBC has agreed to subscribe for new ordinary shares at a subscription price of 296 pence per new ordinary share. The firm placing is expected to raise approximately £0.5 billion. The terms of the arrangements between Barclays and SMBC are contained in the relevant subscription agreement as described below under “Subscription Agreements.”

Pursuant to the conditional placing conducted outside the United States, Qatar Investment Authority, Challenger, China Development Bank and Temasek, and certain other investors named below, have agreed to subscribe for the new ordinary shares that are not subscribed for in the open offer at a subscription price of 282 pence per new ordinary share against commissions specified below. The placing and open offer is expected to raise approximately £4.0 billion before expenses. The terms of the arrangements between Barclays and the conditional placees are contained in the relevant subscription agreements as described below under “Subscription Agreements.”

To the extent permitted, each of the directors of Barclays intends to take up in full his or her entitlements to subscribe for new ordinary shares.

As described elsewhere in this prospectus, the open offer is also being extended to participants in certain of the Group’s employee share plans.

Subscription Agreements

SMBC Subscription Agreement

On June 25, 2008, Barclays and SMBC entered into a subscription agreement (the “SMBC Subscription Agreement”). The SMBC Subscription Agreement sets out the terms and conditions pursuant to which Barclays will, conditional upon admission of the new ordinary shares to the official list of the U.K. Listing Authority (“UKLA”) pursuant to the UKLA’s rules and regulations and to trading on the London Stock Exchange’s market for listed securities in accordance with the “Admission and Disclosure Standards” of November 1, 2007 (collectively referred to herein as “Admission”), allot to SMBC the 168,918,918 new ordinary shares under the firm placing, which SMBC has agreed to subscribe for pursuant to the terms of the SMBC Subscription Agreement at a subscription price of 296 pence per share.

The subscription of those shares will be completed upon the Japanese securities registration statement on Form 7-3, expected to be filed with the Kanto Local Finance Bureau of Japan on June 26, 2008, becoming effective in accordance with Article 4 of the Financial Instruments and Exchange law (Law No. 25 of 1948, as amended), which is expected to be on or about July 4, 2008.

The consideration for the allotment and issue to SMBC of the new ordinary shares to be subscribed by it shall be the payment by SMBC of an amount equal to the product of the firm subscription price of 296 pence per share and the number of those shares.

The SMBC Subscription Agreement contains customary warranties and undertakings.

China Development Bank Subscription Agreement (2008)

On June 25, 2008, Barclays, Upper Chance Group Limited and China Development Bank entered into a subscription agreement (the “China Development Bank Subscription Agreement (2008)”). The China Development Bank Subscription Agreement (2008) sets out the terms and conditions pursuant to which, conditional only upon Admission, (i) Upper Chance Group Limited has undertaken to take up in full its entitlement to subscribe in the open offer, and (ii) Barclays will allot to Upper Chance Group Limited the “China Development Bank placing shares” (comprising such number of new ordinary shares as is equal to

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0.4% of the new ordinary shares (excluding new ordinary shares for which China Development Bank is entitled to subscribe under the open offer) not taken up by qualifying shareholders in the open offer which Upper Chance Group Limited has agreed to subscribe for on the terms set out in the China Development Bank Subscription Agreement (2008)), in each case at the open offer subscription price of 282 pence per share.

In consideration for agreeing to subscribe for the China Development Bank placing shares, Barclays undertakes to pay Upper Chance Group Limited a commission equal to the product of 1.5% and the maximum number of new ordinary shares for which Upper Chance Group Limited might be obliged to subscribe (other than in respect of its entitlement to subscribe for new ordinary shares in the open offer), being 5,179,421 new ordinary shares, at the open offer subscription price of 282 pence per share.

The consideration for the allotment and issue of the China Development Bank subscription shares (comprising (i) the 43,154,761 new ordinary shares which Upper Chance Group Limited has undertaken to subscribe for under the open offer (being its full entitlement under the open offer) and (ii) the China Development Bank placing shares (together, the “China Development Bank subscription shares”)) shall be the payment by Upper Chance Group Limited of an amount equal to the product of the open offer subscription price and the number of such shares.

Under the China Development Bank Subscription Agreement (2008), China Development Bank has undertaken to perform the payment (and other) obligations of Upper Chance Group Limited in the event that Upper Chance Group Limited fails to do so.

The China Development Bank Subscription Agreement (2008) contains customary representations, warranties and undertakings.

In addition, the subscription agreement entered into between China Development Bank and Upper Chance Group Limited on July 23, 2007 provides that until Upper Chance Group Limited and/or any Chinese Development Bank group members, when taken together, cease to hold such number of ordinary shares as equals the lesser of 201,388,889 ordinary shares or 3% of Barclays issued share capital, Upper Chance Group Limited shall be entitled to require the appointment or reappointment of one non-executive director or to require the removal of such non-executive director by Barclays as soon as is reasonably practicable.

Qatar Subscription Agreement

On June 25, 2008, Barclays and Qatar Holding entered into a subscription agreement (the “Qatar Subscription Agreement”). The Qatar Subscription Agreement sets out the terms and conditions pursuant to which Barclays will, conditional only upon Admission, allot to Qatar Holding such number of new ordinary shares as is equal to 45.8% of the new ordinary shares (excluding new ordinary shares for which China Development Bank is entitled to subscribe under the open offer) not taken up by qualifying shareholders pursuant to the open offer at the open offer subscription price of 282 pence per share.

In consideration for agreeing to subscribe for those shares, Barclays undertakes to pay Qatar Holding a commission equal to the product of 1.5% and the maximum number of new ordinary shares for which Qatar Holding might be obliged to subscribe, being 625,426,689 new ordinary shares, at the open offer subscription price.

The consideration for the allotment and issue to Qatar Holding of the new ordinary shares to be subscribed by it shall be the payment by Qatar Holding of an amount equal to the product of the open offer subscription price and the number of those shares.

The Qatar Subscription Agreement contains customary warranties and undertakings.

Challenger Subscription Agreement

On June 25, 2008, Barclays and Challenger entered into a subscription agreement (the “Challenger Subscription Agreement”). The Challenger Subscription Agreement sets out the terms and conditions pursuant to which Barclays will, conditional only upon Admission, allot to Challenger such number of new

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ordinary shares as is equal to 13.9% of those new ordinary shares (excluding new ordinary shares for which China Development Bank is entitled to subscribe under the open offer) not taken up by qualifying shareholders pursuant to the open offer at the open offer subscription price of 282 pence per share.

In consideration for agreeing to subscribe for those shares, Barclays undertakes to pay Challenger a commission equal to the product of 1.5% and the maximum number of new ordinary shares for which Challenger might be obliged to subscribe, being 189,007,092 new ordinary shares, at the open offer subscription price.

The consideration for the allotment and issue to Challenger of the new ordinary shares to be subscribed by it shall be the payment by Challenger of an amount equal to the product of the open offer subscription price and the number of those shares.

The Challenger Subscription Agreement contains customary warranties and undertakings.

2008 Temasek Subscription Agreement

On June 25, 2008, Barclays, Clover Investments (Mauritus) Pte Limited (“Clover”) and Fullerton Management Pte Ltd. (“Fullerton”) entered into a subscription agreement (the “Temasek Subscription Agreement (2008)”). The Temasek Subscription Agreement (2008) sets out the terms and conditions pursuant to which Barclays will, conditional only upon Admission, allot to Clover such number of new ordinary shares as is equal to 5.2% of those new ordinary shares (excluding new ordinary shares for which China Development Bank is entitled to subscribe under the open offer) not taken up by qualifying shareholders pursuant to the open offer at the open offer subscription price of 282 pence per share.

In consideration for agreeing to subscribe for those shares, Barclays undertakes to pay Clover a commission equal to the product of 1.5% and the maximum number of new ordinary shares for which Clover might be obliged to subscribe, being 70,921,985 new ordinary shares, at the open offer subscription price.

The consideration for the allotment and issue to Clover of the new ordinary shares to be subscribed by it, if any, shall be the payment by Clover of an amount equal to the product of the open offer subscription price and the number of those shares.

Under the Temasek Subscription Agreement (2008), Fullerton has undertaken to perform the payment (and other) obligations of Clover in respect of the new ordinary shares subscribed by Clover in the event that Clover fails to do so.

The Temasek Subscription Agreement (2008) contains customary representations, warranties and undertakings.

Placing Agreements

On June 25, 2008, Barclays entered into separate placing agreements (the “Placing Agreements”) with each of the investors named below (the “Further Placees”) pursuant to which each Further Placee agrees, subject only to Admission, to subscribe for a specified number of those new ordinary shares (if any) that are not subscribed for by qualifying shareholders in the open offer, at the open offer subscription price of 282 pence per share.

In consideration of their agreeing to subscribe for new ordinary shares, Barclays has undertaken to pay each such Further Placee a commitment commission equal to 1.5% on the value of their participation in the conditional placing at the open offer subscription price.

The Placing Agreements contain customary warranties. The obligations of such Further Placees to subscribe for new ordinary shares are not subject to any termination rights.

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The total number of new ordinary shares to be subscribed by such Further Placees will not exceed 473,736,916. The maximum number of new ordinary shares to be subscribed by each such Further Placee is set out below.

	Maximum number of
	new ordinary shares under
Name of investor	the Placing Agreements
Al Habtoor Holding (L.L.C.)		28,723,404
AXA Investment Managers UK Limited		8,000,000
BlackRock Investment Management (UK) Ltd		1,773,049
CQS Directional Opportunities Master Fund Limited		17,730,496
F&C Management Ltd		9,347,222
Fidelity Investment Services Limited		2,498,019
Fidelity Pension Management		1,757,300
GLG Partners LP		62,056,738
Henderson Alternative Investment Adviser Ltd.		8,510,638
Henderson Global Investors Ltd.		7,624,114
Insight Investment Management (Global) Ltd		9,219,858
JPMorgan Asset Management (UK) Limited		11,800,000
Lansdowne Global Financials Fund Limited		27,003,723
M1 Capital International Investments Limited		88,652,482
M&G Investment Management Limited		41,166,428
Morley Fund Management Ltd (UK)		22,000,000
OZ Management LP on behalf of its affiliated investment funds		35,460,993
Schroder Inv. Management		13,652,483
Schroder & Co		48,581
Scottish Widows Investment Partnership Limited		30,895,785
Standard Life Investments		26,950,355
UBS Global Asset Management (UK) Limited		10,917,261
UBS Global Asset Management (Deutschland) GmbH		1,347,171
UBS AG		6,600,816

Further Information on the Investors

Qatar Investment Authority

Qatar Investment Authority was originally founded by the State of Qatar in 2005 to strengthen the country’s economy by diversifying into new asset classes. Building upon the heritage of investments dating back more than three decades, its growing portfolio of long-term strategic investments complement the State of Qatar’s wealth in natural resources. Qatar Investment Authority’s investment in Barclays is being made by its wholly owned subsidiary Qatar Holding, which was incorporated in April 2006 within the jurisdiction of Qatar Financial Centre as the prime vehicle for strategic and direct investments by the State of Qatar. Headquartered in the Qatar Financial Centre, Qatar Holding is structured to operate at the very highest levels of global investing, with a planned presence in all major capital markets. Barclays and Qatar Holding have entered into an agreement for the provision of advisory services by Qatar Holding to Barclays in the Middle East.

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Challenger

Challenger was incorporated in June 2008 in the British Virgin Islands as a special purpose vehicle to hold shares in Barclays. Challenger is indirectly and beneficially owned by His Excellency Sheikh Hamad Bin Jassim Bin Jabr Al-Thani (the Chairman of Qatar Holding) and his family.

SMBC

SMBC, one of the world’s largest commercial banks with approximately JPY 100 trillion (approximately £505 billion) in total assets, provides an extensive range of wholesale and retail banking services in Japan and overseas to its customers. SMBC’s international network consists of 19 branches, 6 sub-branches, and 15 representative offices as of April 30, 2008. SMBC has approximately 18,000 employees and is part of the Sumitomo Mitsui Financial Group which is quoted on the Tokyo Stock Exchange. Barclays and SMBC have agreed to explore opportunities for a co-operative business relationship.

China Development Bank

China Development Bank was founded in 1994, and reports directly to the State Council of China. China Development Bank specialises in financing for construction and development of infrastructure, core industries and pillar industries as well as technology renovation projects and their ancilliary projects. China Development Bank had total assets of RMB 2,890 billion on December 31, 2006 (approximately £212 billion). In early 2007, the Chinese government announced that China Development Bank will transform into a commercially operated financial institution focusing on medium to long term business. Currently, China Development Bank is actively and steadily proceeding with this commercialization and transformation work in accordance with the reform plan as approved by the State Council of China.

Temasek

Incorporated in 1974, Temasek is a global investment firm headquartered in Singapore. Supported by affiliates and offices around the world, it holds and manages a diversified S$164 billion (approximately £55 billion) portfolio as at March 31, 2007, concentrated principally in Singapore, Asia and the OECD economies. Temasek is a shareholder and investor in diverse sectors such as banking & financial services, real estate, transportation & logistics, infrastructure, telecommunications & media, bioscience & healthcare, education, consumer & lifestyle, engineering & technology, as well as energy & resources. Temasek’s investment strategies centre on four themes: transforming economies; thriving middle class; deepening comparative advantages; and emerging champions. Total shareholder return for Temasek since its inception in 1974 has been more than 18% compounded annually. It has a corporate credit rating of AAA/Aaa by rating agencies Standard & Poor’s and Moody’s respectively.

Selling Restrictions

The open offer is also being conducted outside the United States in the United Kingdom and other qualifying jurisdictions pursuant to separate offering documentation, to which persons located in such jurisdictions should refer.

Moreover, due to restrictions under the securities laws of Australia, Japan and South Africa, and subject to certain exemptions, holders of ordinary shares and ADSs who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, Australia, Japan or South Africa will not qualify to participate in the open offer and will not be sent a subscription form.

The new ordinary shares and ADSs have not been and will not be registered under the relevant laws of Australia, Japan or South Africa or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into Australia, Japan or South Africa or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, Australia, Japan or South Africa except pursuant to an applicable exemption.

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No offer of new ordinary shares is being made by virtue of this document or the subscription forms into Australia, Japan or South Africa.

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TRADING IN ORDINARY SHARES BY BARCLAYS AND ITS AFFILIATES

We have applied to the SEC, and the SEC has granted our request, for exemptive relief from the provisions of Rule 102 of Regulation M. Rule 102 of Regulation M provides that, subject to certain exceptions, in connection with a distribution of securities effected by an issuer or selling security holder, it is unlawful for such person, or any affiliated purchaser of such person, directly or indirectly, to bid for, purchase, or attempt to induce any person to bid for or purchase, a covered security during the applicable restricted period. We believe that the open offer may constitute a distribution, that Barclays affiliates may be deemed “affiliated purchasers”, and that if the open offer constitutes a distribution, the restricted period would commence one business day prior to the determination of the subscription price of the placing and open offer and end upon the completion of the distribution of the new ordinary shares in the United States. The relief that we have received allows us to bid for, purchase and induce others, in certain circumstances, to purchase our ordinary shares and ADSs in connection with specified activities.

Since the announcement of the open offer, certain Barclays affiliates have engaged and intend to continue to engage in various dealing and brokerage activities involving ordinary shares. Among other things, Barclays affiliates (1) have made and intend to continue to make a market, from time to time, in derivatives (such as options, warrants and other instruments) on ordinary shares by purchasing and selling derivatives on ordinary shares for their own accounts; (2) have engaged and intend to continue to engage in dealings in ordinary shares for their accounts and the accounts of customers for the purpose of hedging their positions established in connection with certain derivatives activities (such as options, warrants and other instruments) relating to ordinary shares entered into by Barclays affiliates and their customers; (3) have engaged and intend to continue to engage in transactions in ordinary shares as trustees and/or personal representatives of trusts and estates; (4) have marketed and sold and intend to continue to market and sell to customers funds which include ordinary shares; (5) have provided and intend to continue to provide to customers investment advice and financial planning guidance which may include information about ordinary shares; and (6) have purchased and intend to continue to purchase ordinary shares on behalf of participants in employee share incentive plans. All of these activities have occurred and are expected to continue to occur in the United Kingdom and elsewhere outside the United States.

Separately, certain Barclays affiliates (1) have made and intend to continue to make a market, from time to time, in derivative (such as options, warrants and other instruments) relating to U.S. indices in which ordinary shares or ADSs are a component, by purchasing and selling such derivatives for their own accounts; (2) have engaged and intend to continue to engage in dealings in U.S. indices in which ordinary shares or ADSs are a component for their accounts and the accounts of customers for the purpose of hedging their positions established in connection with derivatives activities entered into by Barclays affiliates and their customers as described in (1); (3) have purchased and sold, and intend to continue to purchase and sell, ordinary shares and ADSs as part of their ordinary asset management activities; (4) have effected and intend to continue to effect unsolicited brokerage transactions in ordinary shares and ADSs with their customers; (5) have provided and intend to continue to provide prime brokerage services, including rehypothecation of securities to clients, which may involve taking legal and beneficial ownership of clients’ ordinary shares and ADSs; and (6) have engaged in and may continue to engage in the lending of ordinary shares and ADSs, as well as accepting ordinary shares and ADSs as collateral for loans. These activities have occurred and are expected to continue to occur both outside and inside the United States.

Barclays Global Fund Advisors has engaged and may continue to engage in the issue of shares, known as “iShares”, from certain iShares Index Funds in exchange for deposit securities that are purchased in the United States and which contain ordinary shares or ADSs.

In addition, Barclays affiliates may, under certain circumstances, participate in the open offer.

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SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES

We are an English public limited company. Substantially all of our directors and executive officers and a number of the experts named in this document are non-residents of the United States. All or a substantial portion of the assets of those persons are located outside the United States. Most of our assets are located outside of the United States. As a result, it may not be possible for you to effect service of process within the United States upon those persons or to enforce against them judgments of U.S. courts based upon the civil liability provisions of the federal securities laws of the United States. We have been advised by our English solicitors, Clifford Chance LLP, that there is doubt as to the enforceability in the United Kingdom, in original actions or in actions for enforcement of judgments of U.S. courts, of liabilities based solely upon the federal securities laws of the United States.

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WHERE YOU CAN FIND MORE INFORMATION

The SEC maintains an internet site at http://www.sec.gov that contains reports and other information we file electronically with the SEC. You may also inspect and copy reports and other information that we file with the SEC at the public reference facilities maintained at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material may be obtained by mail from the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 at prescribed rates. In addition, you may inspect and copy that material at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which some of our securities are listed.

Our ADSs representing our ordinary shares are listed on the New York Stock Exchange and our ordinary shares are listed on the official list of the U.K. Listing Authority and traded on the London Stock Exchange. You can consult reports and other information about us that we have filed pursuant to the rules of the New York Stock Exchange, the U.K. Listing Authority and the London Stock Exchange at these bodies.

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FURTHER INFORMATION

We have filed with the SEC a registration statement on Form F-3 with respect to the securities offered with this prospectus. This prospectus is a part of that registration statement and it omits some information that is contained in the registration statement. You can access the registration statement together with exhibits on the internet site maintained by the SEC at http://www.sec.gov or inspect these documents at the offices of the SEC in order to obtain that additional information about us and about the securities offered with this prospectus.

VALIDITY OF SECURITIES

Clifford Chance LLP, our English counsel, will pass upon the validity of the ordinary shares under English law.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in management’s report on internal control over financial reporting) incorporated in this prospectus by reference to the Annual Report on Form 20-F for the year ended December 31, 2007 have been so incorporated in reliance on the report(s) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given the authority of said firm as experts in auditing and accounting.

EXPENSES OF THE OFFERING

The following are the expenses expected to be incurred by us in connection with the issuance and distribution of the new ordinary shares and new ADSs.

London Stock Exchange listing fee	£481,750
New York Stock Exchange listing fee1	£293,750
Securities and Exchange Commission registration fee1	£29,494
Printing expenses	£1,890,575
Legal fees and expenses	£4,737,918
Accounting fees and expenses	£470,000
Miscellaneous, including other professional fees	£99,096,513
Total	£107,000,000

¹ Based on an exchange rate of $1.9707 per £1, the Federal Reserve Bank of New York’s noon buying rate on June 24, 2008.

All amounts are estimated except for the Securities and Exchange Commission registration fee.

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PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8.   Indemnification of Directors and Officers

Barclays is subject to the provisions of the Companies Act 2006 (the “2006 Act”). The relevant provisions of the 2006 Act in respect of indemnification of directors and officers are sections 205, 206, 232 to 238 inclusive and 1157.

Section 205 (Exception for expenditure on defending proceedings etc.) of the 2006 Act provides:

(1) Approval is not required under section 197, 198, 200 or 201 (requirement of members’ approval for loans etc) for anything done by a company —

(a) to provide a director of the company or of its holding company with funds to meet expenditure incurred or to be incurred by him (i) in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the company or an associated company, or (ii) in connection with an application for relief (see subsection (5)), or

(b) to enable any such director to avoid incurring such expenditure,

if it is done on the following terms.

(2) The terms are —

(a) that the loan is to be repaid, or (as the case may be) any liability of the company incurred under any transaction connected with the thing done is to be discharged, in the event of (i) the director being convicted in the proceedings, (ii) judgment being given against him in the proceedings, or (iii) the court refusing to grant him relief on the application; and

(b) that it is to be so repaid or discharged not later than (i) the date when the conviction becomes final, (ii) the date when the judgment becomes final, or (iii) the date when the refusal of relief becomes final.

(3) For this purpose a conviction, judgment or refusal of relief becomes final —

(a) if not appealed against, at the end of the period for bringing an appeal;

(b) if appealed against, when the appeal (or any further appeal) is disposed of.

(4) An appeal is disposed of —

(a) if it is determined and the period for bringing any further appeal has ended, or

(b) if it is abandoned or otherwise ceases to have effect.

(5) The reference in subsection (1)(a)(ii) to an application for relief is to an application for relief under section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or section 1157 (general power of court to grant relief in case of honest and reasonable conduct).

Section 206 (Exception for expenditure in connection with regulatory action or investigation) of the 2006 Act provides:

Approval is not required under section 197, 198, 200 or 201 (requirement of members’ approval for loans etc) for anything done by a company —

(a) to provide a director of the company or of its holding company with funds to meet expenditure incurred or to be incurred by him in defending himself (i) in an investigation by a regulatory authority, or (ii) against action proposed to be taken by a regulatory authority, in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the company or an associated company, or

(b) to enable any such director to avoid incurring such expenditure.

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Section 232 (Provisions protecting directors from liability) of the 2006 Act provides:

(1) Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

(2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by —

(a) section 233 (provision of insurance),

(b) section 234 (qualifying third party indemnity provision), or

(c) section 235 (qualifying pension scheme indemnity provision).

(3) This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise.

(4) Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.

Section 233 (Provision of insurance) of the 2006 Act provides:

Section 232(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.

Section 234 (Qualifying third party indemnity provision) of the 2006 Act provides:

(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.

(2) Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.

Such provision is qualifying third party indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against —

(a) any liability of the director to pay (i) a fine imposed in criminal proceedings, or (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b) any liability incurred by the director (i) in defending criminal proceedings in which he is convicted, or (ii) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or (iii) in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.

(4) The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.

(5) For this purpose —

(a) a conviction, judgment or refusal of relief becomes final (i) if not appealed against, at the end of the period for bringing an appeal, or (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

(b) an appeal is disposed of (i) if it is determined and the period for bringing any further appeal has ended, or (ii) if it is abandoned or otherwise ceases to have effect.

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(6) The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or section 1157 (general power of court to grant relief in case of honest and reasonable conduct).

Section 235 (Qualifying pension scheme indemnity provision) of the 2006 Act provides:

(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.

(2) Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme.

Such provision is qualifying pension scheme indemnity provision if the following requirements are met.

(3) The provision must not provide any indemnity against —

(a) any liability of the director to pay (i) a fine imposed in criminal proceedings, or (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

(b) any liability incurred by the director in defending criminal proceedings in which he is convicted.

(4) The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.

(5) For this purpose —

(a) a conviction becomes final (i) if not appealed against, at the end of the period for bringing an appeal, or (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

(b) an appeal is disposed of (i) if it is determined and the period for bringing any further appeal has ended, or (ii) if it is abandoned or otherwise ceases to have effect.

(6) In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established under a trust.

Section 236 (Qualifying indemnity provision to be disclosed in directors report) of the 2006 Act provides:

(1) This section requires disclosure in the directors’ report of —

(a) qualifying third party indemnity provision, and

(b) qualifying pension scheme indemnity provision.

Such provision is referred to in this section as “qualifying indemnity provision”.

(2) If when a directors’ report is approved any qualifying indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, the report must state that such provision is in force.

(3) If at any time during the financial year to which a directors’ report relates any such provision was in force for the benefit of one or more persons who were then directors of the company, the report must state that such provision was in force.

(4) If when a directors’ report is approved qualifying indemnity provision made by the company is in force for the benefit of one or more directors of an associated company, the report must state that such provision is in force.

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(5) If at any time during the financial year to which a directors’ report relates any such provision was in force for the benefit of one or more persons who were then directors of an associated company, the report must state that such provision was in force.

Section 237 (Copy of qualifying indemnity provision to be available for inspection) of the 2006 Act provides:

(1) This section has effect where qualifying indemnity provision is made for a director of a company, and applies —

(a) to the company of which he is a director (whether the provision is made by that company or an associated company), and

(b) where the provision is made by an associated company, to that company.

(2) That company or, as the case may be, each of them must keep available for inspection —

(a) a copy of the qualifying indemnity provision, or

(b) if the provision is not in writing, a written memorandum setting out its terms.

(3) The copy or memorandum must be kept available for inspection at —

(a) the company’s registered office, or

(b) a place specified in regulations under section 1136.

(4) The copy or memorandum must be retained by the company for at least one year from the date of termination or expiry of the provision and must be kept available for inspection during that time.

(5) The company must give notice to the registrar —

(a) of the place at which the copy or memorandum is kept available for inspection, and

(b) of any change in that place,

unless it has at all times been kept at the company’s registered office.

(6) If default is made in complying with subsection (2), (3) or (4), or default is made for 14 days in complying with subsection (5), an offence is committed by every officer of the company who is in default.

(7) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(8) The provisions of this section apply to a variation of a qualifying indemnity provision as they apply to the original provision.

(9) In this section “qualifying indemnity provision” means —

(a) qualifying third party indemnity provision, and

(b) qualifying pension scheme indemnity provision.

Section 238 (Right of member to inspect and request copy) of the 2006 Act provides:

(1) Every copy or memorandum required to be kept by a company under section 237 must be open to inspection by any member of the company without charge.

(2) Any member of the company is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any such copy or memorandum.

The copy must be provided within seven days after the request is received by the company.

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(3) If an inspection required under subsection (1) is refused, or default is made in complying with subsection (2), an offence is committed by every officer of the company who is in default.

(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(5) In the case of any such refusal or default the court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requiring it.

Section 1157 (Power of court to grant relief in certain cases) of the 2006 Act provides:

(1) If in proceedings for negligence, default, breach of duty or breach of trust against —

(a) an officer of a company, or

(b) a person employed by a company as auditor (whether he is or is not an officer of the company),

it appears to the court hearing the case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.

(2) If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust —

(a) he may apply to the court for relief, and

(b) the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.

(3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper.

Article 160 of the articles of association of Barclays provides:

(a) To the extent permitted by the Companies Act 1985 and the Companies Act 2006, every person who is or was a director or other officer of the company (other than any person (whether or not an officer of the company) engaged by the company as auditor) shall be and shall be kept indemnified out of the assets of the company against all costs, charges, losses and liabilities incurred by him (whether in connection with any negligence, default, breach of duty or breach of trust by him or otherwise) in relation to the company or its affairs provided that such indemnity shall not apply in respect of any liability incurred by him:

(i) to the company or to any associated company; or

(ii) to pay a fine imposed in criminal proceedings; or

(iii) to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising); or

(iv) in defending any criminal proceedings in which he or she is convicted; or

(v) in defending any civil proceedings brought by the company, or an associated company, in which judgment is given against him; or

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(vi) in connection with any application under any of the following provisions in which the court refuses to grant him relief, namely:

(A) section 144(3) or (4) of the Companies Act 1985 (acquisition of shares by innocent nominee); or

(B) section 727 of the Companies Act 1985 (general power to grant relief in case of honest and reasonable conduct).

(b) In article 160(a)(iv), (v) or (vi) the reference to a conviction, judgment or refusal of relief is a reference to one that has become final. A conviction, judgment or refusal of relief becomes final:

(i) if not appealed against, at the end of the period for bringing an appeal; or

(ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of.

An appeal is disposed of:

(1) if it is determined and the period for bringing any further appeal has ended; or

(2) if it is abandoned or otherwise ceases to have effect.

(c) To the extent permitted by the Companies Act 1985 and the Companies Act 2006, every person who is or was a director of the company acting in its capacity as a trustee of an occupational pension scheme shall be and shall be kept indemnified out of the assets of the company against all costs, charges, losses and liabilities incurred by him in connection with the company’s activities as trustee of the scheme provided that such indemnity shall not apply in respect of any liability incurred by him:

(i) to pay a fine imposed in criminal proceedings; or

(ii) to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising); or

(iii) in defending criminal proceedings in which he or she is convicted.

For the purposes of this article, a reference to a conviction is to the final decision in the proceedings. The provisions of article 160(b) shall apply in determining when a conviction becomes final.

(d) Without prejudice to article 160(a) and to the extent permitted by the Companies Act 1985 and the Companies Act 2006 and otherwise upon such terms and subject to such conditions as the board may in its absolute discretion think fit, the board shall have the power to make arrangements to provide a director with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings or in connection with an application under section 144(3) or (4) of the Companies Act 1985 (acquisition of shares by innocent nominee) or section 727 of the Companies Act 1985 (general power to grant relief in case of honest and reasonable conduct) or in defending himself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority or to enable a director to avoid incurring any such expenditure.

(e) Where at any meeting of the board or a committee of the board any arrangement falling within paragraph (d) above is to be considered, a director shall be entitled to vote and be counted in the quorum at such meeting unless the terms of such arrangement confers upon such director a benefit not generally available to any other director; in that event, the interest of such director in such arrangement shall be deemed to be a material interest for the purposes of article 91 and he or she shall not be so entitled to vote or be counted in the quorum.

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(f) To the extent permitted by the Companies Act 1985 and the Companies Act 2006, the board may exercise all the powers of the company to purchase and maintain insurance for the benefit of a person who is or was:

(i) a director, alternate director, secretary, employee, agent or consultant of the company or of a company which is or was a subsidiary undertaking of the company or in which the company has or had an interest (whether direct or indirect); or

(ii) trustee of a retirement benefits scheme, employee share scheme or other trust in which a person referred to in sub-paragraph (f)(i) above is or has been interested,

indemnifying him and keeping him indemnified against liability for negligence, default, breach of duty or breach of trust or other liability which may lawfully be insured against by the company.

Item 9.   Exhibits

Exhibit
Number				Description of Exhibit
	1	.1	—	Memorandum & Articles of Association of Barclays PLC
	4	.1	—	Form of deposit agreement dated July 15, 2002 among Barclays, The Bank of New York as ADR depositary, and all holders from time to time of American Depositary Receipts issued therein (incorporated by reference to Form F-6 (File No. 333-146411) filed with the Securities and Exchange Commission on October 1, 2007).
	5	.1	—	Opinion of Clifford Chance LLP, English solicitors to the Registrant, as to the validity of the ordinary shares.
	8	.1	—	Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Registrant, as to certain matters of United States federal income taxation.
	8	.2	—	Opinion of Clifford Chance LLP, English solicitors to the Registrant, as to certain matters of United Kingdom taxation.
	23	.1	—	Consent of PricewaterhouseCoopers LLP
	23	.2	—	Consent of Clifford Chance LLP (included in Exhibit 5.1 above).
	23	.3	—	Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1 above).
	23	.4	—	Consent of Clifford Chance LLP (included in Exhibit 8.2 above).
	24	.1	—	Power of Attorney of Certain Directors and Officers of Barclays PLC.
	24	.2	—	Power of Attorney of Authorized Representative in the United States.

Item 10.   Undertakings

The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales of the registered securities are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

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(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement,

Provided, however, that: paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the Registration Statement as of the date the filed prospectus was deemed part of and included in the Registration Statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the Registration Statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the Registration Statement relating to the securities in the Registration Statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant:

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

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(iv) Any other communication that is an offer in the offering made by the Registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions set forth in Item 8 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(7) The undersigned Registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the firm and conditional placees during the subscription period, the amount of unsubscribed securities to be purchased by the firm and conditional placees, and the terms of any subsequent reoffering thereof.

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, on this 25th day of June 2008.

Barclays plc

By:  /s/  Patrick Gonsalves

Name:     Patrick Gonsalves

Title:       Deputy Company Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons, in the capacities indicated, on June 25, 2008.

* Marcus Agius	Chairman (Chairman of the Board)
* John Varley	Group Chief Executive (Board and Executive Committee member; Principal Executive Officer)
* Robert E. Diamond Jr.	President, Barclays PLC and CEO of Investment Banking and Investment Management (Board and Executive Committee member)
* Gary Hoffman	Group Vice-Chairman (Board member)
* Christopher Lucas	Group Finance Director (Board and Executive Committee member; Principal Financial Officer and Principal Accounting Officer)
* Frederik Seegers	Chief Executive, Global Retail and Commercial Banking (Board and Executive Committee member)
* David Booth	Non-executive Director (Board member)
* Sir Richard Broadbent	Senior Independent Director (Board member)
* Richard Leigh Clifford, AO	Non-executive Director (Board member)
* Fulvio Conti	Non-executive Director (Board member)
* Professor Dame Sandra Dawson	Non-executive Director (Board member)

* Sir Andrew Likierman	Non-executive Director (Board member)
* Sir Michael Rake	Non-executive Director (Board member)
* Sir Nigel Rudd	Deputy Chairman (Board member)
* Stephen Russell	Non-executive Director (Board member)
* Sir John Sunderland	Non-executive Director (Board member)
* Patience Wheatcroft	Non-executive Director (Board member)
* James Walker	Authorized Representative in the United States
*By: /s/  Patrick Gonsalves Patrick Gonsalves Attorney-in-Fact

INDEX TO EXHIBITS

Exhibit
Number				Description of Exhibit
	1	.1	—	Memorandum & Articles of Association of Barclays PLC
	4	.1	—	Form of deposit agreement dated July 15, 2002 among Barclays, The Bank of New York as ADR depositary, and all holders from time to time of American Depositary Receipts issued therein (incorporated by reference to Form F-6 (File No. 333-146411) filed with the Securities and Exchange Commission on October 1, 2007).
	5	.1	—	Opinion of Clifford Chance LLP, English solicitors to the Registrant, as to the validity of the ordinary shares.
	8	.1	—	Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Registrant, as to certain matters of United States federal income taxation.
	8	.2	—	Opinion of Clifford Chance LLP, English solicitors to the Registrant, as to certain matters of United Kingdom taxation.
	23	.1	—	Consent of PricewaterhouseCoopers LLP
	23	.2	—	Consent of Clifford Chance LLP (included in Exhibit 5.1 above).
	23	.3	—	Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1 above).
	23	.4	—	Consent of Clifford Chance LLP (included in Exhibit 8.2 above).
	24	.1	—	Power of Attorney of Certain Directors and Officers of Barclays PLC.
	24	.2	—	Power of Attorney of Authorized Representative in the United States.

EX-1.1

Exhibit 1.1

Company Number: 48839

THE COMPANIES ACTS 1985 AND 1989

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

of

BARCLAYS PLC

1.	The name of the Company is “BARCLAYS PLC”.
2.	The Company is to be a public company.
3.	The registered office of the Company will be situated in England and Wales.
4.	The objects* for which the Company is established are:-

(A) To carry on business as an investment and holding company in all its aspects and in particular (but without prejudice to the generality of the foregoing):-

(i)

to acquire (whether by purchase, subscription, exchange or otherwise), place and underwrite, take options over and hold securities issued or guaranteed by any company or companies in any part of the world, and to vary, transpose, dispose of or otherwise deal with or turn to account any of the Company’s investments for the time being;

(ii)

to co-ordinate the administration, policies, management, supervision, control, research, planning, business operations and any and all other activities of any company or companies or group of companies any securities of which are held, directly or indirectly, by or on behalf of the Company or which is or are associated in any other manner with the Company, to enter into any arrangements with, or in relation to, any such company or group for sharing profits or losses, union of interests, joint venture, reciprocal concessions or co-operation, the provision of finance and subsidies or otherwise as may be thought expedient, to act as managers, controllers, administrators, advisers and consultants of or to any such company or group or all or any part of its business operations, and generally to perform any services or undertake any duties to or on behalf of or in any other manner assist any such company or group, in any such case with or without remuneration.

^*  Adopted by Special Resolution passed on 26th April 1971 in complete substitution for the previous objects clause. Amended by Special Resolution passed on 2nd November 1983.

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(B) To carry on the business of banking in all its aspects, including but not limited to the transaction of all financial, monetary and other business which now is or at any time during the existence of the Company may be usually or commonly carried on in any part of the world by banks, discount houses, merchant banks or financiers; and in particular (but without prejudice to the generality of the foregoing):-

(i)	to receive money on current account or on deposit on any terms, and to borrow, raise or take up money with or without security and to employ and use the same;
(ii)	to deposit, lend or advance money, securities or property, with or without security, and generally to make or negotiate loans and advances of every kind;
(iii)	to draw, make, accept, endorse, grant, discount, acquire, subscribe or tender for, buy, sell, issue, execute, guarantee, negotiate, transfer, hold, invest or deal in, honour, retire, pay, secure or otherwise dispose of obligations, instruments (whether transferable or negotiable or not) and securities of every kind;
(iv)	to grant, issue, negotiate and in any manner deal with or in letters of credit and circular notes and drafts and other forms of credits and instruments of every kind;
(v)	to buy, sell and deal in bullion, specie, precious metals, foreign exchange and commodities of every kind;
(vi)	to receive on deposit or for safe custody or otherwise documents, cash, securities and valuables of every description;
(vii)	to collect, hold and transmit money and securities and to act as agents for the receipt or payment of money or for the receipt or delivery of securities and documents;
(viii)	to issue and transact business in respect of all types of bankers’ cards and credit cards whether issued by the Company or by any other person or company;
(ix)	to act as registrars and transfer agents for any company and to maintain for any company any records and accounts which may be requisite for the purpose, and to undertake any duties in relation to the registration of transfers, the issue and deposit of certificates or other documents evidencing title to securities, or otherwise;
(x)	to act as agents, advisers or consultants in relation to the investment of money, the management of property and all insurance, pension and taxation matters, and generally to transact all agency, advisory or consultancy business of every kind.

(C) To undertake and execute the office of executor, administrator, judicial and custodian trustee, receiver, manager, committee, liquidator and treasurer and to establish, undertake and execute trusts of all kinds, whether private or public, including religious and charitable trusts, and generally to carry on trustee and executor business in all its aspects and on such terms as may be thought expedient and in particular, but without prejudice to the generality of the foregoing, to act as

 ii

	trustees for the holders of any securities of any company and as managers and trustees of unit trusts, investment trusts and pension, benevolent and other funds and to transact all kinds of business arising in connection with any of the foregoing offices and trusts, and to establish, settle and regulate and, if thought fit, undertake and execute any trusts with a view to the issue of any securities, certificates or other documents based on or representing any securities or other assets appropriated for the purposes of such trust.
(D)	To promote, effect, negotiate, offer for sale by tender or otherwise, guarantee, underwrite, secure the subscription or placing of, subscribe or tender for or procure the subscription of (whether absolutely or conditionally), participate in, manage or carry out, on commission or otherwise, any issue, public or private, of the securities of any company, and to lend money for the purposes of any such issue.
(E)	To finance or assist in the financing of the acquisition, hire, lease or sale of real and personal property of every kind, and the provision of services in connection therewith, whether by way of personal loan, hire purchase, instalment finance, deferred payment or otherwise; to acquire by assignment or otherwise debts owing to any person or company and to collect such debts, and generally to act as traders, factors, carriers, merchants or in any other capacity, and to import, export, buy, sell, let on hire, charter, barter, make advances upon, pledge or otherwise deal in real and personal property of every kind.
(F)	To enter into any guarantee, bond, recognizance, contract of indemnity or suretyship and otherwise give security or become responsible for the performance of any obligation or duties by any person or company and in particular (without prejudice to the generality of the foregoing) to guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets, present or future, and uncalled capital of the Company, or by both such methods, the performance of the obligations of and the payment of monies secured by, or payable under or in respect of the securities of any company or person, including (but without limitation) the Company’s holding company (if any) or any subsidiary of the Company or of such holding company or any company otherwise associated with the Company in business, and to give and take counter guarantees and indemnities, and to receive security for the implementation of any obligation, and to undertake the insurance, re-insurance and counter-insurance of all kinds of risks and generally to carry on the business of an insurance and guarantee company in all its aspects.
(G)	To carry on the businesses of installing, selling, renting and providing computers, data processing and storage equipment and systems, computer bureau, programming, operating and consultancy services and communication systems of all kinds, and acquiring, leasing, hiring and disposing of electronic and mechanical equipment and machinery, and ancillary chattels and property of any kind or description.
(H)	To carry on the business of providing managerial, secretarial, accountancy, consultancy, statistical and any other supervisory, executive and advisory services of whatsoever kind for or in relation to any person, company, property or business.
(I)	To act as forwarding agents, travel and shipping agents, commission agents, surveyors, architects, valuers, property consultants and managers, land and estate agents, insurance brokers and average adjusters, and generally to undertake all kinds of agency business.

iii

(J)	To raise and borrow money by any means, including the issue of debentures, loan stocks, bonds, notes and other securities, upon and subject to such terms and conditions as may be considered expedient, and to secure all or any of the Company’s liabilities in respect of money raised or borrowed, or any other debt or obligation of or binding on the Company, by mortgaging or charging all or any part of the undertaking, property and assets, present and future, and uncalled capital of the Company.
(K)	To purchase, take options over, take on lease or in exchange, hire or otherwise acquire, for any estate or interest and on such terms and for such consideration as may be considered expedient, construct and develop real and personal property of every kind.
(L)	To sell, exchange, mortgage, let on rent, royalty, share of profit or otherwise, improve, manage, turn to account, grant licences, easements, options or other rights over and in any other manner deal with or dispose of the undertaking, property and assets (including uncalled capital) of the Company or any part thereof for such consideration as may be thought fit, and in particular for securities, whether fully or partly paid up, of any other company, and to hold, deal with or dispose of such consideration.
(M)	To amalgamate or enter into partnership or any profit-sharing arrangement with and to co-operate in any way with or assist or subsidise any company, and to purchase or otherwise acquire and undertake all or any part of the business, assets and liabilities of any person or company.
(N)	To invest any monies of the Company in such investments, securities (other than shares in the Company or its holding company, if any) and any other kind of property (whether real or personal) as may be thought expedient and to hold, sell or otherwise deal with such investments, securities or property.
(O)	To establish or promote or concur in the establishment or promotion of any company.
(P)	To procure the registration or incorporation of the Company in or under the laws of any place outside England.
(Q)	To seek for and secure, and generally to utilise and exploit, openings for the employment of capital in any part of the world, and with a view thereto to employ experts to investigate into and examine the conditions, prospects, value, character and circumstances of any business concerns and undertakings, and generally of any assets, concessions, properties and rights whether in existence or contemplation.
(R)	To enter into any arrangement with any government or authority, international, supreme, municipal, local or otherwise, and to obtain any rights, concessions and privileges from any such government or authority and to carry out, exercise and comply with any such arrangements, rights, concessions and privileges.

iv

(S)	To take all necessary and proper steps in Parliament or with any government or authority, international, supreme, municipal, local or otherwise for the purpose of carrying out, extending or varying the objects and powers of the Company, or altering its constitution, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests.
(T)	To distribute any of the property of the Company among its members in specie.
(U)	To subscribe, donate or guarantee money for any national, charitable, benevolent, public, general or useful object or for any exhibition or for any purpose which may be considered likely directly or indirectly to further the objects of the Company or the interests of its members and to subscribe or donate money to any association or fund for the protection, defence or benefit of any persons or companies carrying on businesses similar to those carried on by the Company or any of its subsidiaries.
(V)	To establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or superannuation funds for the benefit of, and to give or procure the giving of donations, gratuities, bonuses, benefits, pensions, allowances or emoluments to, any persons who are or were at any time in the employment or service of the Company or of its holding company (if any) or of any company which is a subsidiary of the Company or of such holding company or is allied to or associated in business with the Company or with any such subsidiary or the predecessors in business of the Company or any other such company as aforesaid, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid or their respective predecessors in business and the wives, widows, families, dependants and personal representatives of any such persons, and also to establish and subsidise or subscribe to any institutions, associations, building and housing schemes, clubs, funds or trusts calculated to be for the benefit of any such persons as aforesaid, or to advance the interest and well being of the Company or of any such other company as aforesaid, and to make payments for or towards the insurance of any such persons as aforesaid.
(W)	To carry on any other business or activity which may seem to the Directors capable of being advantageously carried on in connection or conjunction with or as ancillary to any of the foregoing businesses or which the Directors may consider expedient with a view to rendering profitable or more profitable or enhancing directly or indirectly the value of the Company’s undertaking or any of its property or assets.
(X)	To do all or any of the foregoing things in any part of the world and either as principals, agents, contractors, trustees or otherwise and by or through trustees, agents, subsidiary and associated companies or otherwise, and either alone or in conjunction with others.

v

It is hereby declared that:-

(i)

the expression “company” (except where used in reference to this Company) shall be deemed to include any government or any statutory, municipal or public body, partnership, association, syndicate or other body of persons, whether incorporated or unincorporated and whether domiciled in England or elsewhere and the expression “securities” means and includes shares, stocks, debentures, bonds, notes, debenture stocks, loan stocks, loans, mortgages, documents or other certificates of title, depositary receipts, certificates of deposit, funds or other obligations, interests or participatory rights of any kind whatsoever;

(ii)

the objects specified in each of the paragraphs of this Clause shall not, except where the context expressly so requires, be in anywise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company, but may be carried out in as full and ample a manner and shall be construed in as wide a sense as if each of the said paragraphs defined the objects of a separate, distinct and independent company.

5.

The liability of the Members is limited.

6.

The share capital of the Company is £2,540,000,000; US$77,500,000; €40,000,000 and ¥4,000,000,000, divided into 9,996,000,000 ordinary shares of £0.25 each, 1,000,000 staff shares of £1 each, 400,000 sterling preference shares of £100 each, 150,000,000 dollar preference shares of US$0.25 each, 400,000 dollar preference shares of US$100 each, 400,000 yen preference shares of ¥10,000 each and 400,000 euro preference shares of €100 each.

vi

CAPITAL HISTORY

(a)	The original capital was £6,000,000 divided into 300,000 Shares of £20 each. Prior to 25th November 1953 and principally during the period up to 1920, the capital was increased and reorganised on a number of occasions and at the said date was £20,000,000 consisting of £3,430,356 “A” Stock, 567,411 “A” Shares of £4 each, £11,760,811 “B” Stock, £667,050 “C” Stock and 1,872,139 shares of £1 each.
(b)	By Special Resolution passed on 25th November 1953, and with the separate approval of the “A”, “B” and “C” Stockholders by Extraordinary Resolutions passed on the same day, the capital was further increased and reorganised so as to be £30,000,000 consisting of £22,247,653 Ordinary Stock, 6,752,347 Ordinary Shares of £1 each, £667,050 Staff Stock and 332,950 Staff Shares of £1 each.
(c)	The capital was subsequently increased or reorganised by Resolution as follows:-

	Date	Nature of Change		New Capital
(i)	4th February 1959	10,000,000 new Ordinary Shares	£	40,000,000
(ii)	19th August 1959	10,000,000 new Ordinary Shares	£	50,000,000
(iii)	8th February 1962	20,000,000 new Ordinary Shares	£	70,000,000
(iv)	13th February 1963	20,000,000 new Ordinary Shares	£	90,000,000
(v)	19th February 1969	20,000,000 new Ordinary Shares	£	110,000,000
(vi)	12th April 1972	120,000,000 new Ordinary Shares	£	230,000,000
(vii)	9th April 1975	45,000,000 new Ordinary Shares	£	275,000,000
(viii)	11th April 1979	40,000,000 new Ordinary Shares	£	315,000,000
(ix)	8th May 1980	45,000,000 new Ordinary Shares	£	360,000,000
(x)	28th April 1982	140,000,000 new Ordinary Shares	£	500,000,000

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	Date	Nature of Change		New Capital
(xi)	1st April 1985	400,000,000 new Ordinary Shares	£	900,000,000
(xii)	22nd April 1987	Ordinary and Staff Stock re-converted into shares	£	900,000,000
(xiii)	27th April 1988	600,000,000 new Ordinary Shares	£	1,500,000,000
(xiv)	20th March 1990	500,000,000 new Ordinary Shares	£	2,000,000,000
(xv)	9th April 2001	500,000,000 new Ordinary Shares	£	2,500,000,000
(xvi)	25th April 2002	Sub-division of 2,499,000,000 Ordinary Shares of £1 into Ordinary Shares of 25p each	£	9,997,000,000
(xvii)	24 April 2008	400,000 new Sterling Preference Shares of £100 each	£	40,000,000
		150,000,000 new Dollar Preference Shares of US$0.25 each	US$	37,500,000
		400,000 new Dollar Preference Shares of US$100 each	US$	40,000,000
		400,000 new Yen Preference Shares of JPY10,000 each	¥	4,000,000,000
		400,000 new Euro Preference Shares of €100 each	€	40,000,000

Company Number: 48839

THE COMPANIES ACTS 1985, 1989 AND 2006

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

BARCLAYS PLC

(adopted by Special Resolution passed on 24 April 2008)

CONTENTS

Article No.		Page No.
I. PRELIMINARY
1.	Application		1
2.	Interpretation		1
II. CAPITAL
A. Issues and rights
3.	Authorised share capital		7
3A.	Preference shares		10
4.	Redemption and purchase of the company’s shares		21
5.	Issue of shares with special rights or restrictions		21
6.	Variation of rights attaching to a class of shares		21
7.	Conduct of class meetings		22
8.	Special rights not varied by an issue of further shares of the class		23
9.	Financial assistance for the acquisition of the company’s shares		23
10.	Powers to disqualify from voting and impose other sanctions		23
B. Allotment of shares
11.	Unissued shares at disposal of the board		27
12.	Allotment authority of the board		27
13.	Power to pay commission and brokerage on subscription of shares		28
14.	Trusts in relation to shares not to be recognised		28
15.	Issue of warrants		28
C. Certificates
16.	Form of share certificates and method of execution		30
17.	Entitlement to receive share certificates		30
18.	Maximum number of joint holders		31
19.	Balance share certificates		31
20.	Issue of replacement share certificates		31
21.	Uncertificated shares		32

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Article No.		Page No.
D. Calls on shares
22.	Board may make calls		33
23.	When a call is deemed to be made		33
24.	Liabilities of joint holders		33
25.	Interest on unpaid calls		33
26.	Sums payable on allotment or at any fixed time deemed to be a call		33
27.	Board’s power to differentiate regarding calls		34
28.	Payment for shares in advance of calls		34
E. Forfeiture and lien
29.	Service of notice requiring payment of unpaid calls		34
30.	Contents of notice requiring payment of unpaid calls		34
31.	Forfeiture of shares		34
32.	Service of notice of forfeiture		35
33.	Forfeited shares to become the company’s property		35
34.	Former holder of forfeited shares remains liable for unpaid calls		35
35.	Company’s lien on partly paid shares		35
36.	Enforcement of lien by sale and application of proceeds of sale		36
37.	Statutory declaration as evidence of forfeiture or enforcement of lien		36
F. Transfer of shares
38.	Transfers		37
39.	No registration fees payable		37
40.	Execution of transfers		37
41.	Board’s power to refuse to register transfers in certain cases		37
42.	General conditions as to transfer		38
43.	Temporary suspension of the registration of transfers		38
44.	Company to retain transfers and power of company to destroy transfers and related documents		39
45.	Renunciation of allotment permitted		40

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Article No.		Page No.
G. Transmission of shares
46.	Surviving joint holders or personal representatives alone recognised upon death of a member		40
47.	Person becoming entitled to share by operation of law may be registered		40
48.	Person electing to be registered required to notify the company		40
49.	Rights of persons entitled to a share by transmission		41
H. Untraced shareholders
50.	Company’s power to sell shares		41
I. Alterations of capital
51.	Increase, consolidation, sub-division, cancellation and reduction		42
52.	Treatment of any fractional entitlements arising on consolidation		43
III. GENERAL MEETINGS
A. Meetings and notices
53.	Annual general meeting		44
54.	General meetings convened by the board		44
55.	Length of notice		44
56.	Notice to state right of member to appoint a proxy		44
57.	Notice to be given of members’ resolutions upon requisition		44
58.	Accidental omission or non-receipt of notice		45
B. Proceedings at general meetings
59.	Quorum		45
60.	Overflow meetings and other arrangements		45
61.	Adjournment or dissolution for lack of quorum		46
62.	Chairman of the meeting		46
63.	Adjournment for other reasons		47
64.	Notice of adjourned meeting		47
65.	Chairman’s decision final on procedural matters		47
66.	Amendments to resolutions		47
67.	Resolution decided by show of hands or poll		48

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Article No.		Page No.
68.	Objections to votes and errors in counting votes etc.		48
69.	Manner of and place for taking a poll		48
70.	Chairman’s casting vote		49
71.	When a poll has to be taken		49
72.	Notice of a poll		49
73.	Continuance of other business		49
74.	Demand for a poll may be withdrawn		49
75.	Directors entitled to attend and speak at general meetings		49
C. Votes of members
76.	Voting rights		50
77.	Voting by joint holders		50
78.	Voting on behalf of member incapable of managing own affairs		50
79.	Member need not cast his or her votes all in same way		50
80.	Execution of an instrument of proxy		50
80A.	Appointment of proxy in electronic form		51
81.	Deposit of instrument of proxy - duration of validity of instrument of proxy		51
82.	Instrument of proxy		52
83.	Board to send out instruments of proxy to all members		52
84.	Validity of acts of proxy and duly authorised representative		52
D. Corporations acting by representatives
85.	A corporate member may appoint a representative		53
IV. DIRECTORS
A. Number and remuneration of directors
86.	Number of directors		53
87.	Directors’ share qualification		53
88.	Directors’ fees		53
89.	Remuneration for extra services		54
90.	Reimbursement of expenses		54

iv

Article No.		Page No.
B. Directors’ conflicts/interests
91.	Directors’ interests		54
91A	Director may hold other positions under and may act in professional capacity for the company		60
92.	Director may hold positions with other companies		60
93.	Director may be interested in any contract		60
94.	Director to declare interest in contract with company		61
95.	Restriction on voting - matters upon which a director may vote		61
C. Vacation of office of director
96.	When office of director to be vacated		64
D. Appointment and retirement of directors
97.	Number of directors to retire by rotation		64
98.	Which directors to retire		65
99.	How vacated office to be filled		65
100.	Restriction on election of two or more directors by single resolution		65
101.	Persons eligible for election as directors		65
102.	Removal of directors by ordinary resolution		65
103.	Board’s power to appoint directors		66
E. Alternate directors
104.	A director may appoint an alternate - powers of alternate - revocation of appointment of		66
	alternate - remuneration of alternate
F. Proceedings of the board
105.	Conduct and convening of board meetings		67
106.	Quorum		68
107.	Telephone meetings		68
108.	Validity of written resolution of directors		68
109.	Continuing directors may act		69
110.	Appointment of chairman, deputy chairman and vice-chairman		69
111.	Chairman of board meetings		69

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Article No.		Page No.
112.	Executive directors		69
113.	Board may confer upon a director any of its powers		70
114.	Delegation to board committees and certain subsidiaries		70
115.	Proceedings of committees		70
116.	Acts of board or committee valid notwithstanding disqualification		71
G. General powers of the board
117.	Management of company’s business vested in board		71
118.	Board’s borrowing powers		71
119.	Appointment of attorneys		71
120.	Overseas branch registers		71
121.	Execution of certain instruments		72
122.	Company not to make loans, quasi-loans or enter into credit transactions with directors or shadow directors or connected persons		72
123.	Pension and superannuation funds - employees’ share schemes - charitable subscriptions		72
124.	Power to make provision for employees		73
H. Minutes and records
125.	Minutes and records		73
I. Secretary
126.	Appointment of and acts of the secretary		73
J. The seals
127.	Custody and use of the seals		74
128.	Use of the official seal		74
K. Authentication of documents
129.	Authentication of documents by a director, secretary or any other person appointed by		74
	the board
V. DIVIDENDS AND DISTRIBUTIONS
130.	Declaration of dividends		75
131.	Calculation and currency of dividends		75
132.	Interim and other dividends		75

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Article No.		Page No.
133.	Dividend may be declared by reference to record date		75
134.	No dividend to bear interest		76
135.	Power to deduct from dividends any unpaid debts		76
136.	Power to satisfy lien out of dividends		76
137.	Treatment of unclaimed dividends etc.		76
138.	Dividend warrants		76
139.	Any joint holder may give receipt for a dividend		77
140.	Company not obliged to send dividend warrants to untraced shareholders		77
141.	Payment of dividend in specie		78
142.	Scrip dividends		78
VI. RESERVES
143.	Board powers to carry profits to reserve and to carry forward profits		80
VII. CAPITALISATION OF PROFITS
144.	Capitalisation issue		80
145.	Board to effect capitalisations		81
VIII. ACCOUNTS AND AUDIT
146.	Keeping of accounts and retention and location of accounting records		82
147.	Accounts to be laid before general meetings		82
148.	Reports and accounts to be delivered to members, debentureholders and auditors - summary financial statements		82
149.	Cases in which reports and accounts need not be delivered		83
150.	Appointment of auditors		83
IX. COMMUNICATIONS
151.	Manner of communications		83
152.	Communications to the company		83
152A.	Communications by the company or the board in hard copy form		84
152B.	Communications by the company in electronic form		84

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Article No.		Page No.
152C.	Communications by the company by means of a website		85
152D.	Communications by other means		86
153.	Suspension of supply of documents and information to a member		86
154.	When service effected on member		87
155.	Notice by advertisement		87
156.	Documents and information to joint holders and agreement by joint holders		87
157.	Service of documents and information on persons entitled to shares by transmission		88
158.	Members not entitled to documents and information		88
X. WINDING UP
159.	Distribution of assets in specie		88
XI. INDEMNITY AND INSURANCE
160.	Indemnity and insurance for directors and other officers		89

THE COMPANIES ACTS 1985, 1989 AND 2006

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

BARCLAYS PLC

(adopted by Special Resolution passed on 24 April 2008)

I. PRELIMINARY

Application

1. No regulations or articles for management of a company contained or set out in any Act of Parliament or statutory instrument concerning companies shall apply to the company and the following shall be the articles of association of the company.

Interpretation

2.

(a) In these articles, if not inconsistent with the subject or context and save for those words and expressions defined solely for the purpose of a specific article, the words and expressions standing in the first column below shall bear the meanings set opposite to them respectively in the second column:

“address”	the meaning given to it in Section 1148 of the Companies Act 2006;
“articles”	these articles of association as amended from time to time;
“board”	the board of directors for the time being of the company or the directors of the company present at a duly convened meeting of directors at which a quorum is present or any of them acting as the board of directors in accordance with these articles;
“cash memorandum account”	an account so designated by the operator of the relevant system concerned;

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“chairman”	the chairman for the time being of the board;
“clear days”	in relation to a period of notice, that period excluding both the day when the notice is served (or deemed to be served) in accordance with these articles and the day for which it is given or on which it is to take effect;
“company”	Barclays PLC or such other name by which the company may for the time being be registered in accordance with the provisions of the statutes;
“connected”	in relation to a director of the company, has the meaning given to it in Section 252 of the Companies Act 2006;
“default shares”	the meaning given to it in article 10(b);
“deputy chairman”	a deputy chairman for the time being of the board;
“direction notice”	the meaning given to it in article 10(b);
“director”	a director for the time being of the company;
“dividend”	dividend and/or bonus;
“electronic form” and “electronic copy”	the meaning given to it in Section 1168 of the Companies Act 2006;
“electronic means”	the meaning given to it in Section 1168 of the Companies Act 2006;
“Financial Services Authority”	includes any other body which assumes the role of competent authority for the purposes of the Financial Services and Markets Act 2000;
“group”	the company and its subsidiary undertakings;
“hard copy form” and “hard copy”	the meaning given to it in Section 1168 of the Companies Act 2006;
“holder”	in relation to shares, the member whose name is entered in the register as the holder of the shares;
“London Stock Exchange”	the London Stock Exchange plc or any other body which assumes the functions of that company as its successor;
“member”	a member of the company;

2

“office”	the registered office for the time being of the company or, in the case of sending or supplying documents or information by electronic means, the address specified by the board for the purpose of receiving documents or information by electronic means;
“operator”	a person approved by the Treasury as operator of a relevant system under the Regulations;
“ordinary shares”	the ordinary shares of £1 each in the capital of the company referred to in article 3 or, as the case may require, the number thereof for the time being in issue;
“overseas branch register”	branch register of members as defined in Section 362(2);
“paid up” or “paid”	paid up and/or credited as paid up in respect of the nominal amount of a share;
“prescribed period”	the meaning given to it in article 12(d);
“principal place”	the meaning given to it in article 60(a);
“qualifying person”	an individual who is a member, a person authorised under Section 323 of the Companies Act 2006 to act as the representative of a corporation in relation to a meeting, or a person appointed as proxy of a member in relation to that meeting;
“recognised clearing house”	a body declared by an order of the Secretary of State for the time being in force to be a recognised clearing house for the purposes of the Financial Services and Markets Act 2000;
“recognised investment exchange”	a body declared by an order of the Secretary of State for the time being in force to be a recognised investment exchange for the purposes of the Financial Services and Markets Act 2000;
“register”	the register of members of the company;
“Regulations”	the Uncertified Securities Regulations 2001 as amended from time to time, including any provisions of or under the Companies Act 1985 and the Companies Act 2006 which alter or replace such regulations;

3

“relevant system”	any computer-based system and procedures, permitted by the Regulations which enables title to units of a security to be evidenced and transferred without a written instrument and which facilitates supplementary and incidental matters and shall include, without limitation, an Operator-system, as defined in the Regulations;
“rights issue”	the meaning given to it in article 12(d);
“seal”	the common seal (if any) of the company;
“Section 793 notice”	the meaning given to it in article 10(b);
“Section 80 amount” and “Section 89 amount”	the meanings given to them in article 12(d);
“securities seal”	the official seal (if any) of the company permitted to be used by Section 40;
“staff shares”	the staff shares of £1 each in the capital of the company referred to in article 3 or, as the case may require, the number thereof for the time being in issue;
“statutes”	the Companies Act 1985, the Companies Act 1989, the Companies Act 2006 and every other act and statutory instrument for the time being in force concerning companies and affecting the company;
“statutory accounts”	the meaning given to it in article 148(a);
“subsidiary”	a subsidiary as defined in Section 736;
“subsidiary undertaking”	a subsidiary undertaking as defined in Section 1162 of the Companies Act 2006;
“summary financial statement”	the meaning given to it in article 148(b);
“suspension date”	the meaning given to it in article 10(b);
“transfer office”	the location at which the register is for the time being kept or, in the case of sending or supplying documents or information by electronic means, the address specified by the board for the purpose of receiving documents or information by electronic means;
“United Kingdom”	the United Kingdom of Great Britain and Northern Ireland;

4

“vice-chairman”	a vice-chairman for the time being of the board; and
“in writing”	written or produced by any method of representing or reproducing words in a legible and non-transitory form, including in electronic form.

(b) The following provisions shall apply to the construction or interpretation of these articles or any part thereof:

(i)	any reference to any section or provision of any Act of Parliament shall, if not inconsistent with the subject or context, include every statutory modification, addition or re-enactment thereto or thereof for the time being in force;
(ii)	words and expressions used in the Regulations have the same meaning when used in these articles;
(iii)	references in these articles to a share (or to a holding of shares) being in uncertificated form or in certificated form are references, respectively, to that share being an uncertificated unit of a security or a certificated unit of a security;
(iv)	for the purposes of these articles, a dematerialised instruction is properly authenticated if it complies with the specifications referred to in paragraph 5(3) of Schedule 1 to the Regulations;
(v)	any reference to a numbered article shall be a reference to the article bearing that number in these articles and includes reference to such article as amended from time to time and any reference in an article to a paragraph or sub-paragraph shall, unless stated otherwise, be to a paragraph or sub-paragraph of such article;
(vi)	any reference to a numbered Section, Part or Schedule shall, unless stated otherwise, be a reference to the Section, Part or Schedule bearing that number in the Companies Act 1985 (subject to the provisions of paragraph (b)(i));
(vii)	words importing the singular number include the plural and vice versa;
(viii)	words importing the masculine gender include the feminine gender and the neuter and vice versa;
(ix)	words importing persons include companies, corporations, firms and other unincorporated bodies;
(x)	the expression “secretary” shall mean and include the secretary and any joint, deputy or assistant secretary for the time being of the company and any person qualified in accordance with the statutes appointed by the board to perform any of the duties of the secretary or a deputy or assistant secretary;

5

(xi)	save as aforesaid, any words or expressions defined in the statutes shall, if not inconsistent with the subject or context, bear the same meanings in these articles except that the word “company” includes any body corporate or unincorporate;
(xii)	a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these articles;
(xiii)	the expression “meeting of the company” shall be deemed to include, unless the context otherwise requires, a separate meeting of the holders of any class of shares and the expression “meeting” shall be construed accordingly;
(xiv)	a member is “present” at a meeting if the member (being an individual) attends in person or if the member (being a corporation) attends by its duly authorised representative, who attends in person; or if the member attends by his or its duly appointed proxy, who attends in person;
(xv)	reference to a document being executed or signed include references to its being executed or signed under hand or under seal or by electronic signature or by any other method approved by the board;
(xvi)	references to any document include references to any information in visible form whether having physical substance or not; and
(xvii)	the headings contained in these articles are included for convenience only and shall not in any way affect their construction.

II. CAPITAL

A. ISSUES AND RIGHTS

Authorised share capital

3.

(a) The share capital^* of the company at the date of the adoption of these articles consists of £2,500,000,000 divided into 2,499,000,000 ordinary shares of £1 each and 1,000,000 staff shares of £1 each.

Ordinary shares and staff shares

3.

^*  An ordinary resolution of the Company was passed on 25 April 2002 subdividing the issued and unissued ordinary shares of £1 each in the Capital of the Company into 4 ordinary shares of 25p each. Pursuant to a special resolution of the company dated 24 April 2008, the share capital of the company was increased by the creation of 400,000 sterling preference shares of £100 each, 400,000 dollar preference shares of US$100 each, 150,000,000 dollar preference shares of US$0.25 each, 400,000 euro preference shares of €100 each, and 400,000 yen preference shares of ¥10,000 each.

6

(b) As between the ordinary shares and the staff shares the following provisions apply:

(i)	The profits of the company available for distribution and resolved to be distributed in respect of any year or other financial period to the holders of ordinary shares and the holders of staff shares shall be applied first in payment of a fixed dividend for such year or other period at the rate of 20 per cent. per annum on the staff shares (subject nevertheless to the special restriction hereinafter provided for in the case of staff shares held by persons not being employees and provided further that no dividend shall be declared or paid on the staff shares in respect of any year or other financial period unless some dividend in respect of the same year or other financial period is paid on the ordinary shares) and the balance shall be applied in the payment of dividends on the ordinary shares. This is subject to the rights of any other class of shares which then exist.
(ii)	In the event of any return of capital by way of reduction of capital or on liquidation the ordinary and staff shares shall rank pari passu in proportion to the amounts paid up or credited as paid up on the shares of each class, except that in the event of a winding up of the company the holders of the staff shares shall be entitled to participate in the surplus assets available for distribution among the members to the extent of the amounts paid up on the staff shares held by them respectively plus 10 per cent. of such amounts, but shall not further participate in surplus assets. This is subject to the rights of any other class of shares which then exist.
(iii)	The following restriction on the participation of staff shares in dividend shall have effect, namely: if and whenever and so long as any staff share shall be held by any person not being an employee for the time being, such staff share shall be entitled to rank for dividend pari passu with the ordinary shares up to a maximum dividend of 6 per cent. for the year upon the amount paid up thereon, but not to any greater extent, and any further amount to which in the absence of this provision such staff share would have been entitled shall be available as additional dividend on all the other shares of the company (except only any staff shares not for the time being held by employees) according to the rights and interests of such other shares in dividends. When a staff share ceases to be held by an employee during the currency of any financial year or having ceased to be held by an employee becomes again held by an employee during the currency of any financial year the restriction on the dividend on such staff share shall be limited to the proportion of the year during which such share shall not have been held by an employee, dividend for this purpose being treated as earned equally from day to day during the financial year and the apportionment for the purpose of this article being made according to the number of days of the financial year during which such share shall have been held by an employee and by any person not being an employee respectively.

7

(iv)	The expression “employee” wherever used in connection with staff shares means a person who is for the time being in the employment of the company or Barclays Bank PLC and receiving remuneration from the company or Barclays Bank PLC for such employment other than as a director thereof, but shall not include directors of either such company.
(v)	The following further restrictions and provisions apply to the staff shares:

(A)	No staff share shall without the previous consent of the board be transferred to any person so long as any employee selected by the board as transferee of the share is willing to purchase the same at the fair value as hereinafter defined.
(B)	In order to ascertain whether any employee selected by the board as aforesaid is willing to purchase any such staff share the proposed transferor shall give notice in writing (hereinafter called “the transfer notice”) to the company at the office that he desires to transfer the same. Such notice shall specify the sum which he fixes as the fair value and shall constitute an offer by the proposing transferor to sell the share to any employee selected as aforesaid (hereinafter called “the purchaser”) at the price so fixed. The transfer notice may include several shares, and in such case shall operate as if it were a separate transfer notice in respect of each share. A transfer notice shall not be revocable except with the consent of the board.
(C)	The sum fixed by a transfer notice as the fair value of a staff share shall in no case exceed the amount credited as paid up thereon together with such amount (if any) in respect of current profits (i.e. profits from the day to which dividends were last declared to the day of transfer) as shall be proportionate to the then expired portion of the then current half-year on the basis of a dividend at the same rate as that declared in respect of the then preceding half-year, regard however being had to paragraph (b)(iii) in cases to which such paragraph applies.
(D)	If the board shall within 60 days after being served with such transfer notice find an employee selected as aforesaid willing to purchase such staff share and shall give notice thereof to the proposing transferor the proposing transferor shall be bound upon payment of the fair value to transfer the share to the purchaser.
(E)	In case the proposing transferor after having become bound as aforesaid makes default in transferring the share, the company may receive the purchase money and the board may thereupon nominate some person to execute the necessary transfer and on the execution of such transfer the board shall cause the name of the purchaser to be entered on the register as the holder of the share, and the company shall hold the purchase money in trust for the proposing transferor. The receipt of the company for the purchase money shall be a good discharge to the purchaser, and after the name of the purchaser has

8

	been entered on the register in purported exercise of the said power the validity of the proceedings shall not be questioned by any person.
(F)	If the company shall not within 60 days after being served with a transfer notice find a person willing to purchase the staff share and give notice in manner aforesaid, the proposing transferor may at any time within three months afterwards sell and transfer the share to any person and at any price, but the board may without assigning any reason decline to prepare or to register any such transfer to any person (whether already a member or not) not approved by it as the transferee of such share.
(G)	Whenever and in every case where any staff share shall be held by any person who shall not for the time being be an employee, the board may at any time call on the person who shall be the holder thereof or entitled thereto by transmission to give to the company a transfer notice in respect thereof within the meaning of paragraph (b)(v)(B), and if such person shall not comply with such call within seven days then at the end of such seven days he shall be deemed to have served the company with a transfer notice in respect thereof and to have specified the sum mentioned in paragraph (b)(v)(B) as the sum which he fixes as the fair value and the subsequent provisions of paragraph (b) concerning transfer notices and the proceedings consequent thereon shall take effect.

Preference shares

3A.

(A)

Issue Preference shares may be issued from time to time in one or more series with such rights, and subject to such restrictions and limitations, as the board may determine in the board resolution approving the issue thereof and so that preference shares may be issued in one or more separate series in each case having attached thereto rights, limitations and restrictions which either are identical (save as to the date from which such preference shares rank for dividend) with the rights, limitations and restrictions attached to any other series of preference shares or are different in any respect from the rights, limitations and restrictions attached to any such other series. Each series of preference shares shall be designated in such manner as may be so determined by the board, and it does not have to make changes to these articles to do this. The terms of any series of preference shares can be set out in language which reflects the substance, rather than the language, of these articles.

(B)

Distributions Without prejudice to paragraph (I) of this article 3A and save as the board may determine, prior to the issue thereof, each series of preference shares shall rank, in regard to participation in profits, in priority to the payment of any dividend to the holders of ordinary shares and staff shares and in priority to or pari passu with any other class of shares in the company (except shares which by their terms rank in priority to the preference shares of the relevant

9

series as regards participation in profits). Profits of the company available for distribution and permitted by law to be distributed will be applied in paying to holders of preference shares of each series a preferential dividend (“preference dividend”) payable in such currency at such rates (whether fixed or calculated by reference to or in accordance with a specified procedure or mechanism), on such dates and on such other terms as may be determined by the board prior to allotment thereof.

(C) Non-payment of dividends All or any of the following provisions shall apply in relation to any series of preference shares if so determined by the board prior to the allotment thereof:

(i) If, on any date (the “dividend payment date”), a preference dividend is to be paid but the board considers that distributable profits of the company available for distribution are insufficient (after payment in full, or the setting aside of a sum to enable the payment in full, of dividends expressed to be payable on the relevant dividend payment date on any class of shares in the capital of the company ranking pari passu with or in priority to the relevant series of preference shares as regards participation in the profits of company, and after payment in full, or the setting aside of a sum to enable the payment in full, of all dividends expressed to be payable on a date earlier than the relevant dividend payment date on any class of shares in the capital of the company that ranks pari passu with or in priority to the relevant series of preference shares in such regard and carries cumulative rights to dividends), then (subject to sub-paragraph (iii) of this article 3A(C)) preference dividends shall be paid to the extent of the distributable profits on a pro rata basis so that:

(1)	the aggregate amount of preference dividends payable on the relevant series of preference shares; and
(2)	the aggregate amount of all dividends which are payable on such date on each other class of shares whose rights state that they rank equally with the relevant series of preference shares with respect to sharing in profits; and
(3)	the aggregate amount of dividends paid or set aside for payment on such date on each other class of shares ranking pari passu with the relevant series of preference shares in such regard and carrying cumulative rights to dividends, on which dividends were expressed to be payable before such date,

will bear to each other the same ratio as the full amounts of dividends:

(A)	expressed to be payable in aggregate on the relevant series of preference shares on such date;
(B)	expressed to be payable in aggregate on each such other pari passu ranking class of shares on which dividends are expressed to be payable on such date; and

10

(C) paid, or set aside for payment of, in aggregate on each such other pari passu ranking class of shares carrying cumulative rights to dividends in respect of dividends expressed to be payable before such date,

bear to each other.

(ii)	If it turns out that any such preference dividend should not have been paid, either in whole or in part, as set out in sub-paragraph (i) of this article 3A(C), then provided the board has acted in good faith, neither it (nor any director) nor the company shall incur any liability for any loss which any shareholder may suffer in consequence of such payment having been made.
(iii)	Notwithstanding sub-paragraph (i) of this article 3A(C), on any dividend payment date, the board may, at its discretion, determine that the preference dividend which would otherwise be payable may either not be payable at all or only payable in part.
(iv)	If a preference dividend on any preference share of any series is not paid, or is paid only in part, pursuant to sub-paragraphs (i) or (iii) of this article 3A(C), the holders of those preference shares who did not receive a preference dividend in whole or in part shall have no claim in respect of such non-payment or non-payment in part, as applicable. The company shall have no obligation to pay the preference dividend accrued for the relevant dividend period or to pay interest thereon, whether or not preference dividends are paid on any preference shares of any series for any future dividend period.
(v)	If the board considers that paying all or any part of any preference dividend on any preference shares of any series would result in a breach of the capital adequacy requirements of the Financial Services Authority which apply to the company and/or any of its subsidiaries, none of the part of that preference dividend which would result in a breach of the capital adequacy requirements of the Financial Services Authority will be paid, unless the Financial Services Authority otherwise agrees.
(vi)	If, in respect of preference shares of any series, any preference dividend is not paid in full on a dividend payment date (the “relevant dividend payment date”) (or a sum is not set aside to provide for its payment in full), the dividend restriction shall apply. The “dividend restriction” means that neither the company nor Barclays Bank PLC may (a) pay a dividend (other than payment by the company of a final dividend declared by its shareholders prior to the relevant dividend payment date, or a dividend paid by Barclays Bank PLC to the company or to another wholly-owned subsidiary of the company) on any of their respective ordinary shares, other preference shares or other share capital ranking pari passu with or junior to the relevant series of preference shares in respect to dividend payments and rights in liquidation or (b) redeem, purchase, reduce or otherwise acquire any of their respective ordinary shares, preference

11

shares or other share capital, other than shares of Barclays Bank PLC held by the company or by a wholly-owned subsidiary of the company (or set aside any sum or establish any sinking fund for the redemption, purchase or other acquisition thereof), until the earlier of (1) the dividend payment date on which the company next pays (or sets aside a sum to provide for the payment of) a preference dividend in full on the relevant series of preference shares and (2) the date on or by which all of the preference shares of the relevant series of preference shares are either redeemed in full or purchased by or for the account of the company, in each case in accordance with these articles and the terms of preference shares of the relevant series of preference shares.

(D) Rights on a winding-up etc. In the event of a winding-up or any other return of capital by way of reduction of capital (other than, unless provided by their terms of issue, a redemption or purchase by the company of any of its issued shares, or a reduction of share capital, permitted by these articles and under applicable law), the assets of the company available for distribution among the members shall be applied in paying to holders of any series of preference shares pari passu in proportion to the amounts paid up or credited as paid up on the preference shares in priority to any payment to the holders of ordinary shares and any other class of shares in the capital of the company then in issue ranking junior to the relevant series of preference shares and pari passu on such a return of capital with the holders of any other class of preference shares in the capital of the company then in issue (other than any class of shares in the capital of the company then in issue ranking in priority to the relevant series of preference shares on such return of capital) an amount per preference share equal to the aggregate of:

(i)	the amount paid up or treated as paid up in respect of the nominal value of the preference share;
(ii)	any premium which was paid or treated as paid when the preference share was issued;
(iii)	the preference dividend accrued thereon for the then current dividend period to the date of the commencement of the winding-up or other such return of capital; and
(iv)	an amount equal to any dividend that has been resolved to be paid on or after the date of commencement of the winding-up or return of capital but which is payable in respect of a dividend period ending on or before such date.

	Holders of preference shares of any series shall not be entitled to participate further in the assets of the company available for distribution among the members.
(E)	Redemption Save as may otherwise be prescribed by the board in regard to any series of preference shares prior to allotment thereof, the preference shares shall, subject to the statutes at the time of allotment, be redeemable at the option

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of the company, and shall be governed by the following provisions as to redemption:

(i)	the company may, subject to the statutes at the time of allotment, to these articles and to giving one month’s prior written notice to the Financial Services Authority (if required), redeem all or some only of any series of preference shares on the relevant redemption date and on any dividend payment date thereafter. The expression “redemption date” means, in relation to any series of preference shares, any date which falls not less than five years after the date (the “issue date”) when such series of preference shares was first issued;
(ii)	subject as mentioned in sub-paragraph (i) of this article 3A(E), there shall be paid on each preference share so redeemed, in whatever currency the board decides prior to the allotment of the relevant series thereof, the aggregate of the nominal amount thereof, any premium credited as paid up upon such preference share and the preference dividend accrued thereon for the then current dividend period to the date fixed for redemption but only to the extent that any such amount was, or would have been, payable as a cash dividend in accordance with or pursuant to article 3A(B) and article 3A(C);
(iii)	redemption is effected by giving to the holders of the preference shares to be redeemed not less than 30 nor more than 60 days’ notice (a “redemption notice”). The redemption notice shall state:

(1)	the particular series of preference shares to be redeemed;
(2)	the applicable redemption date;
(3)	the redemption price (specifying details of the amount of any preference dividend accrued and unpaid to be included therein and stating that preference dividends on the preference shares to be redeemed will cease to accrue on redemption);
(4)	the place or places at which documents of title in respect of such preference shares are to be presented and surrendered for redemption; and
(5)	the procedures for redeeming registered and bearer preference shares.

If some only of the preference shares are to be redeemed, the board shall for the purpose of ascertaining the preference shares to be redeemed cause a drawing to be made at the office (or at such other place as the board decides) in the presence of a representative of the auditors;

(iv) the provisions of this and the following sub-paragraphs shall have effect in relation to preference shares of any series for the time being issued and outstanding in registered form (“registered preference shares”) and represented by certificates (“certificates”) and in relation to preference

13

	shares of any series which are for the time being issued and outstanding in bearer form (“bearer preference shares”) and represented by share warrants (“warrants”);
(v)	payment in respect of the amount due on redemption of a registered preference share shall be made (a) in the case of euro preference shares by euro cheque drawn on a branch of a bank in London or the Euro-zone (as the case may be); (b) in the case of dollar preference shares by dollar cheque drawn on a branch of a bank in London or New York (as the case may be); (c) in the case of sterling preference shares by pounds sterling cheque drawn on a branch of a bank in London; and (d) in the case of yen preference shares by yen cheque drawn on a branch of a bank in London or Tokyo (as the case may be) or, upon the request of the holder or joint holders not later than the date specified for the purpose in the notice of redemption, by transfer to (a) in the case of euro preference shares, a euro account maintained by the payee with a branch of a bank in London or the Euro-zone (as the case may be); (b) in the case of dollar preference shares, a dollar account maintained by the payee with a branch of a bank in London or New York (as the case may be); (c) in the case of sterling preference shares, a pounds sterling account maintained by the payee with a branch of a bank in London; and (d) in the case of yen preference shares, a yen account maintained by the payee with a branch of a bank in London or Tokyo (as the case may be). Such payment will be made against presentation and surrender of the relative certificate at the place or one of the places specified in the redemption notice;
(vi)	payment in respect of the amount due on redemption of a bearer preference share shall be made (a) in the case of euro preference shares by euro cheque drawn on a branch of a bank in London or the Euro-zone (as the case may be); (b) in the case of dollar preference shares by dollar cheque drawn on a branch of a bank in London or New York (as the case may be); (c) in the case of sterling preference shares by pounds sterling cheque drawn on a branch of a bank in London; and (d) in the case of yen preference shares by yen cheque drawn on a branch of a bank in London or Tokyo (as the case may be) or, upon the request of the holder not later than the date specified for the purpose in the notice of redemption, by transfer (a) in the case of euro preference shares to a euro account maintained by the payee with a branch of a bank in London or the Euro-zone (as the case may be); (b) in the case of dollar preference shares to a dollar account maintained by the payee with a branch of a bank in London or New York (as the case may be); (c) in the case of sterling preference shares to a pounds sterling account maintained by the payee with a branch of a bank in London; and (d) in the case of yen preference shares, a yen account maintained by the payee with a branch of a bank in London or Tokyo (as the case may be). Such payment will be made against presentation and surrender of the relative warrant at the place or one of the places specified in the redemption notice. Upon the relevant redemption date all unmatured dividend coupons (if any), and any talon for additional

14

	dividend coupons, appertaining thereto (whether or not attached) shall become void and no payment will be made in respect thereof;
(vii)	all payments in respect of redemption moneys will in all respects be subject to any applicable fiscal or other laws and other regulations;
(viii)	as from the relevant redemption date the dividend on the preference shares due for redemption shall cease to accrue except on any such preference share in respect of which, upon the due surrender of the certificate or, as the case may be, the warrant therefor in accordance with sub-paragraph (v) or, as the case may be, (vi) above, payment of the redemption moneys due on such redemption date shall be improperly withheld or refused in which case the said dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant redemption date to the date of payment of such redemption moneys. Such preference shares shall not be treated as having been redeemed until the redemption moneys in question, together with the accrued dividend thereon, shall have been paid;
(ix)	if the due date for the payment of the redemption moneys on any euro preference share is not a day (other than a Saturday or Sunday) on which (1) banks in London are open for business (2) foreign exchange dealings may be conducted in euro and (3) the Trans-European Automated Real Time Gross Settlement Express Transfer System (TARGET or TARGET2) (or any successor thereto determined by the company) is open (a “euro business day”), then payment of such moneys will be made on the next succeeding day which is a euro business day (and without any interest or other payment in respect of such delay);
(x)	if the due date for the payment of the redemption moneys on any dollar preference share is not a day (other than a Saturday or Sunday) on which (1) banks in New York or London are open for business or (2) foreign exchange dealings may be conducted in dollars (a “dollar business day”), then payment of such moneys will be made on the next succeeding day which is a dollar business day (and without any interest or other payment in respect of such delay);
(xi)	if the due date for the payment of the redemption moneys on any sterling preference share is not a day (other than a Saturday or Sunday) on which banks in London are open for business (a “London business day”), then payment of such moneys will be made on the next succeeding day which is a London business day (and without any interest or other payment in respect of such delay);
(xii)	if the due date for the payment of the redemption moneys on any yen preference share is not a day (other than a Saturday or Sunday) on which (1) banks in Tokyo or London are open for business or (2) foreign exchange dealings may be conducted in yen (a “Tokyo business day”), then payment of such moneys will be made on the next succeeding day

15

	which is a Tokyo business day (and without any interest or other payment in respect of such delay);
(xiii)	the receipt of the holder for the time being of any registered preference share (or in the case of joint holders the receipt of any of them) and the receipt of the person delivering any warrant to the place or one of the places specified in accordance with sub-paragraph (iii) of this article 3A(E), in respect of the moneys payable on redemption of the registered preference share or, as the case may be, the bearer preference share, shall constitute an absolute discharge to the company; and
(xiv)	upon the redemption or purchase of any class of preference shares the company may, if determined by the board, convert the unissued preference shares existing as a result of such redemption or purchase into shares of any other class of share capital into which the authorised share capital of the company is or may at any time be divided of the same nominal amount and denominated in the same currency as such class of preference shares or into unclassified shares of the same nominal amount and in the same currency as such class of preference shares.

(F)

Purchases The company may at any time purchase, or cause to be purchased for its account, all or any of any series of preference shares, subject to the provisions of the statutes, these articles and all other applicable rules and regulations and subject to the consent of or prior notification to the Financial Services Authority (if required), at any price. The company shall not be required to select the preference shares to be purchased rateably or in any other particular manner as between the holders of any series of preference shares or as between them and the holders of shares of any other class of shares or in accordance with the rights as to dividends or capital conferred by any class of shares.

(G)

Form of Transfer

(i)	Title to any preference share represented by a share warrant to bearer will pass by delivery of the relevant bearer preference share warrants. Title to any preference share in registered form will pass by transfer and registration on the register for such preference shares.
(ii)	The bearer of any share warrant for any preference share and the persons (if any) in whose names any preference shares are for the time being registered, shall (to the fullest extent permitted by applicable law) be deemed to be, and shall be treated as, the holders and absolute owners of the relevant preference shares for the purpose of receiving payment in respect thereof and for all other purposes (notwithstanding any notice of ownership or writing thereon or any notice of previous loss or theft thereof or any trust or other interest therein), whether or not any payment in respect of the preference shares shall be overdue.
(iii)	Each exchange or registration of transfer of preference shares in registered form will, subject to and in accordance with these articles, be effected by

16

entry on the register for such preference shares kept by the company’s registrar at its office in the United Kingdom. No fee shall be charged on the registration of any instrument of transfer or other instrument relating to or affecting the title to the preference shares, but the person requesting such registration will be required to pay any related taxes, stamp duties or other governmental charges.

(iv)

Upon presentation to the company’s registrar at its office in the United Kingdom, a bearer preference share warrant may be exchanged for the relevant preference share in registered form, in which event the holder of the bearer preference share warrant will be registered as a holder of the preference shares in the register of members of the company and will receive a certificate made out in such holder’s name. The exchange of preference shares represented by a bearer preference share warrant for preference shares in registered form will also be subject to applicable UK tax laws and regulations in effect at the time of the exchange. No exchange will be made unless any resulting taxes, stamp duties or other governmental charges have been paid to the company. Preference shares in registered form will not be exchangeable, in whole or in part, for preference shares represented by a share warrant to bearer.

(H)	Voting at general meetings of the company The holders of any series of preference shares shall not be entitled to receive notice of, or attend or vote at, any general meeting of the company.
(I)	Variations of rights and further issues

(i) The company may at any time or from time to time, without the consent or sanction of the holders of preference shares of any series, create and issue further preference shares or other share capital (“further shares”) of one or more series ranking as regards participation in the profits and assets of the company pari passu with, or junior to, the preference shares, but not (other than on a redemption or purchase by the company of any such shares, or a reduction of share capital, permitted by these articles and under applicable law) in priority thereto unless the holders of each class of preference shares to which such shares are to rank in priority have so sanctioned or consented thereto in accordance with article 6, and so that, save as aforesaid, the further shares of any series may either carry rights identical in all respects (except as regards the date from which such shares rank for dividend) with the preference shares of any series or carry rights differing therefrom in any respect including, but without limitation, in that:

(1)	the rate and/or basis of calculating dividends may differ and the dividend may be cumulative or non-cumulative;
(2)	such shares may rank for dividends as from such date as may be provided by the terms of issue thereof and the dates for payment of dividend may differ;

17

(3)	such shares may be denominated in any currency or, if permitted by law, any basket of currencies;
(4)	a premium may be payable on return of capital or there may be no such premium;
(5)	such shares may be redeemable at the option of the company or may be non-redeemable;
(6)	different or no restrictions may apply in the event a dividend is not paid on such shares on a scheduled dividend payment date therefor; and
(7)	such shares may be convertible into ordinary shares or any other class of shares ranking as regards participation in the profits and assets of the company pari passu with or junior to any class of the sterling preference shares, dollar preference shares, euro preference shares or yen preference shares,

in each case on such terms and conditions as may be prescribed by the terms of issue thereof.

(ii) Subject to legislation in force at the relevant time, a series of preference shares shall have such rights to share in the profits and assets of the company and such other rights as the board shall decide to give it before the preference shares of that series are first allotted but any such decision shall be without prejudice to any preference shares then in issue and no such decision shall vary or abrogate all or any of the rights, preferences, privileges, limitations or restrictions attaching to those preference shares then in issue without such consent to the variation or abrogation as is required by these articles

(J)	Substitution The company may at any time or from time to time, without the consent or sanction of the holders of preference shares of any series create and issue further preference shares of one or more series which provide for the company to substitute or exchange such further preference shares in whole, but not in part, with other instruments in an equivalent nominal face amount to the aggregate liquidation preference of such preference shares, at any time without any requirement for consent or approval of the holders of the further preference shares. Upon such substitution, the proceeds of redemption of the preference shares would be mandatorily applied to the subscription or purchase of the instruments so issued. The board may determine on issue of any series of preference shares the method of substitution and the terms of the instrument that will be issued in substitution for such preference shares.
(K)	Other Terms The board may decide any other terms and conditions of issue of a series of preference shares whatsoever.
(L)	Definitions For the purposes of this article:

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(i)	“dividend period” means the period from and including a dividend payment date (or the issue date) to but not including the next succeeding dividend payment date;
(ii)	“dollar preference shares” means the preference shares of US$0.25 each in the capital of the company referred to in articles 3 and 3A or, as the case may require, the number thereof for the time being in issue and the preference shares of US$100 each in the capital of the company referred to in articles 3 and 3A or, as the case may require, the number thereof for the time being in issue;
(iii)	“euro preference shares” means the preference shares of €100 each in the capital of the company referred to in articles 3 and 3A or, as the case may require, the number thereof for the time being in issue;
(iv)	“Euro-zone” means the region comprised of member states of the European Union which adopt the Euro in accordance with the Treaty establishing the European Community, as amended;
(v)	“preference shares” means the dollar preference shares, euro preference shares, sterling preference shares or yen preference shares, as the case may be;
(vi)	“sterling preference shares” means the preference shares of £100 each in the capital of the company referred to in articles 3 and 3A or, as the case may require, the number thereof for the time being in issue;
(vii)	“yen preference shares” means the preference shares of ¥10,000 each in the capital of the company referred to in articles 3 and 3A or, as the case may require, the number thereof for the time being in issue;
(viii)	references to “US$”, “dollars” and “cents” are references to the lawful currency for the time being of the United States of America;
(ix)	references to “€” and “euro” are references to the lawful currency of the member states of the European Union that have adopted or adopt the single currency in accordance with the Treaty establishing the European Community, as amended from time to time;
(x)	references to “£” and “sterling” are references to the lawful currency for the time being of the United Kingdom;
(xi)	references to “yen”, “¥” and “JPY” are references to the lawful currency of Japan.

Redemption and purchase of the company’s shares

4.

(a) Subject to the provisions of the statutes and to the rights conferred on the holders of any other shares and to any necessary amendment to these articles,

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any share may be issued on terms that it is, or at the option of the company or the holder thereof is to be liable, to be redeemed.

(b)

The company may purchase its own shares (including any redeemable shares) subject to the provisions of the statutes and of these articles and, if there is in issue any class of convertible shares for the time being forming part of the capital of the company, to the holders of not less than three-quarters of such class giving their approval in writing or, alternatively, to a special resolution approving the purchase being passed at a separate meeting of the holders of such class, in each case in accordance with the terms of issue of such convertible shares.

Issue of shares with special rights or restrictions

5. Without prejudice to any rights for the time being conferred on the holders of any shares or class of shares (which rights shall not be varied or abrogated, except with such consent or sanction as is provided by article 6) any share in the company may be allotted and issued with such preferred, deferred or other rights, or such restrictions, whether in regard to dividend, return of capital, voting, conversion or otherwise, as the company may from time to time by ordinary resolution determine (or, failing such determination, as the board may determine).

Variation of rights attaching to a class of shares

6. If the capital shall be divided into different classes of shares the holders of any class of shares shall have power at any time, and from time to time, and whether before or during liquidation, by a special resolution passed at a meeting of such holders, of which notice specifying the intention to propose such resolution shall have been duly given, to consent on behalf of all the holders of shares of the class:

(a)	to the issue or creation of any shares ranking equally with the shares of the class, or having any priority thereto, which could not be issued under the powers contained in these articles without the consent of all the holders of shares of the class; or
(b)	to the abandonment or alteration of any preference, privilege, priority or special right, whether as regards capital or dividends, or of any right of voting affecting the class of shares, or to the abandonment of any accrued dividend, or the reduction for any time or permanently of the dividends payable thereon, or to the amalgamation into one class of the shares of any two or more classes, or to the division of shares into shares of different classes, or to any alteration in these articles varying or abrogating or putting an end to any rights or privileges attached to shares of the class; or
(c)	to any scheme for the reduction of capital prejudicially affecting the class of shares as compared with any other class, and not otherwise authorised by these articles; or
(d)	to any scheme for the distribution of assets in money or kind in or before liquidation (though such scheme may not be in accordance with legal rights) or to any contract for the sale of the whole or any part of the company’s

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undertaking or property determining the manner in which, as between the several classes of shareholders, the purchase consideration shall be distributed (though such distribution may not be in accordance with legal rights); and

(e)

generally, to any alteration, contract, compromise or arrangement which the persons voting thereon could, if sui juris and holding all the shares of the class, consent to or enter into; and a resolution so passed shall be binding upon all the holders of shares of the class provided that this article shall not be read as implying the necessity for such consent in any case in which, but for this article, the object of the resolution could have been effected without it.

Conduct of class meetings

7. Any meeting for the purpose of article 6 shall be convened and conducted in all respects as nearly as possible in the same way as a general meeting of the company and all the provisions of these articles as to such general meetings shall mutatis mutandis apply, provided that:

(a)	no member (other than a director) shall be entitled to notice of such meeting, unless he holds shares of the class intended to be affected by the resolution;
(b)	no person (other than a director or the duly appointed proxy or duly authorised representative of a member entitled to shares of the class intended to be affected by the resolution) shall be entitled to attend at such meeting unless he holds shares of that class;
(c)	votes shall only be given in respect of shares of the class intended to be affected by the resolution;
(d)	at any such meeting (other than an adjourned meeting) the quorum shall be two qualifying persons present and entitled to vote and holding, representing or authorised to exercise voting rights in respect of, at least one-third in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares), and the quorum for an adjourned meeting shall be one qualifying person present and entitled to vote and holding, representing or authorised to exercise voting rights in respect of, a share or shares of that class; and
(e)	a poll may be demanded at any such meeting by any holder of shares of the class intended to be affected by the resolution present in person or by proxy or (being a corporation) by its duly authorised representative and entitled to vote at the meeting.

For the purposes of determining whether a quorum is present at a meeting (other than an adjourned meeting) as referred to above in this article, where a person is present by one or more proxies, he is treated as holding only the shares in respect of which any such proxy is authorised to exercise voting rights.

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Special rights not varied by an issue of further shares of the class

8. The rights conferred upon the holders of any shares or class of shares issued with preferred or other rights shall not (unless otherwise expressly provided by the rights attached to any such shares) be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or subsequent thereto but in no respect in priority thereto.

Financial assistance for the acquisition of the company’s shares

9. Save to the extent prohibited by the statutes or otherwise by law, the company shall be entitled, subject to and in accordance with the provisions of the statutes, to give financial assistance directly or indirectly for the purpose of the acquisition or proposed acquisition of any shares in the company or any company of which it is a subsidiary or for the purpose of reducing or discharging any liability incurred by any person for the purpose of acquiring any shares in the company or any company of which it is a subsidiary.

Powers to disqualify from voting and impose other sanctions

10.

(a)

No member shall, unless the board otherwise determines, be entitled in respect of any share held by that member to vote either personally or by proxy at any meeting of the company or to exercise any other right conferred by membership in relation to any such meeting if any call or other sum presently payable by the member in respect of that share remains unpaid.

(b)

If any member, or any other person appearing to be interested in any shares in the company, has been duly served with a notice under Section 793 of the Companies Act 2006 (a “Section 793 notice”) and is in default at the end of the period specified in such notice in supplying to the company the information thereby required, then at any time thereafter the board may in its absolute discretion by notice (a “direction notice”) to the holder of the shares (whether or not fully paid) in relation to which the default occurred (“default shares”) direct:

(i)

that in respect of the default shares and with effect from the later of the date of service of the direction notice and the date falling 14 days after service of the Section 793 notice (such date being the “suspension date”), such member shall not be entitled to attend or vote either personally or by proxy at any meeting of the company until the direction notice shall cease to have effect pursuant to paragraph (f); and/or

(i)

if the default shares represent, at the date of the direction notice, 0.25 per cent, or more of the issued shares of the relevant class of shares in the company, that:

(A) any dividend (including shares allotted in respect of a dividend) (or part thereof) or other moneys which would otherwise be payable on such shares on or at any time after the suspension date shall be retained by the company until such time as the direction ceases to have effect (without any liability on the part of the company to pay

22

	interest thereon or compensation and without constituting the company a trustee) and that prior to such time the acceptance of an offer made by the company under article 142 in respect of any such dividend shall be of no effect; and/or
(B)	no transfer, other than an approved transfer, of any of the default shares shall be registered on and from the suspension date until the direction notice shall cease to have effect. Provided that in the case of default shares which are in uncertificated form, the board shall only exercise its discretion not to register a transfer in accordance with Regulation 23 of the Regulations.

(c)	The company shall send a copy of the direction notice to each other person appearing to be interested in the relevant default shares the address of whom has been notified to the company, but the failure or omission by the company to do so shall not invalidate such notice.
(d)	Any new shares in the company issued in right of any shares subject to a direction notice (whether before or after such notice is served) shall also be subject to the direction notice, and the board may make any right to an allotment of the new shares subject to restrictions corresponding to those which will apply to those shares by reason of the direction notice when such shares are issued.
	For this purpose, shares which the company procures to be offered or appropriated to holders of shares in proportion to their respective holdings (or in proportion ignoring fractional entitlements and/or shares not offered to certain shareholders by reason of legal, regulatory or practical problems or costs associated with offering shares outside the United Kingdom) shall be treated as shares issued in right of default shares.
(e)	Any member on whom a direction notice has been served may make representations in writing to the company concerning such direction notice. Neither the company nor any of the directors shall in any event be liable to any person as a result of the board, acting in good faith, having imposed sanctions under this article or failed to determine that sanctions shall cease to apply.
(f)	Any direction notice shall have effect in relation to default shares in accordance with its terms but shall cease to have effect:

(i)	on the expiry of seven days after the company has received in writing all information required by it in respect of those default shares pursuant to every Section 793 notice served on the holder of such shares and each other person appearing to be interested in such shares; or
(ii)	when the company receives notice that an approved transfer to a third party has occurred; or
(iii)	if and to the extent that the board so determines.

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(g)	Where any person appearing to be interested in any shares has been served with a Section 793 notice and such shares are held by a recognised depositary, the provisions of this article shall be deemed to apply only to those shares held by the recognised depositary in which such person appears to be interested and references to default shares shall be construed accordingly.
(h)	Where the member on whom a Section 793 notice has been served is a recognised depositary, the obligations of the recognised depositary acting in its capacity as such shall be limited to disclosing to the company such information relating to any person appearing to be interested in the shares held by the recognised depositary as has been recorded by it pursuant to the arrangements entered into by the company or approved by the board pursuant to which it was appointed as a recognised depositary.
(i)	For the purposes of this article:

(i)

a person shall be treated as appearing to be interested in any shares if the holder of such shares has given to the company a notification under Section 793 which names such person as being so interested or if the company (after taking into account any such notification and any other notification under the statutes or any relevant information otherwise available to the company) knows or has reasonable cause to believe that the person in question is, or may be, interested in the shares, and so that any reference to persons interested in shares and to interests in shares shall be construed as it is for the purposes of Section 793 of the Companies Act 2006;

(ii)

a transfer is an approved transfer if (but only if):

(A)	the transfer results from a sale made through a recognised investment exchange or any stock exchange outside the United Kingdom on which the company’s shares (or rights in respect of those shares) are normally traded; or
(B)	it is a transfer of shares to an offeror by way of acceptance of or in pursuance of a takeover offer (as defined in Section 974 of the Companies Act 2006) for the company; or
(C)	the board is satisfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares to a person who, in the opinion of the board, is not connected with the holder thereof or with any other person appearing to be interested in such shares prior to such transfer (being a person which is not the holder of any shares in the company in respect of which a direction notice is then in force or a person appearing to be interested in any such shares) and the board does not have reasonable grounds to believe that the transferor or any other person appearing to be interested in such first-mentioned shares will following such transfer have any interest in such shares;

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(iii)

a recognised depositary is a custodian or other person appointed under arrangements entered into with the company or otherwise approved by the board whereby such custodian or other person holds or is interested, directly or indirectly through a nominee, in shares in the company or rights or interests in respect thereof and issues securities or other documents of title, or maintains accounts, evidencing or recording the entitlement of the holders thereof, or account holders, to or to receive such shares, rights or interests, provided and to the extent that such arrangements have been approved by the board for the purposes of this article and shall include, where so approved by the board, the trustees (acting in their capacity as such) of any employees’ share scheme established by the company or any other member of the group; and

(iv)

a reference to a person being in default in supplying to the company the information required by a Section 793 notice includes a reference to his or her having failed or refused to give all or any part of it and also includes a reference to his or her having given information which he or she knows to be false in a material respect or having recklessly given information which is false in a material respect.

(j)

(i)	None of the provisions contained in this article shall in any way limit or restrict the rights of the company under Part 22 of the Companies Act 2006 or any order made by the court under Section 794 of the Companies Act 2006 nor shall any sanction imposed by the board pursuant to this article cease to have effect, otherwise than as provided in this article, unless the court so orders.
(ii)	The provisions of this article are without prejudice to article 14.

B. ALLOTMENT OF SHARES

Unissued shares at disposal of the board

11. Subject to the provisions of the statutes and to the board being duly authorised in accordance with article 12, all unissued shares for the time being in the capital of the company shall be at the disposal of the board which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and on such terms as the board may decide.

Allotment authority of the board

12.

(a) By an ordinary or special resolution of the company fixing the prescribed period and the Section 80 amount for the purposes of this article the board may be generally and unconditionally authorised pursuant to Section 80 to exercise for each prescribed period so fixed all the powers of the company to allot relevant securities up to an aggregate nominal amount equal to the Section 80 amount.

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(b) Pursuant to and within the terms of the said authority the board shall be empowered during each prescribed period to allot equity securities wholly for cash:

(i)	in connection with a rights issue; and
(ii)	otherwise than under sub-paragraph (i), up to an aggregate nominal amount equal to the Section 89 amount (if any) fixed by a special resolution of the company in respect of the relevant prescribed period; as if Section 89(1) did not apply to such allotment.

(c)

The said authority and power shall permit the company to make any offer or agreement during a prescribed period which would or might require relevant securities or, as the case may be, equity securities to be allotted after the expiry of such period and the board may, notwithstanding such expiry, allot relevant securities or, as the case may be, equity securities in pursuance of such offer or agreement.

(d)

For the purposes of this article:

(i)	“rights issue” means an offer of securities open for acceptance for a period fixed by the board to holders of ordinary shares registered as such on a specified record date in proportion to their then holdings of such shares but subject to such exclusions or other arrangements as the board may deem necessary or expedient in relation to fractional entitlements or legal or practical problems or costs under the laws of, or the requirements of any regulatory or stock exchange authority in, any territory or in relation to shares represented by depositary receipts;
(ii)	“prescribed period” means any period (not exceeding five years from the passing of the relevant resolution on any occasion) for which the authority referred to in paragraph (a) is conferred by ordinary or special resolution of the company stating the Section 80 amount;
(iii)	“the Section 80 amount” shall for any prescribed period be that stated in the relevant ordinary or special resolution of the company or any increased amount fixed by ordinary resolution of the company;
(iv)	“the Section 89 amount” shall for any prescribed period be that stated in the relevant special resolution of the company; and
(v)	“relevant securities” and “equity securities” shall bear the meanings attributed thereto by Sections 80 and 94 respectively.

(e) Nothing in this article shall affect any authority or power conferred on the board for the purposes of Section 80 and/or Section 95 prior to the adoption of these articles.

Power to pay commission and brokerage on subscription of shares

13. In addition to all other powers of paying commissions, the company may pay commissions to persons subscribing or procuring subscriptions for shares in the

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company, or agreeing to do so whether absolutely or conditionally, in the manner and to the extent permitted by Section 97. The company may also, on any issue of shares, pay such brokerage as may be lawful. Such commission or brokerage may be satisfied in cash or by the allotment and issue of shares paid up fully or in part, or in a combination of cash and the allotment and issue of such shares.

Trusts in relation to shares not to be recognised

14. Except as required by law, no person shall be recognised by the company as holding any share upon any trust, and (except only as by these articles or by law otherwise provided) the company shall not be bound by or recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or any other right in respect of any share, except an absolute right to the entirety thereof in the holder.

Issue of warrants

15.

(a)	The company may, with respect to fully paid shares, issue share warrants in hard copy form stating that the bearer is entitled to the shares specified therein, and may provide by coupons or otherwise for the payment of future dividends or other moneys on or in respect of the shares included in such share warrants.
(b)	A share warrant shall entitle the bearer thereof to the shares included in it, and the shares may be transferred by the delivery of the hard copy of the share warrant, and the provisions of these articles with respect to transfer and transmission of shares shall not apply thereto. The method or system of sealing (if required) and signature (if any) of warrants shall be as for share certificates under article 16.
(c)	The board shall be at liberty to accept a certificate (in such form and from such person as the board may approve) to the effect that a specified person is shown in the records of the person issuing such certificate as being entitled to the shares comprised in a specified share warrant as sufficient evidence of the facts stated in such certificate, and may treat the deposit of such certificate at such place as is specified from time to time by the board as equivalent to the deposit thereat of the share warrant, and may (inter alia) allot to the person named in such certificate any shares to which the bearer of the share warrant referred to in such certificate may be entitled and the right of the allottee to the allotment shall not, after allotment, be questioned by any person.
(d)	The board may determine, and from time to time vary, the conditions upon which share warrants shall be issued, and in particular (but without limitation) upon which a new share warrant or coupon will be issued in the place of one worn out, defaced, lost or destroyed (provided that no new share warrant may be issued to replace one that has been lost unless the board is satisfied beyond reasonable doubt that the original share warrant has been destroyed), upon which (subject as hereinafter provided) the bearer of a share warrant shall be entitled to attend and vote at meetings of the company, and upon which a share

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	warrant may be surrendered and the name of the holder entered in the register in respect of the shares therein specified. Subject to such conditions and to these articles, the bearer of a share warrant shall be subject to the conditions for the time being in force relating to share warrants, whether made before or after the issue of such share warrant.
(e)	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 hard copy of the share warrant at such 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 48 hours from the time of deposit, as if his or her name were inserted in the register 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 any office of the company 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 warrants and the number of shares included therein, and shall have lodged the same at such first-mentioned place not less than 48 hours before the time 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.
(f)	Subject to any conditions for the time being in force relating to share warrants and as otherwise expressly provided in these articles, 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 appoint 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, and shall be subject to the provisions of these articles, as if he or she were named in the register as the holder of the shares included in the share warrant, and he or she shall be deemed to be a member of the company.

C. CERTIFICATES

Form of share certificates and method of execution

16. Every share certificate shall be issued in hard copy form under the seal or the securities seal (or, in the case of shares on an overseas branch register, an official seal for use in the relevant territory) or signed (whether personally or otherwise and including by facsimile signature, howsoever applied) by a director and the secretary or by two directors. Each certificate shall specify the number and class of shares to which it relates, the amount

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paid up thereon and the distinguishing numbers (if any) of the shares to which it relates. No certificate shall be issued representing shares of more than one class.

Entitlement to receive share certificates

17.

(a) Subject to the provisions of article 18, every person whose name is entered as a member in the register (except a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange or any other person in respect of whom the company is not by law required to complete and have ready for delivery a certificate) shall be entitled without payment to one certificate for all the shares of any one class registered in his or her name. The hard copy of any certificate or certificates to which any person is entitled hereunder shall (unless the terms of issue of the relevant shares otherwise provide) be delivered:

(i)	in the case of issue, within one month after allotment; or
(ii)	in the case of a transfer of shares (whether fully or partly paid), within one month after lodgment of the relevant instrument of transfer.

Delivery of a certificate to the broker or agent acting in regard to the purchase or transfer of shares to which it relates shall be sufficient delivery to the purchaser or the transferee as the case may be. Every certificate despatched by the company shall be sent at the risk of the person entitled thereto.

(b) If and so long as all the issued shares, or all the issued shares of a particular class, in the capital of the company are fully paid up and rank pari passu for all purposes, none of those shares shall bear a distinguishing number. In all other cases each share which is not fully paid up shall bear a distinguishing number.

Maximum number of joint holders

18. The company shall not be bound to register more than four persons as the joint holders of any share or shares (except in the case of executors or trustees of a member) and in the case of a share held jointly by several persons the company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of joint holders shall be sufficient delivery to all.

Balance share certificates

19. Where a member has transferred some only of the shares comprised in a share certificate, the old certificate shall be cancelled and a new certificate for the balance of such shares shall be issued in lieu without charge.

Issue of replacement share certificates

20.

(a) Any two or more certificates representing shares of any one class held by any member may at such member’s request be cancelled and a single new certificate

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	for such shares issued in lieu subject, if the board so requires, to payment of the reasonable out of pocket expenses of the company in providing the same.
(b)	If any member shall surrender for cancellation a share certificate in hard copy form representing shares held by him or her and request the company to issue in lieu two or more share certificates representing such shares in such proportions as he or she may specify, the board may, if it thinks fit, comply with such request upon payment of the reasonable out of pocket expenses of the company in providing the same.
(c)	If a share certificate shall be damaged, defaced, worn out or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the holder upon request subject, unless the board otherwise agrees, to delivery up of the old certificate or (if it shall be alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity (if any) and the payment of any exceptional out of pocket expenses of the company in connection with the request as the board may think fit but without any further or other charge.
(d)	In the case of shares held jointly by several persons any such request may be made by any one of the joint holders.

Uncertificated shares

21.

(a)	The company may issue shares of any class, permitted to be held and transferred through a relevant system in uncertificated form, in which case the company shall not issue and no person shall be entitled to receive a certificate in respect of any share at any time and for so long as the title to that share is evidenced otherwise than by a certificate and transfers may be made otherwise than by a written instrument by virtue of the Regulations. Nothing in these articles shall require title to any shares to be evidenced by a certificate if the statutes and the Financial Services Authority permit otherwise.
(b)	Subject to the statutes and the rules of the Financial Services Authority, the board without further consultation with the holders of any shares may resolve that any shares from time to time in issue or to be issued may be in uncertificated form and no provision of these articles will apply to any uncertificated shares of the company to the extent they are inconsistent with the holding of such shares in uncertificated form or the transfer of title to any such shares by means of a relevant system.
(c)	The board shall have power to implement any arrangements as it may, in its absolute discretion, think fit in relation to the evidencing of title to and transfer of shares held in uncertificated form (subject always to the Regulations and the facilities and requirements of the relevant system).
(d)	Conversion of shares held in certificated form into shares held in uncertificated form and vice versa, may be made in such manner as the board may, in its

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	absolute discretion, think fit (subject always to the Regulations and the facilities and requirements of the relevant system).
(e)	The company shall enter on the register how many shares are held by each member in uncertificated form and in certificated form and shall maintain the register in each case as is required by the Regulations and the relevant system.
(f)	Notwithstanding any provision of these articles, a class of share shall not be treated as two classes by virtue only of that class comprising both shares in certificated and uncertificated form or as a result of any provision of these articles or the Regulations which apply only in respect of shares in certificated or uncertificated form.
(g)	To the extent that any provision in these articles is inconsistent in any respect with the terms of the Regulations in relation to any uncertificated shares, such provision shall not apply thereto and the Regulations shall be given effect thereto in accordance with their terms.
(h)	Any provisions of these articles relating to certificates shall not apply to shares in uncertificated form.

D. CALLS ON SHARES

Board may make calls

22. Subject to the provisions of these articles and to the terms of allotment thereof, the board may from time to time make calls upon the members in respect of any moneys unpaid on their shares and each member shall (subject to receiving at least 14 days’ notice in writing specifying the time or times and place of payment) pay to the company at the time or times and place so specified the amount called on his or her shares. A call may at any time before receipt by the company of a sum due thereunder be revoked in whole or in part, and payment of a call may in whole or in part be postponed, as the board may determine. A person upon whom a call is made shall remain liable for calls made upon him or her notwithstanding the subsequent transfer of the shares in respect of which the call was made.

When a call is deemed to be made

23. A call shall be deemed to have been made at the time when the resolution of the board authorising the call was passed and may be required to be paid by instalments.

Liabilities of joint holders

24. The joint holders of a share shall be jointly and severally liable to pay all calls, instalments, interest and other monies payable in respect thereof.

Interest on unpaid calls

25. If a sum called in respect of any share or any money payable on a share under the terms of allotment is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding 20 per cent.

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per annum) as the board may determine and interest at that rate shall be payable after as well as before any order of a court. Such person shall also pay all costs, charges and expenses which the company may have incurred or become liable for in seeking payment of, or in consequence of such non-payment of, such call or instalment, but the board shall be at liberty to waive payment of such interest, costs, charges and expenses wholly or in part.

Sums payable on allotment or at any fixed time deemed to be a call

26. Any sum or non-cash consideration which by the terms of allotment of a share or pursuant to the statutes is or becomes due upon allotment or at any fixed date thereafter whether on account of the nominal amount of the share or by way of premium shall for all the purposes of these articles be deemed to be a call duly made and due on the date on which, by the terms of allotment or pursuant to the statutes, the same becomes due. In the case of non-payment, all the relevant provisions of these articles as to payment of interest, costs, charges and expenses, forfeiture or otherwise shall apply as if such sum had become due by virtue of a call duly made and notified.

Board’s power to differentiate regarding calls

27. The board may on the issue of shares differentiate between the shares issued as to the amount of calls to be paid and the times of payment.

Payment for shares in advance of calls

28. The board may, if it thinks fit, receive from any member willing to advance the same all or any part of the money unpaid upon the shares held by such member beyond the sums actually called up thereon as a payment in advance of calls, and such payment in advance of calls shall to that extent extinguish the liability on the shares in respect of which it is advanced. The company may (but shall not be obliged to) pay interest upon the money so received (until and to the extent that such sum would but for such advance become payable) at such rate as the member paying such sum and the board agree upon.

E. FORFEITURE AND LIEN

Service of notice requiring payment of unpaid calls

29. If a member fails to pay in full any call or instalment of a call before or on the day appointed for payment thereof, the board may at any time thereafter serve a notice in writing on such member (or on the person becoming entitled to the share by transmission on death or bankruptcy or otherwise by operation of law) requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and any costs, charges and expenses incurred by the company by reason of such non-payment.

Contents of notice requiring payment of unpaid calls

30. The notice shall name a further day (not earlier than 14 days from the date of service thereof) on or before which, and the place where, the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time and at the

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place appointed the shares on which the call was made or instalment is payable will be liable to be forfeited.

Forfeiture of shares

31. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all amounts specified in such notice as being due has been received by the company, be forfeited by a resolution of the board to that effect. Such forfeiture shall include all dividends declared on the forfeited share and not actually paid before the forfeiture and any dividends on such share which may have been declared and paid but which have not been claimed by the payee at the date of the resolution of the board by which such share is forfeited. The board may accept the surrender of any share liable to be forfeited hereunder and in such case references in these articles to forfeiture shall include surrender.

Service of notice of forfeiture

32. When any share has been forfeited, notice in writing of the forfeiture shall be served upon the person who was before the forfeiture the holder of that share (or the person entitled thereto by transmission as aforesaid) and an entry of such notice having been given, and of the forfeiture, with the date thereof, shall be made forthwith in the register opposite the entry in respect of the share; but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make such entry as aforesaid.

Forfeited shares to become the company’s property

33. Upon being forfeited a share shall become the property of the company and at any time thereafter may be sold, re-allotted (subject to the provisions of these articles) or otherwise disposed of, either to the person who was before forfeiture the holder thereof or entitled thereto, or to any other person, upon such terms and in such manner as the board shall think fit including the remission of the whole or any part of the interest made payable by article 25. At any time before such a sale, re-allotment or disposal the forfeiture may be annulled or cancelled on such terms as the board thinks fit. The board may, if necessary, authorise some person to transfer a forfeited share to any person as aforesaid.

Former holder of forfeited shares remains liable for unpaid calls

34. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall notwithstanding the forfeiture remain liable to pay to the company all moneys which at the date of forfeiture were presently payable by him or her to the company in respect of the shares, with interest thereon at such rate (not exceeding 20 per cent, per annum) as the board may determine, from the date of forfeiture until payment (after as well as before any order of court), but the board may waive payment of such interest either wholly or in part and the board may enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.

Company’s lien on partly paid shares

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35. The company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share. The company shall also have a first and paramount lien on all shares (other than fully paid shares) standing registered in the name of a single member for all the debts and liabilities of such member or his or her estate to the company. Such liens shall apply whether before or after notice is given to the company of any equitable or other interest of any person other than the holder or holders of such share, whether the time for payment or discharge of the same shall have arrived or not and notwithstanding that the same are joint debts or liabilities of such holder or his or her estate and any other person whether a member of the company or not; but the board at any time may waive any lien which has arisen and may resolve that any share shall be (or be issued on terms that it is) wholly or in part exempt from the provisions of this article. The company’s lien, if any, on a share shall extend to all dividends or other moneys payable thereon or in respect thereof.

Enforcement of lien by sale and application of proceeds of sale

36.

(a)	The company may sell, in such manner as the board thinks fit, all or any of the shares on which the company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, nor until the expiration of 14 days after a notice in writing stating and demanding payment of the sum presently payable, and giving notice of intention to sell in default, shall have been given to the holder for the time being of the shares or the person entitled to the shares by reason of the death or bankruptcy of such holder or otherwise by operation of law.
(b)	The net proceeds of such sale, after payment of the costs thereof, shall be applied in or towards payment or satisfaction of the debt or liability in respect whereof the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale. For giving effect to any such sale the board may authorise some person to transfer the shares sold to the purchaser.
(c)	To give effect to any such sale the board may authorise the conversion of shares to be sold which are in certificated form into uncertificated form, and vice versa (so far as is consistent with the Regulations and the facilities and requirements of the relevant system), and, in respect of shares in certificated form, to execute an instrument of transfer of the shares sold or, in respect of shares in uncertificated form, to make other arrangements consistent with the Regulations and the facilities and requirements of the relevant system for their transfer to, or in accordance with the directions of, the transferee.

Statutory declaration as evidence of forfeiture or enforcement of lien

37. A statutory declaration signed by the declarant stating that he or she is a director or the secretary of the company and that a share has been duly forfeited or sold to satisfy a lien of the company on a date stated in the declaration shall be conclusive evidence of the

34

facts therein stated as against all persons claiming to be entitled to the share. Such declaration and the receipt of the company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof, (subject to the execution of an instrument of transfer if necessary and the delivery of a share certificate to a purchaser or allottee thereof, of any share which is in certificated form, or the making of such other arrangements, consistent with the facilities and requirements of the relevant system, in relation to any share which is in uncertificated form) shall constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall be discharged from all calls, interest and expenses (if any) in connection therewith made or incurred prior to such sale, re-allotment or disposal and shall not be bound to see to the application of the consideration (if any) nor shall his or her title to the share be affected by any irregularity or invalidity in the proceedings in relation to the forfeiture, sale, re-allotment or disposal of the share.

F. TRANSFER OF SHARES

Transfers

38.

(a)

Subject to the provisions of article 21 and paragraph (b) of this article, all transfer of shares shall be effected by transfer in writing in any usual or common form or in any other form which the board may approve.

(b)

All transfers of shares in uncertificated form shall be made in accordance with and be subject to the Regulations and the facilities and requirements of the relevant system and, subject thereto, in accordance with any arrangements made by the board pursuant to article 21. For the avoidance of doubt, nothing in these articles shall require shares to be transferred by a written instrument if the statutes provide otherwise and the directors shall be empowered to implement such arrangements as they consider fit in accordance with and subject to the statutes and the rules of the Financial Services Authority to evidence and regulate the transfer of title to shares in the company and to approve (or disapprove as the case may be) the registration of such transfers.

No registration fees payable

39. No fee shall be charged on the registration of any instrument of transfer or probate, letters of administration, certificate of death or marriage, power of attorney, stop notice or other instrument relating to or affecting the title to any shares or otherwise for making any entry in the register affecting the title to any shares.

Execution of transfers

40. The instrument of transfer of a share in certificated form shall be executed by or on behalf of the transferor, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof. In the case of a partly paid share the instrument of transfer in certificated form must also be executed by or on behalf of the transferee.

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Board’s power to refuse to register transfers in certain cases

41.

(a)	In addition to its powers under article 10, the board may, in its absolute discretion, decline to register any transfer of shares (not being fully paid shares) and, in respect of shares in uncertificated form, to the extent permitted by the Regulations.
(b)	In exceptional circumstances approved by the Financial Services Authority, approval of transfers of fully paid shares may be refused by the board.
(c)	If the board declines to register a transfer of any shares, it shall, in respect of shares in certificated form, send to the transferee notice in writing of the refusal together with its reasons for refusal, as soon as practicable and in any event within two months after the date on which the transfer was lodged with the company, or, in respect of shares in uncertificated form, it shall send to the transferee notice of refusal together with its reasons for refusal, as soon as practicable and in any event within two months after the operator-instruction was received by the company or by a sponsoring system participator acting on its behalf.

General conditions as to transfer

42. Subject to the provisions of article 21, the board may also decline to register any instrument of transfer in respect of a share or shares in certificated form, unless the instrument of transfer:

(a)	is duly stamped (if required by law) and is deposited at the transfer office or such other place as the board may prescribe and is accompanied by the certificate for the shares to which it relates and such other evidence (if any) as the board may reasonably require to show the right of the transferor to make the transfer (and if the instrument of transfer is executed by some other person on the transferor’s behalf the authority of that person so to do); and
(b)	is in respect of one class of share only; and
(c)	is in favour of not more than four transferees (except in the case of executors or trustees of a member).

In the case of an instrument of transfer executed by a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange the lodgment of a certificate for the shares being transferred or other evidence as aforesaid will not be required unless and to the extent that certificates have been issued in respect of the shares in question.

Temporary suspension of the registration of transfers

43. Subject to the statutes, the registration of transfers of shares or of any class of shares in the capital of the company may be suspended at such times and for such periods as the board may from time to time determine provided always that such registration shall not be suspended for more than 30 days in any calendar year.

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Company to retain transfers and power of company to destroy transfers and related documents

44.

(a)	Subject to paragraph (b), all instruments of transfer which are registered, and the certificates for the shares to which they relate, shall be retained by the company, but any instrument of transfer which the board may decline to register shall (except in any case of fraud or suspected fraud) be returned with any accompanying certificate to the person presenting the same.
(b)	Subject as hereinafter provided, the company shall be entitled to destroy:

(i)	all instruments of transfer of shares which have been registered at any time after the expiration of six years from the date of registration thereof;
(ii)	registered share certificates and dividend mandates which have been cancelled or ceased to have effect at any time after the expiration of three years from the date of such cancellation or cessation;
(iii)	all notifications of change of name or address after the expiration of three years from the date of recording thereof;
(iv)	any other document on the basis of which any entry in the register is made at any time after the expiration of six years from the date when the first entry in the register was made in respect of it;
(v)	all paid dividend warrants and cheques at any time after the expiration of one year from the date of actual payment thereof; and
(vi)	all share warrants and coupons issued under article 15, at any time after the expiration of six years from the date of surrender thereof to the company; and it shall conclusively be presumed in favour of the company that every entry in the register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every share certificate, share warrant or coupon so destroyed was a valid and effective document duly and properly cancelled and that every other document so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the company provided that:

(A)	the provisions of this article shall apply only to the destruction of a document in good faith and without notice in writing to the company of any claim (regardless of the parties thereto) to which the document might be relevant;
(B)	nothing herein contained shall be construed as imposing upon the company any liability in respect of the destruction of any such

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	document earlier than as aforesaid or in any case where the conditions of proviso (A) above are not fulfilled; and
(C)	references herein to the destruction of any document include references to the disposal thereof in any manner.

Renunciation of allotment permitted

45. The board may at any time after the allotment of any share but before any person has been entered in the register as the holder recognise a renunciation by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the board may think fit to impose. In this article “allottee” includes provisional allottee and any person in whose favour an allotment has been previously renounced.

G. TRANSMISSION OF SHARES

Surviving joint holders or personal representatives alone recognised upon death of a member

46. In the event of the death of a member, the survivors or survivor where the deceased was a joint holder, or the legal personal representatives of the deceased where he or she was a sole or only surviving holder, shall be the only persons recognised by the company as having any title to his or her interest in the shares held by such member, but nothing contained in these articles shall release the estate of a deceased member from any liability in respect of any share jointly or solely held by such member.

Person becoming entitled to share by operation of law may be registered

47. Subject to the provisions of these articles, any person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law may upon such evidence as to his or her title being produced in such form as may from time to time be reasonably required by the board (and in the case of shares in uncertificated form, subject to the facilities and requirements of the relevant system), and subject as hereinafter provided, elect either to be registered as holder of the share or to have some person nominated by him or her registered as the transferee thereof.

Person electing to be registered required to notify the company

48. If the person becoming entitled to a share shall elect to be registered under the provisions of article 47, he or she shall deliver or send to the company a notice in writing signed by him or her stating that he or she so elects. If he or she shall elect to have another person registered, he or she shall testify such election by, in respect of shares in certificated form, executing a transfer to such person of such share or, in respect of shares in uncertificated form, making such other arrangements as are consistent with the Regulations and the facilities and requirements of the relevant system for their transfer to such person. All the limitations, restrictions and provisions of these articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member or other event had not occurred and the notice or transfer were a transfer signed by such member.

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Rights of persons entitled to a share by transmission

49. Save as otherwise provided by or in accordance with these articles, a person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law shall (upon supplying to the company such evidence as the board may reasonably require to show his or her title to the share) be entitled to receive, and may give a good discharge for, any dividends and other moneys payable in respect thereof as if he or she were the registered holder thereof; such person shall also be entitled to all other advantages to which he or she would be entitled if he or she were the registered holder of the share, except that he or she shall not, before being registered as a member in respect of the share, be entitled in respect of it to receive notice of or to attend or vote at meetings of the company or to exercise any rights conferred by membership in relation to meetings of the company; provided that the board may at any time give notice requiring any such person to elect either to be registered or to transfer the share and, if the notice is not complied with within such period (being not less than 42 days) as the board may fix, the company may thereafter:

(a)	withhold payment of all dividends and other moneys payable in respect of the share (but any such action shall not constitute the company a trustee in respect of any such dividends or other moneys) and suspend any other advantages to which such person would otherwise be entitled in respect of the share until the requirements of the notice have been complied with; and/or
(b)	sell the share at the best price reasonably obtainable in such manner as the board thinks fit and, subject to the provisions of these articles generally, the provisions of article 50(b) shall apply to such sale.

H. UNTRACED SHAREHOLDERS

Company’s power to sell shares

50.

(a) The company shall be entitled to sell in such manner as the board thinks fit at the best price reasonably obtainable the shares of a member, or the shares to which a person is entitled by transmission in consequence of the death or bankruptcy of the member or otherwise by operation of law, if and provided that:

(i)	during the period of 12 years prior to the date of the publication of the advertisement referred to in sub-paragraph (ii) (or, if published on different dates, the earlier thereof) at least three dividends (whether interim or final) in respect of the relevant shares have become payable and no such dividend has been claimed; and
(ii)	the company shall have published the advertisement referred to in sub-paragraph (i), both in a national newspaper circulating in the United Kingdom and in a newspaper circulating in the area of the address appearing against the shareholder’s name in the register or in the area of such other address as such member or the person so entitled by

39

	transmission shall have instructed the company to pay dividends, giving notice of its intention to sell the said shares; and
(iii)	during the said period of 12 years and the period of three months following the publication of such advertisement and prior to the exercise of the power of sale, the company shall have received no communication from such shareholder or other person entitled by transmission as aforesaid to such shares; and
(iv)	notice in writing shall have been given to the Financial Services Authority of its intention so to sell the shares.

(b) To give effect to any sale to be made pursuant to the provisions of this article or of article 49, the board may appoint any person to execute as transferor an instrument of transfer of such shares or any of them and such instrument of transfer shall be as effective as if it had been executed by the holder of, or person so entitled by transmission to such share. The board may authorise the conversion of shares to be sold which are in certificated form into uncertificated form, and vice versa (so far as is consistent with the Regulations and the facilities and requirements of the relevant system for their transfer to, or in accordance with, the directions of, the transferee. The transferee shall not be bound to see to the application of the purchase monies nor shall his title to the shares be affected by any irregularity in or invalidity of the procedure or manner of the sale. The company shall account to the holder of, or other person so entitled to, such shares for the net proceeds of such sale, subject to a demand to account therefor being received by the company within 12 years of the date of such sale, and the company shall be deemed to be his or her debtor, and not a trustee for him or her, in respect of the same. Any moneys not accounted for to the holder of, or other person so entitled to, such shares shall be carried to a separate account. Moneys carried to such separate account may either be employed in the business of the company or invested in such investments as the board may from time to time think fit and any profits made thereby and interest or other income earned thereon shall belong to the company which shall have no obligation to account therefore to the holder of, or other person so entitled to, such shares.

I. ALTERATIONS OF CAPITAL

Increase, consolidation, sub-division, cancellation and reduction

51. The company may by ordinary resolution:

(a)	increase its share capital by such sum to be divided into shares of such nominal amounts, and denominated in such currency or currencies, as the resolution shall prescribe; and/or
(b)	consolidate and divide all or any of its share capital into shares of larger nominal amount than its existing shares; and/or
(c)	subject to the provisions of the statutes, sub-divide all or any of its share capital into shares of smaller nominal amount, and so that the resolution whereby any

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	share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred or other special rights over, or may have such deferred rights, or be subject to any such restrictions as compared with the others, as the company has power to attach to shares upon the allotment thereof; and/or
(d)	cancel any shares which, at the date of the passing of the resolution, have not been subscribed or agreed to be subscribed by any person, and diminish the amount of its share capital by the amount of the shares so cancelled;

and may by special resolution:

(e) reduce its share capital or any capital redemption reserve or any share premium account or any other undistributable reserve in any manner authorised by the statutes.

Treatment of any fractional entitlements arising on consolidation

52.

(a)

Upon any consolidation of fully paid shares into shares of larger nominal amount the board may settle any difficulty which may arise with regard thereto as it thinks fit and in particular (but without prejudice to the generality of the foregoing) may as between the holders of shares so consolidated determine which shares are consolidated into each consolidated share and in the case of any shares registered in the name of one holder (or joint holders) being consolidated with shares registered in the name of another holder (or other joint holders) may make such arrangements for the allocation, acceptance or sale of the consolidated share or any fractions thereof and for the distribution to the member entitled thereto of any moneys received in respect thereof as may be thought fit and for the purpose of giving effect thereto may appoint some person to transfer the consolidated share or any fractions thereof and to receive the purchase price therefor and any transfer executed in pursuance thereof shall be effective and after such transfer has been registered no person shall be entitled to question its validity.

(b)

Notwithstanding the provisions of paragraph (a) above, for the purpose of giving effect to the sale of the consolidated share or fractions thereof arising on consolidation, the board may convert such shares which are in certificated form into uncertificated form and vice versa and, in respect of shares in certificated form, authorise some person to execute an instrument of transfer of the shares or, in respect of shares in uncertificated form, make other arrangements consistent with the facilities and requirements of the relevant system for their transfer to, or in accordance with the directions of, the purchaser.

III. GENERAL MEETINGS

A. MEETINGS AND NOTICES

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Annual general meeting

53. The company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year and shall specify the meeting as such in the notice calling it. Not more than 15 months shall elapse between the date of one annual general meeting of the company and the next. The annual general meeting shall be held at such time and place as the board shall determine.

General meetings convened by the board

54. The board may convene a general meeting whenever it thinks fit and at such time and place as it shall determine, and general meetings shall be convened by the board on requisition in accordance with the statutes.

Length of notice

55. In the case of an annual general meeting not less than 21 clear days’ notice, and in any other case not less than 14 clear days’ notice, specifying the place, the day and the hour of meeting, whether the meeting is an annual general meeting or other general meeting, and the general nature of the business to be transacted shall be given in writing to all members (other than those who under the provisions of these articles or the conditions attaching to the shares held by them are not entitled to receive the notice) and to the auditors for the time being of the company and to every other person who by virtue of the statutes or these articles is entitled to receive notices of meetings of the company. In the case of a general meeting convened for the purpose of considering the passing of a special resolution, the notice shall specify the intention to propose the resolution as a special resolution.

Notice to state right of member to appoint a proxy

56. In every notice calling a general meeting of the company there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint one or more proxies to attend, speak and vote instead of such member and that a proxy need not be a member.

Notice to be given of members’ resolutions upon requisition

57. The board shall on the requisition of members in accordance with the provisions of the statutes, but subject as therein provided:

(a)	give to the members entitled to receive notice of the next annual general meeting notice of any resolution which may properly be moved and is intended to be moved at that meeting; and
(b)	circulate to the members entitled to receive notice of any general meeting, any statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.

Accidental failure or non-receipt of notice

58. The accidental failure to give notice of a general meeting or to send, supply or make available any document or information relating to the meeting (including, but not limited to, members’ statements) or the non-receipt of any such notice, document or information,

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by any person entitled to receive any such notice, document or information, shall not invalidate the proceedings at that meeting or the adjournment thereof.

B. PROCEEDINGS AT GENERAL MEETINGS

Quorum

59. No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Save as in these articles otherwise provided, five qualifying persons present and entitled to vote shall be a quorum for all purposes.

Overflow meetings and other arrangements

60.

(a)

(i)

In the case of any general meeting the board or the chairman of the meeting may, notwithstanding the notice specifying the place of the general meeting (the “principal place”), make arrangements for simultaneous attendance at and participation in (including by way of video link) the general meeting at some other place or places by members and proxies entitled to attend the general meeting but excluded from the principal place under the provisions of this article.

(ii)

Such arrangements shall be designed:

(A)

to operate so that it is practicable for any members and proxies excluded from attendance at the principal place to attend at one of the other said places; and

(B)

to afford to members and proxies entitled to attend the meeting an opportunity of being admitted to the principal place, whether by means of the issue of tickets or the imposition of some random means of selection or otherwise as the board or the chairman of the meeting shall in its or his or her absolute discretion consider to be appropriate, and the board or the chairman of the meeting may from time to time vary any such arrangements or make new arrangements in their place and the entitlement of any member or proxy to attend a general meeting at the principal place shall be subject to such arrangements as may be for the time being in force whether or not stated in the notice of the meeting.

(iii) For the purpose of all other provisions of these articles any such meeting shall be treated as being held and taking place at the principal place.

(b) The board or the chairman of the meeting may make any arrangement or impose any restriction or take any action it or he or she considers appropriate for the safety or proper and orderly conduct of a general meeting and for the promotion of the business of such meeting and such arrangement may include, without limitation, searching a person and his or her property and restricting the items to

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be taken into the meeting place. The board or the chairman of the meeting may refuse entry to (or arrange the removal from) a meeting to or of a person who refuses to comply in whole or in part with such arrangements or restrictions or actions.

Adjournment or dissolution for lack of quorum

61. If within 15 minutes from the time appointed for a general meeting a quorum is not present the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or to such later day and at such time and place as the board or the chairman of the meeting may determine and, if at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting, at least two qualifying persons present shall be a quorum.

Chairman of the meeting

62. The chairman shall be entitled to preside at every general meeting, but if there be no chairman, or if at any meeting the chairman shall not be present within 15 minutes after the time appointed for holding such meeting and willing to preside, the deputy chairman, or if there shall be more than one deputy chairman and more than one be present, then one of such deputy chairmen, selected by agreement between them or in default of agreement by lot, shall be entitled to preside, and if neither the chairman nor any deputy chairman shall be present within 15 minutes as aforesaid and willing to preside, the vice-chairman shall be entitled to preside, or if there shall be more than one vice-chairman and more than one be present, then one of such vice-chairmen, selected by agreement between them or in default of agreement by lot, shall be entitled to preside, and if there be no such chairman, deputy chairman or vice-chairman or if none of them shall be present within 15 minutes as aforesaid and willing to preside, the members present and entitled to vote shall choose another director as chairman of the meeting, or if one director only be present he or she shall preside if willing to do so. If no director is present or if all the directors present decline to take the chair, then the members present and entitled to vote shall choose one of their number to act as chairman of the meeting.

Adjournment for other reasons

63. The chairman of the meeting may at any time without the consent of the meeting adjourn any general meeting at which a quorum is present either sine die or to another time and at such place as he or she shall determine where it appears to him or her that (a) the members wishing to attend cannot be conveniently accommodated in the place appointed for the meeting, (b) the conduct of persons present prevents or is likely to prevent the orderly conduct of business or (c) an adjournment is otherwise necessary so that the business of the meeting may be property conducted. In addition, the chairman of the meeting may at any time with the consent of any general meeting at which a quorum is present adjourn the meeting either sine die or to another time and at the same or a different place. When a meeting is adjourned sine die the time and place for any adjourned meeting shall be fixed by the board. No business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.

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Notice of adjourned meeting

64. When a meeting is adjourned for 14 days or more, not less than seven clear days’ notice of the adjourned meeting shall be given. Such notice may be given by advertisement published on the same date in at least two leading daily newspapers in the United Kingdom and such notice shall be deemed to have been served at noon on the day when the advertisement appears. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

Chairman’s decision final on procedural matters

65. The decision of the chairman of the meeting, made in good faith, on matters of procedure or arising incidentally from the business of the meeting shall be final as shall be his or her decision, acting in good faith, whether any matter is of such a nature.

Amendments to resolutions

66. If an amendment shall be proposed to any resolution under consideration but shall be ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in the ruling. In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a manifest error) may in any event be considered or voted upon. In the case of a resolution duly proposed as an ordinary resolution, no amendment thereto (other than a mere clerical amendment to correct a manifest error) may be considered or voted upon unless notice of such proposed amendment is given to the office at least 48 hours prior to the time appointed for holding the relevant meeting or adjourned meeting or (in the absence of any such notice) the chairman of the meeting in his or her absolute discretion rules that the amendment is fit for consideration at the meeting.

Resolution decided by show of hands or poll

67. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before or upon the declaration of the result of the show of hands a poll is demanded by:

(a)	the chairman of the meeting; or
(b)	at least five members entitled to vote on the resolution; or
(c)	a member or members entitled to vote on the resolution at the meeting and representing not less than one-fiftieth of the total voting rights of all the members having the right to vote at the meeting; or
(d)	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-fiftieth of the total sum paid up on all the shares conferring that right.

For the purposes of (b) above, a demand by a proxy counts as a demand by the member. For the purposes of (c) above, a demand by a proxy counts as a demand by a member representing the voting rights that the proxy is authorised to exercise. For the purposes

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of (d) above, a demand by a proxy counts as a demand by a member holding the shares to which those rights are attached.

Unless a poll is duly 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, or 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 for or against such resolution.

Objections to votes and errors in counting votes etc.

68. If any objection is raised to a person’s entitlement to vote on a resolution or to the counting of, or failure to count, any votes or if any votes shall be counted which ought not to have been counted or might have been rejected or if any votes shall not be counted which ought to have been counted, the objection or error shall not vitiate the resolution unless it be raised or pointed out at the same meeting and it shall in the opinion of the chairman of the meeting be of sufficient magnitude to vitiate the result of the voting. The decision of the chairman of the meeting on such matters shall be final and conclusive.

Manner of and place for taking a poll

69. Subject to article 71, if a poll is duly demanded it shall be taken in such manner (including the use of ballot or voting papers or tickets) and at such place and at such time as the chairman of the meeting may direct and the chairman of the meeting may appoint scrutineers (who need not be members). The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

Chairman’s casting vote

70. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote in addition to the vote or votes to which the chairman of the meeting may be entitled as a member or on behalf of any other member.

When a poll has to be taken

71. A poll on the election of a chairman of the meeting or on a question of adjournment shall if duly demanded be taken forthwith. A poll duly demanded on any other question shall be taken either forthwith or at such later time and place as the chairman of the meeting may direct not being more than 30 days from the date of the meeting at which the poll was demanded.

Notice of a poll

72. No notice need be given of a poll not taken forthwith 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. Such notice may be given by advertisement published on the same date in at least two leading daily newspapers in the United Kingdom and such notice shall be deemed to have been served at noon on the day when the advertisement appears.

Continuance of other business

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73. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.

Demand for a poll may be withdrawn

74. A demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman of the meeting. If a demand for a poll is so withdrawn:

(a)	before the result of a show of hands is declared, the meeting shall continue as if the demand had not been made; or
(b)	after the result of a show of hands is declared, the demand shall not be taken to have invalidated the result of that show of hands.

Directors entitled to attend and speak at general meetings

75. Each director (or, in the absence of a director, his or her alternate director, if any) shall be entitled to attend and speak at any meeting of the company.

C. VOTES OF MEMBERS

Voting rights

76. Subject to any special rights or restrictions as to voting attached to any shares by or in accordance with these articles or their terms of issue, on a show of hands every member who (being an individual) is present in person or by duly appointed proxy or (being a corporation) is present by a duly authorised representative at any meeting of the company and entitled to vote shall have one vote and on a poll every member present either personally or by proxy or (being a corporation) by duly authorised representative and entitled to vote shall have one vote for every share held by such member.

Voting by joint holders

77. In the case of joint holders of a share, any one of such holders may vote at any meeting of the company at which he is entitled to vote either in person or by proxy in respect thereof as if he or she were the sole holder thereof, but the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the share.

Voting on behalf of member incapable of managing own affairs

78. A member entitled to vote at a meeting of the company and in respect of whom an order has been made by any competent court or official on the ground that such member is or may be suffering from mental disorder or is otherwise incapable of managing his or her own affairs may vote, whether on a show of hands or on a poll, by any person authorised in such circumstances to do so on his or her behalf and such person may on a poll vote by proxy, provided that evidence to the satisfaction of the board of the authority of the person claiming to exercise the right to vote shall have been delivered to the transfer office or at such other place within the United Kingdom as is specified in the notice convening the meeting not later than the last time by which an instrument of proxy had

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to be delivered in order to be valid for use at that meeting or on the holding of that poll, and in default the right to vote shall not be exercisable.

Member need not cast his or her votes all in same way

79. On a poll, a member entitled to more than one vote need not, if such member votes, use all his or her votes or cast all the votes he or she uses in the same way.

Execution of an instrument of proxy

80. The instrument appointing a proxy shall be in writing signed by the appointor or the appointee’s duly authorised agent or, if the appointor is a corporation, executed in accordance with Section 44 of the Companies Act 2006 or signed on its behalf by a duly authorised officer or agent. The board may, but shall not be bound to, require evidence of the authority of any such officer or agent. The signature on such instrument need not be witnessed. A proxy need not be a member. If more than one proxy is so appointed, the instrument appointing each such proxy shall specify the shares held by the member in respect of which each such proxy is to vote. If two or more valid but differing instruments of proxy are delivered in respect of the same share for use at the same meeting or poll, the one which is last received by the company (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the others as regards such share and, if the board is unable to determine which was last received, none of them shall be treated as valid in respect of that share.

Appointment of proxy in electronic form

80A.

The board may, but is not obliged to, accept a proxy appointment in electronic form subject to any limitations, restrictions or conditions prescribed by the board from time to time. The appointment shall be sent to an address specified in the notice convening the meeting.

Notwithstanding the provisions of article 81, where the instrument (including in electronic form) is made pursuant to a power of attorney or other authority, the board may accept such evidence of the validity of such power as it thinks fit. If a proxy appointment is made in electronic form in compliance with the conditions prescribed by the board from time to time, any further requirement of these articles in relation to that proxy appointment shall apply subject to any modification prescribed by the board from time to time.

Deposit of instrument of proxy - duration of validity of instrument of proxy

81.

(a) The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is executed, or a copy of such power or authority certified notarially or in some other way approved by the board, shall be delivered to the transfer office, or to such other address within the United Kingdom as is specified in the notice convening the meeting or in the instrument of proxy issued by the company in relation to that meeting, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the

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case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. An instrument of proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not, however, require again to be delivered in relation to any subsequent meeting to which it relates.

(b)	No instrument appointing a proxy shall be valid after the expiration of six months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within six months from such date.
(c)	Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned, in which event the attendance of the member at the meeting or the poll shall forthwith revoke the authority of the proxy in relation to that meeting or poll.

Instrument of proxy

82.

(a)

An instrument of proxy may be in any usual or common form or in such other form as the board shall approve.

(b)

The instrument of proxy shall confer authority on the proxy, unless otherwise instructed in the instrument, to exercise all or any of the rights of the member who appointed him to attend, speak and vote (both on a show of hands and on a poll) on any resolution (including amendments to resolutions) or on other business arising at a meeting for which the instrument of proxy is valid. The instrument of proxy shall also be deemed to confer authority on the proxy to demand or join in demanding a poll (and for the purposes of article 67 a demand for a poll by a proxy shall be the same as a demand by the member who appointed the proxy). The instrument of proxy shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

Board to send out instruments of proxy to all members

83. The board shall send to the members entitled to be sent notice of a meeting and to vote thereat instruments of proxy (in the case of proxies sent in hard copy form, with or without stamped envelopes or other pre-paid or similar postal facilities for their return) for use at any meeting of the company, either in blank or nominating in the alternative to act as proxy any one or more of the directors or any other person. The accidental omission to send such an instrument to, or the non-receipt thereof by, any member entitled to attend and vote at a meeting shall not invalidate the proceedings of that meeting.

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Validity of acts of proxy and duly authorised representative

84. A vote given or a poll demanded by a person duly appointed as a proxy or by a duly authorised representative of a corporation in accordance (in either case) with the terms of his or her appointment shall be valid notwithstanding the principal having previously ceased to have the right or ability to exercise the right to vote or the previous determination of the authority of the person voting or demanding a poll, provided that no intimation in writing of such cessation or determination shall have been received by the company at the transfer office (or at such other address within the United Kingdom as is specified in the notice convening the meeting or in the instrument of proxy issued by the company in relation to that meeting) at least 24 hours prior to the commencement of the meeting or adjourned meeting at which the instrument of proxy is used (or, in the case of a poll to be taken at an appointed time after the meeting, before such time).

D. CORPORATIONS ACTING BY REPRESENTATIVES

A corporate member may appoint a representative

85. In accordance with the statutes, any corporation which is a member of the company entitled to attend a meeting of the company may, by authority given in accordance with Section 44 of the Companies Act 2006 or signed by a duly authorised officer, authorise such person or persons as it thinks fit to act as its representative or representatives at any such meeting. The secretary, any director or the board may (but is not bound to do so) require such evidence as he or she or it thinks fit of the authority of the representative to act.

IV. DIRECTORS

A. NUMBER AND REMUNERATION OF DIRECTORS

Number of directors

86. The number of directors (disregarding alternate directors) shall not be less than five.

Directors’ share qualification

87. Each director (but not an alternate director) shall be required to hold an interest in ordinary shares having a nominal value of at least £500 unless restricted, for the time being, from acquiring or holding such interest by any law or regulation to which that director is subject or by any governmental authority or other relevant authority with relevant powers to which that director is subject, whether or not the requirement has the force of law (each of the above a “relevant restriction”). For this purpose “interest” means an interest which would fall to be notified to the company pursuant to the provisions of Section 820 of the Companies Act 2006 but excluding any interest held jointly with any other person. A director may act before acquiring his or her qualification, but unless already qualified he or she must acquire such qualification within two months from his or her appointment (or, if he or she is restricted from acquiring such qualification during such two-month period by any relevant restriction, or share dealing code of the company or any other member of the group, as soon as reasonably practicable after such restriction(s) end).

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Directors’ fees

88. Each of the directors may be paid a fee at such rate as may from time to time be determined by the board provided that the aggregate of all fees so paid to directors shall not exceed £1,000,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of the company. Such fees shall accrue from day to day and in the case of any director shall, unless and to the extent that the board otherwise determines, be independent of any remuneration to which such director may be entitled under any other provision of these articles or in respect of any other office or appointment under the company or any other company in which the company may be interested.

Remuneration for extra services

89. If any director shall devote to the business of the company or any other company in which the company may be interested either his or her whole time and attention, or more of his or her time and attention than in the opinion of the board would usually be so devoted by a person holding such office, or shall undertake or perform any duties or services other than those which, in the opinion of the board, would usually be undertaken or performed by a person holding such office, or shall be called upon to perform and shall perform extra services or make any special exertions for any of the purposes of the company or any other company in which the company may be interested, or shall serve on any committee, then and in any of such cases the board may remunerate the director concerned either by a fixed sum, annual or otherwise, or in such other manner (including, but without limitation, the payment of or arrangements for the purpose of providing any pension or other retirement allowance or gratuity) as shall be determined by the board, and such remuneration may at the discretion of the board be either in addition to or in substitution for all or any part of any other remuneration to which such director may be entitled under these articles.

Reimbursement of expenses

90. The board may repay to any director all such travelling, hotel and other expenses as he or she may properly incur in attending and returning from meetings of the board or of any committee of the board or meetings of the company or otherwise in or about the business of the company.

B. DIRECTORS’ CONFLICTS/INTERESTS

Directors’ interests

91.

Directors’ interests other than in relation to transactions or arrangements with the company - - authorisation under section 175 of the Companies Act 2006

(a)	The board may authorise any matter proposed to it which would, if not so authorised, involve a breach of duty by a director under section 175 of the Companies Act 2006.
(b)	Any authorisation under paragraph (a) will be effective only if:

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(i)	any requirement as to the quorum at the meeting at which the matter is considered is met without counting the director in question or any other director interested in the matter under consideration; and
(ii)	the matter was agreed to without their voting or would have been agreed to if their votes had not been counted.

(c)	The board may give any authorisation under paragraph (a) upon such terms as it thinks fit. The board may vary or terminate any such authorisation at any time.
(d)	For the purposes of this article 91, a conflict of interest includes a conflict of interest and duty and a conflict of duties, and interest includes both direct and indirect interests.

Confidential information and attendance at board meetings

(e) A director shall be under no duty to the company with respect to any information which he or she obtains or has obtained otherwise than as a director of the company and in respect of which he or she owes a duty of confidentiality to another person. In particular the director shall not be in breach of the general duties he or she owes to the company by virtue of sections 171 to 177 of the Companies Act 2006 because he or she:

(i)	fails to disclose any such information to the board or to any director or other officer or employee of the company; and/or
(ii)	does not use or apply any such information in performing his or her duties as a director of the company.

However, to the extent that his or her relationship with that other person gives rise to a conflict of interest or possible conflict of interest, this paragraph (e) applies only if the existence of that relationship has been authorised by the board pursuant to
paragraph (a).

(f) Where the existence of a director’s relationship with another person has been authorised by the board pursuant to paragraph (a) and his or her relationship with that person gives rise to a conflict of interest or possible conflict of interest, the director shall not be in breach of the general duties he or she owes to the company by virtue of sections 171 to 177 of the Companies Act 2006 because he or she:

(i)	absents himself or herself from meetings of the board at which any matter relating to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise; and/or
(ii)	makes arrangements not to receive documents and information relating to any matter which gives rise to the conflict of interest or possible conflict of interest sent or supplied by the company,

for so long as he or she reasonably believes such conflict of interest (or possible conflict of interest) subsists.

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(g) The provisions of paragraphs (e) and (f) are without prejudice to any equitable principle or rule of law which may excuse the director from:

(i)	disclosing information, in circumstances where disclosure would otherwise be required under these articles; and/or
(ii)	attending meetings or discussions or receiving documents and information as referred to in paragraph (f), in circumstances where such attendance or receiving such documents and information would otherwise be required under these articles.

Declaration of interests in proposed or existing transactions or arrangements with the company

(h)	A director who is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company shall declare the nature and extent of his or her interest to the other directors before the company enters into the transaction or arrangement.
(i)	A director who is in any way, directly or indirectly, interested in a transaction or arrangement that has been entered into by the company shall declare the nature and extent of his or her interest to the other directors as soon as is reasonably practicable, unless the interest has already been declared under paragraph (h) above.
(j)	Any declaration required by paragraph (h) or (i) must be made at a meeting of the directors or by notice in writing in accordance with section 184 of the Companies Act 2006 or by general notice in accordance with section 185 of the Companies Act 2006.
(k)	If a declaration made under paragraph (h) or (i) above proves to be, or becomes, inaccurate or incomplete, a further declaration must be made under paragraph (h) or (i), as appropriate.
(l)	A director need not declare an interest under this article 91:

(i)	if it cannot reasonably be regarded as likely to give rise to a conflict of interest;
(ii)	if, or to the extent that, the other directors are already aware of it (and for this purpose the other directors are treated as aware of anything of which they ought reasonably to be aware);
(iii)	if, or to the extent that, it concerns terms of his or her service contract that have been or are to be considered by a meeting of the directors or by a committee of the directors appointed for the purpose under these articles; or
(iv)	if the director is not aware of his or her interest or is not aware of the transaction or arrangement in question (and for this purpose a director is treated as being aware of matters of which he or she ought reasonably to be aware).

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Ability to enter into transactions and arrangements with the company notwithstanding interest

(m) Subject to the provisions of the Companies Act 1985 and the Companies Act 2006 and provided that he or she has declared to the board the nature and extent of any direct or indirect interest of his or hers in accordance with this article 91 or where paragraph (l) applies and no declaration of interest is required, a director notwithstanding his or her office:

(i)	may be a party to, or otherwise be interested in, any transaction or arrangement with the company or in which the company is directly or indirectly interested;
(ii)	may act by himself or herself or through his or her firm in a professional capacity for the company (otherwise than as auditor), and in any such case on such terms as to remuneration and otherwise as the board may decide; or
(iii)	may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise be interested in, any body corporate in which the company is directly or indirectly interested.

Remuneration and benefits

(n) A director shall not, by reason of his or her office, be accountable to the company for any remuneration or other benefit which he or she derives from any office or employment or from any transaction or arrangement or from any interest in any body corporate:

(i)	the acceptance, entry into or existence of which has been authorised by the board pursuant to paragraph (a) (subject, in any such case, to any terms upon which such authorisation was given); or
(ii)	which he or she is permitted to hold or enter into by virtue of paragraph (m) or otherwise pursuant to these articles,

nor shall the receipt of any such remuneration or other benefit constitute a breach of his or her duty under section 176 of the Companies Act 2006. No transaction or arrangement authorised or permitted pursuant to paragraphs (a) or (m) or otherwise pursuant to these articles shall be liable to be avoided on the ground of any such interest or benefit.

General voting and quorum requirements

(o) Save as otherwise provided by these articles, a director shall not vote on or be counted in the quorum in relation to a resolution of the board or committee of the board concerning a matter in which he or she has a direct or indirect interest which is, to his or her knowledge, a material interest (otherwise than by virtue of an interest in shares or debentures or other securities of or otherwise in or through the company), but this prohibition does not apply to a resolution concerning any of the following matters:

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(i)	the giving of a guarantee, security or indemnity in respect of money lent or obligations incurred by him or her or any other person at the request of or for the benefit of the company or any of its subsidiary undertakings;
(ii)	the giving of a guarantee, security or indemnity in respect of a debt or obligation of the company or any of its subsidiary undertakings for which the director has assumed responsibility in whole or in part, either alone or jointly with others, under a guarantee or indemnity or by the giving of security;
(iii)	a transaction or arrangement concerning an offer of shares, debentures or other securities of the company or any of its subsidiary undertakings for subscription or purchase, in which offer he or she is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he or she is to participate;
(iv)	a transaction or arrangement to which the company is or is to be a party concerning another company (including a subsidiary undertaking of the company) in which he or she or any person connected with him or her is interested (directly or indirectly) whether as an officer, shareholder, creditor or otherwise (a “relevant company”), if he or she and any persons connected with him or her do not to his or her knowledge hold an interest in shares (as that term is used in sections 820 to 825 of the Companies Act 2006) representing one per cent. or more of either any class of the equity share capital (excluding any shares of that class held as treasury shares) in the relevant company or of the voting rights available to members of the relevant company;
(v)	a transaction or arrangement for the benefit of the employees of the company or any of its subsidiary undertakings (including any pension fund or retirement, death or disability scheme and any employees’ share scheme, being a scheme for encouraging or facilitating employees (including directors) of the company or any of its subsidiary undertakings to acquire shares, debentures or other securities of the company or any of its subsidiary undertakings) which does not award him or her a privilege or benefit not generally awarded to the employees to whom it relates; or
(vi)	a transaction or arrangement concerning the purchase or maintenance of any insurance policy for the benefit of directors or for the benefit of persons including directors.

(p) A director shall not vote on or be counted in the quorum in relation to a resolution of the board or committee of the board concerning his or her own appointment (including, without limitation, fixing or varying the terms of his or her appointment or its termination) as the holder of an office or place of profit with the company or any body corporate in which the company is directly or indirectly interested. Where proposals are under consideration concerning the appointment (including, without limitation, fixing or varying the terms of appointment or its termination) of two or more directors to offices or places of profit with the company or a body corporate in which the company is directly or

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	indirectly interested, such proposals may be divided and a separate resolution considered in relation to each director. In that case, each of the directors concerned (if not otherwise debarred from voting under this article 91) is entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his or her own appointment.
(q)	The board may exercise or cause to be exercised the voting powers conferred on the company in relation to any other company in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing all or any members of the board as directors or other officers or employees of, or holders of any places of profit under, such other company, and voting or providing for the payment of remuneration to the directors or other officers or employees of such other company.
(r)	If a question arises at a meeting as to the materiality of a director’s interest (other than the interest of the chairman of the meeting) or as to the entitlement of a director (other than the chairman) to vote or be counted in a quorum and the question is not resolved by his or her voluntarily agreeing to abstain from voting or being counted in the quorum, the question shall be referred to the chairman and his or her ruling in relation to the director concerned is conclusive and binding on all concerned.
(s)	If a question arises at a meeting as to the materiality of the interest of the chairman of the meeting or as to the entitlement of the chairman to vote or be counted in a quorum and the question is not resolved by his or her voluntarily agreeing to abstain from voting or being counted in the quorum, the question shall be decided by resolution of the directors or committee members present at the meeting (excluding the chairman) whose majority vote is conclusive and binding on all concerned.
(t)	For the purposes of this article 91, in relation to an alternate director, the interest of his or her appointor is treated as the interest of the alternate director in addition to any interest which the alternate director otherwise has. This article 91 applies to an alternate director as if he or she were a director otherwise appointed.

Miscellaneous

(u)	The company may by ordinary resolution suspend or relax the provisions of this article 91 to any extent. Subject to the Companies Act 1985 and the Companies Act 2006, the company may by ordinary resolution ratify any transaction or arrangement not properly authorised by reason of a contravention of this article 91.
(v)	The provisions of paragraphs (a) to (u) of this article 91 shall come into effect on the date upon which section 175 of the Companies Act 2006 comes into force, at which point the provisions of articles 91A to 95 shall cease to have effect and shall be removed from these articles, whereupon this paragraph (v) shall be removed from these articles. Until section 175 of the Companies Act

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2006 comes into force, any reference in these articles to article 91 shall be construed as a reference to article 95.

Director may hold other positions under and may act in professional capacity for the company

91A.

(a)	A director may hold any office or place of profit under the company (other than the office of auditor to the company or to any other member of the group) in conjunction with his or her office of director upon such terms as the board may determine and may receive such remuneration in addition to any other remuneration receivable by the director as the board may think fit.
(b)	A director or any firm in which he or she is interested may act in a professional capacity for the company (otherwise than as auditor to the company or to any other member of the group) and the director or such firm shall be entitled to remuneration upon such terms as the board may think fit for such services as if he or she were not a director. In this article, “firm” includes any company.

Director may hold positions with other companies

92. A director may continue to be or become a director or other officer of, or employee or member of, or otherwise interested in, any other company in which the company may be interested, and (save as the board may otherwise determine) no such director shall be accountable for any remuneration or other benefits received by him or her as a director, officer, employee or member of or from his or her other interest in such other company. The board may exercise the voting powers conferred on the company in relation to any other company in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution appointing all or any members of the board as directors or other officers or employees of, or holders of any places of profit under, such other company, and voting or providing for the payment of remuneration to the directors or other officers or employees of such other company.

Director may be interested in any contract

93. Subject as provided in the statutes and the requirements of the Financial Services Authority, no director or intending director shall be disqualified by his or her office from contracting with the company, or any other company in which the company may be interested, either with regard to such director’s tenure of any such other office or place of profit or services as are referred to in article 91A or 92 or as customer, vendor, purchaser or in any other manner whatsoever, nor shall any such contract, or any contract, transaction or arrangement entered into by or on behalf of the company, or any other company in which the company is interested, in which the director is in any way, whether directly or indirectly, interested be liable to be avoided, nor shall any director so contracting or being so interested be liable to account to the company for any profit realised by any such contract, transaction or arrangement by reason of such director holding that office or of the fiduciary relationship thereby established.

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Director to declare interest in contract with company

94. A director who is in any way, whether directly or indirectly, interested in a contract, transaction or arrangement or proposed contract, transaction or arrangement with the company shall declare the nature of his or her interest in accordance with the provisions of the statutes.

Restriction on voting - matters upon which a director may vote

95.

(a) Save as otherwise provided by this article, a director shall not vote at any meeting of the board (and if such director shall do so his or her vote shall not be counted) in respect of any contract, transaction, arrangement or proposal in which he or she has an interest which (together with any interest of any person connected with him or her) is a material interest (otherwise than by virtue of an interest in shares, debentures or other securities of, or otherwise in or through, the company) or in relation to which he or she has a duty which conflicts or may conflict with the interests of the company, nor shall he or she be counted for the purposes of any resolution regarding the same in the quorum present at the meeting. Provided that (in the absence of any material interest other than is indicated below) a director may vote and be counted in the quorum in respect of any resolution concerning any of the following matters, namely:

(i)	any contract, transaction, arrangement or proposal for giving to such director any security, guarantee or indemnity in respect of money lent by him or her to, or obligations incurred by him or her or by any other person at the request or for the benefit of, the company or any other member of the group;
(ii)	any contract, transaction, arrangement or proposal for the giving by the company of any security, guarantee or indemnity to a third party in respect of a debt or obligation of the company or any other member of the group for which such director has personally assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of or agreement to give security;
(iii)	any contract, transaction, arrangement or proposal giving to such director any security, guarantee or indemnity in respect of any liability to any person which may be incurred by such director in the performance of his or her duties as a director or other officer or employee of the company or any other member of the group, or for the purchase or renewal for such director of insurance against any liability;
(iv)	the subscription or purchase by him or her of shares, debentures or other securities of the company pursuant to an offer or invitation to members or debenture holders of the company, or any class of them, or to the public or any section of the public;
(v)	any contract, transaction, arrangement or proposal by such director to underwrite or sub-underwrite (alone or with others) any shares, debentures or other securities of the company or any other member of the group;

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(vi)	any contract or arrangement with or concerning any other company (not being a company in which such director owns one per cent. or more within the meaning of paragraph (b)) in which such director is interested as an officer or creditor of that company or as a holder of shares or other securities;
(vii)	any proposal concerning the adoption, modification, operation, suspension or cancellation of any superannuation fund or retirement, death or disability benefits scheme under which such director may benefit or of any employees’ share scheme being a scheme for encouraging or facilitating employees (including directors) of the company or any other member of the group to acquire shares, debentures or other securities of the company or any other member of the group, provided that any such fund or scheme does not accord to any director as such any privilege or advantage not generally accorded to the employees to whom the fund or scheme relates;
(viii)	any other arrangement for the benefit of employees of the company or any other member of the group under which such director benefits or stands to benefit in a similar manner to the employees concerned and which does not accord to any director as such any privilege or advantage not generally accorded to the employees to whom the arrangement relates.

(b)	For the purposes of this article, a company shall be deemed to be a company in which a director owns one per cent. or more if and so long as (but only if and so long as) such director (together with persons connected with him or her) is, directly or indirectly, the holder of or beneficially interested in one per cent. or more of any class of the equity share capital of such company or of the voting rights available to members of such company. Provided that for the purposes of this paragraph there shall be disregarded any shares held by a director as bare or custodian trustee or by virtue of his or her being a personal representative of any estate, any shares comprised in a trust in which the director’s interest is in reversion or remainder if and so long as some other person is entitled to receive the income thereof and any interest which the director has by virtue of holding units in an authorised unit trust scheme, a recognised scheme or a UCITS (in each case, as defined in Section 220(1) as if such Sections and paragraphs had not been repealed).
(c)	Where a company in which a director owns one per cent. or more is materially interested in a contract, transaction, arrangement or proposal then such director shall also be deemed to be materially interested therein.
(d)	Subject to the provisions of paragraph (e), a director shall not vote or be counted in the quorum on any resolution concerning his or her own appointment as the holder of any office or employment with or place of profit under the company or any other company in which the company is interested, including fixing or varying the terms of his or her appointment or the termination thereof.
(e)	Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more directors to offices

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	or employments with or places of profit under the company or any other company in which the company is interested, such proposals may be divided and considered in relation to each director separately, and in such cases each of the directors concerned (if not debarred from voting under paragraph (a)) shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his or her own appointment.
(f)	If any question shall arise at any meeting of the board as to the materiality of a director’s interest or as to the entitlement of any director to vote or be counted in the quorum, such question shall be referred to the chairman of the meeting (or, if the director concerned is the chairman of the meeting, to the other directors at the meeting) and the chairman of the meeting’s ruling in relation to any director other than himself or herself (or, as the case may be, the ruling of the majority of the other directors in relation to the chairman of the meeting) shall be final and conclusive, except in a case where the nature or extent of the interest of the director concerned as known to such director has not been fairly disclosed.
(g)	Subject to the statutes, the company may by ordinary resolution suspend or relax the provisions of this article to any extent (in respect of any particular contract, transaction, arrangement or proposal) or ratify any particular contract, arrangement or transaction carried out in contravention of this article.

C. VACATION OF OFFICE OF DIRECTOR

When office of director to be vacated

96. Without prejudice to the provisions for retirement by rotation or otherwise contained in these articles, the office of a director shall be vacated in any of the following events, namely:

(a)	if such director shall become prohibited by law from acting as a director; or
(b)	if such director shall resign his or her office by notice in writing sent to or deposited at the office or shall tender his or her resignation and the board shall resolve to accept the same; or
(c)	if such director becomes bankrupt, has a receiving order made against him or her or makes any arrangement or composition with his or her creditors generally; or
(d)	if such director is, or may be, suffering from mental disorder and either

(i)	is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1960 or, in any other jurisdiction, in pursuance of an application or otherwise under similar legislation; or
(ii)	an order is made in respect of him or her by any competent court or official on the ground that such director is or may be suffering from

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mental disorder or is otherwise incapable of managing his or her own affairs; or

(e)	if such director shall be absent from meetings of the board for a continuous period of six months without special leave from the board and his or her alternate director (if any) shall not during such period have attended in his or her stead; or
(f)	if such director does not within two months from the date of his or her appointment (or within such longer period as is permitted by article 87) obtain his or her share qualification under article 87 or if after the expiration of such period such director ceases at any time to hold such qualification, and so that a person vacating office under this paragraph shall be incapable of being re-appointed a director of the company until he or she has obtained such qualification; or
(g)	if such director is removed from office by a resolution of the board in favour of which at least five-sixths of the total number of directors for the time being shall have voted.

D. APPOINTMENT AND RETIREMENT OF DIRECTORS

Number of directors to retire by rotation

97. At each annual general meeting one-third of the directors for the time being (or, if their number is not a multiple of three, the number nearest to but not greater than one-third) shall retire from office. A retiring director shall retain office until the conclusion of the meeting.

Which directors to retire

98. The directors to retire by rotation at an annual general meeting shall be those who have been longest in office and so that as between persons who became or were last re-elected directors on the same day those to retire shall (unless they otherwise agree amongst themselves) be determined by lot. The length of time during which a director has been in office shall be computed from the time when such director was last elected or re-elected. A retiring director shall be eligible for re-election.

How vacated office to be filled

99. The company at the meeting at which a director retires under any provision of these articles may by ordinary resolution fill up the office being vacated by electing thereto the retiring director or some other person eligible for appointment.

Restriction on election of two or more directors by single resolution

100. A resolution for the election of two or more persons as directors by a single resolution shall not be moved at any general meeting unless a resolution that it shall be so moved has first been agreed to by the meeting without any vote being given against it; and any resolution moved in contravention of this provision shall be void.

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Persons eligible for election as directors

101. No person other than a director retiring at the meeting shall, unless recommended by the board for election, be eligible for election as a director at any general meeting unless not less than seven nor more than 42 days before the day appointed for the meeting there shall have been received by the secretary at the office notice in writing signed by a member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of such member’s intention to propose such person for election and also notice in writing signed by the person to be proposed of his or her willingness to be elected, such notice of willingness to be elected not having subsequently been withdrawn.

Removal of directors by ordinary resolution

102. The company may, in accordance with and subject to the provisions of the statutes, by ordinary resolution of which special notice has been given remove any director from office notwithstanding any provisions of these articles or of any agreement between the company and such director, but without prejudice to any claim such director may have for damages for breach of any such agreement, and elect another person in place of a director so removed from office and any person so elected shall be treated for the purpose of determining the time at which he or she or any other director is to retire by rotation as if he or she had become a director on the day on which the director in whose place he or she is elected was last appointed or elected a director. In default of such appointment the vacancy arising upon the removal of a director from office may be filled by the board as a casual vacancy.

Board’s power to appoint directors

103. The board shall have the power at any time and from time to time to appoint any person to be a director either to fill a casual vacancy or as an additional director. Any director so appointed shall hold office only until the next annual general meeting and shall then be eligible to stand for re-election, but shall not be taken into account in determining either the directors or the number of directors who are to retire by rotation at such meeting.

E. ALTERNATE DIRECTORS

A director may appoint an alternate - powers of alternate - revocation of appointment of alternate - - remuneration of alternate

104.

(a) Any director (other than an alternate director) may at any time appoint any other director or appoint any other person willing to act (whether a member of the company or not) to be such director’s alternate; and every such alternate shall (subject to giving to the company an address either within or outside the United Kingdom at which notices may be sent to him or her) be entitled (during any period of absence which his or her appointor has notified in writing to the company at the office) to notice of meetings of the board, and of all committees of which the appointing director is a member, as if such alternate were a director and to attend and vote as a director at any such meeting at which the

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	appointing director is not personally present and generally at such meeting to have and to perform all the functions of his or her appointor as a director in the appointor’s absence (other than the power to appoint an alternate of the director appointing him or her) and so that for the purposes of the proceedings at such meeting the provisions of these articles shall apply as if he or she were a director Provided that such appointment of any person not being a director shall be effective only upon its being approved by the board.
(b)	The board may at any time revoke the appointment of an alternate director. A director may at any time revoke the appointment of an alternate appointed by him or her, and appoint another person in his or her place (subject always to the proviso to paragraph (a)), and if a director shall die or otherwise cease to hold the office of director the appointment of his or her alternate shall thereupon cease and determine Provided that, if any director retires whether by rotation or otherwise but is re-elected by the meeting at which such retirement took effect or is deemed to have been re-elected by the meeting at which such retirement took effect, any appointment made by such director pursuant to this article which was in force immediately prior to his or her retirement shall continue to operate after his or her re-election as if such director had not so retired.
(c)	Any appointment or revocation by a director under this article shall be effected by notice in writing to the company at the office executed by the appointor or in any other manner approved by the board.
(d)	Every such alternate shall be an officer of the company, shall alone be responsible to the company for his or her own acts and defaults and shall not be deemed to be the agent of the director appointing him or her.
(e)	The remuneration of any such alternate shall be payable out of the remuneration payable to the director appointing him or her, and shall consist of such portion (if any) of the last-mentioned remuneration as shall be agreed between them. The alternate shall, however, be entitled to be paid his or her expenses and to be indemnified by the company to the same extent as the director appointing him or her.
(f)	Every person acting as an alternate director shall have one vote for each director for whom he or she acts as alternate, in addition to his or her own vote if he or she is also a director. Execution by an alternate director of any resolution in writing of the board or a committee of the board shall, unless the notice of appointment provides to the contrary, be as effective as execution by the appointor.

F. PROCEEDINGS OF THE BOARD

Conduct and convening of board meetings

105. The board may meet together for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any meeting shall be determined by a majority of votes, and in the case of an equality of votes the chairman of the meeting shall have a second or casting vote. The chairman or any two directors may, and

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the secretary on the requisition of the chairman or any two directors shall, at any time summon a meeting of the board. Notice of a board meeting shall be deemed to be properly given to a director if it is given to him or her personally or by word of mouth or by electronic means to an address given by him or her to the company for that purpose or sent in writing to him or her at his or her last known address or any other address given by him or her to the company for this purpose. A director absent or intending to be absent from the United Kingdom may request that notices of board meetings shall during his or her absence be sent in hard copy form or by electronic means to him or her at an address given by him or her to the company for this purpose, but such notices need not be given any earlier than notices given to directors not so absent and if no such request is made it shall not be necessary to give notice of a board meeting to any director who is for the time being absent from the United Kingdom. Any director may prospectively or retrospectively waive the right to receive notice of any meeting of the board. Failure to give notice of a board meeting to a director shall not invalidate the proceedings at that meeting, provided that reasonable efforts are made to give notice to all directors entitled to receive notice.

Quorum

106. The quorum necessary for the transaction of the business of the board may be fixed by the board and unless so fixed at any other number shall be five. Subject to the provisions of these articles, any director who ceases to be a director at a board meeting may continue to be present and to act as a director and be counted in the quorum until the termination of the board meeting if no other director objects and if otherwise a quorum of directors would not be present.

Telephone meetings

107.

(a) A meeting of the board may consist of a conference between directors some or all of whom are in different places provided that each director who participates is able:

(i)	to hear each of the other participating directors addressing the meeting; and
(ii)	if he or she so wishes, to address all of the other participating directors simultaneously,

whether directly, by conference telephone or by any other form of communications equipment (whether in use when these articles are adopted or developed subsequently) or by a combination of such methods. Each director so participating in a meeting shall be deemed to be “present” at such meeting for the purpose of these articles.

(b)	A quorum is deemed to be present if those conditions are satisfied in respect of at least the number of directors required to form a quorum.
(c)	A meeting held in this way is deemed to take place at the place where the largest group of participating directors is assembled or, if no such group is

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readily identifiable, at the place from where the chairman of the meeting participates.

Validity of written resolution of directors

108. A written resolution signed by all the directors entitled to receive notice of a meeting of the board (provided that number would be sufficient to constitute a quorum) shall be as effective as a resolution passed at a meeting of the board duly convened and held, and may consist of one document or several documents in the like form each signed by one or more of the directors concerned. For the purposes of this article, any signature may be affixed to a facsimile copy of the resolution and any written resolution shall be valid upon the company receiving the original or a facsimile copy of the document or documents containing each of the said signatures.

Continuing directors may act

109. The continuing directors may act notwithstanding any vacancies in their body, but if and so long as the number of directors is reduced below the minimum number fixed by these articles the continuing directors or director may act for the purpose of filling up such vacancies or of summoning general meetings of the company, but not for any other purpose, and may act for either of such purposes whether or not the number of directors is reduced below the number fixed by or in accordance with these articles as the quorum for board meetings. If there be no directors or director able or willing to act, then any two members may summon a general meeting for the purpose of appointing directors.

Appointment of chairman, deputy chairman and vice-chairman

110. The board may from time to time elect from its own number a chairman, one or more deputy chairmen and one or more vice-chairmen, but so that the total number of deputy chairmen and vice-chairmen shall not at any time exceed six. The board may determine the period for which such officers are respectively to hold office and, notwithstanding such determination, may from time to time remove any such officer from office.

Chairman of board meetings

111. The chairman shall preside at all meetings of the board, but if at any time there is no chairman or if at any meeting the chairman be not present, the deputy chairman, or if there are two or more deputy chairmen present, then one of such deputy chairmen (selected by agreement between them or in default of agreement by lot) shall preside, or if at any meeting neither the chairman nor any deputy chairman be present, the vice-chairman, or if there are two or more vice-chairmen present, then one of such vice-chairmen (selected by agreement between them or in default of agreement by lot) shall preside. In the event that there be no chairman, deputy chairman or
vice-chairman or if none of them is present within five minutes from the time appointed for holding the meeting, then the directors present shall choose one of their number to be chairman of the meeting.

Executive directors

112. The board may from time to time appoint any one or more of the directors to any executive office or employment with the company with such title and on such terms as to

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remuneration, pension and otherwise and with such of the powers exercisable by the board as it may think fit and (subject to the provisions of the statutes) for such period as the board may determine and, subject to the terms of any agreement entered into in any particular case, may at any time revoke any such appointment or vary the terms thereof. A director so appointed shall, subject to the terms of any agreement between such director and the company, be subject to the same provisions as to retirement or removal as the other directors and, without prejudice to any claim for damages or compensation to which such director may be entitled, his or her appointment shall be automatically determined if he or she ceases from any cause to be a director.

Board may confer upon a director any of its powers

113. The board may entrust to and confer upon any director any of the powers exercisable by it as such upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with or to the exclusion of its own powers, and may from time to time (subject to the terms of any agreement entered into in any particular case) revoke, withdraw, alter or vary all or any of such powers.

Delegation to board committees and certain subsidiaries

114.

(a)	The board may delegate all or any of its powers, authorities, discretions and functions to any committee or committees on such terms and conditions as it may think fit. Any such committee may consist of one or more members of the board, and the board shall also be entitled to appoint such other person or persons as it considers expedient to a committee but so that the majority at least of the members of any such committee shall consist of directors and no resolution of the committee shall be effective unless a majority of the members of the committee present at the relevant meeting consists of directors.
(b)	The board may also delegate all or any of its powers, authorities, discretions and functions to a wholly-owned subsidiary (whether direct or indirect) of the company for such period and on such terms and conditions as the board may determine.
(c)	Any such committee or subsidiary shall in the exercise of the powers, authorities, discretions and functions so delegated conform to any regulations which may from time to time be imposed by the board.
(d)	The board may authorise any such committee or subsidiary to sub-delegate all or any of the powers, authorities, discretions and functions delegated to it and the board may at any time dissolve any such committee or revoke, vary or suspend any delegation made to any such committee or subsidiary.
(e)	In so far as any power, authority, discretion or function is delegated to a committee or subsidiary, any reference in these articles to the exercise or performance by the board of the power, authority, discretion or function so delegated shall be read and construed as if it were a reference to the exercise or performance thereof by such committee or subsidiary.

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(f) Any such delegation may be collateral with or to the exclusion of the powers, authorities, discretions or functions which are the subject of the delegation.

Proceedings of committees

115. The meetings and proceedings (including without limitation the conduct of business by a telephone meeting or by written resolution) of any such committee consisting of two or more members shall be governed by the provisions of these articles regulating the meetings and proceedings of the board, so far as the same are applicable and are not superseded by any regulations made by the board under
article 114.

Acts of board or committee valid notwithstanding disqualification

116. All acts done by any meeting of the board, or of a committee of the board, or by any person acting as a director or a member of such committee, shall as regards all persons dealing in good faith with the company, notwithstanding that there was some defect in the appointment or continuance in office of any member of the board or such committee or person acting as aforesaid, or that any such member or person was disqualified or had vacated office, or was 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 or a member of such committee and had been entitled to vote.

G. GENERAL POWERS OF THE BOARD

Management of company’s business vested in board

117. The business of the company shall be managed by the board, which may exercise all such powers of the company as are not by the statutes or by these articles required to be exercised in general meeting, subject nevertheless to the provisions of the statutes and of these articles and to such regulations as may be prescribed by the company by special resolution; but no alteration of these articles or regulations so prescribed by the company shall invalidate any prior act of the board which would have been valid if such alteration or regulation had not been made. The general powers given by this article shall not be limited or restricted by any special authority or power given to the board by any other article.

Board’s borrowing powers

118. The board may exercise all the powers of the company to borrow money, and to mortgage or charge its undertaking, and all or any part of its property and uncalled capital, and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the company or of any third party.

Appointment of attorneys

119. The board may from time to time and at any time by power of attorney or otherwise appoint any person (whether an individual or otherwise) and whether nominated directly or indirectly by the board to be the attorney or agent of the company for such purposes and with such powers, authorities, discretions and functions (not exceeding those vested in or exercisable by the board under these articles) and for such period and subject to such conditions as it may think fit, and any such appointment may contain such

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provisions for the protection and convenience of persons dealing with any such attorney or agent as the board may think fit and may also authorise any such attorney or agent to sub-delegate all or any of the powers, authorities, discretions and functions vested in that attorney or agent.

Overseas branch registers

120. Subject to and to the extent permitted by the statutes, the board may cause to be kept in any territory outside the United Kingdom an overseas branch register of members resident in such territory, and the board may make and vary such regulations as it may think fit with regard to the keeping of any such register.

Execution of certain instruments

121. All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments, and all receipts for monies paid to the company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons as may be appointed for the purpose by or on behalf of the board.

Company not to make loans, quasi-loans or enter into credit transactions with directors or shadow directors or connected persons

122. Save as permitted by the statutes, the board shall not:

(a)	make a loan or a quasi-loan to or enter into a credit transaction as a creditor for a director (including a shadow director) of the company or any person connected with such a director; or
(b)	enter into any guarantee or provide security in connection with a loan or quasi-loan or credit transaction made by any person to or for such a director or person so connected; or
(c)	take part in any arrangement whereby another person enters into such a transaction in return for a benefit from the company or any subsidiary; or
(d)	arrange for the assignment to it of any rights, obligations or liabilities of any such loan or quasi-loan to such a director or person so connected.

For the purposes of this article the expressions “quasi-loan”, “credit transaction” and “shadow director” shall have the meanings ascribed to them in Sections 199(1), 202(1) and 251(1)-(2) of the Companies Act 2006 respectively.

Pension and superannuation funds - employees’ share schemes - charitable subscriptions

123. The board may establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or superannuation funds or any share option, share incentive or share acquisition schemes or any profit sharing schemes or funds or trusts financed or contributed to by the company for the benefit of, and may give or procure the giving of donations, gratuities, pensions, allowances, disability benefits or emoluments to (or to any person in respect of), any persons who are or were at any time in the employment or service of the company, or of any other member of the group, or who are or were at any time directors or officers of the company or of any

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other member of the group and hold or have at any time held any salaried employment or office in the company or such other company, and the wives, husbands, widows, widowers, families and dependants of any such persons, and also may establish and subsidise or subscribe to any institution, association, club or fund calculated to be for the benefit of or to advance the interests and well-being of the company or of any other member of the group, or of any such person as aforesaid, and may make payments for or towards the insurance of any such persons as aforesaid, and subscribe or guarantee money for any charitable or benevolent objects or for any exhibition, or for any public, general or useful object and do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid.

Power to make provision for employees

124. The board is hereby authorised to sanction (by resolution of the board) the exercise of any power conferred upon the company by Section 719.

H. MINUTES AND RECORDS

Minutes and records

125.

(a) The board shall cause minutes to be made of:

(i)	all appointments of officers made by the board; and
(ii)	the names of the directors and any alternate directors and any person other than directors present at each meeting of the board or any committee of the board; and
(iii)	all resolutions and proceedings at all meetings of the company, of the board and of committees of the board.

Any such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings took place or by the chairman of the next succeeding meeting, shall be evidence of the proceedings.

(b)

Any register, index, minute book, book of account or other book required by these articles or the statutes to be kept by or on behalf of the company may be kept either by making entries in bound books or by recording them in some other form including the use of computer storage facilities so long as the recording is capable of being reproduced in a legible form. In any case in which bound books are not used, the board shall take adequate precautions for guarding against falsification and for facilitating its discovery.

I. SECRETARY

Appointment of and acts of the secretary

126.

(a) The secretary shall be appointed by the board for such term, at such remuneration and upon such conditions as it may think fit; and any such

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	secretary so appointed may be removed by the board, but without prejudice to any claim which such secretary may have against the company. If thought fit the board may appoint two or more persons to the office of secretary.
(b)	No person shall be appointed to the office of secretary unless he or she is duly qualified or eligible under one or more of the categories specified in Section 273 of the Companies Act 2006.
(c)	The board may, at any time and from time to time, appoint one or more persons qualified or eligible under one or more of the categories specified in Section 273 of the Companies Act 2006 to be deputy and/or assistant secretary at such remuneration and on such terms as it may think fit and anything required or authorised to be done by or to the secretary may be done by or to any deputy and/or assistant secretary so appointed; and any deputy or assistant secretary may be removed by the board, but without prejudice to any claim which such deputy or assistant secretary may have against the company.

J. THE SEALS

Custody and use of the seals

127. The board shall provide for the safe custody of the seal and any securities seal, each of which shall be used and affixed in accordance with regulations made by the board.

Use of the official seal

128. The company may exercise all the powers conferred by the statutes with regard to having an official seal for use abroad and such powers shall be vested in the board.

K. AUTHENTICATION OF DOCUMENTS

Authentication of documents by a director, secretary or any other person appointed by the board

129. Any director or the secretary or any other person appointed by the board for the purpose shall have power to authenticate any documents affecting the constitution of the company and any resolutions passed or adopted by the company or the board or any committee of the board, and any books, records, documents and accounts relating to the business of the company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the office the local manager or other officer of the company having custody thereof shall be deemed to be a person appointed by the board as aforesaid. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the company or of the board or any committee of the board which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of proceedings at a duly constituted meeting.

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V DIVIDENDS AND DISTRIBUTIONS

Declaration of dividends

130. The company in general meeting may by ordinary resolution declare dividends to be paid to the members according to their rights and interests in the profits but no dividend shall be payable in excess of the amount recommended by the board.

Calculation and currency of dividends

131. Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide:

(a)

all dividends shall (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts paid on the shares during any portion or portions of the period in respect of which the dividend is paid, but, for the purposes of this article, no amount paid on a share in advance of calls shall be treated as paid on the share; and

(b)

dividends may be declared or paid in any currency. The board may agree with any member that dividends which may at any time or from time to time be declared or become due on his or her shares in one currency shall be paid or satisfied in another, and may agree the basis of conversion to be applied and how and when the amount to be paid in the other currency shall be calculated and paid and for the company, the member or any other person to bear any costs involved.

Interim and other dividends

132. If and so far as in the opinion of the board the distributable reserves of the company justify such payments, the board may pay dividends (whether fixed or calculated by reference to a specified formula) on any class of shares carrying such a dividend expressed to be payable on such dates as may be prescribed for the payment thereof. Subject as aforesaid, the board may also from time to time pay one or more dividends (as interim or final dividends) on shares of any class of such amounts and on such dates and in respect of such periods as it thinks fit.

Dividend may be declared by reference to record date

133. Where any dividend is declared by the company in general meeting by ordinary resolution pursuant to article 130, or is determined to be paid by resolution of the board passed in accordance with article 132, the ordinary resolution or (as the case may be) the resolution of the board may provide that such dividend shall be payable to the members so entitled (or to any class of members so entitled) and registered as such on or as at any such date as the resolution may specify, and (without prejudice to the generality of the foregoing) any date so specified may be either before or after that upon which the resolution is passed, and may be before the date upon which such dividend is to be actually paid.

No dividend to bear interest

134. No dividend or other monies payable on or in respect of a share shall bear interest as against the company.

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Power to deduct from dividends any unpaid debts

135. The board may deduct from any dividend or other monies payable to any member on or in respect of a share all sums of money (if any) presently payable by such member to the company on account of calls or otherwise in respect of shares in the company.

Power to satisfy lien out of dividends

136. The board may retain any dividend or other monies payable on or in respect of a share on which the company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

Treatment of unclaimed dividends etc.

137. The payment by the board of any unclaimed dividend or other monies payable on or in respect of a share into a separate account shall not constitute the company a trustee in respect thereof. All unclaimed dividends or other moneys payable on or in respect of a share may be invested or otherwise made use of by the board for the benefit of the company until claimed; but so that any such dividend unclaimed after a period of 12 years from the date such dividend first became due for payment shall be forfeited and shall revert to the company and any monies payable on or in respect of a fractional interest in a share remaining unclaimed after a period of 12 years from the date upon which the same first became due for payment, shall be forfeited and shall revert to the company. In the case of a dividend resolved to be paid under article 132, the above period of 12 years shall be calculated from the date specified in the relevant resolution of the board as the date for payment of the dividend.

Dividend warrants

138.

(a) Any dividend or other monies payable on or in respect of a share may be paid by cheque or warrant sent in accordance with article 152A to the member or person entitled thereto (and if two or more persons are registered as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder or otherwise by operation of law, to any one of such persons), or to such other person and such address as such member or person or persons may direct by notice in writing to the company signed by such member or other person or persons. Every such cheque shall be crossed and bear across its face the words “account payee” or “a/c payee” either with or without the words “only” and every such cheque or warrant shall be made payable to the person to whom it is sent or to such other person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder or otherwise by operation of law may direct by notice in writing to the company signed by such holder or holders or other person or persons, and payment of the cheque or warrant, if appearing to have been duly paid by the banker on whom it is drawn, or, in respect of shares in uncertificated form, the making of payment in accordance with the facilities and requirements of the relevant system, shall be a good discharge to the company. Every such cheque or warrant shall be sent at the risk of the person or persons entitled to the

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money represented thereby. Any such dividend or other money may also be paid by any other usual or common banking method (including, without limitation, direct debit, bank transfer and electronic funds transfer) and the company shall have no responsibility for any sums lost or delayed in the course of any such transfer or where it has acted on any such directions.

(b)

In respect of shares in uncertificated form every such payment made by any method referred to in this article 138 may be made in any such manner as may be consistent with the facilities and requirements of the relevant system. Without prejudice to the generality of the foregoing, in respect of shares in uncertificated form, such payment may include the sending by the company or by any person on its behalf of an instruction to the operator of the relevant system to credit the cash memorandum account of the holder or joint holders, or of such person as the holder or joint holders may in writing direct.

Any joint holder may give receipt for a dividend

139. If several persons are registered as joint holders of a share or are entitled thereto in consequence of the death or bankruptcy of the holder or otherwise by operation of law, any one of them may give effectual receipts for any dividend or other monies payable or property distributable on or in respect of the share.

Company not obliged to send dividend warrants to untraced shareholders

140.

(a)	Without prejudice to the company’s rights under articles 50 and 137, if on two consecutive occasions (or following only one occasion, when reasonable enquiries have failed to establish a new address for the registered holder) cheques or warrants in payment of dividends or other moneys payable on or in respect of any share have been sent in accordance with article 152A but have been returned undelivered or left uncashed during the periods for which the same are valid, the company need not thereafter despatch further cheques or warrants in payment of dividends or other moneys payable on or in respect of the share in question until the holder or the first named of joint holders on the register or other person entitled thereto shall have communicated with the company and supplied to the company, by notice in writing signed by such holder or other person, an address for the purpose.
(b)	The board may exercise the powers of the company conferred by paragraph (a) in respect of any dividend or other such payment falling due to be paid one month after notice of the company’s intention to exercise such powers has been served on the relevant member by recorded delivery post.
(c)	All monies represented by warrants or cheques not despatched by the company under the provisions of paragraph (a) shall be deemed to be unclaimed dividends or moneys and the provisions of articles 50 and 137 shall apply thereto.

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Payment of dividend in specie

141. A general meeting may, upon the recommendation of the board, direct payment of a dividend wholly or in part by the distribution of specific assets, and in particular of paid up shares, debentures or other securities of any other company or in any one or more of such ways, and the board shall give effect to such resolution; and where any difficulty arises in regard to the distribution the board may settle the same as it thinks expedient and in particular may issue fractional certificates, and may fix the value for distribution of such specific assets or any part thereof, and may determine that cash payments shall) be made to any members upon the footing of the values so fixed, in order to adjust the rights of members, and may vest any specific assets in trustees upon trust for the persons entitled to the dividend as may seem expedient to the board, and generally may make such arrangements for the allotment, acceptance and sale of such specific assets or fractional certificates, or any part thereof, and distribution of the cash proceeds of any sale or of the cash equivalent to any member or members and otherwise as it thinks fit.

Scrip dividends

142. The board may, with the sanction of an ordinary resolution of the company (including an ordinary resolution passed before the adoption of these articles) and subject to there being available sufficient unissued ordinary shares taking into account other relevant circumstances, offer to the holders of ordinary shares the right to elect to receive an allotment of additional ordinary shares, credited as fully paid, in whole or in part, instead of cash in respect of any dividend which is specified in the applicable ordinary resolution or such part of such dividend as the board may determine. The following provisions shall have effect:

(a)	any such ordinary resolution may specify a particular dividend or may specify all or any dividends falling to be declared or paid during a specified period, being a period expiring not later than the commencement of the annual general meeting held in the fifth year after that in which the resolution is passed;
(b)	the basis of allotment shall be determined by the board so that, as nearly as may be considered convenient, the value (calculated by reference to the average quotation) of the additional ordinary shares (including any fractional entitlement) to be allotted instead of any cash amount of dividend shall be equal to such amount. For such purpose the “average quotation” of an ordinary share shall be the average of the middle market quotations (less the relevant dividend unless the ordinary shares are already quoted ex such dividend) on the Daily Official List of the London Stock Exchange (or any similar publication) on at least five consecutive dealing days selected by the board, but commencing no earlier than the day upon which the proposed relevant dividend is announced by the board;
(c)	the board shall give notice in writing to the holders of the ordinary shares of the rights of election offered to them and shall send with or following such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;
(d)	the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be paid in cash on ordinary shares in respect of

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	which the said election has been duly exercised (the “elected ordinary shares”) and on and with effect from the due date of payment of the dividend (or part thereof) in respect of which a right of election has been offered or such earlier date (after the election) as the board may determine additional ordinary shares shall be allotted instead of payment of cash to the holders of the elected ordinary shares on the basis of allotment determined as aforesaid. For such purpose the board shall capitalise, out of such of the sums standing to the credit of reserves (including any share premium account and capital redemption reserve) or profit and loss account as the board may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares to be allotted on such basis and apply the same in paying up in full the appropriate number of unissued ordinary shares for allotment and distribution to and amongst the holders of elected ordinary shares on such basis;
(e)	the additional ordinary shares so allotted shall rank pari passu in all respects with the fully paid ordinary shares then in issue save only as regards participation in the relevant cash dividend (or share election instead thereof);
(f)	the board may do all acts and things which it considers necessary or expedient to give effect to any such offer and capitalisation, with power to make such provisions as it thinks fit for dealing with shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are disregarded or rounded up or carried forward or the benefit of fractional entitlements accrues to the company or to one or more charities selected by it rather than to the members concerned). The board may authorise any person on behalf of all the members concerned to enter into an agreement with the company providing for such capitalisation and matters incidental thereto and an agreement made under such authority shall be effective and binding on all persons concerned;
(g)	notwithstanding anything to the contrary in this article, the board may make such exclusions from any offer of rights of election to holders of ordinary shares as it may think fit in the light of any legal or practical problems under the laws of, or the requirements of any regulatory or stock exchange authority in, any territory or the level of costs which would be associated with such an offer;
(h)	the board may determine to treat as valid for the purposes of this article any mandate in force (including a mandate given before the adoption of these articles) to receive on a regular basis (and not in relation to a single dividend only) ordinary             shares instead of receiving payment of cash dividends and such mandate shall, if so determined by the board, entitle the relevant holder of ordinary shares to an allotment of new ordinary shares pursuant to this article; and
(i)	the board may at any time and from time to time prior to payment of any dividend, subject to the terms of the relevant share dividend offer, disregard any election or mandate received in connection with this article and pay the relevant dividend or dividends in cash.

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VI RESERVES

Board powers to carry profits to reserve and to carry forward profits

143. The board may, before recommending or resolving to pay any dividend, whether preferential or otherwise, carry to reserve out of the profits of the company (including any premiums received upon the issue of debentures or other securities of the company) such sums as it thinks proper as a reserve or reserves which shall, at the discretion of the board, be applicable for any purpose to which the profits of the company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the company or be invested in such investments other than shares in the company or of its holding company (if any) as the board may from time to time think fit. The board may also without placing the same to reserve carry forward any profits. 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.

VII CAPITALISATION OF PROFITS

Capitalisation issue

144.

The company in general meeting may, subject to the rights attaching to any class of shares, and in respect of shares and debentures in uncertificated form, subject to the Regulations, upon the recommendation of the board at any time and from time to time, subject as hereinafter provided, by ordinary resolution resolve to capitalise all or any part of any amount standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution and accordingly that the amount to be capitalised be set free for distribution among the holders of the ordinary shares in proportion to the amounts paid up on the ordinary shares and to apply such amount on their behalf, either in or towards paying up the amounts, if any, for the time being unpaid on any ordinary shares, or in paying up in full unissued shares, debentures or other securities of the company of a nominal amount equal to such amount, and to allot and distribute such shares, debentures or other securities credited as fully paid up, to and amongst such holders, or as they may direct, or partly in one way and partly in the other,

provided that:

(a)	the share premium account and the capital redemption reserve and any such profits not available for distribution may, for the purposes of this article, only be applied in the paying up of unissued shares to be issued to members credited as fully or, where permitted by the statutes, partly paid; and
(b)	no unrealised profits shall be applied in paying up any debentures of the company or any amount unpaid on any share in the capital of the company.

Board to effect capitalisations

145. Whenever a resolution is passed in pursuance of article 144, the board shall:

(a) allot unissued shares, debentures or other securities of the company, as the case may be, to the amount authorised by the resolution credited as fully paid up amongst the holders of the shares entitled to participate therein with full power

76

to the board to make such provisions by way of the issue of fractional certificates or otherwise as it thinks fit for the case of fractions, and prior to such allotment the board may, if it thinks fit, authorise any person, on behalf of all the members so entitled to the said shares, debentures or other securities of the company, to enter into an agreement with the company providing for the allotment to them in the proportion specified in article 144 credited as fully paid up of the shares, debentures or other securities authorised by the resolution to be distributed amongst them, and any agreement made under such authority shall be effective and binding on all the holders of the ordinary shares for the time being; and the board shall have power generally to do all acts and things required to give effect to such resolution as aforesaid. Whenever on any issue of shares, debentures or other securities of the company in pursuance of article 144 the value of a fractional entitlement thereof shall be less than a minimum amount determined by the board in respect of any holder, the proceeds of sale (after the deduction of the proper expenses of such sale) of each and every such fractional entitlement amounting to less than such minimum amount shall belong to and be vested in the company (or one or more charities selected by it). For the purpose of giving effect to any such sale, the board may convert such securities as are in certificated form into uncertificated form and vice versa and, in respect of securities which are in certificated form, may authorise some person to transfer the securities sold to the purchaser thereof or, in respect of shares in uncertificated form, make other arrangements consistent with the facilities and requirements of the relevant system for their transfer to, or in accordance with the directions of, the purchaser and the purchaser shall be registered as the holder of the securities comprised in any such transfer and shall not be bound to see to the application of the purchase money nor shall the purchaser’s title to the said securities be affected by any irregularity or invalidity in the proceedings relating to the sale; and/or

(b)

(if the resolution so specifies) apply such profits or sum on behalf of the holders entitled thereto in paying up the amount, if any, unpaid on any shares held by such holders.

VIII ACCOUNTS AND AUDIT

Keeping of accounts and retention and location of accounting records

146.

(a)

The board shall cause to be kept proper accounts and accounting records in accordance with the requirements of the statutes.

(b)

The accounting records shall be kept at the office or (subject to the provisions of the statutes) at such other place as the board thinks fit, and shall always be open to inspection by the directors and other officers. No member (other than a director or other officer) shall have any right of inspecting any account or book or document of the company except as conferred by law (including the statutes) or authorised by order of the court or by the board.

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Accounts to be laid before general meetings

147. The board shall from time to time, in accordance with the provisions of the statutes, cause to be prepared and to be laid before the company in general meeting such profit and loss accounts, balance sheets, group accounts and reports as are specified in the statutes.

Reports and accounts to be delivered to members, debentureholders and auditors - summary financial statements

148.

(a)

Subject to the provisions of paragraph (b) and of article 149, a copy of the directors’ and auditors’ reports accompanied by copies of the balance sheet, profit and loss account and other documents required by the statutes to be annexed to the balance sheet (together the “statutory accounts”) shall, not less than 21 clear days prior to the annual or other general meeting at which it is proposed to lay such documents before members, be delivered to every member and holder of debentures of the company and to the auditors and to every other person, if any, who is entitled by these articles or the statutes to receive copies of such documents and/or notices of meetings from the company.

(b)

The company may, insofar as is permitted by the statutes and without prejudice to the right of any member who wishes to receive the statutory accounts to require the statutory accounts to be sent to such member, send to members a summary financial statement which complies with the provisions of the statutes, (a “summary financial statement”) in place of the statutory accounts, such summary financial statement to be sent not less than 21 clear days prior to the annual or other general meeting at which the statutory accounts of which the summary financial statement is a summary are to be laid as provided in paragraph (a), but subject to such exclusions or other arrangements as the board may deem necessary or expedient to deal with any legal or practical problems arising in any overseas territory or by virtue of shares being represented by depositary receipts or the requirements of any regulatory or stock exchange authority.

Cases in which reports and accounts need not be delivered

149. Article 148 shall not require a copy of the statutory accounts or summary financial statement to be sent to more than one of joint holders or to any person who is not entitled to receive notices of meetings or of whose address the company is not aware, but any member or holder of debentures or person entitled by the statutes or these articles to receive a copy of the statutory accounts or summary financial statement to whom a copy has not been sent shall be entitled to receive a hard copy free of charge on application at the office.

Appointment of auditors

150. Auditors shall be appointed, and their duties, powers, rights and remuneration regulated, in accordance with the provisions of the statutes.

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IX COMMUNICATIONS

Manner of communications

151. Any documents or information to be sent or supplied by or to the company may be sent or supplied in hard copy form, in electronic form or by means of a website to the extent permitted by the statutes and these articles.

Communications to the company

152.

(a) A document or information is validly sent or supplied by a member to the company in hard copy form if it is sent or supplied by hand or by post (in a pre-paid envelope) to:

(i)	an address specified by the company for the purpose;
(ii)	the office; or
(iii)	an address to which any provision of the statutes authorises the document or information to be sent or supplied.

(b)	A document or information may only be sent or supplied by a member to the company in electronic form if the company has notified the members that the document or information may be sent or supplied in that form (and not revoked that agreement).
(c)	Subject to paragraph (b) above, where a document or information is sent or supplied by electronic means, it may only be sent or supplied to an address:

(i)	specified for the purpose by the company (generally or specifically); or
(ii)	deemed by a provision of the statues to have been so specified.

(d) Subject to paragraph (b) above, where a document or information is sent or supplied in electronic form by hand or by post, it must be sent or supplied to an address to which it could validly be sent if it were in hard copy form in accordance with paragraph (a) above.

Communications by the company or the board in hard copy form

152A.

(a) A document or information sent or supplied by the company or the board in hard copy form must be:

(i)	handed to the intended recipient; or
(ii)	sent or supplied by hand or by post (in a pre-paid envelope):

(A)	to an address specified for the purpose by the intended recipient;
(B)	to a company at its office;

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(C)	to a person in his capacity as a member, at his address as shown in the register;
(D)	to a person in his capacity as a director, at his address as shown in the register of directors; or
(E)	to an address to which any provision of the statutes authorises the document or information to be sent or supplied.

(b) Where the company is unable to obtain any address falling within paragraph (a) above, the document or information may be sent or supplied to the intended recipient’s last address known to the company.

Communications by the company in electronic form

152B.

(a) A document or information may only be sent or supplied by the company or the board in electronic form:

(i)	to a person who has agreed (generally or specifically) that the document or information may be sent or supplied in that form (and not revoked that agreement); or
(ii)	to a company that is deemed to have so agreed by a provision in the statutes.

(b) Where the document or information is sent or supplied by electronic means, it may only be sent or supplied to an address:

(i)	specified for the purpose by the intended recipient (generally or specifically); or
(ii)	where the intended recipient is a company, deemed by a provision of the statutes to have been so specified.

(c) Where the document or information is sent or supplied in electronic form by hand or by post, it must be:

(i)	handed to the intended recipient; or
(ii)	sent or supplied to an address to which it could validly be sent if it were in hard copy form in accordance with article 152A.

Communications by the company by means of a website

152C.

(a) A document or information may only be sent or supplied by the company to a person by being made available on a website if the person:

(i) has agreed (generally or specifically) that the document or information may be sent or supplied to him or her in that manner; or

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(ii) is taken to have so agreed in accordance with the statutes,

and has not revoked that agreement.

(b)	A document or information authorised or required to be sent or supplied by means of a website must be made available in a form, and by a means, that the company reasonably considers will enable the recipient to read it (and see any images contained in it) with the naked eye and to retain a copy of it.
(c)	The company must notify the intended recipient of:

(i)	the presence of the document or information on the website;
(ii)	the address of the website;
(iii)	the place on the website where it may be accessed; and
(iv)	how to access the document or information.

(d) The document or information is taken to be sent:

(i)	on the date on which the notification required by paragraph (c) above is sent; or
(ii)	if later, the date on which the document or information first appears on the website after that notification is sent.

(e) The company must make the document or information available on the website throughout:

(i)	the period specified by any applicable provision of the statutes; or
(ii)	if no such period is specified, the period of 28 days beginning with the date on which the notification required by paragraph (c) is sent to the person in question.

A failure to make a document or information available on a website throughout the period mentioned in this paragraph (e) shall be disregarded if (1) it is made available on the website for part of that period and (2) the failure to make it available throughout that period is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid.

Communications by other means

152D.

(a)	A document or information that is sent or supplied to the company otherwise than in hard copy form, electronic form or by means of a website is validly sent or supplied if it is sent or supplied in a form or manner that has been agreed by the company.
(b)	A document or information that is sent or supplied by the company or the board otherwise that in hard copy form, electronic form or by means of a website is

81

validly sent or supplied if it is sent or supplied in a form or manner that has been agreed by the intended recipient.

Suspension of supply of documents and information to a member

153.

(a)

If on three consecutive occasions documents or information, including any dividend payment in accordance with article 138 or a copy of any statutory accounts or summary financial statement, have been sent or supplied to any member in accordance with article 152A or article 152B(c), such member shall not thereafter be entitled to receive any documents or information from the company until he or she shall have communicated with the company and supplied in writing (signed by him or her) to the company at the transfer office a new registered address or an address within the United Kingdom for the service of notices.

(b)

If any document or information, including any dividend payment in accordance with article 138 or a copy of any statutory accounts or summary financial statement, have been sent or supplied by electronic means in accordance with article 152B(b) to any member at his or her address specified for the purpose or deemed to be so specified and the company becomes aware of a failure in delivery (and subsequent attempts to send or supply such document or information by electronic means also result in a failure in delivery), the company shall either:

(i)	send or supply a hard copy of such document or information to such member; or
(ii)	notify such member of the information set out in article 152C(c),

in each case in the manner described in article 152A.

When service effected on member

154. Where a document or information is, under article 152A, sent or supplied by post, service or delivery shall be deemed to be effected at the expiration of 24 hours after the time when the cover containing the same is posted (irrespective of the class or type of post used) and in proving such service or delivery it shall be sufficient to prove that such cover was properly addressed and posted. Where a document or information is sent or supplied by electronic means to an address specified for the purpose by the intended recipient, service or delivery shall be deemed to be effected on the same day on which it is sent or supplied and in proving such service it will be sufficient to prove that it was properly addressed. Where a document or information is sent or supplied by means of a website, service or delivery shall be deemed to be effected when (a) the material is first made available on the website or (b) if later, when the recipient received (or, in accordance with this article 154, is deemed to have received) notification of the fact that the material was available on the website.

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Notice by advertisement

155. If at any time by reason of the suspension or curtailment of postal services within the United Kingdom or by reason of a technical failure affecting the company (or its relevant agent(s)), the company is unable effectively to convene a meeting of the company by notice sent by post or by electronic means, notice of such meeting may be given by advertisement in the United Kingdom. In any such case the company shall send confirmatory copies of the notice by post or by electronic means if at least seven days prior to the meeting the posting of notices to addresses throughout the United Kingdom or sending notices by electronic means (as the case may be) again becomes practicable. Any notice given by advertisement shall be advertised on the same date in at least two leading daily newspapers in the United Kingdom and such notice shall be deemed to have been served or delivered at noon on the day when the advertisement appears.

Documents and information to joint holders and agreement by joint holders

156.

(a)	In respect of joint holdings documents or information shall be validly sent or supplied to all joint holders if sent or supplied to that one of the joint holders whose name stands first in the register.
(b)	Anything to be agreed or specified in relation to documents or information to be sent or supplied to joint holders, may be agreed or specified by that one of the joint holders whose name stands first in the register.

Service of documents and information on persons entitled to shares by transmission

157. A person entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law upon supplying to the company such evidence as the board may reasonably require to show his or her title to the share, and upon supplying also an address within the United Kingdom for the service of notices, shall be entitled to have sent or supplied to him or her at such address any document or information to which the member but for his or her death or bankruptcy or the other event in question would be entitled, and such sending or supply shall for all purposes be deemed a sufficient sending or supply of such document or information to all persons interested (whether jointly with or as claiming through or under him or her) in the share. Save as aforesaid, any document or information sent or supplied to any member in pursuance of these articles shall, notwithstanding that such member be then dead or bankrupt, and whether or not the company has received notice of his or her death or bankruptcy or the other event in question, be deemed to have been duly served or delivered in respect of any share registered in the name of such member as sole or joint holder.

Members not entitled to documents and information

158. A member who (having no registered address within the United Kingdom) has not supplied to the company an address in the United Kingdom at which documents or information may be sent or supplied to him or her in hard copy form, or an address to which documents or information may be sent or supplied to him or her by electronic means, is not entitled to have documents or information sent or supplied to him or her by the company.

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X WINDING UP

Distribution of assets in specie

159. In the winding up (whether the liquidation is voluntary or by the court) of the company the liquidator may, with the authority of a special resolution of the company and any other sanction required by the statutes, divide among the members in specie the whole or any part of the assets of the company, whether or not the assets shall consist of property of one kind, and may for such purposes set such value as the liquidator deems fair upon any one or more class or classes of property, and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator, with the like authority, shall think fit, and the liquidation of the company may be closed and the company dissolved, but so that no member shall be compelled to accept any assets in respect of which there is a liability.

XI INDEMNITY AND INSURANCE

Indemnity of officers, funding directors’ defence costs and power to purchase insurance

160.

(a) To the extent permitted by the Companies Act 1985 and the Companies Act 2006, every person who is or was a director or other officer of the company (other than any person (whether or not an officer of the company) engaged by the company as auditor) shall be and shall be kept indemnified out of the assets of the company against all costs, charges, losses and liabilities incurred by him (whether in connection with any negligence, default, breach of duty or breach of trust by him or otherwise) in relation to the company or its affairs provided that such indemnity shall not apply in respect of any liability incurred by him:

(i)	to the company or to any associated company; or
(ii)	to pay a fine imposed in criminal proceedings; or
(iii)	to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising); or
(iv)	in defending any criminal proceedings in which he or she is convicted; or
(v)	in defending any civil proceedings brought by the company, or an associated company, in which judgment is given against him; or
(vi)	in connection with any application under any of the following provisions in which the court refuses to grant him relief, namely:

(A)	section 144(3) or (4) of the Companies Act 1985 (acquisition of shares by innocent nominee); or
(B)	section 727 of the Companies Act 1985 (general power to grant relief in case of honest and reasonable conduct).

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(b) In article 160(a)(iv), (v) or (vi) the reference to a conviction, judgment or refusal of relief is a reference to one that has become final. A conviction, judgment or refusal of relief becomes final:

(i)	if not appealed against, at the end of the period for bringing an appeal; or
(ii)	if appealed against, at the time when the appeal (or any further appeal) is disposed of.

An appeal is disposed of:

(1)	if it is determined and the period for bringing any further appeal has ended; or
(2)	if it is abandoned or otherwise ceases to have effect.

(c) To the extent permitted by the Companies Act 1985 and the Companies Act 2006, every person who is or was a director of the company acting in its capacity as a trustee of an occupational pension scheme shall be and shall be kept indemnified out of the assets of the company against all costs, charges, losses and liabilities incurred by him in connection with the company’s activities as trustee of the scheme provided that such indemnity shall not apply in respect of any liability incurred by him:

(i)	to pay a fine imposed in criminal proceedings; or
(ii)	to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising); or
(iii)	in defending criminal proceedings in which he or she is convicted.

For the purposes of this article, a reference to a conviction is to the final decision in the proceedings. The provisions of article 160(b) shall apply in determining when a conviction becomes final.

(d)

Without prejudice to article 160(a) and to the extent permitted by the Companies Act 1985 and the Companies Act 2006 and otherwise upon such terms and subject to such conditions as the board may in its absolute discretion think fit, the board shall have the power to make arrangements to provide a director with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings or in connection with an application under section 144(3) or (4) of the Companies Act 1985 (acquisition of shares by innocent nominee) or section 727 of the Companies Act 1985 (general power to grant relief in case of honest and reasonable conduct) or in defending himself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority or to enable a director to avoid incurring any such expenditure.

(e)

Where at any meeting of the board or a committee of the board any arrangement falling within paragraph (d) above is to be considered, a director shall be entitled to vote and be counted in the quorum at such meeting unless the terms

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of such arrangement confers upon such director a benefit not generally available to any other director; in that event, the interest of such director in such arrangement shall be deemed to be a material interest for the purposes of article 91 and he or she shall not be so entitled to vote or be counted in the quorum.

(f) To the extent permitted by the Companies Act 1985 and the Companies Act 2006, the board may exercise all the powers of the company to purchase and maintain insurance for the benefit of a person who is or was:

(i)	a director, alternate director, secretary, employee, agent or consultant of the company or of a company which is or was a subsidiary undertaking of the company or in which the company has or had an interest (whether direct or indirect); or
(ii)	trustee of a retirement benefits scheme, employee share scheme or other trust in which a person referred to in sub-paragraph (f)(i) above is or has been interested,

indemnifying him and keeping him indemnified against liability for negligence, default, breach of duty or breach of trust or other liability which may lawfully be insured against by the company.

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INDEX
TO
ARTICLES OF ASSOCIATION

	No. of article
accounts-
copies of, to whom to be sent		148,149
inspection of		146(b)
keeping of		125(b), 146(a)
presentation of		147
records of, where kept		146(b)
Act of Parliament or statutory instrument-
exclusion of		1
address-
definition of		2
address of members-
not within the United Kingdom, if, no right to notice		158
within the United Kingdom		152
adjournment (see general meetings and meetings of board)
administrators (see also transmission of shares)-
registration of		47
title of, to shares		46
unregistered, rights and restrictions		49
alteration of capital		51
annual general meetings (see general meetings, annual)
articles-
definition of		2
attorneys-
power to appoint		119
auditors-
appointment and remuneration of		150
appointment of		150
duties of		150
indemnification of		160(a)
notice of general meetings to be given to		55
report of, presentation of		147
report of, sending of, with balance sheet		148(a)
authorised share capital		3
balance sheet-
copies of, to whom to be sent		148(a)

- 87 -

	No. of article
presentation of		147
bankruptcy of member (see also transmission of shares)-
service of notices after		157
board-
definition of		2
board of directors (see directors and meetings of board)
board meetings (see meetings of board)
bonus-
included in definition of dividend		2
branch register-
power to make regulations		120
brokerage-
payment of, on issue of shares		13
business-
general meetings, at (see general meetings)
of the company, board’s general powers to manage		117
calls on shares-
allotment, sums due on, deemed to be		26
differentiation as to amount		27
interest on unpaid		25
liability for, of joint shareholders		24
non-payment of		29
notice of		22
payment in advance of		28
payment in advance of, dividend not payable on		131
payment of		22
power to make		22
time made		23
unpaid, no right to vote if		10(a)
unpaid, notice by company		29, 30
capital-
amount of		3
class rights of members as to		3
consolidation of		51(b)
consolidation of, board’s power		52
to settle difficulties diminution of, by cancellation of shares		51(d)
increase of		51(a)
reduction of		51(e)
sub-division of		51(c)
capital redemption reserve-
reduction of		51(e)
restriction on application of		144(a)

- 88 -

	No. of article
capitalisation of profits and reserves-
board’s power to deal with ancillary matters		145
power of		144
casting vote of chairman-
board meetings		105
general meetings		70
certificates of shares-
delivery of		17(a)
entitlement to, of members		17, 19
form of		16
replacement of certificate		20
sealing of		16
chairman (see also deputy chairmen and vice-chairmen)-
board meetings, entitled to preside at		111
definition of		2
election of		110
general meetings, decision final at		62
general meetings, entitled to preside at		65
power to summon board		105
remuneration of		88
chairman at general meetings-
casting vote		70
poll for election of, when taken		71
power to demand a poll		67
who shall be		62
class meetings-
convening and conduct of		7
poll at		7
quorum at		7
class rights-
income and capital, as to		3
modification of		6
modification of, where not deemed to take place		8
clear days-
definition of		2
commissions-
payment of, on issue of shares		13
committees of board-
delegation by board of powers to		114
expenses of attendance at		90
proceedings at		115
validity of acts of, in spite of formal defect		116
company-
definition of		2

- 89 -

	No. of article
connected-
definition of		2
corporations-
execution of proxy by		80
representative, may act by		85
deceased member (see also transmission of shares)-
liability of		46
service of documents and information in respect of		157
default shares-
definition of		2
definitions		2
deputy chairmen (see also chairman)-
appointment of		110
definition of		2
remuneration of		88
direction notice-
definition of		2
directors (including board)-
absence of		109
accounts, to inspect, right of		146(b)
additional, appointment of		103
alternate		104
attorneys, power to appoint		119
bankruptcy of		96(c)
borrowing powers, exercise of		118
casual vacancy among		109
casual vacancy among, caused by removal from office		102
chairman (see chairman)
cheques, signature of		121
committees, power to appoint		114
(see also committees of board)
conflict of interest, authorisation by board		91
definition of		2
delegation of powers to any director		113
disqualification of		96
eligibility of, for re-election		98(a)
employees, power to provide for		124
executive office, appointment to		112
expenses, reimbursement of		90
general meeting, entitlement to attend and speak at		75
general meeting, power to convene		54
indemnification of		160(a)
interests in other companies		91, 92
meetings (see meetings of board)
nomination of, restriction on		101
notice of intention to propose, for election		101
number of, minimum		86
number of, if less than minimum		109
official seal abroad, power to have vested in		128
other offices may be held by		91(m), 91A(a)

- 90 -

	No. of article
pensions of		123
positions with other companies		91(m), 92
powers of, general		117
professional capacity, power to act in		91(m), 91A(b)
removal of		102
remuneration of		88
remuneration of, extra services		89
report of, sending to persons entitled		148
resignation of, compulsory		96
resolutions, if two or more appointed		100
retirement of, after appointment		103
to fill casual vacancy
retirement of, by reason of age,		98(b)
how treated if re-elected
retirement of, by rotation		97
retiring, selection of		98(a)
rotation of, where director appointed		102
in place of another removed from office
share qualification of		87
transactions, may be interested in		91(m), 93
transactions, declaration of interest in		91(h)-(l), 94
vacancy among, appointment to fill where		102
caused by removal from office
vacancy among, may be filled at general meeting		99
vacation of office by		96
validity of acts of, in spite of formal defect		116
voting power in other companies, exercise by company of		91(q), 92
voting, restrictions on voting by		91(o), 95
written resolutions of		108
dividends-
apportionment of		131(a)
calculation of		131(b)
currency of		131(b)
debts, deduction of, from		135
declaration of		130
definition of		2
discharge for		138
interest, not to bear, as against company		134
interim		132
joint holders, payment to		138, 139
liability to forfeiture		31
lien on		35
not entitled to if call unpaid		135
non-payment of dividends if Section 793 notice		10(b)
not complied with
payment of		138
record date, declaration by reference to		133
reserve fund		143
persons entitled to shares by transmission		49
retention of, in satisfaction of lien		136
rights as to		3
scrip		142
specie		141
unclaimed		137
untraced shareholders, obligation to		140

- 91 -

	No. of article
warrants for, how made payable		138
documents-
authentication of		129
execution of		2(b)
whether physical substance or not		2(b)
dominion register (see branch register)
electronic form-
definition of		2
electronic means-
definition of		2
equities-
exclusion of		14
executive directors-
power to appoint		112
executors (see also transmission of shares)-
registration of		47, 48
title of, to shares		46
unregistered, rights and restrictions		49
Financial Services Authority-
definition of		2
forfeiture of shares (see shares)
general meetings-
adjourned, business at		63
adjourned meeting, notice of		64
adjournment of, generally		63
adjournment of, if quorum not present		61
adjournment of, proxy valid for		82(b)
adjournment of, when poll to be taken		71
business at, adjourned		63
business at, after demand for poll		73
chairman at		62
chairman’s decision final at		65
classes of shareholders, of		6,7
directors’ expenses of attendance at		90
dissolution of		61
minutes of proceedings at		125(a)
notice of (see notices)
no right to be present if calls unpaid		10(a)
overflow meetings		60(a)
poll at (see poll)
proceedings at		59-75
quorum at		59
quorum at, if not present		61
quorum at, of classes of shareholders		7
safety of, arrangements for		60(b)
Section 793 notice, failure to comply with		10(b)

- 92 -

	No. of article
time and place of, to be stated in notices		55
voting at (see poll and votes at general meetings)
general meetings, annual-
notice of		53, 55
specified as such in notices, to be		53
time and place of		53
time and place of, to be stated in notices		55
when to be held		53
general meetings-
calling of		54
definition of		54
notice of		55
requisition of		54
time and place of, to be stated in notices		55
group-
definition of		2
hard copy form-
definition of		2
holder-
definition of		2
income-
class rights of shareholders as to		3
indemnity-
to directors, officers and auditors		160(a)
insurance-
for directors, officers and auditors		160(f)
interim dividends		132
interpretation-
words, of		2
joint shareholders-
balance sheet, etc., sending of, to		148
calls, liability for, of		24
certificates of shares, issue of, to		18
dividend warrants of, how made payable		138
dividend warrants, posting of, to		138
dividends of, receipt for		139
documents and information to, how sent		156
lien on shares of		35
number of, permitted		18
replacement of certificate, request by		20(d)
survivor of, title of		46
voting rights of		77
lien on shares-
enforcement, statutory declaration as evidence of		37

- 93 -

	No. of article
grounds for refusal to register transfer		41
sale of shares to enforce		36(a)
shares and dividends, on		35
shares sold under, application of proceeds of		36(b)
title to shares sold under		37
liquidator-
powers of		159
London Stock Exchange-		2
definition of		2
meaning of words		2
meetings of board-
adjournment of		105
calling of		105
chairman at		111
committees (see committees of board)
equality of votes at		105
expenses of attendance at		90
minutes of attendance and proceedings at		125(a)
notices of		105
quorum at		106
telephone by		107
validity of acts of, in spite of formal defect		116
votes at		105
votes at, restriction on		91(o), 95
member-
definition of		2
minutes-
contents of		125
proceedings, evidence of		125
new shares-
direction notice, issued subject to		10(d)
notice (see also notices)-
calls, of		22
calls, requiring payment of unpaid		29
desire to be registered as shareholder, of		48
director, of intention to propose, for election		101
forfeiture of shares, of liability to		29, 30
notices (see also notice)-
adjourned general meeting, of		64
advertisement, by		155
auditors’ right to receive, of general meetings		55
contents of, of general meetings		55, 56
dead or bankrupt, when member, service of		157
electronic form, in		152(b), 152(d), 152B
electronic means, by		152(c), 152B(b)
form of		152
general meetings, of		55, 56

- 94 -

	No. of article
joint shareholders, service on, of		156
meetings of board, of		105
non-receipt of, of general meetings		58
omission of, of general meetings		58
poll, of, not required		72
proposed resolution, of, on requisition of members		57
right to appoint proxy of		56
service of, on company		152
service of, by company		152A, 152B, 152C, 154
suspension of, to member		153
transfer office, delivery to		152
United Kingdom, not to be sent outside		158
website, by means of a		152C
when service of, effected		154
office-
definition of		2
officers-
indemnification of		160(a)
options over shares		11
ordinary shares-
definition of		2
overseas branch register-
definition of		2
power to keep		120
paid up or paid-
definition of		2
pension		123
person-
includes corporation		2
plural number-
includes singular		2
poll-
calls unpaid, if, no right to vote on		10(a)
declaration of result of		67
demand for, continuance of business after		73
demand for, withdrawal of		74
demand, proxy confers rights to		82(b)
demand, who may		67
election of chairman or adjournment, when taken		71
equality of votes on		70
method of taking		69
notice of		72
Section 793 notice, failure to comply with		10(b)
time for taking		67
votes on, how given		76, 79
votes on, rights to		76

- 95 -

	No. of article
preference shares		3A
prescribed period-
definition of		2
principal place-
definition of		2
profits-
capitalisation of		144
dividends to be paid out of		130
proxy-
appointment in electronic form		80A
authority of		82(b)
authority of, determination of		84
calls unpaid, if, no right to vote by		10(a)
deposit of		81(a)
execution of		80
form of		80, 82(a)
need not be a member of company		80
poll, to demand, right of		82(b)
poll, voting on		76
right to appoint, notice of		56
validity of		81(a), (b), 82(b), 84
qualifying person-
definition of		2
quorum (see also quorum at general meetings)-
meetings of board, at		106
quorum at general meetings-
classes of members, of		7
if not present		61
number of		59
recognised clearing house-
definition of		2
recognised investment exchange-
definition of		2
register-
definition of		2
registration of transfers-
closing of		43
definition		2
remuneration-
chairman, deputy chairmen and vice-chairmen		88
directors, of		88
directors, of, for professional services		91(n), 91A(b)
directors, of, for extra services		89

- 96 -

	No. of article
executive directors		111
reports, directors’ and auditors’-
sending of, to persons entitled		148(a)
representative-
corporation may act by		85
requisition-
general meetings, of		54
meetings of board of		105
reserve fund-
capitalisation of		144
purposes of		143
resolutions-
amendments to		66
deciding, method of		67
not invalidated by failure to give notice		58
voting on, method of		67
voting on, result of		67
resolutions, special-
notice of general meeting to pass		55
period of notice required		55
varying class rights		6
winding up, in course of		159
resolutions, written-
validity of, of directors		108
rights issue-
definition of		2
seal-
definition of		2
formalities for affixing		127
official seal, for use abroad		128
secretary-
appointment of		126(a), (b)
definition includes deputy, assistant, joint		2
deputy or assistant, appointment of		126(c)
eligibility of		126(b)
indemnification of		160(a)
two or more persons may be		126(a)
Section 793 notice-
definition of		2
Section 80 amount and
Section 89 amount-
definition of		2

- 97 -

	No. of article
securities seal-
definition of		2
formalities for affixing		127
service of documents and information		152A, 152B, 152C
share capital		3
share dividends		142
share premium account-
reduction of		51(e)
restriction on application of		144
shares-
allotment of		5, 11, 12
apportionment of dividends on		131
board authority to allot		12
calls on (see calls on shares)
cancellation of		51(d)
certificates of (see certificates of shares)
class rights of holders of		3
commissions and brokerage on issue		13
consolidation of		51(b)
consolidation of, board’s power		52
to settle difficulties
distinguishing numbers of		17(b)
equitable interest in, not recognised		14
financial assistance for acquisition of		9
forfeited, liability of holder of		34
forfeited, sale or re-allotment of		33
forfeited, title to		37
forfeiture of, for non-payment of calls		31
forfeiture of, notice of		32
forfeiture of, notice of liability to		29, 30
forfeiture of, statutory declaration as evidence of		37
grant of options over		11
issue of, with special rights or restrictions		5
joint holders of (see joint shareholders) lien on (see lien on shares)
new, direction notice, subject to		10(d)
paying up and issue of unissued		144
paying up of partly paid		144
proceeds of sale of, accounting for		50(b)
purchase of own		4
redeemable		4
sale of, execution of		50(b)
sell, board’s power to		50(a)
sub-division of		51(c)
surrender of, where liable to be forfeited		31
transactions in, restrictions on		122
transfer of (see transfer of shares) transmission of (see transmission of shares)
trusts of, not recognised		14
uncertificated		21
unissued shares at disposal of board		11
variation of rights of		6

- 98 -

	No. of article
voting rights of		76
share warrants		15
special resolutions (see resolutions, special)
staff shares-
definition of		2
rights attaching to, and transfer of		3
statutes-
definition of		2
statutory accounts-
definition of		2
subsidiary-
definition of		2
subsidiary undertaking-
definition of		2
summary financial statement-
definition of		2
survivor-
title of, of joint shareholders		46
suspension date-
definition of		2
transactions-
declaration of directors’ interest in		91(m), 94
voting, restriction on, when directors interested in		91(o), 95
transfer of shares-
decline to register, board’s power to		41
destroy, and related documents, board’s power to		44(b)
deposit of		42(a)
execution of		40, 42
form of		38
ground for declining to register:
if in favour of more than four transferees		42(c)
if in respect of more than one class		42(b)
registration of, no payment of fees on		39
renunciation of allotment, board may recognise		45
retention of, by company		44(a)
suspension of registration of		43
transfer office-
definition of		2
transmission of shares-
death of member, on		46

- 99 -

	No. of article
dividends, retention of, in connection with		49
generally		46, 47, 48, 49
unregistered persons, rights of, entitled by		49
trusts of shares-
not recognised		14
uncertificated shares		21
unissued shares		11
United Kingdom-
definition of		2
shareholders to give address within		153
untraced shareholders
sale of shares of		50
vice-chairman-
definition of		2
vice-chairmen (see also chairman)-
appointment of		110
remuneration of		88
votes at general meetings-
corporations, of		76
disqualification from voting if calls unpaid		10(a)
disqualification from voting if Section 793 notice		10(b)
not complied with
entitlement to		76
equality of		70
error in counting		68
joint shareholders, rights of, to		77
members who are incapable of managing		78
own affairs, right of, to
method of recording		67
objections to		68
poll, how given on a		67
poll, on, rights to		76
show of hands, on, rights to		76
votes at meetings of board-
regulations for		105
restriction on		91(o), 95
website-
communication by		152C
winding-up-
distribution of assets in		159
writing, in-
definition of		2

- 100 -

EX-5.1

Exhibit 5.1

25 June 2008

To: Barclays PLC
1 Churchill Place
London E14 5HP

Dear Sirs

Proposed placing and open offer (the “Offer”) by Barclays PLC (the “Company”)

We have acted as English legal advisers to the Company in connection with the proposed issue by the Company of up to 2,188,000,000 new ordinary shares of 25 pence each in the capital of the Company, in connection with the Offer (the “New Shares”). Application has been or is to be made to the Financial Services Authority (the “FSA”) and to the London Stock Exchange plc (the “London Stock Exchange”) for the New Shares to be admitted to the Official List of the FSA and to trading on the London Stock Exchange’s main market for listed securities (“Admission”).

This letter and the opinions given in it are governed by and relate only to English law as applied by the courts of England and Wales at the date of this letter. For the purpose of this letter, we have made no investigation of the laws of any jurisdiction other than England and Wales and, accordingly, in this letter we express no opinion on the laws of any other jurisdiction. Furthermore this letter expresses no opinion on the adequacy of the contents of the Registration Statement (as defined below) for the purposes for which it has been prepared.

For the purpose of issuing this letter we have reviewed only: (1) a copy of the Memorandum of Association and Articles of Association of the Company certified by the Assistant Secretary of the Company as a true copy of the original; (2) a Certificate of Continuous Incorporation of the Company dated 23 June 2008; (3) a copy of an extract (the “Extract”) from the minutes of a meeting of the board of directors of the Company held on 28 May 2008 (the “Board Meeting”) certified by the Assistant Secretary of the Company as a true extract from the original minutes of the Board Meeting and vesting the Board Finance Committee of the board of directors of the Company with authority to carry out the Offer; (4) a copy of a written resolution (the “Board Written Resolution”) of the board of directors of the Company dated 18 June 2008 certified by the Assistant Secretary of the Company as a true copy of the original; (5) a copy of the minutes of a meeting of the Board Finance Committee of the board of directors of the Company dated 19

June 2008 (the “Committee Meeting”) certified by the Assistant Secretary of the Company as a true copy of the original resolving to carry out the Offer; and (6) a copy of the written resolutions (the “Committee Written Resolutions” and, together with the Board Written Resolution, the “Written Resolutions”) of the Board Finance Committee passed on 24 June 2008 certified by the Assistant Secretary of the Company as a true copy of the original resolving to issue and allot the New Shares. In each case, we have assumed that such documents (and any signatures, stamps and seals upon them) are complete, accurate and conform to the originals which themselves are genuine. We have also assumed that there has been no alteration in the status of the Company as revealed by the Certificate of Continuous Incorporation referred to at point (2) above and that such certificate is complete and accurate in all respects. The opinions given in this letter are given on the basis of the assumptions (made without investigation), and are subject to the reservations, set out herein.

The opinions given in this letter are only given in connection with the preparation and filing of a registration statement on Form F-3 (the “Registration Statement”) under the United States Securities Act of 1933, as amended, (the “Securities Act”) in connection with the Offer and filed with the United States Securities and Exchange Commission on or about 25 June 2008 and, more particularly, for the purpose of the inclusion of this letter as an exhibit to the Registration Statement and are strictly limited to the matters stated in the following paragraph and are not to be read as extended, by implication or otherwise, to any other matters. We express no opinion as to any tax matter.

On the basis of the assumptions and subject to the reservations set out herein, and to any matters not disclosed to us, and having regard to such considerations of English law in force or applied as at the date of this letter (as we consider relevant), we are of the opinion that, subject to: (1) the directors of the Company acting in good faith to promote the success of the Company for the benefit of its members as a whole; (2) the Board Meeting and the Committee Meeting having been duly convened and quorate and the Written Resolutions having been validly passed and, in each case, such resolutions remaining in full force and effect, not having been amended or revoked; (3) the resolutions (the “AGM Resolutions”) set out in the notice of annual general meeting of the Company dated 7 March 2008 having been passed in the form set out in that notice at a duly convened and quorate annual general meeting of the Company and remaining in full force and effect, not having been amended or revoked; (4) the Company having authorised but unissued share capital as at the date of issue of the New Shares at least equal to the aggregate nominal value of the New Shares; and (5) at Admission the AGM Resolutions and the resolutions passed at each of the Board Meeting (as included within the Extract) and the Committee Meeting and the Written Resolutions each remaining in full force and effect and not having been rescinded or amended (including by any other resolution passed at the Board Meeting and not included in the Extract), at Admission all of the New Shares shall have been duly and validly authorised and issued, fully paid or credited as fully paid (subject to the transfer of valid consideration to the Company for the issue thereof in connection with the Offer).

Neither this opinion nor its contents may be quoted or referred to in any document nor used for any other purpose whatsoever, without our prior written consent.

This letter is provided in relation to the Registration Statement and we hereby consent to the filing of this opinion as an exhibit thereto and to the use of our name under the heading “Legal

-2-

Matters” therein. By giving such consent, we do not admit that we are experts with respect to any part of the Registration Statement, including this opinion when filed as an exhibit thereto, within the meaning of the term “expert” as used in the Securities Act or the rules and regulations thereunder.

     This letter may not be relied upon by you for any other purpose and may not be read as extending by implication to any other matters. Furthermore, this letter is given to you on the basis that any limitation on the liability of any of your other advisers, whether or not we are aware of that limitation, will not adversely affect our position in any circumstances.

Yours faithfully

/s/ Clifford Chance LLP

-3-

EX-8.1

Exhibit 8.1

June 25, 2008

Barclays plc,
1 Churchill Place,
London E14 5HP,
United Kingdom

Ladies and Gentlemen:

We have acted as United States tax counsel to Barclays plc (the “Company”) in connection with the registration of up to 266,000,000 ordinary shares of the Company, pursuant to the prospectus (the “Prospectus”) that forms a part of the registration statement on Form F-3 of the Company filed with the Securities and Exchange Commission on June 25, 2008 (the “Registration Statement”) to which this opinion is filed as an exhibit.

Based on the Prospectus that we have reviewed, we are of the opinion that the discussion under the heading “Tax Considerations — U.S. Tax Considerations” in the Prospectus constitutes an accurate summary of the matters set forth therein in all material respects, subject to the qualifications set forth therein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and Prospectus. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Sullivan and Cromwell LLP

EX-8.2

Exhibit 8.2

[Letterhead of Clifford Chance LLP]

ADF              25 June 2008

Barclays PLC (the “Company”)
1 Churchill Place
London
E14 5HP

Dear Sirs

Barclays PLC : Open Offer of New Ordinary Shares or New American Depositary Shares (the “Transaction”)

1. Introduction

1.1 We have acted as English legal tax advisers to the Company in connection with the Transaction.

1.2 We have, at the request of the Company, prepared this letter addressed to the Company.

1.3 This opinion is confined to, and given on the basis of the laws of England and Wales, United Kingdom tax law and the practice of HMRC as currently in force or applied as at the date of this letter.

1.4 No opinion is expressed as to the laws of any other jurisdiction.

1.5 For the purposes of preparing this letter, we have reviewed the Form F-3 Registration Statement under the Securities Act of 1933 dated 25 June 2008 (the “Form F-3”).

1.6 In this letter, terms not otherwise defined shall bear the meaning given to them in the Form F-3.

1.7 Headings in this letter are for ease of reference only and shall not affect its interpretation.

2. Assumption

The opinion set out in this letter is based upon the following arising from being correct at all material times.

2.1 That the Company is resident only in the United Kingdom for United Kingdom tax purposes.

3. Opinion

On the basis of, and subject to, sections 1, 2 and 4 of this letter, we hereby confirm that the statements of law and HMRC practice in the Form F-3 under the heading “Taxation Considerations — Material United Kingdom Tax Consequences” (the “UK Tax Section”), subject to the limitations and qualifications in such UK Tax Section, represent our opinion as to all of the material UK tax consequences of the Transaction.

4. General

4.1 We have not been asked to, and we do not, express any opinion as to the tax which will or may arise as a result of any other transaction effected in connection with the Transaction. Accordingly, this opinion is strictly limited to the matters stated in paragraph 3, and is not to be read as extended, by implication or otherwise, to any other matters.

4.2 Neither this opinion nor its contents may be quoted nor referred to in any document nor used for any other purpose whatsoever, without our prior written consent.

4.3 We are aware, however, that this letter will be filed as an exhibit to the Form F-3 and accordingly we hereby consent to such filing. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.

4.4 We express no opinion as to any matter other than as specified in this letter.

4.5 This opinion is governed by, and is to be construed in accordance with, English law.

Yours faithfully

/s/ Clifford Chance LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form F-3
of our reports dated 7th March 2008 and 10th March 2008 respectively, for:

1. Barclays PLC relating to the financial statements and the effectiveness of internal control
over financial reporting; and

2. Barclays Bank PLC relating to the financial statements

which appear in the combined Annual Report on Form 20-F for Barclays PLC and Barclays Bank
PLC for the year ended December 31, 2007. We also consent to the reference to us under the
heading “Experts” in such Registration Statements.

/s/ PricewaterhouseCoopers LLP
London, England
25 June 2008

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

     Reference is hereby made to the proposed registration by Barclays PLC (“Barclays”) under the US Securities Act of 1933, as amended (the “Securities Act”) of securities to be issued by Barclays, as well as, if appropriate, American Depositary Shares representing all or a portion of such securities (collectively, “Securities”), in connection with the proposed issue of new ordinary shares in Barclays to certain investors and/or existing Barclays shareholders (the “Transaction”) and any actions or matters carried out in preparation for, or ancillary to, or otherwise in connection with, the Transaction. Such Securities will be registered on one or more registration statements on Form F-3, or on such other form or forms promulgated by the US Securities and Exchange Commission (the “SEC”) as may be necessary or advisable to effect such registration (each such registration statement, a “Registration Statement”).

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints any Director of Barclays, the Company Secretary or the Deputy Company Secretary, and each of them, with full power to act alone, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements, any and all amendments thereto (including post-effective amendments) and any subsequent registration statement in respect of the Securities that is to be effective upon filing by Barclays pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together, shall constitute one instrument.

[Remainder of this page left intentionally blank.]

Date: June 25, 2008	By:	/s/ Marcus Agius
	Marcus Agius
	Chairman
	(Chairman of the Board)
Date: June 25, 2008	By:	/s/ John Varley
	John Varley
	Group Chief Executive
	(Board and Executive Committee member)
Date: June 25, 2008	By:	/s/ Robert E. Diamond Jr.
	Robert E. Diamond Jr.
	President, Barclays PLC and CEO of Investment Banking
	and Investment Management
	(Board and Executive Committee member)
Date: June 25, 2008	By:	/s/ Gary Hoffman
	Gary Hoffman
	Group Vice-Chairman
	(Board member)
Date: June 25, 2008	By:	/s/ Christopher Lucas
	Christopher Lucas
	Group Finance Director
	(Board and Executive Committee member)
Date: June 25, 2008	By:	/s/ Frederik Seegers
	Frederik Seegers
	Chief Executive, Global Retail and Commercial Banking
	(Board and Executive Committee member)
Date: June 25, 2008	By:	/s/ David Booth
	David Booth
	Non-executive Director
	(Board member)

[Signature page of Power of Attorney]

Date: June 25, 2008	By:	/s/ Sir Richard Broadbent
	Sir Richard Broadbent
	Senior Independent Director
	(Board member)
Date: June 25, 2008	By:	/s/ Richard Leigh Clifford, AO
	Richard Leigh Clifford, AO
	Non-executive Director
	(Board member)
Date: June 25, 2008	By:	/s/ Fulvio Conti
	Fulvio Conti
	Non-executive Director
	(Board member)
Date: June 25, 2008	By:	/s/ Professor Dame Sandra Dawson
	Professor Dame Sandra Dawson
	Non-executive Director
	(Board member)
Date: June 25, 2008	By:	/s/ Sir Andrew Likierman
	Sir Andrew Likierman
	Non-executive Director
	(Board member)
Date: June 25, 2008	By:	/s/ Sir Michael Rake
	Sir Michael Rake
	Non-executive Director
	(Board member)

[Signature page of Power of Attorney]

Date: June 25, 2008	By:	/s/ Sir Nigel Rudd
	Sir Nigel Rudd
	Deputy Chairman
	(Board member)
Date: June 25, 2008	By:	/s/ Stephen Russell
	Stephen Russell
	Non-executive Director
	(Board member)
Date: June 25, 2008	By:	/s/ Sir John Sunderland
	Sir John Sunderland
	Non-executive Director
	(Board member)
Date: June 25, 2008	By:	/s/ Patience Wheatcroft
	Patience Wheatcroft
	Non-executive Director
	(Board member)

[Signature page of Power of Attorney]

EX-24.2

Exhibit 24.2

POWER OF ATTORNEY

     Reference is hereby made to the proposed registration by Barclays PLC (“Barclays”) under the US Securities Act of 1933, as amended (the “Securities Act”) of securities to be issued by Barclays, as well as, if appropriate, American Depositary Shares representing all or a portion of such securities (collectively, “Securities”), in connection with the proposed issue of new ordinary shares in Barclays to certain investors and/or existing Barclays shareholders (the “Transaction”) and any actions or matters carried out in preparation for, or ancillary to, or otherwise in connection with, the Transaction. Such Securities will be registered on one or more registration statements on Form F-3, or on such other form or forms promulgated by the US Securities and Exchange Commission (the “SEC”) as may be necessary or advisable to effect such registration (each such registration statement, a “Registration Statement”).

     KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints any Director of Barclays, the Company Secretary or the Deputy Company Secretary, and each of them, with full power to act alone, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign one or more Registration Statements, any and all amendments thereto (including post-effective amendments) and any subsequent registration statement in respect of the Securities that is to be effective upon filing by Barclays pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

[Remainder of this page left intentionally blank.]

Date: June 25, 2008	By:	/s/ James Walker
	Name: James Walker
	Title: Authorized representative in the United States

[Signature page of Power of Attorney]