13  ALTERNATE DIRECTORS

13.1  Any director may, (subject to Article 13.2), at any time by notice signed by him and deposited at the office or delivered at a meeting of the directors appoint any person (including another director) to be his alternate director and may in like manner at any time terminate such appointment.

13.2  A B Director shall not be entitled to appoint any person to be his alternate director unless, in the opinion of the other directors (each being bound to act reasonably in this respect), that person satisfies the B Director Criteria, subject to the qualification that the reference in paragraph (b) of that definition to the Nominator shall be deemed for this purpose to be a reference to the other directors.

13.3  The appointment of an alternate director shall determine on the happening of any event which if he were a director would cause him to vacate such office or if his appointer ceases to be a director.

13.4  An alternate director shall be entitled to receive notices of meetings of the directors and shall be entitled to attend and vote as a director at any such meetings at which the director appointing him is not personally present and generally at such meeting to perform all the functions of his appointer as a director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he (and not his appointer) were a director.

13.5  If his appointer is for the time being absent from the United Kingdom or temporarily unable to act through ill health or disability, the signature of an alternate director to any resolution in writing of the directors shall be as effective as the signature of his appointer.

13.6  To such extent as the directors may from time to time determine in relation to any committees of the directors the foregoing provisions of this Article 13 shall also apply mutatis mutandis to any meeting of such committee of which the appointer of an alternate director is a member.

13.7  An alternate director shall not (save as provided in this Article 13) have power to act as a director nor shall he be deemed to be a director for the purposes of these Articles but he shall be an officer of the Company and shall not be deemed to be the agent of the director appointing him.

13.8  An alternate director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a director but he shall not be entitled to receive from the Company in respect of his appointment as alternate director any remuneration except only such part (if any) of the remuneration otherwise payable to his appointer as such appointer may by notice in writing to the Company from time to time direct.