Articles of Association

The law in relation to companies has recently undergone a number of changes following the introduction of new company legislation in the United Kingdom under the Companies Act 2006 (“2006 Act”) (as amended by The Companies (Shareholders’ Rights) Regulations 2009).

Some of the changes applied automatically whilst others required the Company to take specific steps to take advantage of, or exclude, as the case may be, the effect of the changes.

In order to accommodate the proposed changes to the Company’s previous articles of association (the “Previous Articles”) to reflect provisions of the 2006 Act which is fully in force, the Company proposed to shareholders by way of a Special Resolution at its Annual General Meeting (the “Meeting”) held on 25 February 2010 that new articles of association (the “New Articles”) be adopted.

The resolution to adopt New Articles was passed by shareholders at the Meeting and in addition to reflecting the provisions of the 2006 Act also contained a number of changes that generally updated the Previous Articles bringing the provisions into line with current market practice.

 Articles of association

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