Memorandum and Articles of Association
At the 2008 Annual General Meeting the Company adopted amended Articles of Association to incorporate limited number of amendments to reflect certain provisions of the Companies Act 2006, which came or will come into effect in 2007 and 2008.
The principle changes in the amended Articles relate to the appointment of proxies and corporate representative, Directors’ age limits and to Directors’ conflicts of interest. There are also a small number of consequential amendments relating to the definition of “Companies Act” and reference to sections of the Companies Act 1985 which have been replaced by different sections of the 2006 Act.
At the Extraordinary General Meeting on 14 November 2008 the Company adopted new Articles in order to implement the Return of Cash, which included the rights and restrictions attaching to the B Shares and the Deferred Shares, as defined in the EGM Circular. In addition, in view of the Return of Cash the new Articles include a new limit on borrowings of £250 million.
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