Changes to the Articles of Association for a UK Company

Wording of Resolutions to be adopted

a) Completely new articles, adopted by resolution in writing:

'That the document annexed hereto and signed for purposes of identification by all of us be and is hereby adopted as the Articles of Association of the company to the exclusion of all the existing regulations.'

b) Completely new articles, adopted at a meeting:

'That the document submitted to this meeting and signed for purposes of identification by the chairman thereof be and is hereby adopted as the Articles of Association of the company to the exclusion of all previous Articles of Association.'

c) Minor modifications:

'That regulation 18 of the Articles of Association of the company shall no longer apply but the following be substituted:

"18.  The number of directors shall not be less than two."'

 or

That regulation 137 of Table A shall cease to apply to the company.'

 or

That regulation 137 of Table A shall cease to apply to the company but the following new regulation shall be substituted therefore and numbered 19 in the Articles of Association of the company:

"19. Any director who ceases to be a shareholder in the company shall thereupon cease to be a director."'

 or

'That the Articles of Association of the company be amended by the addition of the following regulation to be numbered 18A and inserted immediately after regulation 18:

"18A. Any director who ceases to be a shareholder in the company shall thereupon cease to be a director."'

 or

'That regulation 19 of the Articles of Association of the company be deleted and regulations 20 to 29 inclusive be respectively renumbered 19 to 28 inclusive.'