5:488 6 January 2014 TO ALL MEMBERS Dear Sirs ARTICLES OF ASSOCIATION At the request of the Committee, the Managers have carried out a review of the Association’s governing constitution, historically known in the UK as a company’s “Memorandum & Articles of Association”. This review identified a number of areas for potential improvement and clarification, as well as modernisation in line with recent legislative changes. The changes proposed by the Managers were reviewed and approved by the Committee at its meeting on 9 October 2013, with further enhancements being suggested by the Committee at the meeting. The Committee also authorised the calling of a General Meeting on Wednesday 29 January 2014, for the purpose of obtaining support from the membership for the proposed changes. Attached to this circular therefore is a formal Notice of the General Meeting called by the Committee, which includes the proposed Special Resolution listing the changes in full. Perhaps the most significant of the proposed amendments is that, in line with changes in UK company law, the provisions of the existing Memorandum of Association (essentially the Association’s objects) are now to be incorporated into the Articles of Association, with the Memorandum itself ceasing to exist. Amongst the other proposed changes are an updating of the provisions relating to communication between the Association and its members and the service of notice, to bring them into line with modern practice; clarification of the arrangements for entries on a fixed premium basis; and an updating of the provisions dealing with conflicts of interest to cover “situational” as well as “transactional” conflicts, again in response to changes in UK company law. Yours faithfully A BILBROUGH & CO LTD (MANAGERS) 5:488 NOTICE OF MEETING NOTICE IS HEREBY GIVEN that an GENERAL MEETING of the MEMBERS OF THE ASSOCIATION will be held at the REGISTERED OFFICE of the Association, 50 LEMAN STREET, LONDON, E1 8HQ at 12:30 p.m. on WEDNESDAY, 29th JANUARY 2014, or as soon thereafter as the separate meeting of the members of Class 8 called for that day is finished, for the purpose of amending the Association’s Articles of Association. The following Resolution, together with any amendments thereto proposed at the meeting, will be considered, and if thought fit, passed as a SPECIAL RESOLUTION of the Association: [New wording is in bold. The explanatory note in italics will not appear in the actual Resolution.] THAT the Association’s Articles of Association be and are hereby amended as follows: By the following amendments to the Clauses indicated: 1. In these Articles the words standing in the first column of the table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof if not inconsistent with the subject or context:WORDS MEANINGS Clear Days Has the meaning given in the Companies Act 2006 [Explanation: change made to take advantage of the new Companies Act definition.] CommunicationElectronic FormHas the meaning given in the Electronic Communications Act 2000.section 1168(3) of the Companies Act 2006. ElectronicCommunication Means Has the meaning given in the Electronic Communications Act 2000section 1168(4) of the Companies Act 2006. [Explanation: updating to refer to the electronic communications provisions of the Companies Act 2006 – various changes have been made throughout the Articles to reflect such parts of the legislation.] Fixed Premium Ins