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CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
Company No. 4074919
The Registrar of Companies for England and Wales hereby certifies that
THE POST OFFICE GROUP PLC
having by special resolution changed its name, is now incorporated
under the name of
CONSIGNIA PLC
Given at Companies House, London, the 4th January 2001
I =I GRO.
*C040749193*
For The Registrar Of Companies
COMPANIES HOUSE
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No of Company: 4074919 I
THE COMPANIES ACT 1985 “Cue eS
COMPANY LIMITED BY SHARES
RESOLUTION
- of -
THE POST OFFICE GROUP PLC
(passed on 4" January 2001)
At an Extraordinary General Meeting of the Company held at Exchange House, Primrose
Street, London EC2A 2HS on 4" January 2001 the following resolutions were duly passed by
the Company:-
SPECIAL RESOLUTIONS
(1) THAT the name of the Company be changed to "Consignia plc".
(2) THAT Clause 4 of the Memorandum of Association be replaced with the following:
"4. Objects
The objects for which the Company is established are:-
(A) _ To provide:
(i) postal services and services for or connected with the
distribution or communication of all descriptions of goods,
information and other things;
(ii) banking, money transmission and other financial services;
(iii) _all kinds of services to businesses and other service providers in
connection with the management of customers and clients;
(iv) all services for or connected with the communication of
information, messages and data, and the carrying out of
transactions, over all kinds of physical, electronic and other
media; and
{v) services to or for Her Majesty’s Government, the government
of any other territory, and any national, supranational or local
authority or other governmental, state or public sector body and
services to or for citizens in connection with their relationships
with any of the aforesaid bodies.
(B) To carry on business as a general commercial company and to carry on
any trade or business whatsoever.
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{C) To acquire any estate or interest in and to take options over, construct,
develop or exploit any property, real or personal, and rights of any kind
and the whole or any part of the undertaking, assets and liabilities of
any person and to act as a holding company.
(D) _ To provide services of all descriptions.
(E) To lend money and grant or provide credit and financial
accommodation to any person and to deposit money with any person.
(F) To invest money of the Company in any investments and to hold, sell
or otherwise deal with investments or currencies or other financial
assets.
(G) To enter into any arrangements with any government or authority or
person and to obtain from any government or authority or person any
legislation, orders, rights, privileges, franchises and concessions.
(H) _ To borrow and raise money and accept money on deposit and to secure
or discharge any debt or obligation in any manner and in particular
(without prejudice to the generality) by mortgages of or charges upon
all or any part of the undertaking, property and assets (present and
future) and uncalled capital of the Company or by the creation and
issue of securities.
a9) To enter into any guarantee, contract of indemnity or suretyship and in
particular (without prejudice to the generality) to guarantee, support or
secure, with or without consideration, whether by personal obligation
or by mortgaging or charging all or any part of the undertaking,
property and assets (present and future) and uncalled capital of the
Company or by both such methods or in any other manner, the
performance of any obligations or commitments of, and the repayment
or payment of the principal amounts of and any premiums interest
dividends and other moneys payable on or in respect of any securities
or liabilities of, any person, including (without prejudice to the
generality) any company which is for the time being a subsidiary or a
holding company of the Company or another subsidiary of a holding
company of the Company or otherwise associated with the Company.
(J) To amalgamate or enter into partnership or any profit-sharing
arrangement with, or to co-operate or participate in any way with, or to
take over or assume any obligation of, or to assist or subsidise any
person.
(K) _ To sell, exchange, mortgage, charge, let, grant licences, easements,
options and other rights over, and in any other manner deal with, or
dispose of, all or any part of the undertaking, property and assets
(present and future) of the Company for any or for no consideration
and in particular (without prejudice to the generality) for any securities
or for a share of profit or a royalty or other periodical or deferred
payment.
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(L) To issue and allot securities of the Company for cash or in payment or
part payment for any real or personal property purchased or otherwise
acquired by the Company or any services rendered to the Company or
as security for any obligation or amount (even if less than the nominal
amount of such securities) or for any other purpose, and to give any
remuneration or other compensation or reward for services rendered or
to be rendered in placing or procuring subscriptions of, or otherwise
assisting in the issue of, any securities of the Company or in or about
the formation of the Company or the conduct or course of its business.
(M) To establish or promote, or concur or participate in establishing or
promoting, any company, fund or trust and to subscribe for, underwrite,
purchase or otherwise acquire securities of any company, fund or trust
and to act as director of and as secretary, manager, registrar or transfer
agent for any other company and to act as trustee of any kind.
(N) _ To pay all the costs, charges and expenses preliminary or incidental to
the promotion, formation, establishment and incorporation of the
Company.
(O) To grant or procure the grant of donations, gratuities, pensions,
annuities, allowances or other benefits, including benefits on death, to,
or purchase and maintain any type of insurance for or for the benefit of,
any directors, officers or employees or former directors, officers or
employees of the Company or any company which at any time is or
was a subsidiary or a holding company of the Company or another
subsidiary of a holding company of the Company or otherwise
associated with the Company or of any predecessor in business of any
of them, and to the relations, connections or dependants of any such
persons, and to other persons whose service or services have directly or
indirectly been of benefit to the Company or whom the board of
directors of the Company considers have any moral claim on the
Company or to their relations, connections or dependants, and to
establish or support any funds, trusts, insurances or schemes or any
associations, institutions, clubs or schools, or to do any other thing
likely to benefit any such persons or otherwise to advance the interests
of such persons or the Company or its members, and to subscribe,
guarantee or pay money for any purpose likely, directly or indirectly, to
further the interests of such persons or the Company or its members or
for any national, charitable, benevolent, educational, social, public,
general or useful object.
(P) To cease carrying on or to wind up any business or activity of the
Company, and to cancel any registration of and to wind up or procure
the dissolution of the Company in any state or territory.
(Q) _ To distribute any of the property of the Company among its creditors
and members or any class of either in cash, specie or kind.
(R) — To do all or any of the above things or matters in any part of the world
and either as principals, agents, contractors, trustees or otherwise and
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by or through trustees, agents or otherwise and either alone or in
conjunction with others.
(S) To carry on any other activity and do anything of any nature which in
the opinion of the board of directors of the Company is or may be
capable of being conveniently carried on or done in connection with the
above, or likely directly or indirectly to enhance the value of or render
more profitable all or any part of the Company’s undertaking property
or assets or otherwise to advance the interests of the Company or of its
members.
(T) — To do any other thing which in the opinion of the board of directors of
the Company is or may be incidental or conducive to the attainment of
the above objects or any of them.
(U) In this clause “company”, except where used to denote this Company,
shall include any partnership or other body of persons, whether
incorporated or not incorporated, and whether formed, incorporated,
domiciled or resident in the United Kingdom or elsewhere, “person”
shall include any company as well as any other legal or natural person,
“securities” shall include any fully, partly or nil paid or no par value
share, stock, unit, debenture, debenture or loan stock, deposit receipt,
bill, note, warrant, coupon, right to subscribe or convert, or similar
tight or obligation, “and” and “or” shall mean “and/or’’ where the
context so permits, “other” and “otherwise” shall not be construed
ejusdem generis where a wider construction is possible, and the objects
specified in the different paragraphs of this clause shall not, except
where the context expressly requires, be in any way limited or
restricted by reference to or inference from the terms of any other
paragraph or the name of the Company or the nature of any trade or
business carried on by the Company, or by the fact that at any time the
Company is not carrying on any trade or business but may be carried
out in as full and ample a manner and shall be construed in as wide a
sense as if each of those paragraphs defined the objects of a separate
distinct and independent company.
(3) THAT the regulations contained in the printed document produced to the meeting and
initialed by the Chairman thereof for the purpose of identification be and the same are
hereby approved and adopted as the Articles of Association of the Company (the
“Articles of Association") in substitution for and to the exclusion of the existing
Articles of Association of the Company.
ORDINARY RESOLUTION
(4) THAT the authorised share capital of the Company be increased from £100,000 to
£100,001 by the creation of one special rights redeemable preference share of £1
having the rights set out in the Articles of Association.
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