Imperial Chemical Industries (ICI)

ICI Articles of Association

Adoption of new Articles of Association
The proposed new Articles of Association have been prepared to take account of developments in the law and practice applicable to the Company since the existing Articles were adopted in 1995. The main changes are as follows:

Uncertificated Shares: the Uncertificated Securities Regulations 2001 made various changes to the rules governing the CREST uncertificated securities system. The Articles have been changed to facilitate more clearly the use of the CREST system. There are a number of consequential amendments which recognise that shares can be held in either certificated or uncertificated form.

Electronic communications: following changes to Company Law, certain electronic communications with Shareholders have become legally possible. Provisions have been included in the new Articles to facilitate electronic communications including notices of meetings to Shareholders, voting and the appointment of proxies.

Meetings: the new Articles provide that the Company may arrange for Shareholders to attend, speak and vote at a general meeting of the Company by simultaneous attendance at a satellite meeting anywhere in the world. They also provide that the Company may arrange for Shareholders who are entitled to attend a general meeting to be able to view and hear the proceedings and to speak, but not vote, by attending a venue other than a satellite meeting place.

Safety and security: in the interests of Shareholder safety and security, provisions are contained in the new Articles allowing the Directors to control the level of attendance at general meetings and to change the meeting place or to postpone or adjourn the meeting if it becomes impracticable or unreasonable for it be held. The Chairman will be able to impose such security restrictions as he considers appropriate and to refuse entry to anyone who does not comply.

Non-Executive Directors’ Remuneration: the current Articles have a cap of £250,000 per annum for the aggregate remuneration of all the Non-Executive Directors. This has been in place since 1995 and the new Articles provide for an aggregate cap of £500,000 per annum.

Indemnification of Directors: the indemnity to Directors/officers of the Company has been amended to reflect recent changes in the legislation on directors’ indemnification. The indemnity will no longer benefit the Company’s external auditors.