Synopsis of Proposed New Articles of Association for London Asia Capital plc

18th December 2009

The Company’s current articles of association (the “Existing Articles”) were adopted in 1999. Since then, developments in the law, including the coming into force of the Companies Act 2006 (the “2006 Act”), together
with changes in the practice of running companies and the technology now available, now make it desirable to adopt new articles of association (the “New Articles”).

Copies of the Existing Articles and the New Articles are available for inspection during normal business hours at the registered office of the Company until the date of the Annual General Meeting or upon request of the company secretary. Copies will also be available at the Annual General Meeting from 10.30 hrs until its conclusion.

The changes which your board considers to be the main changes are summarised below.

1. Provisions relating to electronic communications
The 2006 Act contains new provisions relating to electronic communications between companies and their shareholders. The key change enables companies to use electronic communications with shareholders as the default position by placing documents on a website unless shareholders specifically elect to receive hard copies. Shareholders may elect for all or any communications to be sent to them via email rather than receiving documents in hard copy form and shareholders may communicate with the Company by electronic means where the Company has given an electronic address in a notice calling a meeting or in an instrument of proxy.

The Company needs to amend its articles to be able to use these provisions in the future, and accordingly provisions are included in the New Articles dealing with notice of general meetings, electronic proxies, sending of notices, documents and information and those provisions about notices and deemed delivery. The Company has no immediate plans to implement these procedures of communication and they will therefore not for the foreseeable future be used.

2. Shareholder meetings
The New Articles also contain provisions:
• providing that the Company may hold a general meeting in more than one place;
• changing the quorum requirement from three shareholders as in the Existing Articles to two shareholders;
and
• providing for 7 days’ notice where a meeting is adjourned for more than 30 days.

3. Proxies
The 2006 Act now provides that shareholders can appoint multiple proxies (provided that each proxy is appointed to exercise the rights attached to a different share held by the shareholder) and that these proxies can speak at general meetings. The 2006 Act also provides that proxies shall have the same voting rights on a show of hands as shareholders. The New Articles contain provisions which correspond with these changes in the law.

4. Other changes
The New Articles include provisions giving the Company the ability to destroy certain old documents after certain specified periods of time.