NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of the Company will be held at 11am on Saturday 3 November 2012 at 64 Wimpole Street London W1G 8YS to consider, and, if thought fit, to pass the following resolution, which will be proposed as a special resolution:

SPECIAL RESOLUTION

THAT the following proposed amendments to the Articles of Association be adopted with immediate effect.

  1. 1

    That in Article 3, insert the words 'The two classes of....' before the words 'Membership of the Association shall be...' at the beginning of the paragraph

  2. 2

    That in Article 3 (A), following the words 'that is to say...' and before the words '...membership which is not...', insert the words' any tier of', and after the words '...which is not...' insert the word 'a', and following the words '...special membership' insert the word 'category'

  3. 3

    That in Article 3, in the penultimate line of the final paragraph, following the words '...as are set forth in these Articles...' and before the words '...and are applicable to the category...', insert the words '...or resolved by the Principal Executive Committee in accordance with these Articles.'

  4. 4

    That in Article 7 (B), following the words '...and if the case may be on transfer from one category.....' and before the words '...of membership to another...' insert the words '...or tier..'

  5. 5

    That in Article 8 (B), following the words '...from time to time be determined by...' and before the words'...or in accordance with the By- laws' insert the words '...the Principal Executive Committee..'

  6. 6

    That in Article 12 (D), delete all the remaining words in the paragraph after the words'...prior payment of the due subscription as a Student Member...' and insert the following words in their place '...and/or submission of the relevant application form and the payments due as an Ordinary member they will be admitted as an Ordinary Member'

  7. 7

    That in Article 13 (A), add the following words to the end of the paragraph '...for the relevant classes, categories and/or tiers of membership, and/or benefits or concessions, as referred to in Article 13 (B)'

  8. 8

    That in Article 13 (B), following the words '...may fix different rates of subscriptions for...' and before the words 'Ordinary Member', insert the words 'tiers of', and delete the words '...and may also for different classes of members of the same category of membership...', and following the words '...payable by them..' and before the words '...as may be seen fit...' insert the words '...and concessions or additional benefits payable to them...'

  9. 9

    Insert a new Article 13 (C) with the following words 'tiers and categories of membership will be regularly reviewed and the Principal Executive Committee may approve amendments thereto and the same may be implemented with six weeks notice', and re label the existing Article 13 (C) as Article 13 (D)

  10. 10

    That in Article 14 (A), following the words 'Subscriptions shall be paid when due...' and before the words '...in such manner...' insert the words '...at such intervals and..'

  11. 11

    That in Article 14 (B) delete the word 'paid' in the first line and replace it with the word 'due', and following the words '...after his admittance to membership...' insert the following words'... or his admittance to a different tier or category of membership (as the case may be).' and delete the words '...and shall cover the residue of the year then current.' and in the second sentence of the paragraph delete the words '..the residue of..' and, following the words, '...that year shall be...' and before the words '...such...'...' insert the words '...for the full year or...' and following the word 'such' insert the word 'lesser' and at the end of the paragraph insert the words '...and thereafter subscriptions shall be payable at such intervals as the Principal Executive Committee may from time to time determine.'

  12. 12

    That in Article 15 (A), following the words '...and Student Members' at the end of the words in brackets on the second line of the paragraph insert the words '...or other restrictions imposed pursuant to these Articles' and following the words 'confer all the...' and before the word 'privileges' insert the word 'ordinary' and following the words '...membership of the Association...' and before the words '...and the right to receive...', insert the words '...made available by the Association to ordinary members in relation to trade union membership and other wise as voting members of the Association' and following the words '...issued to members...' and before the words '...during the...' insert the words '...as a whole...' and following the words '... period commencing...' delete the word 'with' and insert the words '...no later than...'

  13. 13

    That in Article 15 (B) following the words 'except voluntary subscriptions and except...' in the penultimate line of the paragraph, delete the '...as provided in the By-Laws' and insert '...implemented pursuant to Article 13

  14. 14

    That in Article 15 (C) add the following words at the end of the paragraph '...or entitlement to publications issued to members as a whole...'

  15. 15

    That in Article 72 (C) delete 'No Member shall be entitled to vote by proxy' and insert 'Voting in elections and ballots shall be conducted in accordance with trade union legislation in force from time to time. Voting on a referendum in accordance with Article 75 shall be conducted in accordance with that Article and voting on all other matters arising at a general meeting shall be decided in accordance with these Articles'

Dated 22 September 2012

BY ORDER OF THE

PRINCIPAL EXECUTIVE COMMITTEE

Registered Office: 64 Wimpole Street London, W1G 8YS

NOTE: A Member entitled to attend, speak and vote at the Meeting is entitled to appoint a proxy who need not be a Member to attend and excersise all or any of his rights at the meeting.

The proposed changes to the Articles of Association are set out on the BDA's website at www.bda.org/dentists/representation/governance.