New Articles of Association (19 March 2009)

At the Annual General Meeting of The Stanley Gibbons Group Limited ("Company") to be held at The Pomme d'Or Hotel, Liberation Square, St Helier, Jersey, Channel Islands on Wednesday 29th April 2009 at 11.30 a.m. a resolution will be proposed as a Special Resolution deleting the current Articles of Association of the Company in their entirety and replacing them by the adoption of new Articles of Association.

The Directors have conducted a review of the Company's current Articles of Association (the "Current Articles of Association"), which were adopted on 16 August 2000, in light of changes to the Companies Law and applicable UK laws and regulations in force since that date.

The Directors have been advised that substantial amendments are recommended to modernise the Current Articles of Association in light of these changes. The amendments recommended by the Company's advisers are extensive, and accordingly the Directors recommend that entirely new, and updated, articles of association be adopted by the Company (the "New Articles of Association") in replacement for the Current Articles of Association. The principal changes to the Current Articles of Association are, amongst others, as follows:

1. the inclusion of new provisions so that the Company can comply with its obligations under the AIM Rules (Rule 17) and the Listing Rules and the Disclosure and Transparency Rules (DTR) (Chapter 5) which, amongst other things, require the disclosure of significant shareholdings.
2. the inclusion of provisions to allow for the appointment of approved
   depositories so that the Company may hold shares in treasury or
   other similar arrangements;
3. to allow for notices and documents to be posted by the Company on
   a website, including without limitation accounts documentation;
4. to allow for the postponement of a general meeting of the Company
   at the discretion of the board of Directors;
5. to include provisions for the service of notices for postponed
   general meetings of the Company;
6. to recite Article 95 of the Companies Law in the New Articles of
   Association, which allows the shareholders to pass resolutions in
   writing;
7. to include specific provisions for the method of service of notices
   and documents on shareholders, with the ability to serve notices
   and documents on a website, and to include a provision for deemed
   service by website;
8. the Company is subject to the Takeover Code, so requisite express
   provisions are to be included in the New Articles of Association;

A copy of the Company’s Current Articles of Association and the proposed New Articles of Association can be downloaded from this website by clicking here  or inspected at the Company’s registered office at Pirouet House, Union Street, St Helier, Jersey JE2 3FF.

Download the proposed New Articles of Association here.

19 March 2009