Articles of Assoc Amends

Schroders PLC
20 March 2007


20 March 2007

                                 Schroders plc

                 Proposed amendments to Articles of Association

Note:  Sections of text that have been deleted are indicated by (DEL:text:DEL)

Schroders plc (the 'Company') announces, pursuant to Disclosure and Transparency
Rule 6.1.2, that amendments to Articles 13, 54, 84, 89, 99, 103, 104 and 146 of
its Articles of Association, together with consequential re-numbering and
cross-referencing amendments, are proposed for consideration by shareholders at
its Annual General Meeting to be held on Tuesday 24 April 2007.  The text of
each of those Articles, highlighting the proposed amendments, is set out in the
attached schedule.

The Company's Articles of Association were adopted in 2000 and last amended in
April 2004.  Since then the coming into force of the Companies (Audit,
Investigations and Enterprise) Act 2004 has made certain amendments to the
Companies Act 1985 to clarify the circumstances in which a company may indemnify
its directors against liabilities incurred by them and to permit a company to
fund a director's expenditure on the defence of legal proceedings in certain
circumstances.  Amendments to Articles 99 and 146 of the Company's Articles of
Association are being proposed so as expressly to provide, respectively, for the
funding by the Company of a director's defence proceedings and for the
indemnification by the Company of any director or any director of any company
associated with the Company (being, in practice, any UK subsidiary of the
Company), in each case to the extent permitted by company law.

If approved by shareholders, the amendment to Article 99 will give the Company
express permission to fund a director's expenditure in defending any criminal or
civil proceedings and to do anything to enable a director to avoid incurring
such expenditure, as provided by company law.  It will also give the Company
specific permission to fund a director's expenditure in defending himself in
regulatory investigations or actions, as provided by company law.  The Companies
Act 2006 makes specific provision for the funding of directors' expenditure on
the defence of regulatory investigations and actions, although the relevant
section of that Act has not yet been brought into force.

The proposed amendment to Article 146 will have the effect of simplifying the
provision in the Company's Articles of Association for the indemnification of
directors.  The existing Article 146 (Indemnity of Officers) provides for
automatic indemnification by the Company of its directors and other officers
(other than its auditors) in certain limited circumstances, as well as
permitting the Company to indemnify such officeholders more broadly to the
extent permitted by company law.  The automatic indemnification provision will
be removed if the proposed amendment to that Article takes effect.  The proposed
amendment to Article 146 will also remove the existing provision in the
Company's Articles of Association for the indemnification of officers other than
directors and auditors, on the basis that, following the coming into force of
the Companies (Audit, Investigations and Enterprise) Act 2004, there are now no
specific company law restrictions on the indemnification of such officers.  If
the amendment to Article 146 is approved by shareholders, it is proposed that
the Company grants specific deeds of indemnity to each of its directors and its
company secretary in place of the automatic indemnity, as more particularly
described in the Directors' report contained in the Company's Annual Report &
Accounts 2006.

In addition, it is proposed to delete Articles 84 and 89 in their entirety.
Section 293 of the Companies Act 1985, which provides for an age limit of 70 for
directors, is to be repealed as from 6 April 2007.  Article 84 excludes the
operation of that section and, to the extent it does, is therefore superfluous.
Article 84 also provides for the board, when convening a general meeting at
which a director will be proposed for appointment or reappointment who at the
date for which the meeting is convened will be 70 or over, to give notice of the
director's age in the notice convening the meeting or in any document
accompanying the notice.  In light of the forthcoming repeal of section 293, the
directors consider this provision to be unnecessary.  Article 89 provides for a
director to retire if he or she has reached the age of 70 or over at the date of
an annual general meeting.  In light of the Employment Equality (Age)
Regulations 2006, the board considers it inappropriate to retain this provision.

It should be noted that, in accordance with the provisions of the Combined Code,
non-executive directors who have served at least nine years on the board, are
subject to annual re-election.

Minor amendments are also proposed to Articles 13, 54, 103 and 104 to take
account of developments in market practice or which are of a technical or
drafting nature.  Certain consequential re-numbering and cross-referencing
amendments are also proposed.


                                    SCHEDULE

13.       Suspension of Rights Where Non-Disclosure of Interest

(A)                Where the holder of any shares in the company, or any other
person appearing to be interested in those shares, fails to comply within the
relevant period with any statutory notice in respect of those shares or, in
purported compliance with such a notice, has made a statement which is false or
inadequate in a material particular, the company may give the holder of those
shares a further notice (a 'restriction notice') to the effect that from the
service of the restriction notice those shares will be subject to some or all of
the relevant restrictions, and from service of the restriction notice those
shares shall, notwithstanding any other provision of these articles, be subject
to those relevant restrictions accordingly.  For the purpose of enforcing the
relevant restriction referred to in sub-paragraph (iii) of the definition of '
relevant restrictions', the board may give notice to the relevant member
requiring the member to change the relevant shares held in uncertificated form
to certificated form by the time stated in the notice.  The notice may also
state that the member may not change any of the relevant shares held in
certificated form to uncertificated form.  If the member does not comply with
the notice, the board may authorise any person to instruct the Operator to
change the relevant shares held in uncertificated form to certificated form.

(B)                If after the service of a restriction notice in respect of
any shares the board is satisfied that all information required by any statutory
notice relating to those shares or any of them from their holder or any other
person appearing to be interested in the shares the subject of the restriction
notice has been supplied, the company shall, within 7 days, cancel the
restriction notice.  The company may at any time at its discretion cancel any
restriction notice or exclude any shares from it.  The company shall cancel a
restriction notice within 7 days after receipt of a notice in writing that the
relevant shares have been transferred pursuant to an arm's length sale.

(C)                Where any restriction notice is cancelled or ceases to have
effect in relation to any shares, any moneys relating to those shares which were
withheld by reason of that notice shall be paid without interest to the person
who would but for the notice have been entitled to them or as he may direct.

(D)                Any new shares in the company issued in right of any shares
subject to a restriction notice shall also be subject to the restriction notice,
and the board may make any right to an allotment of the new shares subject to
restrictions corresponding to those which will apply to those shares by reason
of the restriction notice when such shares are issued.

(E)                Any holder of shares on whom a restriction notice has been
served may at any time request the company to give in writing the reason why the
restriction notice has been served, or why it remains uncancelled, and within 14
days of receipt of such a notice the company shall give that information
accordingly.

(F)                If a statutory notice is given by the company to a person
appearing to be interested in any share, a copy shall at the same time be given
to the holder, but the failure or omission to do so or the non-receipt of the
copy by the holder shall not invalidate such notice.

(G)               This article is in addition to, and shall not in any way
prejudice or affect, the statutory rights of the company arising from any
failure by any person to give any information required by a statutory notice
within the time specified in it.  For the purpose of this article a statutory
notice need not specify the relevant period, and may require any information to
be given before the expiry of the relevant period.

(H)                In this article:
            a sale is an 'arm's length sale' if the board is satisfied that it
is a bona fide sale of the whole of the beneficial ownership of the shares to a
party unconnected with the holder or with any person appearing to be interested
in such shares and shall include a sale made by way of or in pursuance of
acceptance of a takeover offer and a sale made through  a recognised investment
exchange or any other stock exchange outside the United Kingdom.  For this
purpose an associate (within the definition of that expression in any statute
relating to insolvency in force at the date of adoption of this article) shall
be included amongst the persons who are connected with the holder or any person
appearing to be interested in such shares;

'person appearing to be interested' in any shares shall mean any person named in
a response to a statutory notice or otherwise notified to the company by a
member as being so interested or shown in any register kept by the company under
the Companies Acts as so interested or, taking into account a response or
failure to respond in the light of the response to any other statutory notice
and any other relevant information in the possession of the company, any person
whom the company knows or has reasonable cause to believe is or may be so
interested;

'person with a 0.25 per cent. interest' means a person who holds, or is shown in
any register kept by the company under the Companies Acts as having an interest
in, shares in the company which comprise in total at least 0.25 per cent. in
number or nominal value of the shares of the company (calculated exclusive of
any shares held as treasury shares), or of any class of such shares (calculated
exclusive of any shares of that class held as treasury shares), in issue at the
date of service of the statutory notice or the restriction notice (as the case
may be);

'relevant period' means a period of 14 days following service of a statutory
notice;

'relevant restrictions' mean in the case of a restriction notice served on a
person with a 0.25 per cent. interest that:-

(i)         the shares shall not confer on the holder any right to attend or
vote either personally or by proxy at any general meeting of the company or at
any separate general meeting of the holders of any class of shares in the
company or to exercise any other right conferred by membership in relation to
general meetings;

(ii)        the board may withhold payment of all or any part of any dividends
or other moneys payable in respect of the shares and the holder shall not be
entitled to receive shares in lieu of dividend;

(iii)        the board may (subject to the requirements of the Uncertificated
Securities Regulations) decline to register a transfer of the shares or any of
them unless such a transfer is pursuant to an arm's length sale

and in any other case mean only the restriction specified in sub-paragraph (i)
of this definition; and

'statutory notice' means a notice served by the company under the Companies Acts
requiring particulars of interests in shares or of the identity of persons
interested in shares.

54.       Omission or Non-Receipt of Notice

(A)                The accidental omission to give any notice of a meeting or
the accidental omission to send any document relating to any meeting to, or the
non-receipt of any such notice or document by, any person entitled to receive
the notice or document shall not invalidate the proceedings at that meeting.

(B)               Save as provided by the Companies Acts, the company shall not
be required to send notice of any meeting, or any document relating thereto, to
any member otherwise entitled to receive such a notice or document if at least
two consecutive notices of meetings (DEL:addressed to the member and sent
through the post to his registered address :DEL)sent to the member in accordance
with the provisions of these articles have been returned undelivered.  Subject
to the provisions of these articles, the company may recommence sending notices
of meetings and documents relating thereto to the relevant member if the member
(DEL:requests such recommencement in writing:DEL)communicates with the company
and supplies to the company (or its agent) a new registered address, or a postal
address within the United Kingdom for the service of notices, or informs the
company, in such manner as may be specified by the company, of an address for
the service of notices by electronic communications.  For these purposes, a
notice sent by post shall be treated as returned undelivered if the notice is
sent back to the company (or its agents), and a notice sent by electronic
communications shall be treated as returned undelivered if the company (or its
agents) receives notification that the notice was not delivered to the address
to which it was sent.

(C)               A member present at a meeting in person or by proxy shall be
deemed to have received proper notice of that meeting and, where applicable, of
the purpose of that meeting.

(DEL:84.       Age of Directors:DEL)

(DEL:No person shall be disqualified from being appointed a director, and no
director shall be required to vacate that office, by reason only of the fact
that he has attained the age of 70 years or any other age. It shall not be
necessary by reason of a person's age to give special notice under the Companies
Acts of any resolution in connection with his appointment or election.  However,
any director who is of the age of 70 or more shall retire in accordance with
these articles.  Where the board convenes any general meeting of the company at
which (to the knowledge of the board) a director will be proposed for
appointment or reappointment who at the date for which the meeting is convened
will have attained the age of 70 years or more, the board shall give notice of
his age in years in the notice convening the meeting or in any document
accompanying the notice, but the accidental omission to do so shall not
invalidate any proceedings, or any appointment or reappointment of that
director, at that meeting.:DEL)

(DEL:89.       Retirement on Account of Age:DEL)

(DEL:A director who would not otherwise be required to retire under these
articles shall retire if he is 70 or over at the date of the annual general
meeting.:DEL)

99.       Expenses

Each director may be paid his reasonable travelling, hotel and incidental
expenses of attending and returning from meetings of the board or committees of
the board or general meetings of the company or any other meeting which as a
director he is entitled to attend and shall be paid all other costs and expenses
properly and reasonably incurred by him in the conduct of the company's business
or in the discharge of his duties as a director.  The company may also fund a
director's expenditure in defending any criminal or civil proceedings, in
defending himself in an investigation by a regulatory authority or against
action proposed to be taken by a regulatory authority or in connection with any
application under the Companies Acts and may do anything to enable a director to
avoid incurring such expenditure, all as permitted by the Companies Acts.

103.      Borrowing Powers

The board may exercise all the powers of the company to borrow money and to
mortgage or charge all or any part of the undertaking, property and assets
(present and future) and uncalled capital of the company and to issue debentures
and other securities, whether outright or as collateral security for any debt,
liability or obligation of the company or of any third party.

(DEL:The board may establish local boards or agencies for managing any of the
affairs of the Company, either in the United Kingdom or elsewhere, and appoint
any persons to be members of such local boards, or any managers or agents, and
may fix their remuneration.  The board may delegate to any local board, manager
or agent any of the powers, authorities and discretions vested in or exercisable
by the board, with power to sub-delegate, and may authorise the members of any
local board or any of them to fill any vacancies therein and to act
notwithstanding vacancies.  Any such appointment or delegation may be made upon
such terms and subject to such conditions as the board may think fit and the
board may remove any person appointed as aforesaid, and may annul or vary such
delegation, but no person dealing in good faith and without notice of any such
annulment or variation shall be affected thereby.:DEL)

104.      Agents

(A)                The board may, by power of attorney or otherwise, appoint any
person or body of persons whether nominated directly or indirectly by the board
to be the agent of the company upon such terms (including terms as to
remuneration) as it may decide and may delegate to any person so appointed any
of its powers, authorities and discretions (with power to sub-delegate).  The
board may remove any person appointed under this article and may revoke or vary
the delegation but no person dealing in good faith and without notice of the
revocation or variation shall be affected by it.  The power to delegate
contained in this article shall be effective in relation to the powers,
authorities and discretions of the board generally and shall not be limited by
the fact that in certain articles, but not in others, express reference is made
to particular powers, authorities or discretions being exercised by the board or
by a committee authorised by the board.

(B)                The board may establish local boards or agencies for managing
any of the affairs of the company, either in the United Kingdom or elsewhere,
and appoint any persons to be members of such local boards, or any managers or
agents, and may fix their remuneration.  The board may delegate to any local
board, manager or agent any of the powers, authorities and discretions vested in
or exercisable by the board, with power to sub-delegate, and may authorise the
members of any local board or any of them to fill any vacancies therein and to
act notwithstanding vacancies.  Any such appointment or delegation may be made
upon such terms and subject to such conditions as the board may think fit and
the board may remove any person appointed as aforesaid, and may annul or vary
such delegation, but no person dealing in good faith and without notice of any
such annulment or variation shall be affected thereby.

146.      Indemnity of (DEL:Officers:DEL)Directors

(DEL:Subject to the provisions of the Companies Acts, the company may indemnify
any director or other officer against any liability and may purchase and
maintain for any director or other officer insurance against any liability.
Subject to those provisions, but without prejudice to any indemnity to which the
person concerned may otherwise be entitled, every director or other officer of
the company shall be indemnified out of the assets of the company against any
liability incurred by him as a director or other officer of the company, in
defending any proceedings (whether civil or criminal) in which judgment is given
in his favour or he is acquitted or in connection with any application under the
Companies Acts in which relief is granted to him by the court.:DEL)

(DEL:For the purposes of this article no person appointed or employed by the
company as an auditor is an officer of the company. :DEL)Subject to the
provisions of the Companies Acts, the company may indemnify any director of the
company or of any associated company against any liability and may purchase and
maintain for any director of the company or of any associated company insurance
against any liability.


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