Soraya has now received a proposal from a company, Retail Investa PLC ("Retail"), for the acquisition of her shareholding in NFS. Retail is an unquoted public limited company owned by members of two families, the Armfield family and the Bajaj family. Details of Retail are set out in Document A and extracts from its articles of association are set out in Document B.

The Proposals involves the following elements.

-Retail will borrow 1 million from Bigbank PLC. This will be secured over the assets of Retail.

-Retail will acquire the entire issued share capital of NFS for a total consideration of 2 million. The consideration will be paid to Soraya as to 500,000 in cash, and as to the balance, by the allotment and issue to Soraya of 100,000 "C" ordinary shares of 1 each in Retail.

-The new "C" ordinary shares will carry the same financial rights as the existing "A" and "B" ordinary shares of 1 each in Retail, but will not have the range of class rights which the "A" ordinary shares have. They will, however, have some class rights, modelled on the existing special article 9 (unlike the "B" ordinary shares which have no special rights at all). The proposals put forward will include the adoption of new articles which will improve the class rights of the "A" ordinary shares by, inter alia, reducing the threshold at which consent of the holders of those shares is required for borrowing to 1.5 million from the existing level of 2 million.

a)Set out a list of the decisions or resolutions of directors and of members of Retail which will be required to implement the proposals, with an explanation in each case of why they are required.

b)(b) Set out a list of the documents required to be filed at Companies House and/or kept by Retail, and any entries in any registers of Retail, in order to implement the proposals or as a result of their implementation.