2. HISTORY AND DEVELOPMENT

Signet was incorporated in England and Wales on 27 January 1950 under the name Ratners (Jewellers) Limited. The name was changed on 10 December 1981 to Ratners (Jewellers) Public Limited Company, on 9 February 1987 to Ratners Group plc and on 10 September 1993 to Signet Group plc. On 10 July 2008 Signet announced it would move the domicile of the Group to Bermuda. This will involve an acquisition, via a scheme of arrangement, of Signet by the Company, a new Bermuda based holding company. The Scheme is due to become effective (subject to certain conditions as set out in Section 4.2 of Part III) on 11 September 2008.

The Company is governed by the Bermuda Companies Act. The Bye-laws, which are to be adopted, with effect immediately following the Scheme becoming effective, are available on the Website. The Company's registered number is 42069. The Company's registered office is Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

Significant events that have occurred in the last five years are detailed below:

1 September 2003 Dale Hilpert was appointed to the Signet Board as a non-executive director.
8 January 2004 Lee Abraham retired from the Signet Board as a non-executive director.
28 September 2004 The Group entered into a $390 million unsecured multi-currency five year revolving credit facility agreement. This replaced the $410 million facility that was due to expire in August 2006. The terms of this agreement were broadly similar to those of the facility being replaced.
8 October 2004 The Group announced a change in its American Depositary Share ratio from 30:1 to 10:1 to become effective from 18 October 2004.
18 October 2004 The Group announced its intention to list the Signet ADSs on the NYSE from 16 November 2004, under the ticker symbol SIG. It was confirmed that the Signet ADS ratio change had become effective on 18 October and that Deutsche Bank Trust Company Americas had recently been appointed as the depositary bank for the Signet ADSs.
1 November 2004 Robert Walker was appointed to the Signet Board as a non-executive director.
6 April 2005 James McAdam announced his intention to retire from the Signet Board no later than at the conclusion of the annual general meeting on 9 June 2006. Robert Anderson was appointed to the Signet Board.
7 September 2005 H. Samuel launched online shopping at its website www.hsamuel.co.uk.
28 November 2005 Sir Malcolm Williamson was appointed to the Signet Board as a non-executive director.
12 January 2006 Mark Light was appointed Chief Executive of the Group's US Division and to the Signet Board.
30 March 2006 Signet entered into a $380 million US private placement note term series purchase agreement, funding date 23 May 2006, to refinance the maturing securitisation programme and for general corporate purposes.
5 April 2006 The Group announced the appointment of Sir Malcolm Williamson as Chairman of the Signet Board with effect from the annual general meeting on 9 June 2006 subject to his election as a director at that annual general meeting.
9 June 2006 James McAdam retired from the Signet Board and Sir Malcolm Williamson was appointed as Chairman of the Signet Board.
17 July 2006 The Group announced that it was commencing a buyback of up to £50 million of its ordinary shares. The shares would either be cancelled or held in treasury.
5 September 2006 Kay launched online shopping at its website www.kay.com.
14 September 2006 Ernest Jones launched online shopping at its website www.ernestjones.co.uk.
5 February 2007 The Group redenominated its share capital into US dollars.The nominal value of an ordinary share changed from 0.5 pence to 0.9 cents per share.
26 October 2007 The Group entered into a 364 day $200 million asset backed variable funding note conduit securitisation facility for general corporate purposes.
9 January 2008 Lesley Knox was appointed to the Signet Board as a non-executive director.
25 June 2008 The Company was incorporated under the laws of Bermuda.
26 June 2008 The Group entered into a $520 million unsecured multi-currency five year revolving credit facility agreement. This replaced the $390 million facility entered into in September 2004.
1 July 2008 Terry Burman was appointed to the Board.
8 July 2008 Sir Malcolm Williamson was appointed to the Board as non-executive chairman, Walker Boyd and Mark Light were appointed to the Board and Robert Blanchard, Dale Hilpert and Russell Walls were appointed to the Board as non-executive directors.
10 July 2008 Announcement of a proposed scheme of arrangement to move the primary listing to the NYSE and move the domicile of the parent company of the Group to Bermuda.
19 August 2008 Court Meeting and General Meeting approved the scheme of arrangement.
11 September 2008 Expected effective date of the Scheme with the Company becoming the new parent company of the Group and the primary listing moving to the NYSE.