<PAGE>
No. 109849
[GRAPHIC OMITTED]
CERTIFICATE OF INCORPORATION
----------
I HEREBY CERTIFY, that "S. & W. Berisford (1910) Limited" is this day
Incorporated under the Companies (Consolidation) Act 1908, and that the Company
is Limited.
Given under my hand at London this Twenty-sixth day of May One thousand
nine hundred and ten.
GEO. J. SARGENT,
ASSISTANT REGISTRAR OF JOINT STOCK COMPANIES
Fees and Deed Stamps (pound)33 10s. 0d.
Stamp Duty on Capital (pound)375 0s. 0d.
<PAGE>
No. 109849
Certificate of Change of Name
I HEREBY CERTIFY, That
S. & W. Berisford (1910) Limited
having, with the sanction of a Special Resolution of the said Company, and with
the approval of the Board of Trade, changed its name, is now called
S. & W. BERISFORD LIMITED
and I have entered such new name on the Register accordingly.
Given under my hand at London, this Twenty-first day of December One thousand
nine hundred and twelve.
H. BIRTLES,
Assistant Registrar of Joint Stock Companies.
<PAGE>
No. 109849
[GRAPHIC OMITTED]
CERTIFICATE OF INCORPORATION
ON RE-REGISTRATION AS A PUBLIC COMPANY
----------
I hereby certify that
S. & W. Berisford Public Limited Company
has this day been re-registered under the Companies Acts 1948 to 1980 as a
public company, and that the company is limited.
Dated at Cardiff the 25th February 1982.
B. HAYWARD,
ASSISTANT REGISTRAR OF COMPANIES.
<PAGE>
No. 109849
Certificate of Incorporation
on Change of Name
I hereby certify that S. & W. Berisford Public Limited Company having by special
resolution changed its name, is now incorporated under the name of Berisford
International plc.
Given under my hand at the Companies Registration Office, Cardiff the 13
February 1989.
MRS. C.R. WILLIAMS
An authorised officer
<PAGE>
[GRAPHIC OMITTED]
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
Company No. 109849
The Registrar of Companies for England and Wales hereby certifies that
BERISFORD INTERNATIONAL PLC
having by special resolution changed its name, is now incorporated
under the name of
Berisford plc
Given at Companies House, Cardiff, the 1st March 1995
/s/ MRS. L. PARRY
MRS. L. PARRY
For the Registrar of Companies
[LOGO]
C O M P A N I E S H O U S E
<PAGE>
[Graphic omitted]
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
Company No. 109849
The Registrar of Companies for England and Wales hereby certifies that
Berisford plc
having by special resolution changed its name, is now incorporated
under the name of
Enodis plc
Given at Companies House, London, the 26th June 2000
/s/ K. Davis
For the Registrar of Companies
[Logo]
COMPANIES HOUSE
<PAGE>
No. 109849
THE COMPANIES (CONSOLIDATION) ACT 1908
and
THE COMPANIES ACT 1985
----------
COMPANY LIMITED BY SHARES
----------
MEMORANDUM OF ASSOCIATION
OF
ENODIS PLC
(AS AMENDED BY SPECIAL RESOLUTIONS PASSED 17TH FEBRUARY, 1972, 7TH
FEBRUARY, 1989, 17TH JANUARY, 1995 AND 22 JUNE, 2000 AND BY A RESOLUTION OF
THE DIRECTORS PASSED ON 8TH FEBRUARY, 1982)
----------
*1. The name of the Company is "Enodis plc".
**2. The Company is to be a public company.
3. The registered office of the Company will be situate in
England.
***4. The objects for which the Company is established are:-
(a) To acquire and take over as a going concern the
undertaking and all or any of the assets and
liabilities of S & W Berisford Limited incorporated
in 1904, and with a view thereto to enter into the
Agreement referred to in the Company's Articles of
Association and to carry the same into effect with or
without modification.
(b) To carry on the business of an investment company and
for that purpose and without prejudice to the
generality of the foregoing:-
(i) to acquire and hold either in the name of
the Company or in that of any nominee or
trustee, shares, stock, debentures,
debenture stock, bonds, notes, obligations
and securities issued or guaranteed by any
company wherever incorporated or carrying on
business and debentures, debenture stock,
bonds, notes, obligations and securities
issued or guaranteed by any government,
sovereign ruler, commissioners, public body
or authority, supreme, dependent, municipal,
local or otherwise in any part of the world;
(ii) to acquire any such shares, stock,
debentures, debenture stock,
----------
*The Company was incorporated under the name "S. & W. Berisford (1910)
Limited" which name was by Special Resolution of the Company passed on 7th
November, 1912 and confirmed on 28th November, 1912, changed to "S. & W.
Berisford Limited". By a Resolution of the Directors passed on 8th February,
1982 by virtue of Section 8(3) (a) Companies Act 1980, the name of the Company
was changed to "S. & W. Berisford Public Limited Company". By a Special
Resolution of the Company passed on 7th February, 1989 the name of the Company
was changed to "Berisford International plc". By a Special Resolution of
the Company passed on 17th January, 1995 the name of the Company was changed
to "Berisford plc". By a Special Resolution of the Company passed on 22nd June,
2000 the name of the Company was changed to Enodis plc.
**This clause was inserted pursuant to a Resolution of the Directors passed
on 8th February, 1982.
***The objects of the Company were amended by a Special Resolution passed on
17th January, 1995.
<PAGE>
II
bonds, notes, obligations or securities by
original subscription, contract, tender,
purchase, exchange, underwriting,
participation in syndicates or otherwise,
and whether or not fully paid up, and to
subscribe for the same subject to such terms
and conditions (if any) as may be thought
fit and to guarantee the subscription
thereof;
(iii) to exercise and enforce all rights and
powers conferred by or incidental to the
ownership of any such shares, stock,
obligations or other securities including
without prejudice to the generality of the
foregoing all such powers of veto or control
as may be conferred by virtue of the holding
by the Company of some special proportion of
the issued or nominal amount thereof;
(iv) to control, manage, finance, subsidise,
coordinate or otherwise assist any company
or companies in which the Company has a
direct or indirect interest, to provide
secretarial, administrative, technical,
commercial, supervisory, financial and
accounting and other services and facilities
of all kinds for any such company or
companies and to make payments by way of
subvention or otherwise and any other
arrangements which may seem desirable with
respect to any business or operations of or
generally with respect to any such company
or companies; and
(v) to sell or otherwise dispose of any of the
property or investments of the Company; or
any other trade or business whatsoever which
can in the opinion of the Directors be
advantageously carried on by the Company in
connection with or as ancillary to any of
the businesses of the Company.
(c) To carry on business as providers of management
services of all kinds and to act as advisers on
matters relating to the financing, administration and
organisation of trades and businesses and to act as
agents or managers in carrying on any trade or
business, concern or undertaking and to provide or
procure the provision by others of every and any
service, need, want or requirement of any trade or
business nature required by any person, firm or
company in, or in connection with, any trade or
business carried on by them and to acquire or
subscribe for, upon such terms and conditions and
whether in whole or in part for cash, fully or partly
paid up shares, stock, debentures, debenture or loan
stock or other securities of and in the Company and
otherwise generally as the Board of Directors shall
think fit, all or any part of the stock, shares,
debentures, debenture or loan stock or other
securities of, and the whole or any interest in the
undertaking, assets and businesses of, any company,
firm or person, whether having objects similar to
those of the Company or not and to hold stock,
shares, debentures, debenture and loan stock and
other securities of, or interest in, any company as
aforesaid and, with or without security, to lend
money to, and to guarantee the performance of the
contracts or obligations of any company, firm or
person and the payments or repayment of the capital
and principal of, and dividends, interest or premiums
payable on, any stock, shares, debentures, debenture
or loan stock and other securities of any company,
whether having objects similar to those of the
Company or not and to give all kinds of indemnities.
(d) To carry on, directly or indirectly in addition to
the foregoing, any other trade or business
whatsoever, whether manufacturing or otherwise, which
may seem, in the opinion of the Board of Directors,
to be capable of being conveniently or advantageously
carried on by the Company, either in connection with,
or in addition or as ancillary to, any of the above
businesses or the general business of the Company or
otherwise calculated directly or
<PAGE>
III
indirectly to enhance the value of, or render
profitable any of, the Company's property, rights, or
businesses for the time being.
(e) To open up branches whether wholesale or retail or
assist in the promotion or opening up thereof in any
parts of the world and to finance and aid the same
pecuniarily or otherwise.
(f) To undertake and transact all kinds of agency and for
any of the above purposes to hold and exercise any
licence or licences.
(g) To purchase or otherwise acquire and undertake all or
any part of the business property and liabilities of
any person or company carrying on any business which
this Company is authorised to carry on or possessed
of property suitable for the purposes of this
Company.
(h) To apply for purchase or otherwise acquire any
patents licences concessions and the like conferring
any exclusive or non-exclusive or limited right to
use any invention which may seem capable of being
used for the benefit of the Company or the
acquisition of which may seem calculated directly or
indirectly to benefit this Company and to use
exercise develop or grant licences in respect of or
otherwise turn to account the property or rights so
acquired.
(i) To enter into any arrangement with any authorities
municipal local or otherwise that may seem conducive
to the Company's objects or any of them.
(j) To enter into partnership or into any arrangement for
sharing profits union of interests co-operation joint
adventure reciprocal concession or otherwise with any
person or company carrying on engaged in or about to
carry on or engage in any business which this Company
is authorised to carry on or any business or
transaction capable of being conducted so as directly
or indirectly to benefit this Company and to lend
money to guarantee the contracts of or otherwise
assist any such person or company and to take or
otherwise acquire shares and securities of any such
company and to sell hold and re-issue with or without
guarantee or otherwise deal with the same.
(k) To sell or dispose of the undertaking of the Company
or any part thereof upon such terms and for such
consideration as the Company may think fit, and in
particular for shares debentures or securities of any
other company having objects altogether or in part
similar to those of this Company.
(l) To promote any company or companies for the purpose
of acquiring all or any of the property and
liabilities of this Company or for any other purpose
which may seem directly or indirectly calculated to
benefit this Company.
(m) Generally to purchase take on lease or in exchange
hire or otherwise acquire and hold real and personal
property and any rights or privileges and in
particular any land buildings easements machinery
plant and stock-in-trade.
(n) To construct maintain and alter any buildings or
works.
(o) To invest and deal with the moneys of the Company not
immediately required upon such securities as may from
time to time be determined.
(p) To borrow raise or secure money in such manner as the
Company shall think fit and in particular by the
issue of debentures charged upon all or any
<PAGE>
IV
of the Company's property both present and future
including its uncalled capital and secured or not by
mortgage or transfer of the Company's property both
real and personal or any part thereof respectively
and also by the issue of shares bearing a
preferential dividend.
(q) To pay out of the funds of the Company all expenses
of or incident to the formation and registration of
the Company and the issue of any capital therein.
(r) To draw make accept endorse discount execute and
issue promissory notes bills of exchange and other
negotiable or transferable instruments.
(s) To sell improve manage develop let lease mortgage
dispose of or otherwise deal with all or any part of
the property of the Company.
(t) To remunerate any person, firm or company rendering
service to the Company whether by cash payment or by
the allotment to him or them of shares or securities
of the Company credited as paid up in full or in part
or otherwise.
(u) To receive money on deposit on such terms as the
Directors may approve.
(v) To advance money, give credit on any terms as the
Directors may approve and with or without security or
consideration and make gifts to any person, firm or
company (including without prejudice to the
generality of the foregoing any subsidiary or any
other company associated in any way with the
Company).
(w) To adopt such means of making known the businesses
and products of the Company as may in the opinion of
the Directors seem expedient, and in particular by
advertising in the press, by circulars, by purchase
and exhibition of works of art or interest, by
publication of books and periodicals, and by granting
prizes, rewards and donations.
(x) To support, subscribe or contribute to any charitable
or public object or any institution, society or club
which may be for the benefit of the Company or its
Directors, officers or employees, or the directors,
officers and employees of its predecessors in
business or of any subsidiary, allied or associated
company, or which may be connected with any town or
place where the Company carries on business and to
subsidise or assist any association of employers or
employees or any trade association. To grant
pensions, gratuities, annuities or charitable aid and
generally to provide advantages, facilities and
services to any person (including any directors or
former directors) who may have served the Company or
its predecessors in business or any subsidiary,
allied or associated company or to the wives,
children or other dependants or relatives of such
persons, to make advance provision for the payment of
such pensions, gratuities or annuities as aforesaid
by establishing or acceding to such trusts schemes or
arrangements (whether or not capable of approval by
the Commissioners of Inland Revenue under any
relevant legislation for the time being in force) as
may seem expedient, to appoint trustees or to act as
trustee of any such schemes or arrangements, and to
make payments towards insurance for the benefit of
such persons or to their wives, children, or other
dependants or relatives.
(y) To establish and contribute to any scheme for the
purchase or subscription by trustees of shares in the
Company to be held for the benefit of the employees
of the Company or any subsidiary, allied or
associated company,
<PAGE>
V
and to lend money to such employees or to trustees on
their behalf to enable them to purchase or subscribe
for shares in the Company and to formulate and carry
into effect any scheme for sharing the profits of the
Company with employees or any of them.
(z) To apply for, promote and obtain any Act of
Parliament order or licence of the Department of
Trade and Industry or other authority for enabling
the Company to carry any of its objects into effect
or for effecting any modifications of the Company's
constitution or for any other purposes which may in
the opinion of the Directors seem expedient, and to
oppose any proceedings or applications which may in
the opinion of the Directors seem calculated directly
or indirectly to prejudice the Company's interests.
(AA) To establish, grant and take up agencies in any part
of the world, and to do all such other things as the
Company may deem conducive to the carrying on of the
Company's business, either as principals, or agents,
and to remunerate any persons in connection with the
establishment or granting of such agencies upon such
terms and conditions as the Company may think fit.
(AB) To distribute among the shareholders in specie any of
the property of the Company or any proceeds of sale
or disposal of any property of the Company and for
such purpose to distinguish and separate capital from
profits, but so that no distribution amounting to a
reduction of capital shall be made except with the
sanction (if any) for the time being required by law.
(AC) To purchase and maintain insurance for the benefit of
any person who is an officer or employee, or former
officer or employee, of the Company or of a
subsidiary of the Company or in which the Company has
an interest whether direct or indirect or who is or
was trustee of any retirement benefits scheme or any
other trust in which any such officer or employee or
former officer or employee is or has been interested
indemnifying such person against liability for
negligence, default, breach of duty or breach of
trust or any other liabilities which may lawfully be
insured against.
(AD) To amalgamate with any other company.
(AE) To do all or any of the above things in any part of
the world and as principals, agents, contractors,
trustees or otherwise, and by or through trustees,
agents, subcontractors or otherwise, and either alone
or in conjunction with others and to procure the
Company to be registered or recognised in any foreign
country or place.
(AF) To do all such other things as are incidental or
conducive to the attainment of the above objects.
(AG) And it is hereby declared that the word "company" in
this Memorandum except where used in reference to
this Company shall be deemed to include any
partnership or other body of persons whether
incorporated or not incorporated.
<PAGE>
VI
5. The liability of the Members is limited.
6. The capital* of the Company is L150,000 divided into
150,000 shares of L1 each with power to divide the
shares in the original or any increased capital into several
classes and to attach thereto respectively any preferential
qualified special or deferred rights privileges and
conditions.
----------
*Following an increase of the capital of the Company on 5th August, 1971, the
authorized capital of the Company was L3,650,000 divided in
75,000 7-1/2% Cumulative Preference Shares of L1 each,75,000 5% Cumulative
Preference Shares of L1 each and 14,000,000 Ordinary Shares of 25p each.
By an Ordinary Resolution passed on 5th March, 1973, the capital of the
Company was increased to L5,150,000 by the creation of 6,000,000 Ordinary
Shares of 25p each.
By an Ordinary Resolution passed on 20th November, 1975, the capital of the
Company was increased to L9,150,000 by the creation of 16,000,000 Ordinary
Shares of 25p each.
By an Ordinary Resolution passed on 9th August, 1976, the capital of the
Company was increased to L12,150,000 by the creation of 12,000,000 Ordinary
Shares of 25p each.
By an Ordinary Resolution passed on 28th February, 1978, the capital of the
Company was increased to L24,150,000 by the creation of 48,000,000 Ordinary
Shares of 25p each.
By an Ordinary Resolution passed on 14th March, 1979, the capital of the
Company was increased to L30,150,000 by the creation of 24,000,000 Ordinary
Shares of 25p each.
By an Ordinary Resolution passed on 9th March, 1981, the capital of the
Company was increased to L55,150,000 by the creation of 100,000,000 Ordinary
Shares of 25p each.
By an Ordinary Resolution passed on 30th July, 1983, the capital of the
Company was increased to L69,992,819 by the creation of 59,371,276 Ordinary
Shares of 25p each.
By an order of the High Court dated 19th December, 1988 the issued share
capital of the Company was reduced by the cancellation of the 7-1/2%
Cumulative Preference Shares of L1 each and the 5% Cumulative Preference
Shares of L1 each and the following Minute was approved by the court:--
The capital of S&W Berisford Public Limited Company was by virtue of a
Special Resolution and with the sanaction of an Order of the High Court
of Justice dated the 19th December, 1988 reduced from L69,992,819 divided
into 75,000 7-1/2 per cent. Cumulative Preference Shares and 75,000 5 per
cent. Cumulative Preference Shares all of L1 each and 279,371,276 Ordinary
Shares of 25p each of L69,842,819 divided into 279,371,276 Ordinary Shares
of 25p each. At the date of the registration of this Minute 191,941,906 of
the Ordinary Shares have been issued and are deemed to be fully paid and
the remainder are unissued.
By an Ordinary Resolution passed on 7th February, 1989, the Ordinary Shares
of 25p each were consolidated into Ordinary Shares of 50p each and then
divided into Ordinary Shares of 10p each. Accordingly, as at the date of
reprinting the Company's Memorandum and Articles of Association (5th March,
1992) the capital of the Company is L69,842,819 divided into 698,428,190
Ordinary Shares of 10p each.
By an Ordinary Resolution passed on 20th January 1993, the Ordinary Shares of
10p each were consolidated and converted into Ordinary Shares of 50p each.
Following the passing of this Resolution, the capital of the Company is
L69,842,819 divided into 139,685,638 Ordinary Shares of 50p each.
By an Ordinary Resolution passed on 31st January 1994, the capital of the
Company was increased to L101,490,966 by the creation of 63,296,294 Ordinary
Shares of 50p each.
By an Ordinary Resolution passed on 23rd January 1995, the capital of the
Company was increased to L172,100,000 by the creation of 141,218,068 Ordinary
Shares of 50p each.
<PAGE>
VII
WE, the several persons whose names addresses and descriptions are
subscribed are desirous of being formed into a Company in pursuance of
this Memorandum of Association and we respectively agree to take the
number of shares in the capital of the Company set opposite our
respective names.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
NUMBER OF SHARES
NAMES, ADDRESSES, AND DESCRIPTIONS OF SUBSCRIBERS. TAKEN BY
EACH SUBSCRIBER
--------------------------------------------------------------------------------
<S> <C>
WILLIAM BERISFORD, 1,000
Norwood, Alderley Edge,
SUGAR MERCHANT.
SAMUEL RICHARD BERISFORD, 1,000
The Cedars, Heaton Mersey,
SUGAR MERCHANT.
HAROLD BERISFORD, 1,000
The Old Farm, Hale,
SUGAR MERCHANT.
ERNEST PERCIVAL, 1
Norton Leigh, Chorlton-cum-Hardy,
COMMERCIAL TRAVELLER.
FREDERICK THOMAS WILLS, 1
Ellesmere Park, Eccles,
COMMERCIAL TRAVELLER.
GEORGE HOCKNELL, 1
44 Shrewsbury Street, Old Trafford,
COMMERCIAL TRAVELLER.
ISAAC NEWBY, 1
Duncan Road, Longsight,
CASHIER.
================================================================================
</TABLE>
Dated the 12th day of May 1910.
Witness to the above Signatures
ED. BOUTFLOWER,
SOLICITOR,
Manchester.
