Notice of annual general

meeting (continued)

(b)

to the allotment (otherwise than pursuant to subparagraph (a) above) of equity   

securities up to an aggregate nominal value of  8,159 .

and shall expire at the conclusion of the next Annual General Meeting of the Company or 15 

months after the passing of this Resolution (if earlier) unless renewed or extended prior to 

such time except that the Company may before such expiry and the directors may allot 

equity securities in pursuance of such offer or agreement as if the power conferred hereby 

had not expired.

By order of the board

A G Sparshatt

Registered Office:

Company Secretary

11 Clerkenwell Green

21 September 2001 

London EC1R 0DP  UK

Notes

1.

The following documents will be available for inspection fifteen minutes prior to and at the 

meeting.  They will also be available at the registered office of the Company during usual 

business hours on any weekday (Saturdays and public holidays excluded) from the date of 

this Notice until the date of the Meeting:

a) 

copies of director's service contracts (or a memorandum of the terms of such 

contracts) with the Company or any of its subsidiaries; and

b)      the Register of Directors' Interests in the share capital of the Company.

2. 

A member of the Company entitled to attend and vote at the above meeting may appoint

one or more proxies (whether a member or not) to attend and on a poll vote instead of

him.  A Form of Proxy is enclosed.  To be effective a Form of Proxy must be deposited,

together with the power of attorney or other authority under which it is executed or a

notarially certified copy of such power of authority, at the office of the Company's

Registrars, Capita IRG plc, not later than 48 hours before the time of the meeting or any

adjournment thereof.  Completion of a Form of Proxy will not preclude a member from

attending and voting in person.

3. 

The Company pursuant to Regulation 34 of the Uncertificated Securities Regulations 1995

specifies that only those shareholders registered in the Register of Members of the

Company as at 10.00am on 29 October 2001 shall be entitled to attend or vote at the

meeting in respect of the number of shares registered in their name at that time and 

changes to the Register after that time shall be disregarded in determining the rights of any 

person to attend or vote at the meeting.

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