Ordinary Business

Resolution No 1
To receive and consider the accounts and balance sheets, and the reports of the directors and the auditors for the year ended 31 December 2006.

Resolution No 2
To declare a final dividend.

Resolution No 3
To approve the Directors' remuneration report for the year ended 31 December 2006.

Resolution No 4
To re-elect Mr T C Jones who retires from the Board by rotation.

Resolution No 5
To re-elect Mr N F Keegan who retires from the Board by rotation.

Resolution No 6
To re-elect Mr D A Trapnell who retires from the Board by rotation.

Resolution No 7
To re-appoint Deloitte & Touche LLP as auditors of the Company in pursuance of a recommendation by the Audit Committee, to hold office until the conclusion of the next general meeting at which financial statements are laid before the Company.

Resolution No 8
To authorise the directors, acting through the Audit Committee, to determine the remuneration of the auditors.

Special Business

To consider and, if thought fit, pass the following resolutions:

Ordinary Resolution

Resolution No 9
THAT the directors be and they are hereby generally and unconditionally authorised in accordance with section 80 of the Companies Act 1985 to exercise all powers of the Company to allot relevant securities (as defined in that section) up to a maximum nominal amount of £2,262,073 provided that this authority shall expire 15 months from the date of this resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company in 2008, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

Ordinary Resolution

Resolution No 10
THAT the Company and its subsidiaries be and are hereby generally and unconditionally authorised: 

1. to make Donations to EU Political Organisations; and
2. to incur EU Political Expenditure 

in an aggregate amount not exceeding £50,000 during the period commencing on the date of this resolution up to and including the conclusion of the Annual General Meeting in 2008. For the purposes of this resolution, the expressions "Donations", "EU Political Organisations" and "EU Political Expenditure" have the meanings set out in Part XA of the Companies Act 1985 (as amended by the Political Parties, Elections and Referendums Act 2000).

Special Resolution

Resolution No 11
THAT, subject to and conditionally upon the passing of Resolution No 9 above, the directors be and they are hereby empowered pursuant to section 95 of the Companies Act 1985 to allot equity securities (as defined in section 94(2) of that Act) for cash pursuant to the authority conferred by that resolution or to sell equity securities held as treasury shares for cash pursuant to section 162D of that Act, or partly in one way and partly in the other, in each case as if section 89(1) of the said Act did not apply to any such allotment, PROVIDED that the power hereby conferred shall be limited:

1. to the allotment and/or the sale of equity securities in connection with a rights issue in favour of shareholders where the equity securities respectively attributable to the interests of all shareholders are proportionate (as nearly as may be) to their holdings of such shares subject to such exclusions or other arrangements as the directors may consider necessary or expedient to deal with fractional entitlements, statutory restrictions or legal or practical problems under or resulting from the application of the laws of any territory or the requirements of any recognised regulatory body or stock exchange in any territory; and

2. to the allotment and/or the sale (otherwise than pursuant to sub-paragraph a. above) of equity securities up to an aggregate nominal amount of £618,696;

and shall expire 15 months from the date of this resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company in 2008, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after 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.

Special Resolution

Resolution No 12
THAT the Company be and is hereby generally and unconditionally authorised to make market purchases (as defined in section 163 of the Companies Act 1985) of its ordinary 10p shares provided that:

1. the Company does not purchase under this authority more than 12,373,926 ordinary shares;

2. the Company does not pay less than the nominal value for each share;

3. the Company does not pay more for each share than 105 per cent of the average of the middle market price of the ordinary shares according to the Daily Official List of the London Stock Exchange for the five business days immediately preceding the date on which the Company agrees to buy the shares concerned;

4. this authority shall expire 15 months from the date of this resolution or, if earlier, at the Annual General Meeting in 2008; and

5. the Company may agree before the authority terminates under d. above to purchase ordinary shares where the purchase will or may be executed after the authority terminates (either wholly or in part). The Company may complete such a purchase even though the authority has terminated.

Special Resolution

Resolution No 13
THAT the Articles of Association of the Company be and are hereby altered as follows:

1. By inserting in Article 46 the words "within six months of its most recent accounting reference date" after the words "general meeting" in the second line;
2. By inserting in Article 142 the words ", directors' remuneration reports" after the words "directors' reports" in the first line of subsection (i);
3. By inserting a new Article 145:

   "NOMINATION OF PERSONS TO ENJOY INFORMATION RIGHTS

   145. Any person in respect of whom a valid nomination remains in force pursuant to section 146 of the Companies Act 2006 (subject to sections 146 and 147 of that act and to Articles 142 to 144 inclusive) shall be entitled to receive copies of:

        (i)  annual accounts, directors' reports, directors' remuneration reports and auditors' reports (including summary financial statements) of the Company;

        (ii)  all notices given under these Articles; and

        (iii)  all other communications that the Company sends to the member who nominated that person."