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 2007.

Resolution No 2
To declare a final dividend.

Resolution No 3
To approve the directors' remuneration report for the year ended 31 December 2007.

Resolution No 4
To re-elect Mr G P Balfour who retires from the Board by rotation.

Resolution No 5
To re-elect Mr L G Cullen who retires from the Board by rotation.

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

Resolution No 7
To re-elect Mr S L Dance who retires from the Board in accordance with the Company's Articles of Association.

Resolution No 8
To re-elect Mr B A Melizan who retires from the Board in accordance with the Company's Articles of Association.

Resolution No 9
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 10
To authorise the directors, acting through the Audit Committee, to determine the remuneration of the auditors.

Special Business

Ordinary Resolution

Resolution No 11
THAT, in accordance with section 366 of the Companies Act 2006, the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect, be and are hereby generally and unconditionally authorised to:

1. make political donations to political parties or independant election candidates not exceeding £50,000 in total;

2. make political donations to political organisations other than political parties not exceeding £50,000 in total; and

3. incur political expenditure not exceeding £50,000 in total,

provided that the aggregate amount of any such donation or expenditure made and incurred by the Company and its subsidiaries shall not exceed £50,000 during the period beginning with the date of the passing of this resolution up to and including the conclusion of the Annual General Meeting in 2009. For the purposes of this resolution, the terms "political donations", "political parties", "independent election candidates", "political organisations" and "political expenditure" have the meanings set out in sections 363 to 365 of the Companies Act 2006.

Ordinary Resolution

Resolution No 12
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 £2,524,856 provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company in 2009, 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.

Special Resolution

Resolution No 13
THAT, subject to and conditionally upon the passing of Resolution No 12 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 £623,757;

and shall expire at the conclusion of the Annual General Meeting of the Company in 2009, 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 14
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 12,475,143 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 an amount equal to the higher of:
   
   (i) 105 per cent of the average of the middle market price of an ordinary share 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; and
   
   (ii) the price stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003; 

4. this authority shall expire at the conclusion of the Annual General Meeting of the Company in 2009; 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 15
THAT, with effect from the conclusion of the Annual General Meeting, the Articles of Association of the Company be and are hereby altered by making the amendments summarised in the Explanatory Notes to this circular and contained in the printed copy of the proposed amended Articles of Association produced to the Annual General Meeting and initialled by the Chairman for the purposes of identification.