Ordinary Resolutions
Report and Accounts
Final Dividend
Remuneration Report
Re-Election of Director Appointed Since the Last AGM
Re-Election of Directors Retiring by Rotation
Auditors
Authority to Allot

Special Resolution
Disapplication of pre-emption rights
Purchase of Own Shares

Ordinary Resolutions
Report and Accounts
RESOLUTION 1
To receive the accounts and the reports of the directors and the auditors thereon for the year ended 31 March 2003. The directors are required to present to the meeting the Report of Directors and the accounts of the Company for each financial year (in this case for the year ended 31 March 2003).

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Final Dividend
RESOLUTION 2
To declare a final dividend of 3 pence for each ordinary share.

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Remuneration Report
RESOLUTION 3
To approve the Remuneration Report contained in the report and accounts for the year ended 31 March 2003.

As they did in 2002, the Directors present to the Annual General Meeting, the Directors’ Report on Remuneration (which appears in the Annual Report 2003). This is now also required by the Directors’ Remuneration Report Regulations 2002.

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Re-Election of Director Appointed Since the Last AGM
RESOLUTION 4
To elect Christopher Gibson-Smith as a director of the Company.

Dr Gibson-Smith was appointed as a director with effect from 1 May 2003 and will take over as Chairman following the conclusion of the Annual General Meeting. The Articles of Association of the Company require that a director appointed by the Board is approved at the next Annual General Meeting after appointment.

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Re-Election of Directors Retiring by Rotation
RESOLUTION 5
To re-elect Clara Furse as a director of the Company who retired by rotation.

RESOLUTION 6
To re-elect Baroness Janet Cohen as a director of the Company who retired by rotation.

RESOLUTION 7
To re-elect Oscar Fanjul as a director of the Company who retired by rotation.

RESOLUTION 8
To re-elect Nigel Stapleton as a director of the Company who retired by rotation.

RESOLUTION 9
To re-elect Robert Webb as a director of the Company who retired by rotation.

The Company’s Articles of Association require at least one third of the directors to retire by rotation each year. Biographies of the Directors seeking re-election are set out in the Appendix.

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Auditors
RESOLUTION 10
That PricewaterhouseCoopers LLP be reappointed auditors of the Company (having previously been appointed by the Board to fill the casual vacancy arising by reason of the resignation of PricewaterhouseCoopers), to hold office until the conclusion of the next Annual General Meeting at which accounts are laid before the Company and that their remuneration be determined by the Directors.

The auditors are required to be reappointed at each Annual General Meeting at which accounts are presented. Following the conversion of PricewaterhouseCoopers to a Limited Liability Partnership (LLP), effective from 1st January 2003, PricewaterhouseCoopers resigned as auditors and the Board appointed PricewaterhouseCoopers LLP to fill the casual vacancy created by the resignation. The Board is proposing the reappointment of PricewaterhouseCoopers LLP. The resolution also authorises the Directors to set the remuneration of the auditors.

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Authority to Allot
RESOLUTION 11
That, in place of all existing authorities, the directors be generally and unconditionally authorised pursuant to section 80 of the Companies Act 1985 (the “Act”) to allot relevant securities (within the meaning of section 80) up to an aggregate nominal amount of £4,950,000 for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next Annual General Meeting of the Company after the date on which the resolution is passed, but the Company may make an offer or agreement which would or might require relevant securities to be allotted after expiry of this authority and the directors may allot relevant securities in pursuance of that offer or agreement as if this authority had not expired.

The effect of this resolution, which is the same as that passed in 2002, is to give the directors authority to allot securities up to an amount representing approximately one third of the issued share capital (99 million ordinary shares). This renewed authority would remain in force (unless previously renewed, varied or revoked by the Company in general meeting) until the end of the Annual General Meeting in 2004. The directors have no current plans to make use of this authority but are seeking this authority to ensure the Company has flexibility in managing the Company’s capital resources.

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Special Resolution
Disapplication of pre-emption rights
RESOLUTION 12
That, in place of all existing powers, the directors be generally empowered pursuant to section 95 of the Act to allot equity securities (within the meaning of section 94(2) of the Act) for cash, pursuant to the authority conferred by resolution 11 (the “authority”) as if section 89(1) of the Act did not apply to the allotment. This power:

1. expires at the end of the next Annual General Meeting of the Company after the date on which this resolution is passed, but the Company may make an offer or agreement which would or might reduce equity securities to be allotted after expiry of this power and the directors may allot equity securities in pursuance of that offer or agreement as if this power has not expired; and

2. shall be limited to:
   1. the allotment of equity securities in connection with an issue in favour of holders of ordinary shares in the capital of the Company in proportion (as nearly as may be) to their existing holdings of ordinary shares, but subject to such exclusions or other arrangements as the directors deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of a regulatory body or stock exchange; and
   2. the allotment of equity securities for cash otherwise than pursuant to paragraph (i) up to an aggregate nominal amount equal to £742,500.

The effect of this resolution, which is the same as to that passed in 2002, is to renew the authority given to directors to allot equity securities for cash up to an amount representing approximately 5% of the issued ordinary share capital (14.85 million ordinary shares) without the need first to offer such shares to existing shareholders. This renewed authority would remain in force until the end of the Annual General Meeting in 2004. The Board have no current plans to make use of this authority but is seeking this increase to ensure the Company has flexibility in managing the Company’s capital resources.

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1. the maximum number of ordinary shares to be purchased is 30,000,000 (representing approximately 10% of the issued ordinary share capital);

2. the minimum price which may be paid for an ordinary share is 5p per share which amount shall be exclusive of expenses;

3. the maximum price which may be paid for an ordinary share is, in respect of an ordinary share contracted to be purchased on any day, an amount (exclusive of expenses) equal to 105% of the average of the mid-market quotations for an ordinary share of the Company and derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased;

4. the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company following the passing of this resolution, unless such authority is renewed prior to such time; and

5. the Company may conclude a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after such expiry, and may make a purchase of ordinary shares in pursuance of any such contract as if the authority hereby conferred had not expired.

This resolution would enable the Company to purchase up to a maximum of 30,000,000 of its ordinary shares. This is approximately 10% of the issued share capital as at 6 June 2003. This authority will expire at the conclusion of the Annual General Meeting in 2004.

The Company intends to renew this authority annually if approved by shareholders. The Company has no current intention of utilising the buy-back authority if granted but will keep the matter under review, taking into account the cash reserves of the Company, the Company's share price and the other investment opportunities available to the Company. The authority will be exercised only if the directors believe that to do so would be in the interests of shareholders generally. The total number of ordinary shares which may be issued on the exercise of outstanding options as at 6 June is 10,773,260 which represents 3.6% of the issued ordinary share capital as at that date. If the Company were to purchase shares up to the maximum permitted by this resolution the proportion of ordinary shares subject to outstanding options would represent 4.03% of the issued ordinary share capital as at 6 June 2003. There are no warrants outstanding.

Any purchases of ordinary shares would be by means of market purchases through the London Stock Exchange and the Company currently intends that any shares so purchased would be cancelled so that the effect would be to reduce the number of ordinary shares in issue.

Resolutions 11, 12 and 13 comply with the guidelines issued by the investor protection committees.

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Notes to the Notice of the Annual General Meeting

1. A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and, on a poll, to vote on his or her behalf. A person appointed to be a proxy need not be a shareholder of the Company. A form of proxy is enclosed with this notice for use at the Annual General Meeting.
2. To be valid, a form of proxy, duly completed, signed or sealed (as appropriate) and dated, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be returned to the Company’s Registrars, Lloyds TSB Registrars, at The Causeway, Worthing, West Sussex BN99 6ZL or, by hand only (during normal business hours), at Antholin House, 71 Queen Street, London EC4N 1SL, so as to arrive not later than 12 noon on 14 July 2003 or not less than 48 hours before the time of any adjourned meeting or the taking of a poll at which the person named in the form of proxy proposes to vote.
3. The form of proxy must be executed by the shareholder or his or her attorney duly authorised in writing and (in the case of an individual) must be signed by the individual or his or her attorney duly authorised in writing or (in the case of a corporation) either executed under its common seal or signed on its behalf by a duly authorised officer or attorney of the corporation.
4. In the case of joint registered holders, the signature of one holder will be accepted and the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority will be determined by the order in which the names stand on the register of shareholders of the Company in respect of the relevant joint holding.
5. Completion and return of a form of proxy will not prevent a shareholder from attending and voting at the Annual General Meeting in person.
6. The Company pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 specifies that only those shareholders registered on the register of shareholders of the Company as of 6.00 pm on 14 July 2003 or, in the event that the Annual General Meeting is adjourned, on the register of shareholders 48 hours before the time of any adjourned meeting(s), shall be entitled to attend or vote in respect of the shareholding registered in their name at the relevant time. Changes to entries on the register of shareholders after 6.00 pm on 14 July 2003, or in the event that the Annual General meeting is adjourned, less than 48 hours before the time of any adjourned meeting(s), shall be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting.
7. The following will be available for inspection at the Company’s registered office during normal business hours from the date of this notice until 16 July 2003, and will also be available at the place of the Annual General Meeting 15 minutes prior to and during the meeting: (a) copies of the service contracts of the directors of the Company; and (b) the register of directors’ interests in the shares of the Company maintained pursuant to Section 325 of the Companies Act 1985.

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