Resolution 1
To receive, consider and adopt the Directors’ Report and Audited Financial statements for the financial year ended 31 December 2002 and the Auditors’ report thereon.

Resolution 2
To receive, consider and approve the Directors’ Remuneration Report for the financial year ended 31 December 2002 and the Auditors’ Report on the auditable part of that Remuneration Report.

Resolution 3
To re-appoint Dr Michael Scott who retires pursuant to Article 109 of the Company’s Articles of Association and offers himself for re-election.

Resolution 4
To re-appoint Mr Martin Lamb who retires pursuant to Article 109 of the Company’s Articles of Association and offers himself for re-election.

Resolution 5
To re-appoint Deloitte & Touche as Auditors of the Company to hold office from the conclusion of the Meeting to the conclusion of the next Meeting at which the Accounts are laid before the Company, and authorize the Directors to fix their remuneration.

Resolution 6
To generally and unconditionally authorize the Directors, in substitution for all existing authorities to the extent unused, to exercise all the powers of the Company to allot relevant securities of the Company in accordance with Section 80 of the Companies Act 1985 (“the Act”) up to an aggregate number of 72,204,136 shares, PROVIDED that this authority shall expire on the earlier of 15 months after the date of passing of this Resolution and the conclusion of the Annual General Meeting of the Company next following the passing of this Resolution, 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 pursuant to such offer or agreement as if the authority conferred hereby had not expired.

Resolution 7
Subject to the passing of the previous Resolution, to empower the Directors pursuant to Section 95 of the Act to allot securities (within the meaning of Section 94 of the Act) of the Company pursuant to the general authority conferred by the previous Resolution as if Section 89 (1) of that Act did not apply to any such allotment, PROVIDED that this power shall be limited to :
(a) the allotment (otherwise than pursuant to sub-paragraph (b) below) of equity securities which are, or are to be, wholly paid up in cash to an aggregate number of 9,353,494 shares; and
(b) the allotment of equity securities in connection with a rights issue or any other pre-emptive offer in favour of the holders of ordinary shares and other persons entitled to participate therein in proportion (as nearly as may be) to their respective holdings of ordinary shares (or, as appropriate, the number of ordinary shares which they are deemed to hold for such purpose), subject only to such exclusions or arrangements as the Directors may consider appropriate to deal with fractional entitlements or legal or practical problems under the laws of the territory or the requirements of any recognized regulatory body or any stock exchange and shall expire on the earlier of 15 months after the date of passing of this Resolution and the conclusion of the Annual General Meeting of the Company next following the passing of this Resolution, save that the Company may, before such expiry, make an offer or agreement which would or might require the allotment of equity shares pursuant to such offer or agreement as if the power conferred hereby had not expired.

1

74,812,138

99.28%

544,265

0.72%

500

0.00%

2

73,917,437

99.28%

500,361

0.67%

37,413

0.05%

3

74,855,301

99.33%

496,592

0.66%

5,010

0.01%

4

74,872,748

99.36%

483,655

0.64%

500

0.00%

5

74,826,019

99.30%

496,361

0.65%

34,523

0.05%

6

74,812,425

99.28%

482,361

0.64%

62,117

0.08%

7

74,813,215

99.28%

496,361

0.66%

47,327

0.06%