The figure inserted at 'A' should be the lesser of

(i) the unissued Ordinary share capital or

(ii) a sum equal to one-third of the issued Ordinary share capital.

To the one-third figure can be added amounts for which the company requires further additional powers under Section 80 For example, further powers may be required to allot shares in respect of deferred consideration or options. If the resolution contains a figure greater than one-third of the issued Ordinary share capital (by reference to the total issued Ordinary share capital shown in the last Annual Report and Accounts or date used in compliance with disclosure under the Listing Rules) it is important to explain clearly in the supporting documents the basis on which the figure is calculated, including the nature of any amounts which have been specifically added to the basic one-third figure. It is emphasised that this recommended level is not an absolute limit on the amount of share capital the directors may allot: it will merely require the board to return to shareholders if the company proposes significantly to increase the amount of issued share capital.

The figure inserted at 'B' should not be more than 5% of the issued Ordinary share capital of the company. If the resolution contains a figure greater than five per cent of the issued Ordinary share capital (by reference to the total issued Ordinary share capital shown in the last Annual Report and Accounts or date used in compliance with disclosure under the Listing Rules), it is important to explain clearly in the supporting documents the basis on which the figure is calculated. The Pre-Emption Group guidelines deal with the practical application of this particular resolution in some detail and are available from the Primary Markets Division of the Stock Exchange.

1. THAT the board be and it is hereby generally and unconditionally authorised to exercise all powers of the company to allot relevant securities (within the meaning of Section 80 of the Companies Act 1985) up to an aggregate nominal amount of £...A... provided that this authority shall expire on ....*...... 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 board may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. * a period up to 5 years is acceptable

2. THAT subject to the passing of the previous resolution the board be and it is hereby empowered pursuant to Section 95 of the Companies Act 1985 to allot equity securities (within the meaning of Section 94 of the said Act) for cash pursuant to the authority conferred by the previous resolution as if sub-section (1) of Section 89 of the said Act did not apply to any such allotment provided that this power shall be limited

(i) to the allotment of equity securities in connection with a rights issue in favour of Ordinary shareholders where the equity securities respectively attributable to the interests of all Ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of Ordinary shares held by them and,

(ii) to the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to an aggregate nominal value of £...B...

and shall expire {on the date of the next annual general meeting of the company after the passing of this resolution, or, following a change to the Listing Rules in 1997, a period of up to five years from the passing of the resolution is acceptable} 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 board may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

Please Direct Enquiries to Michael McKersie 020 7216 7659.