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  Notice is hereby given that the 47th Annual General Meeting of the Company will be held at Jones Day, 21 Tudor Street, London EC4Y 0DJ on 2 June 2005, commencing at 10.00am for the following purposes.
 
 
Ordinary business
1. To receive and, if thought fit, to adopt the accounts for the year ended 31 December 2004 together with the reports thereon by the Directors and independent auditors.
2. To receive and, if thought fit, to approve the Directors' remuneration report for the year ended 31 December 2004.
3. To declare a final dividend of 0.2p per ordinary share.
4. To elect as a Director of the Company, Amir Eilon, who having been appointed by the Board of Directors since the last Annual General Meeting retires in accordance with the Articles of Association of the Company.
5. To re-elect as a Director of the Company, Andrew Pinder, who having been appointed by the Board of Directors since the last Annual General Meeting retires in accordance with the Articles of Association of the Company.
6. To re-elect Steven B Fink, who retires by rotation, as a Director of the Company.
7. To re-elect Richard T Barfield, who retires by rotation, as a Director of the Company.
8. To re-elect Barrie A Clark, who retires annually, as a Director of the Company.
9. To re-appoint Ernst & Young LLP as the Company’s auditor, and authorise the Directors to fix their remuneration.
 
Special business
10.

To consider and, if thought fit, to pass the following resolution as a special resolution:

“That, in substitution for any other authority subsisting at the date of this resolution, the Directors be and are hereby generally and unconditionally authorised for the purposes of Section 80 of the Companies Act 1985 (the “Act”) to exercise all the powers of the Company to allot relevant securities (as defined in Section 80 of the Act) up to an aggregate nominal amount of £6,070,786 provided that this power, unless renewed, varied or revoked shall expire at the conclusion of the next Annual General Meeting of the company or 15 months from the passing of this resolution (if sooner), but so that this power shall extend to the making, before such expiry, of 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 authority conferred hereby had not expired .”

11.

To consider and, if thought fit, to pass the following resolution as a special resolution:

“That, subject to and conditional upon passing resolution 10 and in substitution for all such authorities granted and subsisting at the date of this resolution, the Directors be and are hereby empowered in accordance with section 95 of the Companies Act (the “Act”) to allot equity securities (as defined in section 94(2) of the Act) of the company pursuant to the authority conferred pursuant to resolution 10 set out in the notice of this meeting, as if section 89(1) and sub-sections (1)-(6) of section 90 of the Act did not apply to any such allotment provided that the power conferred by this resolution shall be limited to the allotment of equity securities:

 
i) in connection with an issue or offering by way of rights in favour of holders of equity securities and other persons entitled to participate in such issue or offering where the equity securities respectively attributable to the interests of such holders and persons are proportionate (as nearly as may be) to the respective numbers of equity securities held by or deemed to be held by them on the record date of such allotment subject only to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws or requirements of any recognised regulatory body in any territory; and

ii) for cash (otherwise than pursuant to sub-paragraph (i) above) up to an aggregate nominal value not exceeding £796,294 provided that this power, unless renewed, varied or revoked shall expire at the conclusion of the next Annual General Meeting of the company or 15 months from the passing of this resolution (if sooner), but so that this power shall extend to the making, before such expiry, of 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 authority conferred hereby had not expired.”
   
 

By order of the Board

Gavin Tagg
Company Secretary
22 March 2005
 
 
 
Notes
1. A member of the Company who is entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote on his behalf. A proxy need not be a member of the Company.
2. To be effective the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarised certified copy of such power of attorney must be deposited at the office of the registrar, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex, BN99 6ZL, by not later than 10.00a.m on 31 May 2005.
3. The appointment of a proxy will not prevent a member from attending and voting at the Annual General Meeting should he decide to do so.
4.

There will be available for inspection at the registered office of the Company during the normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this notice until the date of the Annual General Meeting and for 15 minutes prior to and for the duration of the meeting:

  –   the register of Directors’ interests in the ordinary shares of the Company; and

  –   the Directors’ service contracts.
5. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those persons who are on the register of members at 6 pm noon on 31 May 2005 have the right to attend and vote at the meeting in respect of the number of shares registered in that shareholder’s name at the time. Changes to entries on the register of members after that time will be disregarded in determining the right of any person to attend or vote at the meeting.
6. The proposed authority to issue shares with pre-emption rights under Section 80 of the Companies Act 1985 exceeds one third of the issued share capital as at 15 March 2005, this is due to the inclusion of dilutive share options.