We have audited the Group’s accounts for the year ended 31 December 2004 which comprise the Group profit and loss account, Group and Company balance sheets, Group cashflow statement, Group statement of total recognised gains and losses, Accounting Policies, Reconciliation of movements in shareholders’ funds and related notes notes 1 to 21. These accounts have been prepared on the basis of the accounting policies set out therein. We have also audited the information in the report of the Board on Directors’ remuneration that is described as having been audited.

This report is made solely to the Company’s members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditors’ report and for no other purposes. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of Directors and Auditors
The Directors’ are responsible for preparing the Annual Report, including the accounts, which are required to be prepared in accordance with applicable United Kingdom law, and accounting standards as set out in the statement of Directors’ responsibilities in relation to the accounts.

Our responsibility is to audit the accounts and the part of the report of the Board on Directors’ remuneration to be audited in accordance with relevant legal and regulatory requirements, United Kingdom Auditing Standards and the Listing Rules of the Financial Services Authority.

We report to you our opinion as to whether the accounts give a true and fair view and whether the accounts and the part of the report of the Board on Directors’ remuneration to be audited have been properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors’ report is not consistent with the accounts, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law or the Listing Rules regarding Directors’ remuneration and transactions with the Group is not disclosed.

We review whether the corporate governance statement reflects the Company’s compliance with the nine provisions of the 2003 FRC Code specified for our review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to consider whether the Board’s statements on internal control cover all risks and controls, or form an opinion on the effectiveness of either the Group’s corporate governance procedures or its risks and control procedures.

We read the other information contained in the Annual Report, and consider whether it is consistent with the audited accounts. This other information comprises the five-year record, Chairman’s statement, Chief Executive Officer’s review, Corporate governance statement, the unaudited part of the report of the Board on Directors’ remuneration and the Directors’ Report. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the accounts. Our responsibilities do not extend to any other information.

Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the accounts and the part of the report of the Board on Directors’ remuneration to be audited. It also includes an assessment of the significant estimates and judgments made by the Directors in the preparation of the accounts, and of whether the accounting policies are appropriate to the Group’s circumstances, consistently applied and adequately disclosed.

Opinion
In our opinion:

• The accounts give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2004 and of the profit of the Group for the year then ended; and
• The accounts and the part of the report of the Board on Directors’ remuneration to be audited have been properly prepared in accordance with the Companies Act 1985.

Ernst & Young LLP
Registered Auditor
Luton
22 March 2005