NOTICE OF MEETING

Notice is hereby given that the annual general meeting of the Company will be held at the Company’s registered office, Willow Road, Lenton, Nottingham, NG7 2WS at 10.00am on 18 September 2003 for the following purposes:

Ordinary business

Resolution 1
To receive the report of the directors and the audited financial statements for the Company and the auditors’ report thereon for the year ended 1 June 2003.

Resolution 2
To declare a final dividend of 12.5 pence per share on the ordinary shares of the Company.

Resolution 3
To re-elect T H F Kirby as a director, who retires in accordance with article 88(a) of the articles of association of the Company.

Resolution 4
To re-elect A J H Stewart as a director, who retires in accordance with article 88(a) of the articles of association of the Company.

Resolution 5
To re-appoint Deloitte & Touche LLP as auditors to hold office until the conclusion of the next general meeting at which accounts are laid by the Company and to authorise the directors to fix their remuneration.

Resolution 6
To approve the remuneration report for the year ended 1 June 2003.

Special business
To consider and, if thought fit, pass the following resolutions, of which resolution 7 will be proposed as an ordinary resolution and resolutions 8 and 9 will be proposed as special resolutions.

Resolution 7
That the directors be and are hereby generally and unconditionally authorised pursuant to and in accordance with section 80 of the Companies Act 1985 (the ‘Act’) to exercise for the period ending at the conclusion of the next annual general meeting of the Company or on 17 December 2004 whichever is the earlier, all the powers of the Company to allot relevant securities (within the meaning of section 80 of the Act) up to an aggregate nominal amount of £501,161 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 in pursuance of any such offer or agreement as if the authority conferred hereby had not expired. This authority is in substitution for all subsisting authorities, to the extent unused.

Resolution 8
That subject to the passing of the previous resolution, the directors be and are hereby empowered pursuant to and in accordance with section 95 of the Companies Act 1985 (the ‘Act’) to allot equity securities for cash (within the meaning of section 94 of the Act) pursuant to the authority conferred by the previous resolution as if section 89(1) of the Act did not apply to any such allotment provided that this power shall be limited:

(a) to the allotment of equity securities in connection with any rights issue or other 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 (but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of any territory or the requirements of any recognised regulatory body or any stock exchange in any territory), and

(b) to the allotment of equity securities (otherwise than pursuant to sub-paragraph (a) above) up to an aggregate nominal amount of £75,174

and shall expire at the conclusion of the next annual general meeting of the Company or on 17 December 2004, whichever is the earlier, 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 directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

Resolution 9
That the Company be and is hereby granted general and unconditional authority pursuant to section 166 of the Companies Act 1985 (the ‘Act’) to make market purchases (as defined in section 163 of the Act) of ordinary shares of 5p each in the capital of the Company (‘ordinary shares’) on such terms and in such manner as the directors may from time to time determine provided that:

(a) the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company or on 17 December 2004 whichever is the earlier;

(b) the maximum number of ordinary shares shall be limited to 4,480,384 ordinary shares;

(c) the minimum price which may be paid for an ordinary share is 5p;

(d) the maximum price which may be paid for an ordinary share is an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the ten business days immediately preceding the day on which the ordinary share is purchased, and

(e) the Company may make 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 the expiry of such authority, and may make a purchase of ordinary shares in pursuance of any such contract.

By order of the board

M Sherwin
Secretary
28 July 2003

Notes

(1) Members of the Company entitled to attend and vote are entitled to appoint one or more proxies to attend and, on a poll, to vote instead of them. A proxy need not be a member of the Company. To be effective, proxy forms must be lodged with the registrars not less than 48 hours before the time fixed for the meeting. Completion of the proxy does not preclude a member from subsequently attending and voting at the meeting in person if he or she so wishes.

(2) The register of interests of the directors and their families in the share capital of the Company and copies of the contracts of service of directors with the Company or with any of its subsidiary undertakings will be available for inspection at the registered office of the Company during normal business hours (Saturdays and public holidays excepted) from the date of this notice until the conclusion of the annual general meeting.

(3) The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specified that only those shareholders registered on the register of members of the Company as at 6.00pm or close of business on 16 September 2003 shall be entitled to attend or vote at the Annual General Meeting in respect of shares registered in their name at that time. Changes to entries on the relevant register of securities after 6.00pm or close of business on 16 September 2003 shall be disregarded in determining the rights of any person to attend or vote at the meeting.

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