14/01/2002

While there is no Stock Exchange requirement to announce results of EGMs, we did undertake to shareholders today to include the proxy votes on each of the resolutions passed at today's EGM, as follows:

Ordinary Resolution 1 (changes to SAYE)
793.2m for, 77.7m against, 5.1m abstaining
Ordinary Resolution 2 (establishment of employee share schemes in other countries)
756.1m for, 114.6m against, 5.3m abstaining
Ordinary Resolution 3 (changes to executive share options)
687.2m for, 176.2m against, 12.6m abstaining
Special Resolution 4 (reduction of share premium)
870.0m for, 1.1m against, 4.9m abstaining

Commenting on the proxy voting, Martin Griffiths, the Group Finance Director who chaired today's meeting of shareholders, said: "We are pleased that over 66% of shares in issue were voted by proxy, which is considerably higher than the average voting for UK plcs. We also note that the numbers of shares voted by proxy in favour of each resolution represent more than 51% of all shares in issue (over 75% in the case of the special resolution), even counting as abstaining all shares which were not voted on this occasion."