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Report & Accounts 2005

Shareowner Information


There are at present no UK foreign exchange control restrictions on remittance of dividends on the Company's ordinary shares or on the conduct of the Company's operations. There are no restrictions under the Company's Memorandum and Articles of Association or under English law that limit the right of non-resident or foreign owners to hold or vote the Company's ordinary shares. In the event that a person who is or was interested in ordinary shares fails to give the Company any information required by a notice given pursuant to Section 212 of the Companies Act 1985 (as amended) (the "Companies Act") (which confers upon public companies the power to require information with respect to interests in their voting shares) within the time specified in the notice, the Company may apply to the Court for an order, inter alia, that no voting rights be exercisable in respect of such shares and that no shares be issued or (except on liquidation) payment be made by the Company in respect of such shares. The owner shall also not be entitled to attend or vote at meetings, and (in the case of a person who owns at least 0.25% in number or nominal value of the shares, or any class of shares in issue) the Board of Directors of the Company may withhold payment of all or part of any dividends. The owner shall not be entitled to receive shares in lieu of dividend and the Board of Directors of the Company may decline to register a transfer of shares in certain circumstances, if (a) the Company has given notice to the registered holder requiring the delivery of an ownership declaration by the beneficial owner pursuant to the Articles of Association (the "Articles") of the Company; (b) no such declaration has been delivered during the period of 14 days since the service of the notice; and (c) the Company has given a further notice to the registered holder in accordance with the Articles.

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Under the Companies Act, any person who acquires (alone or, in certain circumstances, with others) a material interest in the voting share capital of the Company equal to, or in excess of, 3% or a non-material interest equal to, or in excess of, 10% comes under an obligation to disclose prescribed particulars to the Company in respect of those ordinary shares. An obligation of disclosure also arises where such person's notifiable interest subsequently falls below the notifiable percentage or, where, above that level, the percentage (expressed in whole numbers) of the Company's voting share capital in which a person has a notifiable interest, increases or decreases.

As detailed in Substantial shareholdings of the Directors' Report, at the date of this Report the Company holds three notifications of interests amounting to 3% or more in the issued share capital of the Company in accordance with sections 198 to 208 of the Companies Act. The table below details notifications of interests, in accordance with the Companies Act, from 1 January 2002 to 13 March 2006.

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Notifications of Share Interests


Date of notification Interested party Number of shares
in which there
is an interest
(in millions)
Interest in
issued share
capital
(in %)
2002    
18 June Legal & General Investment Management 61.7 Increase to 3.0
12 July Barclays PLC 63.3 Increase to 3.1
19 November Barclays PLC 60.6 Decrease to 2.9
2003      
13 February Barclays PLC 61.8 Increase to 3.0
27 February Franklin Resources, Inc. 62.3 Increase to 3.0
19 March Franklin Resources, Inc. 83.0 Increase to 4.0
6 May Barclays PLC 60.4 Decrease to 2.9
24 July Franklin Resources, Inc. 103.2 Increase to 5.0
2004      
5 January Franklin Resources, Inc. 123.7 Increase to 6.0
10 May Franklin Resources, Inc. 119.2 Decrease to 5.8
2005      
1 June Barclays PLC 80.9 Increase to 3.9
12 September Franklin Resources, Inc. 103.1 Decrease to 5.0
2006      
12 January Barclays PLC 62.5 Decrease to 2.9
1 February Barclays PLC 62.6 Increase to 3.0