Directors' responsibility statement pursuant to DTR 4

The Directors confirm that to the best of their knowledge:

• the financial statements, prepared in accordance with International Financial Reporting standards as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
• the 'Business Review' includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, and that the 'Risk Management' report includes a description of the principal risks and uncertainties that they face.

Financial instruments

Information about the Group's management of financial risk can be found in notes 28 to 31 of the consolidated financial statements.

Capital management

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 14 to the consolidated financial statements, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in notes 19 to 21.

Post balance sheet events

There are no significant post balance sheet events to report.

Additional information

The following additional information is provided for shareholders as a result of the implementation of the Takeover Directive into UK Law.

As at 31 December 2008 the Company's issued share capital consisted of 213,286,497 ordinary shares of 3p each. On a show of hands at a general meeting of the Company every holder of ordinary shares present in person is entitled to vote on a show of hands and on a poll every member present in person or by proxy and entitled to vote has one vote for every ordinary share held. There are no shares in issue which carry special rights with regard to control of the Company. There are no restrictions on the transfer of ordinary shares in the Company other than those that may be imposed by law or regulation from time to time.

The Company's Articles of Association may be amended by special resolution at a general meeting of the shareholders. Directors are appointed by ordinary resolution at a general meeting of the shareholders. The Board can appoint a Director but anyone so appointed must be elected by an ordinary resolution at the next general meeting. Any Director who has held office for more than three years since their last appointment must offer themselves for re-election at the next annual general meeting.

The Directors have power to manage the Company's business subject to the provision of the Company's Articles of Association, law and applicable regulations. The Directors have power to issue and buyback shares in the Company pursuant to the terms and limitations of resolutions passed by shareholders at each annual general meeting of the Company.

New Articles are being proposed at this year's Annual General Meeting which have some impact on the rights attaching to the Company's shares. Explanatory notes relating to these changes are included in the notice of this meeting which accompanies this report.

Directors' interests in the share capital of the Company are shown in the table on page 58. Substantial shareholder interests of which the Company is aware are shown on page 58.

The Company is party to a number of commercial agreements which, in line with normal practice in the industry, may be affected by a change of control following a takeover bid. None of these agreements are, however, considered to be of material significance. There are no agreements between the Company and its directors or employees providing for compensation for loss of office of employment that occurs because of a takeover bid.

Annual General Meeting

The Annual General Meeting will be held on 1 May 2009. The Notice of Annual General Meeting circulated with this Report and Accounts contains a full explanation of the business to be conducted at that meeting. This includes a resolution to re-appoint BDO Stoy Hayward LLP as the Company's Auditors.

By order of the Board

Nicholas Rowe
Secretary
4 March 2009