The thirty-seventh Annual General Meeting of IMI plc will be held at the Stakis Birmingham Metropole Hotel, National Exhibition Centre, Birmingham on Friday 7 May 1999 at noon, for the following purposes:-

To consider and, if thought fit, to pass the following ordinary resolutions:

That the Directors’ report and the accounts for the year ended 31 December 1998 be approved and adopted.

That a final dividend at the rate of 9.1p per share on the ordinary share capital of the Company be declared for the year ended 31 December 1998 payable on 17 May 1999 to shareholders on the register at the close of business on 12 April 1999.

That Mr I A N McIntosh be re-elected a Director of the Company.

That Mr G J Allen be re-elected a Director of the Company.

That Mr N C Paul be re-elected a Director of the Company.

That KPMG Audit Plc be re-appointed as the Company’s auditor until the conclusion of the next Annual General Meeting of the Company.

That the Board be authorised to fix the auditor’s remuneration.

As special business, to consider and, if thought fit, to pass the following special resolutions:

That the Directors be given power pursuant to section 95 of the Companies Act 1985 to allot for cash equity securities (as defined for the purposes of section 89 of that Act) pursuant to the existing general authority conferred on them by the resolution passed at the Extraordinary General Meeting of the Company held on 12 May 1995, under section 80 of that Act as if section 89(1) of that Act did not apply to the allotment but this power shall be limited:

(i)

to the allotment of equity securities in connection with an offer or issue to or in favour of ordinary shareholders on the register on a date fixed by the Directors where the equity securities respectively attributable to the interests of all those shareholders are proportionate (as nearly as practicable) to the respective numbers of ordinary shares held by them on that date but the Directors may make such exclusions or other arrangements as they consider expedient in relation to fractional entitlements, shares represented by depository receipts, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter or thing whatsoever; and

(ii)

to the allotment (other than under (i) above) of equity securities having, in the case of relevant shares (as defined for the purposes of section 89), a nominal amount or, in the case of other equity securities, giving the right to subscribe for or convert into relevant shares having a nominal amount not exceeding in aggregate Ł4,377,000;

and shall expire fifteen months from the passing of this resolution or, if earlier, at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save that the Company may prior to such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offers or agreements notwithstanding the expiry of any power conferred by this resolution.

That pursuant to Article 8 of its Articles of Association, the Company be generally and unconditionally authorised for the purpose of section 166 of the Companies Act 1985 to make one or more market purchases (within the meaning of section 163 of that Act) of ordinary shares of 25p 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 maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 35,000,000;
(b)	the minimum price which may be paid for such shares is 25p per Ordinary Share (exclusive of expenses);
(c)	the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than 105 per cent of the average of the middle market quotations for an Ordinary Share as derived from the Stock Exchange Daily Official List for the five business days immediately preceding the date on which the Ordinary Share is purchased; and
(d)	the authority hereby conferred shall expire fifteen months from the passing of this resolution or, if earlier at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution save that the Company may make a contract or contracts 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 or contracts.

By order of the Board
J O’Shea, Secretary
6 April 1999

Notes:
1 A member entitled to attend and vote at the meeting may appoint a proxy or proxies to attend and, on a poll, to vote instead of him. A proxy need not be a member of the Company. Any instrument appointing a proxy must be received at the Company’s transfer office not less than forty-eight hours before the time fixed for the meeting.

2 If a member has more than one holding registered in his name he should receive only one copy of the Annual Report and Accounts. However, one form of proxy will be valid in respect of all his holdings. A proxy card is enclosed.

3 The Company pursuant to Regulation 34 of the Uncertificated Securities Regulations 1995, specifies that only those shareholders registered in the register of members of the Company as at 6pm on 5 May 1999 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of securities after 6pm on 5 May 1999 shall be disregarded in determining the rights of any person to attend or vote at the meeting.

4 The register of the interests of Directors and their families in the share and loan capital of the Company and the service contracts of Directors will be available for inspection on the day of the Annual General Meeting at the venue for that meeting from 11.30am until the meeting is concluded. The same documents are otherwise available for inspection during business hours at the Company’s registered office.

5 Biographical details of those Directors standing for re-election are set out in Board of Directors.