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Shareholder Information
Board of Direcctors
 
  The thirty-ninth Annual General Meeting of IMI plc will be held at the Hilton Birmingham Metropole Hotel, National Exhibition Centre, Birmingham, on Friday 11 May 2001 at noon, for the following purposes:-
 
 
A To consider and, if thought fit, to pass the following ordinary resolutions:
   
1 That the Directors' report and the audited accounts for the year ended 31 December 2000 be approved and adopted.
   
2 That a final dividend at the rate of 9.5p per share on the ordinary share capital of the Company be declared for the year ended 31 December 2000 payable on 21 May 2001 to shareholders on the register at the close of business on 6 April 2001.
   
3 That Mr R B Pointon be re-elected a Director of the Company.
   
4 That Mr T J Slack be re-elected a Director of the Company.
   
5 That KPMG Audit Plc be re-appointed as the Company's auditor until the conclusion of the next Annual General Meeting of the Company.
   
6 That the Board be authorised to determine the auditor's remuneration.
   
B To consider and, if thought fit, to pass the following special resolutions:
   
1

That the Directors be given power to allot for cash equity securities (as defined for the purposes of section 89 of the Companies Act 1985) pursuant to the general authority conferred on them by the resolution passed at the Annual General Meeting of the Company held on 19 May 2000 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; 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 £4,300,000;

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 before this power expires make offers or agreements which would or might require equity securities to be allotted after it expires.
   
2 That pursuant to Article 8 of its Articles of Association, the Company is generally and unconditionally authorised to make one or more market purchases (within the meaning of section 163 of the Companies Act 1985) 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 number of Ordinary Shares that may be purchased under this authority is 35,000,000 (representing approximately 10 per cent of the Company's issued ordinary share capital);
   
(b) the maximum price which may be paid for an Ordinary Share purchased under this authority shall be 105 per cent of the average of the middle market prices shown in the quotations for Ordinary Shares in the Stock Exchange Daily Official List for the five business days immediately preceding the day on which that Ordinary Share is purchased and the minimum price which may be paid shall be 25p per Ordinary Share (in each case exclusive of expenses if any payable by the Company);
   
(c) 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 this authority before its expiry which will or may be executed wholly or partly after the expiry of this authority; and
   
(d) all existing authorities for the Company to make market purchases of Ordinary Shares are revoked except in relation to the purchase of Ordinary Shares under a contract or contracts concluded before the date of this resolution and which has not yet been executed.
   
 
 

By order of the Board
John O'Shea, Secretary

9 April 2001

Registered Office:
Kynoch Works
Witton
Birmingham
B6 7BA
 
  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/her. A proxy need not be a member of the Company. Any instrument appointing a proxy must be received at Lloyds TSB Registrars The Causeway Worthing BN99 6BY 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/her name he/she should receive only one copy of the Annual Report and Accounts. However, one form of proxy will be valid in respect of all his/her 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 on the register of members of the Company as at 6 pm on 9 May 2001 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 6 pm on 9 May 2001 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 11.30 am 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 Mr R B Pointon and Mr T J Slack are set out in the Board of Directors report.