Ordinary Business
1. To receive and adopt the directors' report and the audited accounts for the year ended 30 September 2001.

2. To declare a final dividend of 12.6 pence per ordinary share in respect of the year ended 30 September 2001.

3. To re-elect Mr. Richard Westaway Atkinson as a director, who retires by rotation under Article 76 of the Company's Articles of Association.

4. To re-elect Mr. Robert Gregory Baddeley as a director, who retires by rotation under Article 76 of the Company's Articles of Association.

5. To re-elect Mr. James Robert Crew as a director, who retires by rotation under Article 76 of the Company's Articles of Association.

6. To reappoint Arthur Andersen as auditors and to authorise the directors to fix the auditors' remuneration.

Special Business
To consider and, if thought fit, pass the following resolutions, resolution 7 being proposed as an ordinary resolution and resolutions 8 and 9 being proposed as special resolutions:

7. That for the purposes of Section 80 of the Companies Act 1985 ("the Act") (and so that expressions used in this resolution shall bear the same meaning as in the said Section) the directors be and they are hereby generally and unconditionally authorised to exercise all powers of the Company to allot relevant securities up to an aggregate nominal amount of £773,400, being not more than one third of the Company's issued share capital at 15 December 2001, provided that:

(i) this authority will expire at the conclusion of the next Annual General Meeting of the Company held after the passing of this resolution or 15 months after the passing of this resolution whichever is the earlier except to the extent that the same is rene wed or extended on or before that date;

(ii) the Company may prior to the expiry of such period make any offer or agreement which would or might require rele vant securities to be allotted under this authority after it expires and the directors may allot relevant securities in pursuance of any such offer or agreement notwithstanding the expiry of the authority given by this resolution, and

(iii) the authority hereby given shall be in substitution for any existing authorities under Section 80 of the Act.

8. That, subject to the passing of resolution 7, in accordance with Section 95(1) of the Act, the directors of the Company be and they are hereby authorised to make allotments of equity securities (as defined in Section 94(2) of the Act) for cash, pursuant to the general authority conferred upon them in accordance with Section 80 of the Act by resolution 7 above as if Section 89(1) of the Act did not apply to any such allotments so that:

(i) reference to allotment in this resolution shall be construed in accordance with Section 94(3) of the Act; and

(ii) the power conferred by this resolution shall enable the Company to make any offer or agreement before the expiry of the period stated in (b) below which would or might require equity securities to be allotted after the expiry of the said power and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding the expiry of such power;

PROVIDED however that the power conferred by this resolution shall:

a) be limited:

(i) to the allotment of equity securities which are offered to all the holders of issued ordinary shares of the Company (at a date selected by the directors of the Company) where the equity securities respectivel y allotted to the holders of ordinary shares are as nearly as practicable in proportion to the number of ordinary shares held by them respectively but subject to such exclusions and other arrangements that the directors of the Company may deem necessary or expedient in relation to fractional entitlements or any legal or practical difficulties under the laws of any territory or the requirements of any regulatory body or stock exchange;

(ii) to the allotment (otherwise than pursuant to sub-paragraph (a)(i) above) of equity securities up to an aggregate nominal value of £116,000 being not more than 5% of the Company's issued ordinary share capital at the 15 December 2001; and

b) expire at the conclusion of the next Annual General Meeting of the Company held after the passing of this resolution or 15 months from the passing of this resolution whichever is the earlier except to the extent that the same is renewed or extended on or before that date.

9. That the Company be and is hereby generally and unconditionally authorised, pursuant to Section 166 of the Act, to make one or more market purchases (within the meaning of Section 163 of the Act) of ordinary shares of 5p each in the capital of the Company ("ordinary shares" or singularly "ordinary share") on such terms and in such manner as the directors may from time to time determine, provided that:

i) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 4,640,900 (representing just less than 10% of the Company's issued ordinary share capital at 15 December 2001);

ii) the minimum price which may be paid for such ordinary shares is 5p per share (exclusive of expenses);

iii) the maximum price (exclusive of expenses) which may be paid for an ordinary share is not more than 5% above the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceeding the day on which the ordinary share is purchased;

iv) unless previously revoked or varied, the authority hereby conferred shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company held after the passing of this resolution and 15 months after the passing of this resolution; and

v) 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 and completed wholly or partly after the expiry of such authority, and the Company may make a purchase or purchases of ordinary shares in pursuance of any such contract or contracts.

By order of the Board

J. A. Vickers ACIS Secretary

Hartford Manor, Greenbank Lane, Northwich, Cheshire CW8 1HW

14 January 2002

Notes

1 A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, to vote instead of him or her. A proxy need not be a member of the Company. To be valid the form of proxy, duly executed, together with any power of attorney or other authority under which it is executed, must be deposited with Northern Registrars, Northern House, Woodsome Park, Fenay Bridge, Huddersfield, HD8 0LA no later than 48 hours before the Meeting. Completion and return of the form of proxy will not prevent a member attending the Meeting and voting in person if he or she so wishes. A form of proxy for use at the Meeting is enclosed herewith.

2 Pursuant to the Uncertificated Securities Regulations 1995, the Company has specified that only those shareholders registered in the Register of Members of the Company at 2.30 p.m. on 24 February 2002 will be entitled to attend and vote at the Meeting in respect of the number of Shares registered in their name at that time. Changes to the Register of Members after 2.30 p.m. on 24 February 2002 will be disregarded in determining the rights of any person to attend and vote at the Meeting.

3 Copies of the Register of the Directors' Interests in the share capital of the Company and the Directors' Service Agreements will be available for inspection at the registered office of the Company during normal business hours on any business day (Saturdays, Sundays and public holidays excepted) from the date of this Notice up to and including the date of the Annual General Meeting and will also be available for inspection at The Oaklands Hotel, Millington Lane, Gorstage, Weaverham, Northwich, Cheshire CW8 2SU from 12 noon on the day of the Annual General Meeting until its conclusion.