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This is a standard resolution common to all annual general meetings.

All UK listed companies are required to put their remuneration report to shareholders. The full remuneration report can be found on pages 61 to 72 of the 2006 Annual Report and a summary can be found on page 15 of the Summary Financial Statement. A full copy of the remuneration report can be found at our website or a printed copy is available, on request, from the Company Secretary.

Under the Company's articles of association directors appointed by the Board are required to submit themselves for re-election at the first annual general meeting following their appointment and in addition, each director is required to retire at the third annual general meeting after he or she was last re-elected. In accordance with the articles of association, Sir Christopher O'Donnell, Chief Executive, retires at the annual general meeting and seeks re-election. Adrian Hennah, Chief Financial Officer, was appointed to the Board on 15 June 2006 and accordingly presents himself for election at the first annual general meeting since his appointment. Warren Knowlton, Richard De Schutter and Rolf Stomberg, independent non-executive directors, retire at the annual general meeting and seek re-election.
        

• Sir Christopher O'Donnell joined the Group in 1988 as managing director of the Group's medical division, was appointed a director in 1992 and was appointed Chief Executive in 1997. He is a member of the Nominations Committee. Previously he held senior positions with UK and US companies in the medical engineering and devices industry.
  
• Adrian Hennah joined the Group from Invensys plc where he was Chief Financial Officer. Previously he held various senior positions with GlaxoSmithKline.
  
• Warren Knowlton is Chairman of the Audit Committee and member of the Remuneration Committee. He is Chief Executive of Graham Packaging Inc. and a non-executive director of Filtrona plc and Ameriprise Financial Inc.
  
• Richard De Schutter is a member of the Audit Committee and Remuneration Committee. He is non-executive Chairman of Incyte Corporation and non-executive director of Varian Inc, Medpointe Pharmaceuticals, Ecolab Inc and Navicure Inc.
• Rolf Stomberg is the Senior Independent Director and Chairman of the Remuneration Committee and a member of the Audit Committee and Nominations Committee. He is Chairman of Management Consulting Group plc, Francotyp-Postalia Holding AG and Lanxess AG and a non–executive director of Reed Elsevier plc, Hoyer GmbH, T.N.T. N.V., Deutsche BP AG and Severstal.

Resolution 9 proposes the reappointment of Ernst & Young LLP as the Company's auditors to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which the accounts are laid before the Company. Resolution 10 proposes that their remuneration be determined by the directors.

Resolution 11 seeks to renew the directors' general authority to allot shares up to an aggregate nominal amount of US$52,542,311 as permitted by the Company's articles of association and pursuant to the provisions of section 80 of the Companies Act 1985. This amount is equivalent to 262,711,559 shares and represents approximately 28% of the nominal amount of the issued share capital (excluding treasury shares) as at 15 March 2007. At this date, the Company held 2,260,000 ordinary shares in treasury, representing 0.2% of the issued share capital excluding treasury shares. Other than in connection with the Company's various share-based plans for senior executives and employees, the Board has no present intention of allotting any of the unissued and uncommitted authorised share capital. No issue of shares will be made which would effectively alter control of the Company without the sanction of shareholders in general meeting.

Resolution 12 is a special resolution which seeks to renew the directors' power to allot shares or grant rights over shares or treasury shares where they propose to do so for cash and otherwise than to existing shareholders pro rata to their holdings as permitted by the Company's articles of association. Apart from rights issues, the power will be limited to the issue of shares and treasury shares for cash up to an aggregate nominal value of US$9,427,032 being 5% of the issued share capital (excluding treasury shares) at 15 March 2007. If given, this authority will expire on 2 August 2008 or at the conclusion of the annual general meeting in 2008, whichever is the earlier. The directors, in any three year period, will not issue more than 7.5% of the issued share capital on a pre-emptive basis.

Resolution 13 is a special resolution which seeks renewal of the general authority from shareholders to purchase the Company's own shares. As announced on 8 February 2007, the directors intend to purchase up to US$1.5 billion of the Company's shares over a two year period ending February 2009. In purchasing the company's shares, the directors will consider the effects on earnings per share and the benefits for shareholders generally. Any shares purchased by the Company will either be cancelled immediately and the number of shares in issue will be reduced accordingly, or held as treasury shares in accordance with the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 for re-sale, transfer for use with the company's employee share plans, or for cancelling. As at 15 March 2007, 2,260,000 ordinary shares were held in treasury. The holding of shares as treasury shares provides the Company with additional flexibility in the management of its capital base. The resolution specifies the maximum number of shares which may be purchased and the maximum and minimum prices at which they may be bought. The purchase of shares by the Company under this authority would be effected by purchases in the market.

Resolution 14 is a special resolution to amend the articles of association to allow for dividends that are declared in US dollars, which is the functional currency of the Company, to be translated into sterling at such time as the directors determine. Currently, the directors are required to determine the amount of the sterling equivalent at the time of announcement of that dividend or before. By allowing the directors to determine the timing of the sterling equivalent, the foreign exchange risks of declaring in US dollars and paying in sterling are reduced.

Resolution 15 is a special resolution to amend the articles of association relating to the authorised borrowing powers of the Company. It is proposed to delete the current formula which limits the borrowing powers to two and a half times the aggregate of the nominal amount of the issued share capital and the total of the adjusted consolidated reserves of the Company after deducting items including proposed distributions and any goodwill previously set off against reserves. If adopted, the limit for external borrowings would be set at US$6.5 billion which approximates to the amount under the formula as at 31 December 2006. Under the current formula, the amount that the group could potentially borrow is reduced as a consequence of the share buyback programme. This amendment would allow for flexibility in the funding of the Group.

Resolution 16 is an ordinary resolution to permit the Company to make use of a new regime relating to electronic communications with its shareholders. The new regime came into effect in January 2007 as a result of the implementation of certain provisions of the Companies Act 2006 and by amendments to the Disclosure and Transparency Rules of the Financial Services Authority. If this resolution is approved, the Company intends to consult with its shareholders later this year as to whether they wish to receive documents or other information from the Company in hard copy or via the Company's website.

Such consultation will require shareholders to elect either to receive future documents or information in hard copy or to receive them by electronic means. If a shareholder does not respond to the consultation within 28 days, such shareholder will be deemed to have elected to receive future documents and information from the Company by electronic means. However, shareholders who have made an election or a deemed election to receive documents or information from the Company by electronic means will still be able to notify the Company at any time that they wish to receive documents or information in hard copy. Shareholders who elect or who are deemed to have elected to receive future documents or information by electronic means, and who have registered their e-mail address with the Company's registrars, will then receive an e-mail notification as and when relevant documents or information are available on the Company's website. If no e-mail address is registered, or a registered email address is incorrect, a letter will be sent to the applicable shareholder at their registered postal address, informing them that the relevant document or information is available on the Company's website.

1. Only those shareholders on the register of members of the Company as at 6.00 pm on 1 May 2007 will be entitled to attend or vote at the annual general meeting and they may only vote in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after 6.00 pm on 1 May 2007 will be disregarded in determining the rights of any person to attend or vote at the meeting. A member who is unable to attend the meeting is entitled to appoint one or more proxies (whether members or not) to attend and, on a poll, to vote instead of him. A form for appointing a proxy is enclosed with this Notice. To be effective, the form of proxy must be completed and reach the Company's registrars not later than 2.00 pm on 1 May 2007. You may also submit your proxy electronically, see proxy card for details of how to register your vote.
   
2. CREST members holding their shares in uncertificated form who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the annual general meeting to be held on 3 May 2007 and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.
   In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with CRESTCo's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or relates to an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (CREST ID 7RA01) no later than 2.00 pm on 1 May. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. No messages received through the CREST network after this time will be accepted. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
   
   CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
   
   The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
   
3. The Company cannot accept responsibility for loss or damage arising from the opening or use of any emails or attachments from the Company and recommends that shareholders subject all messages to virus checking procedures prior to opening or use. Any electronic communication received by the Company and/or Lloyds TSB Registrars, including the lodgement of an electronic form of proxy, that is found to contain a computer virus will not be accepted.
   
4. The following documents, which are available for inspection during normal business hours at the registered office of the Company on any weekday (Saturday and public holidays excluded), and will also be available for inspection at the place of the annual general meeting from 1.30 pm on the day of the meeting until the conclusion of the meeting:
   
   1. copies of service contracts and letters of appointment of the directors with the Company;
   2. the register of interests of the directors in the share capital of the Company;
   3. copies of the deeds of indemnity of the directors; and
   4. a copy of the memorandum and proposed amended articles of association of the Company.