Resolution 1: Directors' Report and Accounts
'To receive the accounts for HHG PLC for the year ended 31 December 2003 and the
reports of the Directors and the auditors thereon.'
For Against Abstain Proxy's Total
Discretion (excluding
Abstain)
Total 1,341,070,397 1,130,883 5,366,740 65,108,742 1,407,310,022
number of
proxy votes
exercisable
by all
proxies
validly
appointed:
Resolution 2: Directors' Remuneration Report
'To approve the Directors' Remuneration Report for the year ended 31 December
2003.'
For Against Abstain Proxy's Total
Discretion (excluding
Abstain)
Total 1,314,920,830 15,344,516 17,008,768 65,233,629 1,395,498,975
number of
proxy votes
exercisable
by all
proxies
validly
appointed:
Resolutions 3 to 11: Appointment of existing Directors
Resolution 3: 'To appoint Sir Malcolm Bates as a Director of the Company.'
For Against Abstain Proxy's Total
Discretion (excluding
Abstain)
Total 1,309,171,077 32,041,018 5,392,847 65,165,779 1,406,377,874
number of
proxy votes
exercisable
by all
proxies
validly
appointed:
Resolution 4: 'To appoint Mr P J Costain as a Director of the Company.'
For Against Abstain Proxy's Total
Discretion (excluding
Abstain)
Total 1,231,301,600 100,898,389 14,259,806 65,226,455 1,397,426,444
number of
proxy votes
exercisable
by all
proxies
validly
appointed:
Resolution 5: 'To appoint Mr R P Handley as a Director of the Company.'
The proposed resolution lapsed
Resolution 6: 'To appoint Mr N T Hiscock as a Director of the Company.'
For Against Abstain Proxy's Total
Discretion (excluding
Abstain)
Total 1,339,964,533 1,836,967 5,448,854 65,271,184 1,407,072,684
number of
proxy votes
exercisable
by all
proxies
validly
appointed:
Resolution 7: 'To appoint Mr A C Hotson as a Director of the Company.'
For Against Abstain Proxy's Total
Discretion (excluding
Abstain)
Total 1,337,792,874 1,214,035 8,209,392 65,283,775 1,404,290,684
number of
proxy votes
exercisable
by all
proxies
validly
appointed:
Resolution 8: 'To appoint Mr I W Laughlin as a Director of the Company.'
For Against Abstain Proxy's Total
Discretion (excluding
Abstain)
Total 1,339,869,520 1,927,014 5,452,007 65,247,523 1,407,044,057
number of
proxy votes
exercisable
by all
proxies
validly
appointed:
Resolution 9: 'To appoint Mr D J S Roques as a Director of the Company.'
For Against Abstain Proxy's Total
Discretion (excluding
Abstain)
Total 1,336,912,500 1,892,006 8,285,110 65,334,704 1,404,139,210
number of
proxy votes
exercisable
by all
proxies
validly
appointed:
Resolution 10: 'To appoint Sir William Wells as a Director of the Company.'
For Against Abstain Proxy's Total
Discretion (excluding
Abstain)
Total 1,301,475,534 33,244,409 11,581,212 65,323,191 1,400,043,134
number of
proxy votes
exercisable
by all
proxies
validly
appointed:
Resolution 11: 'To appoint Mr R P Yates as a Director of the Company.'
For Against Abstain Proxy's Total
Discretion (excluding
Abstain)
Total 1,336,456,291 1,882,622 8,819,986 65,282,837 1,403,621,750
number of
proxy votes
exercisable
by all
proxies
validly
appointed:
Resolution 12: Reappointment of Auditors
'To reappoint Ernst & Young LLP as Auditors to the Company until the conclusion
of the next general meeting at which accounts are laid.'
For Against Abstain Proxy's Total
Discretion (excluding
Abstain)
Total 1,337,767,043 5,308,658 4,276,730 65,215,434 1,408,291,135
number of
proxy votes
exercisable
by all
proxies
validly
appointed:
Resolution 13: Remuneration of the Auditors
'To authorise the Directors to agree the remuneration of the Auditors.'
For Against Abstain Proxy's Total
Discretion (excluding
Abstain)
Total 1,340,885,029 1,852,975 4,631,539 65,197,236 1,407,935,240
number of
proxy votes
exercisable
by all
proxies
validly
appointed:
Resolution 14: Establishment of the Henderson Share Incentive Plan
'To approve the establishment of the Henderson Share Incentive Plan, the main
terms of which are described on pages 7 and 8 of the booklet which contains the
Notice convening this meeting and a copy of the draft trust deed and rules of
which are signed by the Chairman for identification purposes, and authorise the
Directors to make such amendments as necessary to obtain Inland Revenue approval
to the same.'
For Against Abstain Proxy's Total
Discretion (excluding
Abstain)
Total 1,337,923,602 5,347,905 4,208,707 65,221,273 1,408,492,780
number of
proxy votes
exercisable
by all
proxies
validly
appointed:
Resolution 15: Establishment of other HHG Share Incentive Plans
'To authorise HHG PLC and any of its subsidiaries to establish such employee
incentive plans as the Directors may consider appropriate for the benefit of
employees of HHG PLC and any of its subsidiaries (including directors), provided
that any such plans are based on and are substantially the same as the Henderson
Share Incentive Plan subject to such modifications (including making provision
for the payment of cash amounts instead of shares) as the Directors consider are
necessary or desirable to take account of relevant local tax, exchange control,
securities laws and administrative costs.'
For Against Abstain Proxy's Total
Discretion (excluding
Abstain)
Total 1,334,771,481 8,363,920 4,352,676 65,215,317 1,408,350,718
number of
proxy votes
exercisable
by all
proxies
validly
appointed:
Resolution 16: Authority to make 'political donations'
'To authorise HHG PLC to make donations to European Union (EU) political
organisations not exceeding £100,000 in total and to incur EU political
expenditure not exceeding £100,000 in total, during the period beginning with
the date of the 2004 annual general meeting and ending on the date of the 2005
annual general meeting. For the purposes of this Resolution, 'donations', 'EU
political organisations' and 'EU political expenditure' have the meaning given
to them in part XA of the Companies Act 1985.'
For Against Abstain Proxy's Total
Discretion (excluding
Abstain)
Total 1,276,412,892 55,392,721 15,743,917 65,078,202 1,396,883,815
number of
proxy votes
exercisable
by all
proxies
validly
appointed: