Holding in Company

Johnson,Matthey PLC
1 August 2001

LETTER TO JOHNSON MATTHEY PLC

JOHNSON MATTHEY PLC 
£1 ORDINARY SHARES ('SHARES')

We write to advise you that we, Schroder Investment Management Limited, have an
interest in 24,270,262 shares which are held in portfolios managed by us on a
discretionary basis for clients under investment management agreements.

We believe our interest represents 10.906% of the total number of shares in
issue, namely 222,532,077 shares.

Included in this figure are:-

(i)   11,986,461 shares registered or to be registered in the name of our       
      wholly-owned subsidiary nominee company, Schroder Nominees Limited        
      (Schroder Nominees),

(ii)  2,003,854 shares held in (a) unit trust(s) operated and managed by another
      wholly-owned subsidiary, Schroder Unit Trusts Limited (SUTL), and         
      registered or to be registered in the name of Chase Nominees Limited

(iii) 10,279,947 shares neither registered nor to be registered in the name of  
      Schroder Nominees Limited. The registration details are shown on the      
      enclosed schedule.

This notification is made to you:-

(a) in respect of our interest as investment managers and also by virtue of the 
    fact that we are the parent company of SUTL,

(b) on behalf of SUTL in relation to the interest it is treated as having       
    respectively under the Companies Act 1985 (the Act), and

(c) on behalf of Schroders plc., our holding company, which is treated as having
    an interest in all of the above shares under the Act by virtue of its       
    ownership of ourselves.


From Alison Dunn
 
                            JOHNSON MATTHEY PLC 

                                 SCHEDULE
REGISTRATION                                                     AMOUNT
Bank of New York                                                 25,000
Banque Internationale du Luxembourg                              20,000
Bath Street Nominees Limited                                      5,756
British Coal Staff Superannuation Scheme (Client) Nominees Ltd  744,304
a/c:P
BT Globenet Nominees Limited a/c: 6B                            613,500
Chase Manhattan Bank                                            158,900
Chase Nominees Limited                                        1,300,915
Chase Nominees Limited a/c: F02391                              386,752
HSBC Bank International a/c 10096301                             28,000
HSBC Global Custody Nominee (UK) Ltd a/c: 771401                 15,022
Mellon Trust                                                    160,000
Mineworkers Pension Scheme (Client) Nominees Limited a/c: R     320,474
Morgan Nominees Limited a/c: CCC                                115,143
Morgan Nominees Limited 'A' a/c                                   7,820
Morgan Nominees Limited 'B' a/c                                 217,761
Morgan Nominees Ltd a/c: GRL                                    116,000
MSS Nominees Limited a/c: 756593                                 83,712
MSS Nominees Limited a/c: 759371                                 22,100
MSS Nominees Limited a/c: 766653                                495,300
MSS Nominees Limited a/c: 823666                                 50,000
MSS Nominees Limited a/c: 846435                                 71,214
MSS Nominees Limited a/c: 831286                                700,363
MSS Nominees Ltd a/c 809797                                     112,357
MSS Nominees Ltd a/c 809803                                      46,763
Network Nominees (six) Ltd                                      496,500
Nortrust Nominees Limited                                     2,172,831
Nortrust Nominees Limited a/c: SRC13                             26,250
Nortrust Nominees Limited a/c: BOCPF                            135,375
Nutraco Nominees Limited                                        157,396
Nutraco Nominees Ltd a/c GWPPCEF                                314,600
Nutraco Nominees Ltd a/c: GWPPMPS                                73,000
Pictet & Cie                                                    144,000
RBSTB Nominees Limited                                          351,450
RBSTB Nominees Ltd a/c ESPSBEB                                   86,692
RBSTB Nominees Ltd a/c: LAUR                                     13,000
RBSTB Nominees Ltd. a/c: AAUKPS                                  54,256
RBSTB Nominees Ltd a/c: SUNPEN                                    1,400
Royal Bank. of Scotland                                          13,320
Stale Street Nominees Limited                                   274,721  
Stale Street Nominees Limited a/c: 4L9Q                         100,000
                                                             10,231,947
Held by Schroders Offices Abroad 
Hong Kong                                                        48,000

Overall Total                                                10,279,947