Result of AGM

Macfarlane Group PLC
22 May 2000


MACFARLANE GROUP PLC: RESOLUTIONS PASSED AT AGM

The Board of Macfarlane Group PLC is pleased to announce
that the following resolutions were passed at the Annual
General Meeting of the Company on 22 May 2000:-

1.   To receive and adopt the directors' report and the
     accounts for the year ended 31 December 1999.

2.   To declare a final dividend.

3.   To elect Iain D Duffin as a director of the company.

4.   To elect John Love as a director of the company.

5.   To re-elect Michael Clark as a director of the 
     company.

6.   To re-appoint the auditors and to authorise the
     directors to determine their remuneration.

7.   To give the Directors authority under Section 80 of
     the Companies Act 1985 to allot relevant securities in
     the next five years.

8.   To empower the directors for the period from the
     passing of this resolution until the conclusion of the
     annual general meeting to be held in 2000 to allot equity
     securities of the company in accordance with the
     provisions of Section 95 of the Companies Act 1985 up to
     a maximum nominal amount of £1,585,353 as if section
     89(1) of the Companies Act 1985 did not apply to such an
     allotment: and that, the directors on behalf of the
     company shall be entitled to make at any time prior to
     the expiry of the power hereby conferred any offer or
     agreement which would or might require equity securities
     to be allotted after its expiry.

9.   To approve the rules of The Macfarlane Group PLC
     Bonus Deferral Plan 2000.

10.  To approve the rules of The Macfarlane Group PLC
     Company Share Option Plan 2000.

11.  To approve the rules of The Macfarlane Group PLC
     Executive Share Option Scheme 2000.

12.  To approve the rules of The Macfarlane Group PLC
     Savings Related Share Option Scheme 2000.

13.  To approve, conditional upon Royal Assent to the
     Finance Bill 2000 being given, the rules of The
     Macfarlane Group PLC All-Employee Share Ownership Plan.

14.  To give the Company authority to make market
     purchases as defined in Section 163(3) of the Companies
     Act 1985 up to maximum number of 12,682,824 ordinary
     shares.

All the resolutions were ordinary resolutions except
resolution eight which was a special resolution.

Contacts   Iain D Duffin
           Chief Executive    0141 333 9666
            
           John Love
           Finance Director   0141 333 9666