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Euromoney Ins.InvPLC (ERM)

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Friday 24 January, 2003

Euromoney Ins.InvPLC

AGM Statement

Euromoney Institutional InvestorPLC
24 January 2003


Company Number 954730

                             The Companies Act 1985


                           Company Limited by Shares


                                  RESOLUTIONS

                                       OF

                      EUROMONEY INSTITUTIONAL INVESTOR PLC

                             PASSED JANUARY 23 2003


At an Annual General Meeting of the Company held on January 23 2003 the
following resolutions were passed, as to Resolutions 1, and 3 as Special
Resolutions and as to Resolution 2 as an Ordinary Resolution.


SPECIAL RESOLUTIONS


1.       That the Company be and is hereby authorized to purchase for
cancellation its own fully paid ordinary shares by way of market purchase upon
and subject to the following conditions:-


a.            the maximum number of shares which may be purchased is 8,779,381
ordinary shares of 0.25p each, being 10 per cent of the issued ordinary share
capital on November 20 2002;


b.           the maximum price at which shares may be purchased is an amount
equal to 105 per cent of the average of the middle market quotations derived
from the London Stock Exchange Daily Official List for the ten business days
immediately preceding the day on which the shares are contracted to be
purchased, and the minimum price at which shares may be purchased is 0.25p per
share, in both cases exclusive of expenses; and


c.            the authority to purchase conferred by this Resolution shall
expire at the conclusion of the Annual General Meeting of the Company to be held
in 2004 or any adjournment thereof, provided that any contract for the purchase
of any ordinary shares as aforesaid which has been concluded before the expiry
of the said authority may be executed wholly or partly after the said authority
expires.


ORDINARY RESOLUTIONS


2.       That the directors be and are hereby generally and unconditionally
authorized pursuant to Section 80 of the Act to exercise all powers of the
Company to allot, grant options over, offer or otherwise deal with or dispose of
relevant securities (within the meaning of the said Section 80) up to an
aggregate nominal value of £54,871 provided that this authority shall expire at
the conclusion of the next Annual General Meeting of the Company after the
passing of this Resolution or any adjournment thereof or April 22 2004 whichever
is the sooner, unless renewed or extended prior to or at such meeting, save that
the Company may, before the expiry of such period, make any offer or agreement
which would or might require relevant securities to be allotted after the expiry
of such period and the directors may allot relevant securities in pursuance of
any such offer or agreement as if the authority hereby conferred had not
expired.


SPECIAL RESOLUTIONS


3.       That subject to the passing of Resolution 2 above, the directors be and
are hereby empowered pursuant to Section 95 of the Act to allot equity
securities (within the meaning of Section 94 of the Act) for cash pursuant to
the Authority conferred on them in that behalf by Resolution 2 above (as varied
from time to time by the Company in general meeting) as if sub-section (1) of
Section 89 of the Act did not apply to any such allotment provided that (without
prejudice to the authority conferred by Resolution 2 above) the power conferred
by this Resolution shall be limited:-


a.       to the allotment of equity securities in connection with a rights or
other issue in favour of ordinary shareholders where the equity securities
respectively attributable to the interests of all such shareholders are
proportionate (or as nearly as may be) to the respective numbers of ordinary
shares held by them subject only to such exclusion or other arrangement as the
directors may consider appropriate to deal with the laws of any jurisdiction in
which such shareholders may be citizens or reside or fractional entitlements,
and in connection therewith to sell, for the benefit of those shareholders who
are citizens of or resident in any overseas territory where in the opinion of
the directors it would at the time of such offer be illegal (by a relevant law)
or unduly costly or burdensome for the Company to make or for those shareholders
to accept an offer of equity securities of the Company, the equity securities to
which they would otherwise be entitled, save that proceeds (net of expenses) of
£3 or less due to any such shareholder may be retained for the benefit of the
Company; and


b.       to the allotment (otherwise than pursuant to sub-paragraph (a) above)
of equity securities having in the case of relevant shares (as defined for the
purposes of the said Section 89) a nominal amount or in the case of other equity
securities giving the right to subscribe for or convert into relevant shares
having a nominal amount not exceeding in aggregate £10,974,
and such authority shall expire at the conclusion of the next Annual General
Meeting of the Company after the passing of this resolution or any adjournment
thereof or April 22 2004, whichever is the earlier, unless renewed or extended
prior to or at such meeting except that the Company may, before the expiry of
any power contained in this resolution, make any offer or agreement which would
or might require equity securities to be allotted in pursuance of any such offer
or agreement as if the power conferred hereby had not expired.

........................................................

Chairman/Secretary



Doc Re Resolutions passed at AGM held on 23 January 2003

A Copy of the above document has been submitted to the UK Listing Authority,
and will shortly be available for inspection at the UK Listing Authority's
Document Viewing Facility, which is situated at:

Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS

Tel. no. (0)20 7676 1000

(Documents will usually be available for inspection within six normal business
hours of this notice being given).


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