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Taylor Nelson Sofres (TNS)

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Monday 07 July, 2003

Taylor Nelson Sofres

Result of EGM

Taylor Nelson Sofres PLC
7 July 2003


                         COMPANIES ACT 1985 TO 1989 
                         COMPANY LIMITED BY SHARES 

                    RESOLUTION of TAYLOR NELSON SOFRES plc 
                              (the Company) 

                REGISTERED NO. 912624 PASSED ON 4 JULY 2003

At the Extraordinary General Meeting of the Company duly convened and held on 4 
July 2003 the following resolution was duly passed at the meeting.

Ordinary Resolution

THAT:

a)   the proposed acquisition (the Acquisition) by the Company and/or any of 
     its subsidiary undertakings of, amongst other things, the whole or any 
     part of the share capital of NFO WorldGroup, Inc set out in the circular of 
     shareholders (incorporating listing particulars) of the Company dated 17 
     June 2003 (the Circular) on the terms and conditions in the agreement dated 
     14 May 2003 between (1) the Company and (2) The Interpublic Group of 
     Companies, Inc. (the Acquisition Agreement) and related agreements, a 
     summary of which is contained in Part 5 of the Circular, and on such other 
     non-material terms and conditions (including any amendments, revisions, 
     variations or waivers) as the directors of the Company (or any duly 
     constituted committee thereof) may consider appropriate, be and hereby is 
     approved and the Directors be and they are hereby authorised to a take all 
     steps necessary or, in the opinion of the Directors, desirable to implement 
     and give effect to the Acquisition Agreement and to complete the 
     Acquisition; and

b)   the limit on the borrowings of the Company and its subsidiary contained 
     in article 95B of the Articles of Association of the Company, be increased 
     from twice the Adjusted Total of Capital and Reserves (as defined in the 
     Articles of Association) to 2.25 times the Adjusted Total of Capital and 
     Reserves.
 

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