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Taylor Nelson Sofres (TNS)

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Wednesday 12 May, 2004

Taylor Nelson Sofres

AGM Resolutions

Taylor Nelson Sofres PLC
12 May 2004




                           COMPANIES ACT 1985 TO 1989

                           COMPANY LIMITED BY SHARES

                    RESOLUTIONS of TAYLOR NELSON SOFRES plc

                REGISTERED NO. 912624 PASSED ON 12 MAY 2004


At the annual general meeting of the company duly convened and held on 12 May
2004 the following resolutions were duly passed in respect to the special
business conducted at the meeting.


Ordinary Resolutions


8.     To consider and, if thought fit, to pass the following as an ordinary 
       resolution:

That the directors be and are hereby generally and unconditionally authorised
for the purpose of section 80 of the Companies Act 1985, to exercise all powers
of the company to allot relevant securities (within the meaning of that section)
up to an aggregate nominal amount of £8,597,551 provided that this authority
shall expire fifteen months from the date of this resolution or at the
conclusion of the annual general meeting of the company in 2005, if earlier, but
the company may before such expiry make an offer or agreement which would or
might require relevant securities to be allotted after such expiry and the
directors may allot relevant securities in pursuance of such offer or agreement
as if the authority conferred by this resolution had not expired.



Special Resolutions


9.     To consider and, if though fit, to pass, the following as a special 
       resolution:

That, subject to the passing of the previous resolution, the directors be and
they are hereby empowered pursuant to section 95 of the Companies Act 1985 (the
Act) to allot equity securities (within the meaning of section 94 of the Act)
for cash pursuant to the authority conferred by the previous resolution as if
sub-section (1) of section 89 of the Act did not apply to any such allotment
provided that:

a.     allotments of equity securities in connection with a rights issue shall
be made in a manner set out in sub-section (1) of the said section 89 but
subject to the directors having the right to make such exclusions or other
arrangements as they may deem necessary or expedient in relation to fractional
entitlements or legal or practical problems arising under the laws of any
territory, or the requirements of any recognised regulatory body or any stock
exchange; and

b.     allotments of equity securities for cash under this authority
(otherwise than in pursuance of sub-paragraph (a), above) shall be limited to an
aggregate nominal amount of £1,111,150 provided that this authority shall expire
at the conclusion of the annual general meeting of the company in 2005, or
fifteen months after the passing of this resolution, whichever is the earlier,
save that the company may before such expiry make an offer or agreement which
would or might require equity securities to be allotted after such expiry and
the directors may allot equity securities in pursuance of such offer or
agreement as if the authority conferred hereby had not expired.

A reference to allotment of equity securities also includes the allotment of any
relevant shares in the company if, immediately before the allotment, the shares
were held by the company as treasury shares.


10.     To consider and, if though fit, to pass, the following as a special 
        resolution:

That the company is hereby generally and unconditionally authorised for the
purpose of section 166 of the Companies Act 1985 (the Act) to make market
purchases (within the meaning of section 163 of the Act) on the London Stock
Exchange of ordinary shares of 5p each in the capital of the company provided
that:

a.       the maximum number of ordinary shares hereby authorised to be purchased
is 22,223,000 representing 5 per cent of the company's issued ordinary share
capital;

b.       the minimum price which may be paid for each ordinary share is 5p;

c.       the maximum price (exclusive of advance corporation tax and expenses)
which may be paid for each ordinary share is an amount equal to 105 per cent of
the average of the middle market quotations for such shares as derived from the
London Stock Exchange Daily Official List for the five business days immediately
preceding the date of purchase; and

d.       the authority hereby conferred shall expire at the conclusion of the
next annual general meeting of the company to be held in 2005 or twelve months
from the date of the passing of this resolution, if earlier, save that the
company may before the expiry of this authority make a contract or contracts to
purchase which will or may be executed wholly or partly after such expiry and
may make a purchase of ordinary shares pursuant to any such contract.

11.      To consider and, if thought fit, to pass the following as an
         ordinary resolution:

That the Employee Stock Purchase Plan (the Plan), the principal terms of which
are summarised in the Appendix of the accompanying circular and the plan
document which is produced to this meeting and signed for the purposes of
identification by the Chairman, be and is hereby approved and the directors may
be authorised to do all acts and things which they consider expedient for the
purpose of carrying the same into effect.

That the directors be and are hereby authorised to vote and be counted in the
quorum on any matter connected with the Plan, notwithstanding that they may be
interested in the same (expect that no director may be counted in a quorum or
vote in respect of his or her own participation) and the prohibition on voting
by interested directors contained in the company's articles of association be
and is hereby relaxed accordingly.


12.      To consider and, if thought fit, to pass the following as an
         ordinary resolution:

That in accordance with The Companies (Acquisition of Own Shares) (Treasury
Shares) Regulations, effective 1 December 2003, the directors be and are hereby
authorised to modify the the Executive Share Option Plan, the Equity
Participation Plan and the Worldwide Employee Sharesave Plan to the extent
necessary to facilitate the transfer of shares out of Treasury.



Signed                  .............................................

                        Ian Portal, Group Company Secretary

                        Taylor Nelson Sofres plc

                        Tel: 0044 (0)208 967 2196


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