AGM Statement

Legal & General Group PLC
25 March 2003



25 March 2002.




LEGAL & GENERAL GROUP PLC

2002 REPORT AND ACCOUNTS AND FORMS OF PROXY

Legal & General Group Plc's report and accounts for the year ended 31 December
2002, together with the forms of proxy for the forthcoming Annual General
Meeting, have 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.

The 2002 Report and Accounts includes the notice of the 24th Annual General
Meeting of Legal & General Group Plc which will be held at The Institution of
Electrical Engineers, Savoy Place, London WC2R OBL on Wednesday, 30 April 2003
at 11.30 a.m. for the following purposes:

1. To receive and consider the Report and Accounts for the year ended 31
December 2002.

2. To declare a final dividend of 3.25p per ordinary 21/2p share.

3. By separate resolutions to re-elect the following as Directors of the Company
who are retiring by rotation:

     (a) B. H. Asher

     (b) B. C. Hodson

     (c) A. W. Palmer

     (d) R. A. Phipps

and to elect the following director who has been appointed since the last Annual
General Meeting:

      T. C. Parker

To consider and, if thought fit, to pass the following resolutions, which will
be proposed as ordinary resolutions:

4. ORDINARY RESOLUTION

THAT PricewaterhouseCoopers LLP be reappointed as auditors of the Company
(having previously been appointed by the Board to fill the casual vacancy
arising by reason of the resignation of PricewaterhouseCoopers), to hold office
until the conclusion of the next general meeting at which accounts are laid
before the Company and that their remuneration be fixed by the directors.

5. ORDINARY RESOLUTION

To approve the Directors' Report on Remuneration as set out on pages 26 to 31 of
the Report and Accounts.

6. ORDINARY RESOLUTION

THAT the directors of the Company be and they are hereby generally and
unconditionally authorised, pursuant to Section 80 of the Companies Act 1985, to
exercise all powers of the Company to allot relevant securities (within the
meaning of Section 80 of that Act) up to an aggregate nominal amount of
£8,127,831, being 5% of the issued share capital of the Company as at 31
December 2002, in substitution for all previous such authorities, provided that
this authority shall (unless renewed) expire on the conclusion of the Annual
General Meeting of the Company to be held in 2004, except that the Company may
at any time prior to the expiry of such authority make an offer or agreement
which would or might require relevant securities to be allotted after the expiry
of such authority.

To consider and, if thought fit, to pass the following resolutions, which will
be proposed as special resolutions:

7.SPECIAL RESOLUTION

THAT, subject to the passing of resolution No. 6, the directors of the Company
be and they are hereby authorised pursuant to Section 95 of the Companies Act
1985 to allot equity securities (within the meaning of Section 94 of that Act)
under the authority conferred by resolution No. 6 as if Section 89(1) of that
Act did not apply, provided that this authority shall be limited to:

(a) the allotment of equity securities in connection with a rights issue in
favour of shareholders where the equity securities are offered to each
shareholder in the same proportion (as nearly as may be) to the number of shares
held by each shareholder (subject to such exclusions or other arrangements as
the directors of the Company may think fit in connection with fractional
entitlements or legal or practical problems arising in connection with the laws
of, or requirements of, any recognised regulatory body or stock exchange in any
territory); and

(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity
securities up to an aggregate nominal value of £8,127,831 being 5% of the issued
share capital of the Company as at 31 December 2002 and shall expire fifteen
months following the passing of this resolution or, if earlier, on the
conclusion of the Annual General Meeting of the Company to be held in 2004
except 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 of the Company may allot equity securities in pursuance of
such offer or agreement as if the power conferred hereby had not expired.

8. SPECIAL RESOLUTION

THAT the directors of the Company be and they are hereby granted, pursuant to
Article 7 of the Articles of Association of the Company and in accordance with
Section 166 of the Companies Act 1985, general and unconditional authority to
make market purchases of any of its ordinary shares upon, and subject to, the
following conditions:

(a) the maximum number of ordinary shares in the Company hereby authorised to be
acquired is 325,113,232 shares, being 5% of the issued share capital of the
Company as at 31 December 2002.

(b) the minimum price which may be paid for each ordinary share is 21/2p.

(c) the maximum price which may be paid for ordinary shares is an amount equal
to 105% of the average of the middle market quotations for an ordinary share
taken from the London Stock Exchange Daily Official List for the five business
days immediately preceding the day on which the ordinary shares are purchased;
and

(d) the authority hereby conferred shall (unless renewed) expire on the
conclusion of the Annual General Meeting to be held in 2004 except that the
Company may at any time prior to the expiry of such authority enter into a
contract for the purchase of ordinary shares which would or might be completed
wholly or partly after the expiry of such authority.

EARNINGS PER SHARE (Modified Statutory Solvency (MSS) basis)

Earnings per share have been calculated in accordance with Financial Reporting
Standard (FRS) 14, Earnings per share, using the weighted average number of
ordinary shares in issue and the MSS profits for the financial year and were:

Based on operating profit on continuing operations after tax: 5.88p (diluted
5.78p)

Based on loss for the financial period: (3.07)p (diluted (3.07)p)

The earnings per share figures for 2002 reported in the 2002 Preliminary Results
Announcement assumed a full year's dilution in respect of the rights issue
rather than time weighting the dilution as required by FRS 14. The earnings per
share figures on this basis were:

Based on operating profit on continuing operations after tax: 5.32p (diluted
5.25p)

Based on loss for the financial period: (2.77)p (diluted (2.77)p)

CORPORATE SOCIAL RESPONSIBILITY REPORT

Legal & General's Corporate Social Responsibility report is now available on our
web site at:

http://www.legalandgeneral.com/newcorporate/csr_intro.shtml.


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