Notice of EGM

WORTHINGTON GROUP PLC
2 September 1999


Extraordinary General Meeting - 29 September 1999

Worthington Group plc announce that on 2 September 1999, a circular was
despatched to shareholders convening an Extraordinary General Meeting on
Wednesday 29 September 1999 at 9am for the purpose of approving a change in the
Company's Articles of Association.

The Company's Articles of Association contain a restriction on borrowings based
on a multiple of 2.5 'Adjusted Capital and Resources'.  Significant write-downs
have been made to the carrying value of the Group's assets, as detailed in the
Chairman's Statement in the Company's Report and Accounts for the year ended 31
March 1999.  These adjustments, together with the effect of other provisions
have had the effect of reducing the Group's net assets to such a level that the
Group's borrowings exceed the maximum level permitted under the Articles.  To
regularise the position,  the Board proposes that the Articles should be altered
to substitute a borrowings multiple of 4 times Adjusted Capital and Reserves for
the current limit of 2.5 times.  It is further proposed that this multiple will
apply until the Annual General Meeting of the Company to be held in the year
2000, whereupon the limit will revert to the previous multiple of 2.5 times.

From Joseph Claude Dwek CBE
Executive Chairman