Result of AGM

Stanelco PLC
03 June 2004


                                  Stanelco Plc

                                 Results of AGM

At the AGM of Stanelco Plc held this afternoon all the resolutions proposed were
duly passed, including resolutions 9,10 and 11 (the texts of which are set out
below) which did not relate to ordinary business (as defined in the Listing
Rules).

Resolutions 9 to 11 were as follows:

'9. THAT:

(a) the Stanelco PLC Enterprise Management Incentive Scheme ('the Scheme'), to
be constituted by the rules produced in draft to this Meeting and for the
purpose of identification initialled by the Chairman thereof, the principal
terms of which are summarised in Appendix 1 to this Notice of Annual General
Meeting, is hereby approved and adopted; and

(b) the Directors are hereby authorised to grant options, in accordance with the
rules of the Scheme, to employees of the Group selected by the Remuneration
Committee and to do all acts and things necessary to effect the grant of such
options (including the making of such changes to the form of the option
agreement used pursuant to the Scheme as may be necessary or desirable to comply
with London Stock Exchange requirements and/or institutional requirements and/or
any changes in legislation),

10. THAT:

(a) the Company be and is hereby authorised to grant an option to Graham
Whitchurch to subscribe for 8,000,000 ordinary shares in the capital of the
Company at a price of 3.5 pence per share and on the terms summarised in
Appendix 2 to this Notice of Annual General Meeting;

(b) the Company be and is hereby authorised to grant an option to Terry Robbins
to subscribe for 8,000,000 ordinary shares in the capital of the Company at a
price of 4.75 pence per share and on the terms summarised in Appendix 3 to this
Notice of Annual General Meeting; and

(c) the Directors be and are hereby authorised to do all acts and things
necessary to effect the grant of such share options, including the making of any
changes to the form of option agreement which may be necessary or desirable to
comply with London Stock Exchange requirements and/or institutional requirements
and/or any changes in legislation.

11. THAT:

(a) the trust deed and rules of the Stanelco PLC Share Incentive Plan ('the
Plan'), the main features of which are summarised in Appendix 4 to this Notice
of Annual General Meeting be and are hereby approved and

(b) the Directors be and are hereby authorised to:

(i) make awards subject to and in accordance with the rules of the Plan and to
make all decisions and exercise all discretions on behalf of the Company for the
purposes of the operation of the Plan;

(ii) do all such acts and things as they may consider necessary or desirable to
implement and operate the Plan including, without limitation, making any changes
which they consideration necessary to maintain the approval of the Plan by the
Inland Revenue;

(iii) make such amendments to the Plan and/or any documents ancil1ary to it as
in the opinion of the Directors may be necessary or desirable (or as may be
consequential thereon) to comply with overseas securities laws, exchange
control, taxation and/or other legislation and to do al1 acts and things
necessary or desirable to give effect to such amendments; and

(iv) vote and be counted in a quorum or any matter connected with the Plan
notwithstanding that they may be interested in the same, except that no Director
may be counted in a quorum or vote in respect of his own participation, and any
provisions of the Articles of Association of the Company be and are hereby
relaxed to that extent accordingly.'




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