AGM Resolutions Passed

TBI PLC
18 August 2004

                                    TBI plc



                               Resolutions Passed





At the annual general meeting held at Cardiff Hilton Hotel, Cardiff on Friday,
30 July 2004 at 12 noon, all of the resolutions put to the meeting were duly
passed and the following resolutions were duly passed as special business:


   7.     Special Resolution:



          That the proposed new form of Articles of Association produced to the meeting and initialled by the
          Chairman thereof for the purposes of identification be and are hereby approved and adopted as the
          Articles of Association of the Company in substitution for and to the exclusion of the Company's
          existing Articles of Association as from the end of this Meeting.

   8.     Special Resolution:



          That the authority and power conferred on the directors by Article 4(B) of the Company's Articles of
          Association be and are hereby renewed for the period commencing on the passing of this Resolution and
          ending on the date of the next Annual General Meeting or 30 July 2005 whichever is the earlier.

   9.     Special Resolution:



          For the purposes of any allotments made pursuant to Resolution 8 above and during the period
          commencing on the passing of Resolution 8 and ending on the date of the next Annual General Meeting
          or 30 July 2005 whichever is the earlier that:



          a.                   'the Section 80 Amount' shall be £18,108,983



          b.                   'the Section 89 Amount' shall be £2,794,550 being equivalent to 5% of the issued
          ordinary capital of the Company.



   10.    Ordinary Resolution:



          That the directors be and they are hereby authorised to:



          a.                   adopt the TBI plc Performance Share Plan (the 'PSP'), the principal terms of
          which are summarised in Appendix 2 to the Chairman's letter to shareholders attached to the notice of
          Annual General Meeting dated 10 June 2004 and a copy of the rules of which is produced to the meeting
          and initialled by the Chairman for the purposes of identification;



          b.                   do all such things as they consider necessary or expedient to carry the PSP into
          effect including such changes to the draft rules of the PSP as the directors consider necessary or
          desirable in accordance with the rules and the summary of the PSP; and



          c.                   establish further plans based on the PSP but modified to take account of local
          tax, exchange control, labour, employment or securities laws in overseas territories, provided that
          any shares made available under such further plans are treated as counting against the limits on
          individual or overall participation in the PSP.

11.    Ordinary Resolution:



       That the directors be and they are hereby authorised to:



       a.                   adopt the TBI plc Employees' Benefit Trust (the 'EBT'), the
       principal terms of which are summarised in Appendix 2 to the Chairman's letter to
       shareholders attached to the notice of Annual General Meeting dated 10 June 2004 and
       a copy of the draft trust deed of which is produced to the meeting and initialled by
       the Chairman for the purposes of identification;



       b.                   do all acts and things necessary or expedient to implement the
       EBT including making such changes to the draft trust deed establishing the EBT as
       the directors consider necessary or desirable to obtain any approvals or to take
       account of any statutory, fiscal, exchange control or securities regulations either
       generally or in relation to any potential participants; and



       c.                   establish further trusts based on the EBT but modified to take
       account of local tax, exchange control or securities laws in overseas territories.



12.    Ordinary Resolution:



       That the directors be authorised to vote and to be counted in a quorum at any
       meeting of the directors at which any matter connected with the TBI plc Performance
       Share Plan (the 'PSP') and/or the TBI Employees' Benefit Trust (the 'EBT') or any
       further plans or trusts based on the PSP and the EBT respectively is under
       consideration notwithstanding that they may be interested in it in any present or
       proposed capacity, provided that no director may vote or be counted in a quorum in
       connection with his individual rights or participation.




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