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DUNN-LINE plc Annual General Meeting To be held on Tuesday 26th April 2005 at 11.

30am At the Masson Suite, Notts County Football Club, Meadow Lane, Nottingham NG2 3HJ CHAIRMANS SCRIPT A PRELIMINARIES AND NOTICE OF MEETING Chairman Ladies and gentlemen, I welcome you to the Annual General Meeting of Dunn-Line plc and I confirm that the meeting is properly convened. The NOTICE OF MEETING has been circulated and I propose that the notice be taken as read. I would like to remind shareholders that it is now a requirement of the London Stock Exchange that companies indicate the level of proxies lodged on each resolution, and the balance for and against the resolution after it has been dealt with on a show of hands. For todays resolutions, shareholders holding approximately 11% of the issued shares voted by proxy with an overwhelming majority either voting in favour of each resolution or appointing the Chairman as their proxy. Full details of the proxy voting results on each resolution are available in printed form from the signing in desk in the entrance hall.

REPORT OF THE AUDITOR

Chairman

The REPORT OF THE AUDITOR has been circulated and, if there are no objections, I propose that it be taken as read. [PAUSE] The DIRECTORS REPORT AND AUDITED FINANCIAL STATEMENTS have been in shareholders hands for the statutory period (20 working days excluding the date of service and the date of the meeting). Before I put the resolution proposing the adoption of the statutory accounts to the vote, are there any questions relating to either the directors report or the audited financial statements?

REPORT OF THE DIRECTORS AND AUDITED FINANCIAL STATEMENTS

Chairman

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[PAUSE FOR QUESTIONS] I therefore propose: That the directors report and audited financial statements for the year ended 30th November 2004 now laid before the meeting be adopted. I now put the resolution to the meeting - those in favour - those against - I declare the resolution carried. 2-6 DIRECTORATE Chairman I have pleasure in proposing: That Anthony Scott Dunn, who was appointed to the Board on 13th October 2004, be elected a director of the Company. I now put the resolution to the meeting - those in favour - those against - I declare the resolution carried. Chairman I should now like to invite [Anthony Scott Dunn] to chair the proceedings in connection with my own reelection. I have pleasure in proposing that Christopher Graham Ross, who was appointed to the Board on 16th November 2004, be elected a director of the Company. I now put the resolution to the meeting those in favour those against - I declare the resolution carried. I shall now hand over to the Chairman to conduct the remainder of the agenda. Chairman I have pleasure in proposing: That Graham Michael Spooner, who was appointed to the Board on 16th November 2004, be elected a director of the Company. I now put the resolution to the meeting - those in favour - those against - I declare the resolution carried. Chairman I have pleasure in proposing:

Mr A S Dunn

That Paul Michael Savidge, who was appointed to the Board on 31st January 2005, be elected a director of the Company. I now put the resolution to the meeting - those in favour - those against - I declare the resolution carried. Chairman I have pleasure in proposing: That Robert Anthony Dunn, who is retiring by rotation in accordance with the Articles of Association, be reelected a director of the Company. I now put the resolution to the meeting - those in favour - those against - I declare the resolution carried. 7 APPOINTMENT OF AUDITORS Chairman The next resolution is: That Hazlewoods be re-appointed auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid and that their remuneration be determined by the Board and I ask a shareholder to propose this resolution [PLEASE ASK SHAREHOLDER TO IDENTIFY HIMSELF] Shareholder Chairman I am happy to propose the resolution. Thank you. I now put the resolution to the meeting those in favour those against - I declare the resolution carried. The next resolution deals with the authority of the directors to allot ordinary shares as set out in the Notice of Meeting. The Board believes that it is in the shareholders interests to renew this authority as a matter of routine at all general meetings. The resolution seeks shareholder approval for the Company to allot ordinary shares up to a maximum aggregate nominal amount of 111,234.45, representing 50% of the ordinary share capital in issue at the date of this notice. At present, there is no intention to exercise this authority. I now put the resolution to the meeting - those in favour - those against - I declare the resolution

AUTHORITY TO ALLOT SHARES

Chairman

4 carried. 9 AUTHORITY TO ALLOT SHARES OTHER THAN ON A PRE-EMPTIVE BASIS Chairman The final resolution, which will be proposed as a Special Resolution, grants the Directors the authority to allot shares for cash other than on a pro rata basis to existing shareholders. This authority would be used if the Directors needed flexibility to finance business opportunities by the issue of shares without a preemptive offer to existing shareholders up to a maximum aggregate nominal amount of 111,234.45, representing 50% of the ordinary share capital in issue at the date of this notice. I now put the resolution to the meeting - those in favour - those against - I declare the resolution carried. Chairman That concludes the business of the meeting

Voting procedure on a show of hands If, on a show of hands, it is evident that the resolution will be defeated, the Chairman should under no circumstances admit that the resolution has been defeated or not carried but should immediately demand a poll by saying:I demand a poll and will direct at the end of the meeting when and the manner in which the poll is to be taken. The Chairman should then continue with the agenda. If a poll is demanded, the Chairman should satisfy himself that it has been validly demanded. The Chairman should request those demanding the poll to give their full names and registered addresses (if proxies, their full names and the names of those they represent). Article 65 of the Companys Articles provides that a poll may be demanded by: 1. The Chairman; 2. At least two members present in person or by proxy; 3. A member or members present in person or by proxy representing in total at least 10% of the total voting rights of all members having the right to vote; 4. A member or members present in person or by proxy and holding voting shares on which an aggregate sum has been paid up of at least 10% of the total paid up on the voting shares. If a poll is demanded, the Chairman may wish to say: I should inform you that proxies representing over 10% of the issued voting capital are available to support the resolution, in addition to which members of the Board hold a further 42% of the voting capital [Scotts votes are included in the proxies]. In the light of this fact, you may wish to withdraw your demand for a poll. If the demand is withdrawn, the Chairman should say to the meeting: I take it that the demand for a poll is withdrawn with your consent. If it is not withdrawn, the Chairman should say: I demand a poll and will direct at the end of the meeting when and the manner in which the poll is to be taken.