

| HEADLAM GROUP PLC | 01/06/2006 AGM | |
|---|---|---|
| 1 | Receive the report and accounts | For |
| 2 | Declare a dividend | For |
| 3 | Elect G Waldron | For |
| 4 | Elect AJ Brewer | For |
| 5 | Elect RW Peters | For |
| 6 | Elect MK O'Leary | For |
| 7 | Appoint the auditors | For |
| 8 | Fix the auditors remuneration | For |
| 9 | Approve the remuneration report | Oppose |
| 10 | Issue shares with pre-emption rights | For |
| 11 | Issue shares for cash | For |
| 12 | Authorise share repurchase | For |
| 13 | Increase the limit of fees payable to non-executive directors | For |
| 14 | Amend the provisions of Article 184 in indemnifying directors | For |