CCC Computacenter Plc

RNS Number:8304V
Computacenter PLC
13 May 2002

Company No 3110569



                        THE COMPANIES ACTS 1985 TO 1989

                           COMPANY LIMITED BY SHARES



                        ORDINARY AND SPECIAL RESOLUTIONS

                                       OF

                               COMPUTACENTER PLC

                       (Registered in England No 3110569)



                        Passed the 10th day of May 2002




At the ANNUAL GENERAL MEETING of the above-named Company duly convened and held
at Vintners Place, 68 Upper Thames Street, London EC4V 3BJ on Friday, 10th May
2002, the following Ordinary and Special Resolutions were duly passed:-



                              Ordinary Resolution

 1. THAT the authority to allot relevant securities conferred on the Directors by
    Article 9.2 of the Company's Articles of Association be and is hereby
    renewed for the period ending on the date of the Annual General Meeting in
    2003 or on 10 August 2003, whichever is the earlier, and for such period the
    Section 80 Amount shall be £3,093,955.



                                Special Resolutions


 2. THAT, subject to the passing of Resolution 5 set out in the Notice of the
    Annual General Meeting dated 3 April 2002, the power to allot equity
    securities for cash conferred on the Directors by Article 9.3 of the
    Company's Articles of Association be and is hereby renewed for the period
    referred to in such resolution, and for such period the Section 89 Amount
    shall be £464,093.


 3. THAT the Company shall be and is hereby unconditionally and generally
    authorised for the purposes of Section 166 of the Companies Act 1985 to make
    market purchases (as defined in section 163 of that Act) of Ordinary Shares
    of 5p each ("Ordinary Shares") in the capital of the Company provided that:

 a. the maximum aggregate number of Ordinary Shares which may be purchased is
    18,563,752;
 b. the minimum price which may be paid for each Ordinary Share is 5p;
 c. the maximum price (excluding expenses) which may be paid for any Ordinary
    Share is an amount equal to 105 per cent.     of the average of the middle
    market quotations of the Company's Ordinary Shares as derived from the Daily
    Official List of the London Stock Exchange for the five business days
    immediately preceding the day on which such share is contracted to be
    purchased; and
 d. this authority shall expire at the conclusion of the Annual General Meeting
    of the Company held in 2003 or, if earlier, 10 August 2003, unless such
    authority is renewed prior to that time (except in relation to the purchase
    of Ordinary Shares, the contract for which was concluded before the expiry
    of such authority and which might be executed wholly or partly after such
    expiry).



                                        .................................

                                        Ron Sandler

                                        Chairman




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