RNS Number:0064M
Matalan PLC
06 June 2003



MATALAN PLC



At the Annual General Meeting held on 4th June 2003 the following
special resolutions were duly passed:-


11. That, in substitution for all existing authorities and powers and subject
to the passing of resolution 9 in the notice of Annual General Meeting contained
in the circular to shareholders dated 12th May 2003 of which this resolution
forms part, the directors are empowered, pursuant to section 95(2) of the Act,
to allot equity securities (within the meaning of section 94(2) of the Act) for
cash pursuant to the general authority conferred by resolution 9 as if section
89(1) of the Act did not apply to the allotment, provided that the power
conferred by this resolution:


A) will expire at the end of the next Annual General Meeting of the
   Company to be held in 2004 or, if earlier, 15 months after the date of the
   passing of this resolution, but the Company may before such expiry make an offer
   or agreement which would or might require equity securities to be allotted after
   expiry of this power and the directors may allot equity securities in pursuance
   of that offer or agreement as if the power conferred by this resolution had not
   expired; and


B) is limited to:


i) allotments of equity securities where such securities have been offered
(whether by way of a rights issue, open offer or otherwise) to holders of
ordinary shares in the capital of the Company in proportion (as nearly as may
be) to their respective existing holdings of ordinary shares but subject to the
directors having a right to make such exclusions or other arrangements in
connection with the offer as they deem necessary or expedient;


(a)to deal with equity securities representing fractional
entitlements;

and


(b) to deal with legal or practical problems arising because the equity
   securities are represented by depository receipts or under the laws of,
   or the requirements of any recognised regulatory body or stock exchange in, 
   any territory; and


ii) allotments of equity securities for cash otherwise than pursuant to
    paragraph (i) up to an aggregate nominal amount of #2,102,206.90 being
    equal to 5 per cent of the nominal value of the issued ordinary share
    capital of the Company as shown in the financial statements for the last
    financial period.

12. That in accordance with Chapter VII of Part V of the Companies Act 1985
    or otherwise as permitted by law and by the Company's Articles of
    Association, the Company be generally and unconditionally authorised to make 
    market purchases (as defined in section 163(3) of the Act) of its own ordinary 
    shares subject to the terms set out below but otherwise on the terms and in the
     manner the directors may, from time to time decide and on the basis that:


(i) no more than 42,044,138 ordinary shares can be purchased;


(ii) the lowest price which can be paid for an ordinary share is 10p
    (excluding expenses);


(iii) the highest price which can be paid for an ordinary share is 5 per
      cent over the average of the middle market prices for an ordinary share, 
      based on the Daily Official List of The London Stock Exchange, for the 5 
      business days immediately before the day on which the share is contracted
      to be purchased (excluding expenses); and


(iv) this authority will expire at the end of the next Annual General Meeting
of the Company to be held in 2004 or, if earlier, 15 months after the date of
the passing of this resolution. A contract to purchase can be made before this
authority expires even though the purchase will or may be competed wholly or
partly after this authority expires.


Copies of the resolutions and any supporting materials will shortly be available
for inspection at the UK Listing Authority's document viewing facility situated
at the Financial Services Authority, 25 The Colonnade, Canary Wharf, London E14
5HS. Telephone number 0207 676 1000.





Contact


         J.G. Berry 01695 552400
         Company Secretary







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