RNS Number:1282Z
Guardian IT PLC
25 July 2002


                       THE COMPANIES ACTS 1985 and 1989

                      A Public Company Limited by Shares


                                 RESOLUTION

                                     of
 
                               GUARDIAN IT PLC

                             Passed 25 July 2001


At the Annual General Meeting of Guardian IT plc, duly convened and held on 
25 July 2002, the following Resolution was duly passed as a Special Resolution

                                    Resolution

That the Directors be and they are hereby empowered, during the period expiring 
on the earlier of 24 October 2003 and the date of the Company's Annual General 
Meeting to be held in 2003, to allot or make offers or agreements to allot 
equity securities (as defined in Section 94 of the Companies Act 1985 ("the 
Act")) pursuant to the authority for the purposes of Section 80 of the Act 
conferred by the ordinary resolution of the Company passed on 27 April 2001 as 
if Section 89(1) of the Act did not apply to any such allotment, provided that 
this power shall be limited:

(a)  to the allotment of equity securities having a nominal value of up to 
     £3,515,560 in connection with a rights issue in favour of the holders of 
     relevant shares and relevant employee shares, or in connection with any 
     other form of issue of such securities in which such holders are offered 
     the right to participate, in proportion (as nearly as may be) to their 
     respective holdings but subject to such exclusions or other arrangements 
     as the Directors consider necessary or expedient in connection with shares 
     representing fractional entitlements or on account of either legal or 
     practical problems arising in connection with the laws of any territory, 
     or of the requirements of any generally recognised regulatory body or 
     stock: exchange in any territory; and

(b)  to the allotment (otherwise than pursuant to sub-paragraph (a) above) of 
     equity securities up to an aggregate nominal amount of £408,501 
     (representing 3.87% of the issued share capital of the Company as at 31 
     December 2001).
 

Chairman of the meeting


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