Notice of AGM

Melrose Financing No.1 plc

NOTICE OF ANNUAL GENERAL MEETING

Melrose Financing No.1 plc

(Company)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be
held at Blackwell House, Guildhall Yard, London EC2V 5AE on 24 February 2004 for
the following purposes:

1. To receive the report of the directors and audited accounts, together with
the auditors report thereon, for the period ended 31 December 2003;

2. to re-appoint the Company's auditors, KPMG;

3. to authorise the directors to fix the remuneration of the auditors; and

4. to transact any other Ordinary Business of the Company.

By order of the Board.



James Macdonald

per pro SFM Corporate Services Limited

as Company Secretary

Dated: 17 February 2004

NOTES

A member entitled to vote at this meeting is entitled to appoint one or more
proxies to attend and vote in his stead. A proxy need not be a member of the
Company.