Railtrack Group plc

Return of cash to shareholders, change of name to RT Group PLC and resignation of Directors
_______________________________________________________________

date 18 October 2002
source Railtrack Group plc
type Press release

At the Annual General Meeting of Railtrack Group PLC held on 18 October 2002,
shareholders voted overwhelmingly in favour of all the resolutions, all of which
were duly passed.

Resolution 1: To receive the report of the directors and the accounts for the
year ended 31 March 2002.

99.15 per cent. of the votes were in favour of the resolution. Of the
257,593,926 votes 255,406,208 were in favour of the resolution and 2,187,718
opposed the resolution. In addition 3,426,620 abstentions were received.

Resolution 2: To re-appoint Geoffrey Howe as a director.

99.55 per cent. of the votes were in favour of the resolution. Of the
254,687,299 votes 253,533,798 were in favour of the resolution and 1,153,501
opposed the resolution. In addition 6,334,336 abstentions were received.

Resolution 3: To re-appoint Simon Osborne as a director.

99.62 per cent. of the votes were in favour of the resolution. Of the
257,284,076 votes 256,313,246 were in favour of the resolution and 970,830
opposed the resolution. In addition 3,737,139 abstentions were received.

Resolution 4: To re-elect Jonathan Bloomer as a director.

99.37 per cent. of the votes were in favour of the resolution. Of the
257,150,579 votes 255,518,773 were in favour of the resolution and 1,631,806
opposed the resolution. In addition 3,871,011 abstentions were received.

Resolution 5: To re-elect Vic Cocker as a director.

99.53 per cent. of the votes were in favour of the resolution. Of the
257,151,035 votes 255,948,032 were in favour of the resolution and 1,203,003
opposed the resolution. In addition 3,870,600 abstentions were received.

Resolution 6: To re-appoint Deloitte & Touche as the Company's auditors.

99.53 per cent. of the votes were in favour of the resolution. Of the
257,515,139 votes 256,314,119 were in favour of the resolution and 1,201,020
opposed the resolution. In addition 3,506,076 abstentions were received.

At an Extraordinary General Meeting, held immediately after the Annual General
Meeting, to consider the proposed return of cash to Shareholders by means of a
solvent members' voluntary liquidation, the proposed reduction in the minimum
number of directors and the proposed change of name, shareholders voted
overwhelmingly in favour of all the resolutions, all of which were duly passed.

Resolution 1: To reduce the minimum number of directors of the Company to
two.

99.81 per cent. of the votes were in favour of the resolution. Of the
329,302,728 votes 328,688,527 were in favour of the resolution and 614,201
opposed the resolution. In addition 437,697 abstentions were received.

Resolution 2: To change the name of the Company to "RT Group PLC".

99.68 per cent. of the votes were in favour of the resolution. Of the
329,192,014 votes 328,146,630 were in favour of the resolution and 1,045,384
opposed the resolution. In addition 548,411 abstentions were received.

The name of the Company will therefore be changed to, and the Shares of
Railtrack Group PLC will trade as, RT Group PLC with effect from the close of
business on Monday 21 October 2002.

Resolution 3: To commence the solvent members' voluntary liquidation, appoint
partners in Deloitte & Touche as liquidators and agree the basis of their
remuneration.

99.67 per cent. of the votes were in favour of the resolution. Of the
329,626,171 votes 328,527,147 were in favour of the resolution and 1,099,024
opposed the resolution. In addition 413,386 abstentions were received.

Resolution 4: To authorise the liquidators to exercise certain powers under
the Insolvency Act 1986 and under the Articles of Association.

99.71 per cent. of the votes were in favour of the resolution. Of the
329,588,839 votes 328,645,257 were in favour of the resolution and 943,582
opposed the resolution. In addition 449,747 abstentions were received.

Since Resolution 1 was passed, Geoffrey Howe, Jonathan Bloomer, Vic Cocker,
David Jones, Steve Marshall, John Robinson and Gordon Sage have resigned from
the Board.

Commenting on the result David A Harding said:

"We are pleased that shareholders have voted so decisively to support the
Board's proposals for returning cash to shareholders in both a quick and tax
efficient manner."

Enquiries

Railtrack Group: 020 7544 8435 / 07850 285471
Sue Clark, Director of Corporate Affairs

Lehman Brothers: 020 7601 0011
Anthony Odgers

Henry Phillips

Deloitte & Touche: 020 7438 3000
James Smith

Chris Day

Shareholders who have queries should contact the Shareholder helpline.
Shareholder helpline: 0870 702 0104

Lehman Brothers Europe Limited, which is regulated in the UK by the Financial
Services Authority, is acting for Railtrack Group PLC and no one else in
connection with the proposals described in this press release and will not be
responsible to anyone else for providing the protections afforded to the clients
of Lehman Brothers Europe Limited nor for providing advice in relation to such
proposals.


This information is provided by RNS
The company news service from the London Stock Exchange

Railhub Archive ::: 2002-10-18 RTK-001