1999 £m	1998 £m
Authorised
1,031,360,038 Ordinary shares of 5p each (1998 - 1,016,102,510)	51.6	50.8
169,753,966 6.5p (net) Cumulative Convertible Redeemable Preference shares of 5p each (1998 - 169,970,267)	8.5	8.5
188,885,996 5.5p (net) Cumulative Convertible Preference shares of 5p each (1998 - 203,927,223)	9.4	10.2
	69.5	69.5
	US$m	US$m
15,000,000 Cumulative US Dollar-denominated Redeemable Preference shares of US$0.01 each (1998 - 15,000,000)	0.2	0.2
	£m	£m
Issued and fully paid
617,677,201 Ordinary shares of 5p each (1998 - 610,531,669)	30.9	30.6
164,603,838 6.5p (net) Cumulative Convertible Redeemable Preference shares of 5p each (1998 - 164,820,139)	8.2	8.2
176,636,934 5.5p (net) Cumulative Convertible Preference shares of 5p each (1998 - 191,678,161)	8.8	9.6
	47.9	48.4

The following changes have taken place in the issued share capital of the Company:

From 1 October 1998 to 30 September 1999, 2,911,574 Ordinary shares were issued under the rules of the Company's share option schemes.

The 6.5p Preference shares became convertible on 31 March 1991 and continue to be so on each anniversary (or on the next business day) thereafter until 2005 on the basis of 25.83975 Ordinary shares for every 100 6.5p Preference shares. On 31 March 1999, 216,301 6.5p Preference shares were converted, in accordance with the articles of association, by a process of consolidation and subdivision into 55,884 Ordinary shares and 160,417 non-voting Deferred shares. The Deferred shares were subsequently repurchased by the Company as detailed below. The Company has the option to redeem the outstanding 6.5p Preference shares at £1 per share on 30 April 2005 (or on the next business day) and on each anniversary thereafter until 30 April 2010, when any 6.5p Preference shares outstanding will be redeemed at £1 per share.

The 5.5p Preference shares are convertible on the first business day of each month on the basis of 27.7775 Ordinary shares for every 100 5.5p Preference shares. Between 1 October 1998 and 30 September 1999, 15,041,227 5.5p Preference shares were converted, in accordance with the articles of association, by a process of consolidation and subdivision, into 4,178,074 Ordinary shares and 10,863,153 non-voting Deferred shares. The Deferred shares were subsequently repurchased by the Company as detailed below. The 5.5p Preference shares are irredeemable save that the Company has the option to redeem any or all of them at £1 per share at any time between 2 June 2000 and 1 June 2200.

In accordance with the articles of association, during the year the Company repurchased for an aggregate consideration of 6p, and then cancelled, all 11,023,570 non-voting Deferred shares issued upon the conversion of Preference shares. All authorised unissued Deferred share capital has converted into authorised unissued Ordinary share capital.

On 7 October 1993, 6,000,000 Exchangeable Capital Securities of US$25 per security were issued by the Company which are exchangeable at the option of the Company at any time into Cumulative US Dollar-denominated Redeemable Preference shares of US$0.01 each in the Company ("Dollar Preference shares"). No Dollar Preference shares had been issued as at 30 September 1999. The Dollar Preference shares carry a dividend entitlement of US$2.25 per share per annum and are redeemable at the option of the Company from 7 October 1998 at a price of US$26.125 per share, reducing each year until 7 October 2003 from which time the redemption price will be US$25 per share.

By resolution passed on 10 February 1999 shareholders' authority was obtained for the Company to make market purchases of its own shares up to a maximum of 61,121,000 Ordinary shares, 16,482,000 6.5p Preference shares and 19,165,000 5.5p Preference shares, to expire on the earlier of 9 February 2000 and the date of the Company's 2000 Annual General Meeting.

Each of the three classes of Preference shares ranks pari passu for dividends or other returns of capital, in priority to any other class of shares. None of the Preference shares has voting rights except in the event of a winding up or following dividend arrears of greater than six months. In the event of a winding up, the 6.5p and 5.5p Preference shares have a liquidation preference of £1 per share and the Dollar Preference shares have a liquidation preference of US$25 per share.

Non-equity shareholders' funds comprise £164.6m (1998 - £164.8m) in respect of the 6.5p Preference shares and £176.8m (1998 - £201.6m) in respect of the 5.5p Preference shares.