Directors’ report

Articles of Association

The Articles of Association set out the internal regulation of the Company and cover such matters as the rights of shareholders, the appointment or removal of directors and the conduct of the Board and general meetings. Copies are available upon request and are displayed on the Company’s website at www.homeretailgroup.com. In accordance with the Articles of Association, directors can be appointed or removed by the Board or shareholders in general meeting. Amendments to the Articles of Association must be approved by at least 75% of those voting in person or by proxy at a general meeting of the Company. Subject to company law and the Articles of Association, the directors may exercise all the powers of the Company and may delegate authorities to committees. Details of the main Board committees can be found in the corporate governance statement.

At the 2008 Annual General Meeting two special resolutions, as set out in the Notice of Meeting, will be put to shareholders proposing the adoption at the Annual General Meeting of new Articles of Association to reflect the provisions of the Companies Act 2006 and the amendment of these adopted Articles of Association to reflect further provisions, coming into effect on 1 October 2008 (or such other date as the relevant provisions come into effect).

Annual General Meeting

The Annual General Meeting of the Company will be held at the Jurys Inn Hotel, Midsummer Boulevard, Milton Keynes MK9 2HP, commencing at 11.30 am on Wednesday, 2 July 2008. The Notice of Meeting is included in a separate circular to shareholders which accompanies this annual report. It is also available on the Company’s website at www.homeretailgroup.com.

Relevant audit information

As at 30 April 2008, so far as each director is aware, there is no relevant audit information of which the auditors are unaware and each director has taken all steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to ensure that the auditors are aware of that information.

Auditors

The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution that they be reappointed will be proposed at the Annual General Meeting.

By order of the Board

• Gordon Bentley
• Secretary

30 April 2008

Registered Office:
Avebury
489-499 Avebury Boulevard
Milton Keynes
MK9 2NW