notice of annual general meeting

incorporated and registered in England and Wales under the Companies Act 1985 with registered number 05427608

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at the offices of Buchanan Communications, 45 Moorfields, London EC2Y 9AE, on 10 February 2010 at 10.00 am to consider and, if thought fit, to pass resolutions 1 to 7 as ordinary resolutions of the Company and in the case of resolutions 8 to 10, as special resolutions of the Company. Resolutions 1 to 6 are proposed as ordinary business at the Annual General Meeting and resolutions 7 to 10 are proposed as special business.

Ordinary business

1. To receive and adopt the Company’s Annual Report and Accounts for the twelve month period from 1 October 2008 to 30 September 2009 together with the Directors’ Report and Auditors’ Report on those accounts.
2. To receive and adopt the Directors’ Remuneration Report and the Auditors’ Report on the auditable part of the Directors’ Remuneration Report, contained in the Annual Report and Accounts for the twelve month period from 1 October 2008 to 30 September 2009.
3. To re-elect Mr Rodger Pannone as a Non-executive Director who retires by rotation pursuant to the Articles of Association of the Company.
4. To re-elect Prof Mark Ferguson as an Executive Director who retires by rotation pursuant to the Articles of Association of the Company.
5. To re-elect Lord Leslie Turnberg as a Non-executive Director who retires by rotation pursuant to the Articles of Association of the Company.
6. To re-elect Deloitte LLP as auditors to hold office from the conclusion of the Annual General Meeting to the conclusion of the next Annual General Meeting at which the accounts are laid before the Company and to authorise the Directors to determine their remuneration.

Special business

7. THAT in substitution for all existing authorities for the allotment of shares by the Directors, which are hereby revoked but without prejudice to any allotment, offer or agreement already made pursuant thereto, the Directors of the Company be and are hereby generally and unconditionally authorised, pursuant to Section 551 of the Companies Act 2006 (the “2006 Act”) to exercise all the powers of the Company to:
   1. allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares (all of which transactions are hereafter referred as an allotment of “relevant securities”) up to an aggregate nominal amount of £5,701,722; and
   2. allot equity securities (within the meaning of Section 560(1) of the 2006 Act) up to an aggregate nominal amount of £5,701,722 in connection with a rights issue, open offer, scrip dividend scheme or other pre-emptive offer which satisfies the conditions and may be subject to all or any of the exclusions specified in paragraph (B)(1) of the next following resolution,
      in each case for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) 15 months after the date of the passing of this resolution or at the conclusion of the next Annual General Meeting of the Company following the passing of this resolution, whichever occurs later, provided that the Company may before such expiry, variation or revocation make an offer or agreement which would or might require such relevant or equity securities to be allotted after such expiry, variation or revocation and the Directors may allot relevant or equity securities pursuant to such an offer or agreement as if the authority conferred hereby had not expired or been varied or revoked.
8. THAT, subject to and conditional upon the passing of resolution 7, the Directors are hereby empowered pursuant to Section 561 of the 2006 Act to allot equity securities for cash pursuant to the authority conferred by resolution 7 as if Section 561(1) of the 2006 Act did not apply to any such allotment, provided that such power:
   1. shall, subject to the continuance of the authority conferred by resolution 7, expire 15 months after the passing of this resolution or at the conclusion of the next Annual General Meeting of the Company following the passing of this resolution, whichever occurs later, but may be previously revoked or varied from time to time by special resolution but so that the Company may before such expiry, revocation or variation make an offer or agreement which would or might require equity securities to be allotted after such expiry, revocation or variation and the Directors may allot equity securities in pursuance of such offer or agreement as if such power had not expired or been revoked or varied; and
   2. shall be limited to:
      1. the allotment of equity securities pursuant to a rights issue, open offer, scrip dividend scheme or other pre-emptive offer or scheme which is in each case in favour of holders of ordinary shares and any other persons who are entitled to participate in such issue, offer or scheme where the equity securities offered to each such holder and other person are proportionate (as nearly as may be) to the respective numbers of ordinary shares held or deemed to be held by them for the purposes of their inclusion in such issue, offer or scheme on the record date applicable thereto, but subject to such exclusions or other arrangements as the Directors may deem fit or expedient to deal with fractional entitlements, legal or practical problems under the laws of any overseas territory, the requirements of any regulatory body or stock exchange in any territory, shares being represented by depositary receipts, directions from any holders of shares or other persons to deal in some other manner with their respective entitlements or any other matter whatever which the Directors consider to require such exclusions or other arrangements with the ability for the Directors to allot equity securities not taken up to any person as they may think fit; and
      2. the allotment of equity securities for cash otherwise than pursuant to sub-paragraph (1) up to an aggregate maximum nominal amount of £950,287.
9. THAT the Articles of the Company be amended by the creation of a new article 46.13 to read:
   
   “The Directors of the Company for the time being shall have the power to authorise conflicts of interest in accordance with Section 175(5)(b) of the Companies Act 2006.”
10. THAT the Articles of the Company be amended by the deletion of the current article 60 and replacement with the following:
    “60.  SERVICE OF NOTICES AND OTHER DOCUMENTS
    60.1 
    Subject to Article 60.2 (in relation to websites) and to Articles 60.3, 60.4, 60.5, and 60.6 any notice or other document may be served on or delivered to any Member by any of the methods and in the manner in relation to each which are specified in schedule 5 to the Companies Act 2006 (the “2006 Act”). A notice or other document need not be served or delivered to all Members in the same manner.
    
    
    60.2 
    Where a notice or other document is to be given by being placed on a website as permitted by Article 60.1, it shall be deemed to be duly served on a member where:
    1. the Company has first given notice to the Member in the manner required by Article 60.1 (but not including by means of a website) of its intention to serve notices on other documents in that manner, either in relation to all future notices or other documents or in relation to a particular notice or other document;
    2. the Member has agreed to receive notices or other documents by their being placed on a website as specified in the notice referred to in Article 60.2(A) or is deemed to have so agreed by virtue of his failure to respond to such notice within 28 days of its being sent and the member has not subsequently revoked his              agreement or deemed agreement; and
    3. the Company has, in like manner as is specified in Article 60.2(A), notified the Member of the presence of the notice or other document on the website, the place on the website where the same may be accessed and details of how to access the same on the website.

By order of the Board

Notes

1. A shareholder entitled to attend and vote at the meeting is also entitled to appoint one or more proxies to attend, speak and vote instead of him or her. The proxy need not be a member of the Company. Where a shareholder appoints more than one proxy, each proxy must be appointed in respect of different shares comprised in his or her shareholding which must be identified on the proxy form. Each such proxy will have the right to vote on a poll in respect of the number of votes attaching to the number of shares in respect of which the proxy has been appointed but such proxies will only be entitled to one vote between them on a show of hands. The proxy who is to exercise the one vote on a show of hands must be identified on the appropriate proxy form. Where more than one joint shareholder purports to appoint a proxy in respect of the same shares, only the appointment by the most senior shareholder will be accepted as determined by the order in which their names appear in the Company’s Register of Members. If you wish your proxy to speak at the meeting, you should appoint a proxy other than the Chairman of the meeting and give your instructions to that proxy.
2. To be effective an instrument appointing a proxy and any authority under which it is executed (or a notarially certified copy of such authority) must be deposited at the offices of Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU not later than 10.00 am on 8 February 2010 except that (a) should the meeting be adjourned, such deposit may be made not later than 48 hours before the time of the adjourned meeting and (b) in the case of a poll taken more than 48 hours after it was demanded, such deposit may be made not later than 24 hours before the time appointed for the taking of the poll.
3. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with CRESTCo’s specifications and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA10) by the latest time(s) for receipt of the proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken by the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. CREST members and, where applicable, their CREST sponsors or voting service providers, should note that CRESTCo does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by a particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
4. An abstention (or “vote withheld”) option has been included on the Form of Proxy. The legal effect of choosing the abstention option on any resolution is that the shareholder concerned will be treated as not having voted on the relevant resolution. The number of votes in respect of which there are abstentions will however be counted and recorded, but disregarded in calculating the number of votes for or against each resolution.
5. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those shareholders registered in the register of members of the Company as at 10.00 am on 8 February 2010 or, in the event that the meeting is adjourned, in such register not later than 48 hours before the time of the adjourned meeting, shall be entitled to attend, or vote (whether in person or by proxy) at the meeting in respect of the number of shares registered in their names at the relevant time. Changes after the relevant time will be disregarded in determining the rights of any person to attend or vote at the meeting.
6. If you are a person who has been nominated under Section 146 of the 2006 Act to enjoy information rights, you may have a right, under an agreement between you and the shareholder who has nominated you, to be appointed or to have someone else appointed for you as a proxy for the meeting. If you do not have such a right, or you do have such a right but do not wish to exercise it, you may have a right under such an agreement to give instructions to the shareholder who nominated you as to the exercise of the voting rights attached to the ordinary shares in respect of which you have been nominated.
7. As at 15 December 2009, being the last practicable date before the publication of this notice, the Company’s issued share capital consists of 190,057,371 ordinary shares, carrying one vote each, so that the total number of votes at such date is 190,057,371.
8. The terms and conditions of appointment of all Non-executive Directors will be made available during normal business hours at the registered office of the Company and at the Annual General Meeting, for 15 minutes prior to and during the meeting.

©2010 Renovo Group plc

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