Notice of Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at the offices of Daniel Stewart and Company plc, Beckett House, 36 Old Jewry, London, EC2R 8DD on 15 December 2006 at 10.30 am for the following purposes:

Ordinary business
To consider, and if thought fit, pass the following Ordinary Resolutions:

Resolution 1
To receive and adopt the accounts for the year ended 31 July 2006 and the reports of the Directors and auditors in relation to the same.

Resolution 2
To approve the Remuneration Committee’s report of the Annual Report for the year ended 31 July 2006.

Resolution 3
To re-appoint BDO Stoy Hayward LLP as auditors of the Company to hold office until the conclusion of the next  General Meeting at which accounts are laid before the Company.

Resolution 4
To authorise the Directors to set the remuneration of the auditors.

Resolution 5
To re-elect Brian Benjamin Harris as a Director.

Resolution 6
To re-elect Mark Robert Blandford as a Director.

Resolution 7
To re-appoint David Arthur Hobday as a Director.

Special business
To consider, and if thought fit, pass the following resolutions, of which Resolutions 8 and 10 will be proposed as ordinary resolutions and Resolutions 9 and 11 will be proposed as Special Resolutions:

Resolution 8
That, in substitution for all previous like authorities, which are hereby revoked, pursuant to and in accordance with Section 80 of the Companies Act 1985 the Directors be and hereby generally and unconditionally are authorised to exercise all powers of the Company to  allot relevant securities within the terms of the restrictions and provisions following, namely:

• (i)to allot up to an aggregate nominal amount of £9,772 in connection with a share purchase agreement between the Company, Internet Opportunity Entertainment Limited, Platinum Management Advisors S.A., RGH Holdings Inc. and Bonaire Investment Holdings Limited and others; and
• (ii)to allot (otherwise than pursuant to sub-paragraph (i) of this Resolution 8) up to an aggregate nominal amount of £140,495.

This authority shall (unless previously revoked, varied or renewed) expire on whichever is the earlier of the conclusion of the Annual General Meeting of the Company next following the passing of this Resolution and 31 December 2007.

For the purposes of this Resolution 8 the said authority shall allow and enable the Directors to make an offer or agreement before the expiry of that authority which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant  securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired, and words or expressions defined in or for the purposes of Part IV of the Companies Act 1985 shall bear the same meaning herein.

Resolution 9
That pursuant to and in accordance with Section 95 of the Companies Act 1985 the Directors be and are hereby given power to, subject to the passing of Resolution 8 above, allot equity securities for cash pursuant to the general authority conferred upon the Directors in Resolution 8 above as if sub-section (1) of Section 89 of the Companies Act 1985 did not apply to any such allotment, provided that this power here granted shall be limited to:

• (i)the allotment of equity securities in connection with or pursuant to an offer of equity securities open for acceptance for a period fixed by the Directors to holders on the register on a record date fixed by the Directors of ordinary shares in the capital of the Company in proportion to their respective holdings (for which purpose holdings in certificated and uncertificated form may be treated as separate holdings) but subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of or the requirements of any recognised regulatory body or any stock exchange in any territory;
• (ii)the allotment of up to an aggregate nominal amount of £9,772 in connection with a share purchase agreement between the Company, Internet Opportunity Entertainment Limited, Platinum Management Advisors S.A., RGH Holdings Inc. and Bonaire Investment Holdings Limited and others; and
• (iii)(otherwise than pursuant to sub-paragraph (i) and (ii) of this Resolution 9) the allotment of equity securities up to an aggregate nominal amount of £21,074 and shall (unless previously revoked, varied or renewed) expire on whichever is the earlier of the conclusion of the next Annual General Meeting of the Company following the passing of this Resolution and 31 December 2007.

For the purposes of this Resolution 9 the said power shall allow and enable the Directors to make an offer or agreement before the expiry of that power which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if such power conferred hereby had not expired, the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of any such shares which may be allotted pursuant to such rights, and words and expressions defined in or for the purposes of Part IV of the Companies Act 1985 shall bear the same meaning herein.

Resolution 10
That in accordance with section 347C of the Companies Act 1985 (the ‘Act’) the Company be authorised:

• (i)to make donations to EU political organisations, as defined in section 347A of the Act, not exceeding £100,000 in total; and
• (ii)to incur EU political expenditure, as defined in section 347A of the Act, not exceeding £100,000 in total, during the period beginning with the date of the passing of this Resolution and ending on 31 December 2007 or, if earlier, the conclusion of the AGM to be held in 2007.

Resolution 11
That, pursuant to article 7(C) of the Company’s articles of association, the Company is hereby generally and unconditionally authorised for the purposes of section 166 of the Companies Act 1985 (the ‘Act’) to make market purchases (within the meaning of section 163(3) of the Act) of any of its ordinary shares of 0.1p each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine provided that:

• (i)the maximum number of ordinary shares which may be purchased is 42,148,684 representing approximately 10% of the issued ordinary share capital at 19 October 2006;
• (ii)the minimum price which may be paid for each ordinary share is 0.1p which amount shall be exclusive of expenses, if any;
• (iii)the maximum price which may be paid for each ordinary share is an amount equal to 105% of the average of the middle market quotations for the ordinary shares of the Company as derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately preceding the day on which such share is contracted to be purchased;
• (iv)unless previously renewed, revoked or varied, this authority shall expire at the conclusion of the Annual General Meeting in 2007 or 31 December 2007, whichever is the earlier; and
• (v)under this authority the Company may make a contract to purchase ordinary shares which would or might be executed wholly or partly after the expiry of this authority, and may make purchases of ordinary shares pursuant to it as if this authority had not expired.

19 October 2006
By Order of the Board

D. Talisman LLB ACIS
Company Secretary

Registered Office:
4th Floor
45 Moorfields
London
EC2Y 9AE

Notes

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those shareholders on the register of members of the Company as at 6.00pm on 13 December 2006 or, if the meeting is adjourned, on the register of members of the Company 48 hours before the time fixed for the adjourned meeting, shall be entitled to attend or vote at the above General Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register after 6.00pm on 13 December 2006 or, if the meeting is adjourned, on the register of members of the Company 48 hours before the time fixed for the adjourned meeting, shall be disregarded in determining the rights of any person to attend and vote at the meeting.
2. 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 instructions, 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 Company’s agent (ID RA10) by the latest time(s) for receipt of proxy appointments specified in the Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company’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 any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
3. A member of the Company eligible to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, to vote in his stead. A proxy need not be a member of the Company.
   
   A Form of Proxy accompanies this document for your use. To be valid, Forms of Proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the offices of the Company’s Registrars, Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. A Form of Proxy must be returned in one of the following methods:
   
   (a) in hard copy form by post, by courier or by hand to the Company’s Registrars:
   
   Capita Registrars, Proxy
   Department, The Registry,
   34 Beckenham Road, Beckenham,
   Kent BR3 4TU;
   
   (b) electronically through the Company’s Registrars’ website www.capitaregistrars.co.uk; or
   
   (c) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out above. Deposit of a Form of Proxy will not prevent a member from attending and voting in person should he so wish.
4. In accordance with the Companies Act 1985 and with the requirements of the UK Listing Authority, a register of Directors’ interests in the share capital and debentures of the Company, together with copies of service agreements under which Directors of the Company are employed, is available for inspection at the Company’s registered office during normal business hours and will also be available for inspection at the Annual General Meeting for at least 15 minutes prior to and during the meeting. 

Explanatory Notes to the resolutions

Resolution 1
The The Directors must lay the financial statements and the respective reports of the Directors and auditors before shareholders at a General Meeting.

Resolution 2
This Resolution is to approve the Directors’ remuneration report for the year ended 31 July 2006. You can find the report in the Annual Report and Accounts for the year ended 31 July 2006.

Resolution 3
At each General Meeting at which accounts are laid before the members, the Company is required to appoint auditors to stand until the next such meeting.

Resolutions 5 and 6
Under the Company’s Articles of Association, each Director must stand for re-election every three years. The Directors listed fall under these provisions and, being eligible, seek re-election.

Resolution 7
Under the Company’s Articles of Association a Director shall hold office only until the conclusion of the next Annual General Meeting following his appointment and shall be eligible for re-appointment at that meeting. The Director listed is eligible for, and seeks, such re-appointment.

Resolution 8
By Resolution 8, your Directors are seeking authority to allot share capital under section 80 of the Companies Act 1985 (i) in connection with the issue of shares to Bonaire Investment Holdings Limited as additional consideration pursuant to the share purchase agreement between  the Company, Internet Opportunity Entertainment Limited, Platinum Management Advisors S.A., RGH Holdings Inc. and Bonaire Investment Holdings Limited and others dated 28 October 2004, and (ii) otherwise up to one third of the issued share capital of the Company as at 19 October 2006 (so as to include issues of shares in the capital of the Company since 31 July 2006), being in accordance with the guidelines issued by the Investment Protection Committees of the Association of British Insurers and the National Association of Pension Funds.

Resolution 9
By Resolution 9, your Directors are seeking the power to allot shares in the Company for cash (i) in connection with the issue of shares to Bonaire Investment Holdings Limited as additional consideration pursuant to the share purchase agreement between the Company, Internet Opportunity Entertainment Limited, Platinum Management Advisors S.A., RGH Holdings Inc. and Bonaire Investment Holdings Limited and others dated 28 October 2004; and (ii) otherwise up to 5 per cent of the issued share capital of the Company as at 19 October 2006 (so as to include issues of shares in the capital of the Company since 31 July 2006), being in accordance with the guidelines issued by the Investment Protection Committees of the Association of British Insurers and the National Association of Pension Funds.

Resolution 10
The Company has a policy that it does not make donations to, or incur expenditure on behalf of, political parties. However, the Companies Act 1985 (the ‘Act’) contains restrictions on companies making donations or incurring EU political expenditure and it defines these terms very widely, such that activities that form part of the normal relationship between the Company and bodies concerned with policy review, law reform and other business matters affecting the Company may be included. Such activities, which are in the shareholders’ interests for the Company to conduct, are not designed to support, or implement support, for a particular political party. The Company believes that the authority proposed under this Resolution is necessary to ensure that it does not commit any technical breach that could arise from the uncertainty generated by the wide definitions contained within the Act when carrying out activities in the furtherance of its legitimate business interests.

The Company neither made political donations nor incurred political expenditure in the year ended 31 July 2006. The Company does not currently intend to Notice of Meeting make political donations nor incure political expenditure.

Resolution 11
This Resolution will give the Company authority to purchase its own shares in the market up to a limit of ten per cent. of its issued ordinary share capital. The maximum and minimum prices are stated in the Resolution. Your Directors believe that it is advantageous for the Company to have this flexibility to make market purchases of its own shares. In the event that shares are purchased, they would either be cancelled (and the number of shares in issue would be reduced accordingly) or, subject to the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (as amended by the Companies (Acquisition of Own Shares) (Treasury Shares) No. 2 Regulations 2003) (the ‘Regulations’) which came into force on 1  December 2003, retained as treasury shares. The Regulations enable companies to hold shares repurchased as treasury shares with a view to possible re-sale at a future date rather than having to cancel them. The Company will consider holding repurchased shares pursuant to the authority conferred by this Resolution as treasury shares. This would give the Company the ability to re-issue treasury shares quickly and cost effectively and would provide the Company with additional flexibility in the management of its capital base. Any issues of treasury shares for the purposes of the Company’s employee share schemes will be made within the 10 per cent. antidilution limit set by the Association of British Insurers. Your Directors will only exercise this authority if they are satisfied that a purchase would result in an increase in expected earnings per share and would be in the interests of shareholders generally. The total number of options and warrants to subscribe for ordinary shares outstanding at 19 October 2006, the latest practicable date prior to publication of this document, was 9,705,951 which represented 2.30% of the issued share capital at that time and which will represent 2.56% of the issued share capital if the full authority to buy back shares is used. The Company does not currently intend to purchase any of its shares in the market and does not currently hold any treasury shares.