NOTICE IS HEREBY GIVEN that the Annual General Meeting of Electric Word Plc will be held at the offices of Memery Crystal, 31 Southampton Row, London WC1 5HT on 11 April 2002 at 11 am for the following purposes:

1.                   To receive and adopt the statement of accounts for the year ended 30 November 2001 together with the reports of the directors and the auditors thereon.

2.                   To re-elect Nigel Wray as a director who retires by rotation.

3.                   To elect Dominic Jacquesson as a director.

4.                   To re-appoint Messrs Baker Tilly as auditors to act as such until the conclusion of the next General Meeting of the Company at which the requirements of section 241(1) of the Companies Act 1985 are complied with and to authorise the directors of the Company to fix their remuneration.

            As Special Business to consider, and if thought fit pass, the following resolutions of which resolutions 5 and 6 will be proposed as ordinary resolutions and resolution 7 as a special resolution.

ORDINARY RESOLUTIONS

5.                   That the rules of the Electric Word Plc Unapproved Share Option Scheme and the Electric Word Plc Share Option Plan (“the Schemes”) be and are hereby amended so that the maximum number of shares over which options may be granted under the Schemes shall be increased from 10% to 20% of the aggregate issued ordinary share capital of the Company.

6.                   That the directors be and they are hereby generally and unconditionally authorised in accordance with Section 80 of the Companies Act 1985 (“the Act”) to exercise all powers of the Company to allot relevant securities within the meaning of Section 80 of the Act up to the aggregate nominal amount of £785,189, provided that the authority hereby conferred shall operate in substitution for and to the exclusion of any previous authority given to the Directors pursuant to Section 80 of the Act and shall expire 15 months after the passing of this Resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company held in 2003 unless such authority is renewed, varied, or revoked by the Company in General Meeting save that the Company may at any time before such expiry make an offer or agreement which might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired.

SPECIAL RESOLUTION

7.                   That the directors be and they are hereby empowered pursuant to Section 95 of the Act to allot equity securities (as defined in Section 94 of the Act) for cash as if Section 89(1) of the Act did not apply to any such allotment pursuant to the general authority conferred on them by Resolution 6 above (as varied from time to time by the Company in General Meeting) PROVIDED THAT such power shall be limited to:-

(a)                the allotment of equity securities in connection with a rights issue or any other pre-emptive offer in favour of holders of equity securities where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as may be) to the respective amounts of equity securities held by them subject only to such exclusions or other arrangements as the directors may consider appropriate to deal with fractional entitlements or legal or practical difficulties under the laws of or the requirements of any recognised regulatory body in any territory or otherwise; and

(b)                the allotment (otherwise than pursuant to sub paragraph (a) above) of equity securities up to an aggregate nominal amount of £192,542 representing 25% of the issued share capital of the Company.

            and the power hereby conferred shall operate in substitution for and to the exclusion of any previous power given to the directors pursuant to Section 95 of the Act and shall expire on whichever is the earlier of the conclusion of the Annual General Meeting of the Company held in 2003 or the date falling 15 months from the date of the passing of this Resolution unless such power is renewed or extended prior to or at such meeting except that the Company may before the expiry of any power contained in this Resolution make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

 

Registered Office                                   By Order of the Board

67 – 71 Goswell Road                             Natascha Lloyd

London EC1V 7EN                                Company Secretary

 

28 February 2002

Notes:

1.                   A member of the Company entitled to attend and vote is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him.  A proxy need not be a member.  Completion and return of the enclosed form of proxy will not preclude shareholders from attending and voting at the meeting.

2.                   To be valid, the form of proxy, together with the power of attorney, if any, under which it is signed, or a notorially certified copy thereof, must be received at the office of the Company’s Registrars, Computershare Services Plc, PO Box 82, The Pavilions, Bridgewater Road, Bristol, BS99 7NH  not less than 48 hours before the time fixed for the Meeting or any adjourned Meeting at which the proxy is to vote.

3.                   Copies of the directors’ contracts of service and the registrar of directors’ interests in the shares of the Company are available for inspection at the Registered Office during normal business hours (Saturdays and Sundays excepted), until the Meeting and at the Meeting for a period of 15 minutes before the commencement until the conclusion of the Meeting.