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notice of meeting

Notice is hereby given that the Annual General Meeting ('AGM') of Telecity Group plc (the 'Company') will be held at the offices of Addleshaw Goddard LLP, 150 Aldersgate Street, London EC1A 4EJ on 15 May 2008 at 2.00pm.

Agenda

To consider and, if thought fit, approve the following Ordinary Resolutions numbered 1 to 5:

  1. To receive and adopt the Directors' Report and accounts for the year ended 31 December 2007;
  2. To approve the Directors' Remuneration Report included in the Directors' Report and accounts for the year ended 31 December 2007;
  3. To reappoint Simon Batey as a Director;
  4. To reappoint Deloitte & Touche LLP as auditors and authorise the Directors to fix their remuneration;
  5. That the authority be conferred on the Directors by Article 12 of the Company's Articles of Association for a period expiring at the end of the next Annual General Meeting of the Company after the date on which this resolution is passed (or, if sooner, on 15 August 2009) and for that period the Section 80 amount is £132,061.
  6. Subject to Resolution 5 above having been duly passed, to consider and, if thought fit, to approve the following Special Resolution:

    That the power be conferred on the Directors by Article 13 of the Company's Articles of Association for a period expiring at the end of the next Annual General Meeting of the Company after the date on which this resolution is passed (or, if sooner, on 15 August 2009) and for that period the Section 89 amount is £19,809.
  7. To consider and, if thought fit, to approve the following Special Resolution:

    That the Company is hereby generally and unconditionally authorised for the purposes of Section 166 of the Companies Act 1985 to make one or more market purchases (within the meaning of Section 163 of the Companies Act 1985) of Ordinary shares of £0.002 each in the capital of the Company ('Ordinary shares'), provided that:
    1. the maximum aggregate number of Ordinary shares authorised to be purchased is 19,809,237; and
    2. the minimum price which may be paid for an Ordinary share is £0.002; and
    3. the maximum price (inclusive of expenses) which may be paid for an Ordinary share is an amount equal to 105% of the average of the middle market quotations for an Ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such Ordinary share is purchased; and
    4. the Company may prior to the expiry of the authority hereby conferred make a contract to purchase Ordinary shares which will or may be executed wholly or partly after such expiry; and
    5. The authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed or, if sooner, on 15 August 2009.
  8. To consider and, if thought fit, pass the following Special Resolution: That with effect from 1 October 2008 the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of the existing Articles of Association.

By order of the Board

Tony Hunter
Company Secretary
7 March 2008

Registered office:
Masters House
107 Hammersmith Road
London W14 OQH

Notes

  1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy (who need not be a member of the Company) to attend, speak and vote instead of him. A form of proxy is enclosed with this notice. The completion and return of the proxy form does not preclude a member from attending the Meeting and voting in person.
  2. A member may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such member. To appoint more than one proxy, please sign and date the form of proxy and, if necessary, attach a schedule listing the names and addresses (in block letters) of all of your proxies, the number of shares in respect of which each proxy is appointed (which, in aggregate, should not exceed the number of shares held by you) and indicating how you wish each proxy to vote or abstain from voting. You may not appoint more than one proxy to exercise the rights attached to any one share. If you wish to appoint the Chairman as one of your multiple proxies, simply write 'the Chairman of the Meeting'.
  3. In order to be valid, the form of proxy and any power of attorney, or notarially certified copy thereof, under which it is executed, must be received by the Company no later than 2.00pm on 13 May 2008, having been returned by one of the following methods: either (i) in hard copy form by post, by courier or by hand to the Company's Registrars, Capita Registrars, (Proxies), The Registry, 34 Beckenham Road, Beckenham, Kent BR34TU; or (ii) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the paragraph below.
  4. To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the appropriate CREST message (a 'CREST Proxy Instruction' must be received by the issuer's agent ID RA10) by 2.00pm on 13 May 2008. 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 Application Host) from which the issuer's agent is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST sponsored members, and those CREST Members who have appointed voting service provider(s), should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings please refer to the CREST Manual. CREST members, and where applicable their CREST sponsors or voting service providers, should note that CREST does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. 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.
  5. Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the shareholder by whom he/she was nominated, have the right to be appointed (or to have someone else appointed) as a proxy for the Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise such right, he/she may, under such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
  6. The statement of the rights of members in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
  7. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those shareholders registered in the register of members of the Company as at 6.00pm on 13 May 2008 shall be entitled to attend or vote at the Meeting in respect of the number of shares registered in their name at that time. Subsequent changes to entries on the register of members shall be disregarded in determining the rights of any person to attend or vote at the Meeting.
  8. If the Meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original Meeting, the time referred to in the immediately preceding paragraph will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes they may cast) at the adjourned Meeting. If, however, the Meeting is adjourned for a longer period, then to be so entitled members must be entered on the Company's register of members at a time which is 48 hours before the time fixed for the adjourned Meeting or, if the Company gives notice of the adjourned Meeting, at the time specified in that notice.
  9. As at 7 March 2008 (being the date of this Notice) the Company's issued share capital comprises 198,092,373 Ordinary shares of £0.002 each, each such share carrying one vote. Accordingly, the total voting rights in the Company as at 7 March 2008 are 198,092,373.
  10. In order to facilitate voting by corporate representatives at the Meeting, arrangements will be put in place so that:
    1. If a corporate shareholder has appointed the Chairman of the Meeting as its corporate representative to vote on a poll in accordance with the Directions of all of the other corporate representatives for that shareholder at the Meeting, then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and
    2. If more than one corporate representative for the same corporate shareholder attends the Meeting but the corporate shareholder has not appointed the Chairman of the Meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives (www.ICSA.org.uk) for further details of this procedure.
  11. A copy of the revised Articles of Association of the Company which are proposed to be adopted pursuant to Resolution 8, marked to show the amendments from the existing Articles of Association, will be available for inspection at the offices of the Company's solicitors, Addleshaw Goddard LLP, 150 Aldersgate Street, London EC1A 4EJ during usual business hours on any weekday (Saturdays and public holidays excepted) from the date of this Notice until the close of the Meeting and will also be available at the place of the Meeting for at least 15 minutes prior to, and during, the Meeting.

Registered in England No. 5603875

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