Notice of adjourned general meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If
you are in any doubt about what action you should take and if you are in the UK you should
immediately consult your stock broker, bank manager, solicitor, accountant or other independent
financial adviser authorised under the Financial Services and Markets Act 2000 as amended. If
you are outside the UK you should immediately consult another appropriate authorised
independent professional adviser.
If you have sold or transferred all your ordinary shares in the capital of Journey Group plc, please send
this document at once to the purchaser or transferee, or to the bank or other agent through or to whom the
sale or transfer was effected for transmission to the purchaser or transferee.
Journey Group plc
(Incorporated and registered in England and Wales with registered number 01944667)
Stephen Yapp (Executive Chairman)
Carl Fry (Chief Financial Officer)
David Young (Chief Executive – Watermark Limited)
Joseph Golio (President – US Division)
Graham Bird (Non-Executive Director)
Dimitri Goulandris (Non-Executive Director)
Max Lesser (Non-Executive Director)
The Encompass Centre
To Shareholders and, for information only, to participants under the Share Option Plans and holders of Warrants
NOTICE OF ADJOURNED GENERAL MEETING IN RELATION TO THE PROPOSED CANCELLATION OF SHARE PREMIUM ACCOUNT AND CAPITAL REDEMPTION RESERVE TO BE HELD AT 11:00 A.M. ON 27 JUNE 2012 AT THE ENCOMPASS CENTRE, INTERNATIONAL AVENUE, HESTON, MIDDLESEX TW5 9NJ
By notice dated 28 May 2012 (the “Original Notice”) Journey Group plc (the “Company”) convened a general meeting to be held at 11:00 a.m. on 13 June 2012 at The Encompass Centre, International Avenue, Heston, Middlesex TW5 9NJ (the “Original General Meeting”) to seek approval of the shareholders for the special resolution relating to the proposed cancellation of the Company’s share premium account and capital redemption reserve.
Within one hour after the time appointed for the commencement of the Original General Meeting, a quorum was not present and, in accordance with article 53 of the Company’s Articles of Association, the Original General Meeting was therefore adjourned. The adjourned Original General Meeting will be held at 11:00 a.m. on 27 June 2012 (being a date not less than ten clear days nor more than 28 clear days after the date of the Original General Meeting) at The Encompass Centre, International Avenue, Heston, Middlesex TW5 9NJ (the “Adjourned General Meeting”). This document constitutes notice of the Adjourned General Meeting.
At the Adjourned General Meeting there will be proposed a special resolution in the same form as set out in the Original Notice. The background and explanatory information included in the letter to the Company’s shareholders dated 28 May 2012 that accompanied the Original Notice (the “Original Circular”) and the notes to the Original Notice apply equally to the Adjourned General Meeting save that the Company has obtained new provisional dates for the hearing of the Company’s application for the proposed cancellation of its share premium account and capital redemption reserve from the High Court of Justice of England and Wales (the “Court”). These dates are subject to change depending on the Court’s timetable, but the new timetable provides for the final hearing of the Company’s application on 25 July 2012. The Original Circular (incorporating the Original Notice and the notes to the Original Notice) is available on the Company’s website at http://www.journeygroup.plc.uk/~/media/Files/J/Journey/pdf/2012/capital-restructure-circular.pdf.
Forms of proxy submitted in relation to the Original General Meeting will remain valid for the Adjourned General Meeting. Shareholders who have already appointed a proxy do not need to take any action, unless they wish to change their proxy or their voting instructions or to confirm split voting instructions where there has been a subsequent change in shareholding.
Shareholders wishing to appoint a proxy, change their proxy or amend or confirm their proxy voting instructions for the Adjourned General Meeting should (i) request a form of proxy from Capita Registrars, at PXS, 35 Beckenham Road, Beckenham, Kent BR3 4TU and complete and return it in accordance with the instructions contained therein, ensuring that all forms of proxy are received by Capita Registrars no later than 11:00 a.m. on 25 June 2012 or (ii) (to the extent that they hold their ordinary shares in the Company through CREST) complete a CREST Proxy Instruction as defined in and in accordance with the notes to the Original Notice, ensuring that the CREST Proxy Instruction is received no later than 11:00 a.m. on 25 June 2012.
In accordance with article 53 of the Company’s Articles of Association, at the Adjourned General
Meeting the quorum shall be one shareholder of the Company present in person or by proxy (whatever the
number of shares held by him) and entitled to vote.