Announcements

Notice of Court Meeting of red24 plc
(Incorporated in Scotland with registered number SC086069)
NOTICE IS HEREBY GIVEN that, by an order dated 25 October 2016 (the "Order"), the Court of Session in Edinburgh (the "Court") has directed a meeting (the "Court Meeting") to be convened of the Scheme Shareholders, for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement (the "Scheme of Arrangement") pursuant to Part 26 of the Companies Act 2006 ("Companies Act") proposed to be made between red24 plc (the "Company") and the Scheme Shareholders, and that such Court Meeting will be held at the offices of Eversheds LLP at One Wood St, London EC2V 7WS on 21 November 2016 at 10.00 a.m., at which place and time the Scheme Shareholders are requested to attend. Terms defined in the Circular (as defined below) shall have the same meaning in this notice unless otherwise expressly defined.
At the Court Meeting, the following resolution will be proposed,
"That the scheme of arrangement dated 26 October 2016 (the "Scheme of Arrangement"), between the Company and the Scheme Shareholders (as defined in the Scheme of the Arrangement), a print of which has been produced to this meeting and, for the purposes of identification, signed by the chairman hereof, in its original form or with, or subject to, any modification, addition or condition approved or imposed by the Court and jointly consented to by the Company and iJET International, Inc., be approved and the directors of the Company be authorised to take all such actions as they consider necessary or appropriate for carrying the Scheme of Arrangement into effect".
A copy of the circular (the "Circular") incorporating the Scheme of Arrangement and the explanatory statement required to be furnished pursuant to Section 897 of the Companies Act has been published and is available for Scheme Shareholders from the Company's website (www.red24plc.com) and has been sent to, among others, the Scheme Shareholders. A hardcopy of the Circular may be obtained by any Scheme Shareholder by (a) contacting finnCap Ltd during business hours on (0) 20 7220 0500 or (b) submitting a request in writing to finnCap Ltd at 60 New Broad Street, London EC2M 1JJ.
Entitlement to attend and vote at the Court Meeting or any adjournment thereof and the number of votes which may be cast there at shall be determined by reference to the register of members of the Company at 6.00 p.m. on 19 November 2016 or, if the meeting is adjourned, on the day which is two days before the date of such adjourned meeting. In each case, changes to the register of members of the Company after such time shall be disregarded.
Scheme Shareholders may vote in person at the Court Meeting or they may appoint another person, as their proxy to attend, speak and vote on their behalf. A proxy need not be a member of the Company or a Scheme Shareholder. A form of proxy for use at the Court Meeting accompanies the Circular. Completion and return of a form of proxy shall not prevent a Scheme Shareholder from attending and voting at the Court Meeting.
Voting on the resolution will be by poll which may be conducted as the chairman of the Court Meeting shall determine. For the Court Meeting (or any adjournment thereof) to be properly convened, a quorum of two persons entitled to vote on the business to be transacted, each being a Scheme Shareholder, the proxy of a Scheme Shareholder or (where the Scheme Shareholder is a corporation) a duly authorised representative, must be present.
By the Order, the Court has appointed Mr Richards, the Executive Chairman of the Company, or failing him, Mr Worsley-Tonks, or failing him, Mr Mocatta to act as chairman of the Court Meeting and has directed the chairman of the Court Meeting to report the result thereof to the Court.
The Scheme of Arrangement will be subject to the subsequent sanction of the Court. Dated 28 October 2016
Eversheds LLP, One Wood Street, London, EC2V 7WS
Eversheds LLP, 3 Melville Street, Edinburgh EH3 7PE
Solicitors to the Company
Further information for Scheme Shareholders:
(1) It is requested that forms of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified or office copy of such power or authority, be received at the offices of Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF not less than 48 hours before the time of the Court Meeting (in other words, by 10.00 a.m. on 19 November 2016) or, as the case may be, the adjourned Court Meeting.
(3) A Scheme Shareholder may appoint more than one proxy provided that each proxy is appointed to exercise rights attaching to different Scheme Shares.

(4) If a Scheme Shareholder wishes to appoint multiple proxies, they may: (a) photocopy the form of proxy, fill in each copy in respect of different Scheme Shares and send the multiple forms together to: Capita Asset Services at PXS1, 34 Beckenham Road, Beckenham,KentBR34ZF, oralternatively(b)callCapitaAssetServicesonthenumberinparagraph(8)belowwhowillthenissue themwithmultipleproxyforms. Ineachcase,pleaseensurethatallofthemultipleproxyformsinrespectofoneregisteredholding are sent in the same envelope if possible.

(5)ASchemeShareholderwhichisacompany(acorporation)andwhichwishestoberepresentedattheCourtMeetinghastheright to appoint in writing one or more corporate representative to attend the Court Meeting and to vote in respect of different Scheme Shares. Ifmorethanonecorporaterepresentativeisappointed,onlyoneistobecountedindeterminingundersection899(1)ofthe CompaniesAct, whetheramajorityinnumberoftheSchemeShareholdershasapprovedtheScheme. Acorporaterepresentativehas the same powers on behalf of the corporation he/she represents as that corporation could exercise if it were an individual Scheme Shareholder.
(6) A corporate representative may be required to produce to the Registrars, on behalf of the chairman of the Court Meeting, his written authority to attend and vote at the Court Meeting at any time before the start of the Court Meeting.

(7) In the case of Scheme Shareholders who hold their Scheme Shares jointly ("Joint Holders"), the vote of the senior Joint Holder, whether in person or by proxy, will be accepted to the exclusion of the votes of the other Joint Holders. For this purpose, seniority will be determined by the order in which the names of the Joint Holders are included in the Company's register of members in respect of the joint holding.

(8) If a Scheme Shareholder is in any doubt about completing the form of proxy please telephone Capita Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomlymonitoredforsecurityandtrainingpurposes. ThehelplinecannotprovideadviceonthemeritsoftheAcquisitionnorgive any financial, legal or tax advice.

(9) Any question relevant to the business of the Court Meeting may be asked at the Court Meeting by anyone permitted to speak at the Court Meeting.

(10) ASchemeShareholdermayalternativelysubmit theirquestioninadvancebywayofaletteraddressedtothechairmanofthe Court Meeting.