Proposed acquisition of Avisen Group Ltd and change of ... - 1Spatial

Z GROUP plcAcquisition of Avisen Group LimitedProposed change of name to Avisen plcAdmission to trading on AIMNominated Adviser and BrokerJohn East & Partners Limited

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of thisdocument you should consult a person authorised under the Financial Services and Markets Act 2000 (“FSMA”) who specialises in advising on theacquisition of shares and other securities before taking any action. The whole of the text of this document should be read. Investment in the Company isspeculative and involves a high degree of risk.If you have sold or transferred your Ordinary Shares in the Company you should send this document along with the Form of Proxy at once to thepurchaser or transferee or the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser ortransferee.This document constitutes an admission document in accordance with the AIM Rules for Companies. This document is not an approved prospectus for thepurposes of Sections 85 and 87 of FSMA. This document does not constitute a financial promotion and has not been approved for issue as such in the UnitedKingdom for the purposes of Section 21 of FSMA.The Company, the Directors and the Proposed Directors, whose names appear on page 3, accept responsibility for the information contained in this document. Tothe best of the knowledge of the Company, the Directors and the Proposed Directors (who have taken all reasonable care to ensure that such is the case) theinformation contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information.AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or moreestablished companies. AIM securities are not admitted to the Official List of the UK Listing Authority (“UKLA”).A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after carefulconsideration and, if appropriate, consultation with an independent financial adviser.The AIM Rules for Companies are less demanding than those of the Official List. It is emphasised that no application is being made for admission of thesecurities to the Official List. Further, neither the London Stock Exchange nor the UKLA has examined or approved the contents of this document.Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make adeclaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers.It is expected that Admission will become effective and that dealings in the Enlarged Issued Share Capital will commence on AIM on 2 February 2009.Z GROUP plc(Incorporated and registered in England and Wales under the Companies Act 1985(as amended) with registered number 5429800)(ISIN: GB00B09LQS34)Proposed acquisition of Avisen Group Limited,Proposed approval of a waiver of the obligations under Rule 9 of the City Code,Proposed change of name to Avisen plc,Notice of General MeetingandAdmission to trading on AIMNOMINATED ADVISER AND BROKERJohn East & Partners LimitedSHARE CAPITAL ON ADMISSIONAuthorisedIssued and fully paidNumber Amount Number Amount200,000,000 £10,000,000 Ordinary Shares of £0.05 each 110,412,546 £5,520,627John East & Partners Limited (“JEP”), which is authorised and regulated by the Financial Services Authority of the United Kingdom, is acting as nominatedadviser and broker to Z GROUP plc in connection with the arrangements set out in this document and is not acting for anyone else and will not be responsible toanyone other than Z GROUP plc for providing the protections afforded to customers of JEP or for providing advice in relation to the contents of this documentand the admission of the Ordinary Shares to trading on AIM. In particular, JEP, as nominated adviser to the Company, owes certain responsibilities to the LondonStock Exchange which are not owed to the Company or the Directors or Proposed Directors or to any other person in respect of his or her decision to acquireOrdinary Shares in reliance on any part of this document. JEP accepts no liability for the accuracy of any information or opinions contained in or for the omissionof any material information from this document, for which the Company and its Directors and Proposed Directors are solely responsible.This document contains forward looking statements. These statements relate to the Enlarged Group’s future prospects, developments and business strategy.Forward looking statements are identified by their use of terms and phrases, including without limitation, statements containing the words “believe”,“anticipated”, “expected”, “could”, “envisage”, “estimate”, “may” or the negative of those, variations or similar expressions including references to assumptions.Such forward looking statements involve unknown risk, uncertainties and other factors which may cause the actual results, financial condition, performance orachievement of the Enlarged Group, or industry results to be materially different from any future results, performance or achievements expressed or implied bysuch forward looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in “Risk Factors” set out in Part II ofthis document. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward looking statements. These forwardlooking statements speak only as at the date of this document. The Company disclaims any obligations to update any such forward looking statements in thisdocument to reflect events or developments.The whole of this document should be read. Your attention is drawn, in particular, to Part I “Letter from the Chairman of Z GROUP plc” and Part II“Risk Factors” for a more complete discussion of the factors that could affect the Enlarged Group’s future performance and the industry in which it willoperate.A notice convening a General Meeting of Z GROUP plc to be held at the offices of Orrick, Herrington & Sutcliffe, Tower 42, Level 35, 25 Old BroadStreet, London EC2N 1HQ on 30 January 2009 commencing at 10.00 a.m. is set out at the end of this document. The Form of Proxy for use in connectionwith the General Meeting is enclosed with this document and should be returned as soon as possible and, in any event, so as to be received at the officesof the Company’s registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible but in any event notlater than 10.00 a.m. on 28 January 2009, being 48 hours (excluding weekends and public holidays) before the time appointed for the holding of theGeneral Meeting. The completion and depositing of a Form of Proxy will not preclude a Shareholder from attending and voting in person at the GeneralMeeting.

Directors, Proposed Directors, Secretary and AdvisersDirectors andRegistered OfficeProposed DirectorsCompany SecretaryNominated Adviserand BrokerSolicitors to theCompanySolicitors to AvisenSolicitors to theNominated Adviserand BrokerAuditors and ReportingAccountantsRegistrarsJonathan Kent Claydon (Non-Executive Chairman)Marcus Yeoman (Director)Duncan John Neale (Finance Director)(Andrew) Ian Smith (Non-executive Director)all of whose address for business is at the Company’s registered office:31 Vernon StreetLondon W14 0RNMarcus Nigel Hanke (Proposed Chief Executive Officer)Andrew James Turner (Proposed Director)Louis Donald Peacock (Proposed Director)Keith Glynne Jones (Proposed Director)all of whose address for business is at Avisen’s registered office:20 Station RoadGerrards CrossBuckinghamshire SL9 8ELDuncan John NealeJohn East & Partners Limited10 Finsbury SquareLondon EC2A 1ADOrrick, Herrington & SutcliffeTower 42Level 3525 Old Broad StreetLondon EC2N 1HQBP CollinsCollins House32-38 Station RoadGerrards CrossBuckinghamshire SL9 8ELNabarro LLPLacon HouseTheobald’s RoadLondon WC1X 8RWHorwath Clark Whitehill LLPSt Brides’ House10 Salisbury SquareLondon EC4Y 8EHCapita Registrars LimitedNorthern HouseWoodsome ParkFenay BridgeHuddersfieldWest YorkshireHD8 0LA3

Definitions (continued)“Subsidiaries”“UK” or “United Kingdom”“UKLA”“uncertificated” or “inuncertificated form”“Vendors”“Waiver”the subsidiaries of Avisen, being Avisen Limited, Avisen B.V.,Avisen L.L.C., Solution Minds (UK) Ltd, Solution Minds Ltd,Dawnglen Investments (Proprietary) Limited (to be renamedAvisen (Proprietary) Limited) and Enfourmen Limitedthe United Kingdom of Great Britain and Northern Irelandthe Financial Services Authority acting in its capacity as thecompetent authority for the purposes Part VI of FSMAan Ordinary Share recorded on the Company’s register as beingheld in uncertificated form in CREST and title to which, byvirtue of the CREST Regulations, may be transferred by meansof CRESTMarcus Hanke, Andrew Turner, Louis Peacock, OdetteMcMahon, Mark Waller, Andrew Glenday, Graham Gallowayand Raymond Althof Beheer and Management B.V., details ofwhom are set out in Part I of this documentthe waiver by the Panel of obligations under Rule 9 of the CityCode as described in Part I of this document6

“Balanced Scorecard”GlossaryThe balanced scorecard is a performance management tool whichhas been developed from a concept of measuring whether thesmaller-scale operational activities of a company are aligned withits larger-scale objectives in terms of vision and strategy.“BI” Business intelligence, specifically skills, knowledge,technologies, applications and practices used to help a businessacquire a better understanding of market behaviour and businesscontext. Businesses may refer to the collected information itselfor the explicit knowledge developed from the information. BIapplications provide historical, current, and predictive views ofbusiness operations, most often using operational data.“CPM”“KPI”Corporate performance management is a set of processes thathelp organisations optimise their business performance. It is aframework for organising, automating and analysing businessmethodologies, metrics, processes and systems that drive businessperformance. CPM helps businesses make efficient use of notonly their financial, but also their human, material and otherresources.Key performance indicators are financial and non-financialmetrics used to help an organisation define and measure progresstoward organisational goals. KPIs can be delivered through BItechniques to assess the present state of the business and to assistin prescribing a course of action. KPIs are frequently used to‘value’ difficult to measure activities such as the benefits ofleadership development, engagement, service, and satisfaction.KPIs are typically tied to an organisation’s strategy throughtechniques such as the Balanced Scorecard.“Performance Management” Performance management is a tool designed to help organisationsachieve their strategic goals. Performance managementtechniques are designed to help ensure that an organisation’s dataworks in the furtherance of organisational goals to provideinformation that is actually useful in achieving them.“Value-based Management”This is a management approach that is designed to ensurecompanies are run consistently on value, i.e. typically tomaximise shareholder value. Value-based Managementcomprises three key concepts – ‘Creating Value’ (ways toactually increase or generate maximum future value), ‘Managingfor Value’ (governance, change management, organisationalculture, communication, leadership) and ‘Measuring Value’(valuation).7

Share capital statisticsNumber of Existing Ordinary Shares 23,745,879Number of Consideration Shares 86,666,667Number of Ordinary Shares in issue following Admission 110,412,546Consideration Shares as a percentage of the Enlarged Issued Share CapitalMarket capitalisation of the Company on Admission*78.49 per cent.£5.80 million* based on the closing middle market price of the Ordinary Shares on AIM on 6 January 2009, the last practicable date prior to thepublication of this documentExpected timetable of principal eventsDespatch and date of this document 7 January 2009Latest time and date for receipt of the completed Forms of Proxyto be valid at the General MeetingGeneral Meeting10.00 a.m. on28 January 200910.00 a.m. on30 January 2009Completion of the Acquisition and Admission and commencement ofdealings on AIM in the Enlarged Issued Share Capital 2 February 20098

If the Company does not obtain Shareholder approval of the Proposals, the Company will not haveundertaken an acquisition constituting a reverse takeover within the required timeframe of becoming aninvesting company, under Rule 15 of the AIM Rules, and, therefore, trading in the Company’s shareswill be suspended immediately following the General Meeting pursuant to the AIM Rules. TheCompany’s admission to trading on AIM would be cancelled on 8 July 2009, unless an alternativeacquisition is identified and completed before that date.Following Admission and the implementation of the Proposals, the Concert Party will hold in excess of30 per cent. of the Enlarged Issued Share Capital and would normally incur an obligation, under Rule 9of the City Code, to make a general offer to the Shareholders to acquire their shares. However, subjectto the approval of the Independent Shareholders on a poll at the General Meeting, the Panel has agreedto waive this obligation.The Proposals are conditional, inter alia, on passing of Resolutions numbered 1, 2, 3 and 4 and onAdmission. If such Resolutions are approved by Shareholders, it is expected that Admission willbecome effective and dealings in the Enlarged Issued Share Capital will commence on AIM on2 February 2009.The purpose of this document is to convene the General Meeting, to provide you with information on,the background to and reasons for the Proposals and to recommend that you vote at the GeneralMeeting in favour of the Resolutions which are necessary to give effect to the Proposals.Background information on the CompanyZ GROUP was incorporated on 20 April 2005 and admitted to trading on AIM on 21 June 2005. Atthat time, the Company operated in the software and computer services sector. Following the disposalof its trading subsidiaries on 7 January 2008, the Company no longer had a trading business andaccordingly the Company became an investing company pursuant to Rule 15 of the AIM Rules. InJanuary 2008, the directors at that time stated that the Company intended to implement an investingstrategy, in accordance with the AIM Rules, and seek a suitable investment opportunity for theCompany, being a target in the technology, media or sciences sectors. Any potential acquisition wouldalso need to satisfy the main criteria of having an experienced management team, a sizeable projectedmarket for the target’s products and/or services and the promising potential growth of that market.The Independent Directors consider that Avisen meets these criteria and they believe that the quality ofAvisen’s management team and the size of its target market justify their recommendation of theAcquisition to Independent Shareholders.Information on AvisenOverviewAvisen is a business and technology consultancy specialising in Performance Management with a focuson strategy creation, development and implementation. It provides advisory services and softwaredistribution of solutions in the corporate performance management market. Avisen aims to providespecialist advice to enable organisations to build more effective capabilities in order to manage theperformance of their business and allow them to achieve their desired targets. The solutions and adviceprovided by Avisen are used to assist clients in a number of areas including:• Development and implementation of improved business strategies• Profitability management and cost reduction services• Business or corporate performance management10

Avisen’s businessAvisen’s business is conducted through two key brands, ‘Avisen’ and ‘Solution Minds’, and followingAdmission, its business will be conducted through four principal trading subsidiaries. A diagramsetting out the structure of the Enlarged Group following Admission is set out below.Avisen plcAvisen Group LimitedAvisenLimitedAvisen BVNetherlandsSolution MindsUK LimitedDawnglenInvestments(Proprietary)Limited*South AfricaNote: this diagram excludes dormant subsidiaries* to be re-named Avisen (Proprietary) Limited‘Avisen’The Avisen brand is the group’s advisory services and traditional consulting brand, which is served bytwo trading entities in the UK and the Netherlands. Client work undertaken by these entities ispositioned as “technology independent” (i.e. not reliant on software applications) and the team utilisedfor these types of engagement have broad skills across business disciplines ranging from strategicplanning, operational planning, Balanced Scorecard and operational excellence change programmesalongside an awareness of multiple technology platforms.‘Solution Minds’Solution Minds is the group’s technology enablement services brand. Client work is focussed on theCPM market and positioned as “technology dependant”, working with software vendors such as IBMCognos and Microsoft (through the Harvey Jones business described below).Dawnglen Investments (Proprietary) Limited has entered into an agreement to acquire the assets andbusiness of Harvey Jones Systems (Proprietary) Limited, a specialist BI consultancy based in SouthAfrica, which is an established operator in the CPM market. Although completion of the acquisition isyet to occur as it is subject to certain regulatory approvals in South Africa, the trade of the HarveyJones business, with effect from 31 October 2008, has been carried out for the benefit of Avisen’ssubsidiary in South Africa, Dawnglen Investments (Proprietary) Limited (to be renamed Avisen(Proprietary) Limited). Following receipt of the requisite regulatory approvals it will be Avisen’sspecialist Microsoft software and service provider, trading primarily in South Africa and in Europe.‘Keeping Strategy Alive’Avisen’s primary offering is a framework methodology called ‘Keeping Strategy Alive’. It isunderpinned by a process called PlanPoint ® and, in the future it is intended that it will be served by aproprietary software solution called StrategyGPS TM . It is intended that StrategyGPS TM will be rolledout to clients during 2010 and will be focused on providing them with a greater strategic insight intotheir own business.The basic principles behind PlanPoint ® and Strategy GPS TM can be summarised as follows:• PlanPoint ® – this is Avisen’s methodology to manage the strategic planning process.• StrategyGPS TM – this is Avisen’s proprietary software which is intended to enable clients toeffectively and constantly measure their performance against predetermined goals or actions.The software will utilise the Planpoint ® methodology to manage the planning cycle.12

HistoryAvisen’s business was established in April 2004 by its founding director, Andrew Turner.Subsequently, Marcus Hanke joined the business and became a director and equal shareholder inNovember 2006. Avisen now has offices based in London, Amsterdam and Johannesburg with a totalof 40 permanent employees, in addition to using the services of consultants and contractors on an adhoc/project based basis.Revenue modelRevenue is generated through three types of service, which are described below:• Advisory consulting – Charged on a professional day rate and, in certain circumstances, chargedon an annual basis.• Technology consulting – This service is similar to advisory consulting but is software specific.Consulting time is sold to implement a software application and is charged on a professional dayrate.• Software distribution – The software distribution follows normal software purchase and revenuerecognition guidelines. This involves an upfront perpetual license fee followed by an annualsupport and maintenance charge. Avisen has software distribution agreements with a number ofsoftware vendors such as Tagetik and Profitbase. Avisen has also engaged Acorn Systems todefine the potential UK and Ireland market, with a view to agreeing a distribution agreement in2009.Corporate clients and previous projectsSome examples of Avisen’s existing and previous projects and clients are set out below.HeinekenBAE SystemsAvisen was engaged, together with other suppliers, to review thecurrent state of Heineken’s Performance Management cycle andprocesses in 2006. This involved the creation of a business case and aprogram to align processes across more than 80 operating companies(from breweries to sales operations) within Heineken. The program,codenamed ‘CIL’ (Corporate Information Logistics) is ongoing andbeing led internally by Heineken’s Group Control & Accountingfunction. It covers all financial and managerial information processes,and is now in the implementation and rollout phase with an expectedcompletion date in 2011.Solution Minds (UK) Ltd, now part of Avisen’s group, was originallyengaged to lead the implementation of a new enterprise resourceplanning (Maconomy ERP) solution as part of the AdvancedTechnology Centre division of BAE Systems (“BAE”) in September2000, which BAE now use across its entire Shared Services group.Solution Minds (UK) Ltd has since been engaged in severalsubsequent projects, the latest of which commenced in February 2007and was completed in July 2008, to implement a replacement salesand operational planning solution at the Technology and EngineeringServices section of BAE’s Shared Services division.The Performance Management marketIndependent market research firm, Gartner estimated in November 2007 that the CPM software suitesmarket will be worth $3 billion by 2011 with a compound annual growth rate of 14 per cent. Gartnerstate that budgeting, planning and forecasting applications are still the most commonly deployedcomponents of CPM, but scorecards and dashboards have become more popular, driven by morestrategically focused initiatives. It also states that mature economies in the US and Western Europe still13

form the majority of CPM activity and that demand for CPM suites is increasing from midsizeenterprises, which represent one of the most dynamic areas of the business application software sector.AMR Research, in its 2008 report on BI and Performance Management spending, estimated that totalglobal spending for BI and Performance Management programs will reach $57.1 billion for the year.It estimated that spending would be broken up into the following categories: BI (27 per cent.);dashboards and scorecards (23 per cent.); budgeting and planning (18 per cent.); analyticsinfrastructure (18 per cent.); and analytics applications (14 per cent.). It also estimated that companiesplan to buy approximately $13.4 billion of BI/Performance Management-related software products in2008.Barriers to entry and competitionCPM is largely served by traditional consulting organisations, some offering solutions with technology,others without. At one end of the spectrum there are very small companies (perhaps consisting of onlyone or two individuals) who serve a specific industry, based on experience gained during their career.On the other end of the spectrum, there are large global consultancies such as McKinsey, Accenture,Cap Gemini, Deloitte and IBM.The Proposed Directors believe there is an opportunity to offer methodologies or automated solutionswhich the customer can operate independently. Solutions typically, by design, come with a built-independency for almost continuous use of consultants to develop and implement them. The ProposedDirectors believe that the use of Avisen’s StrategyGPS TM solution could constitute a significantstep-change in providing organisations with the internal capability to formulate and execute theirstrategy and should relieve their dependency on external support to realise their long term goals andambitions.Historic financial results and current tradingFifteen monthperiod ended31 March2006£Yearended31 March2007£Yearended31 March2008£Six monthperiod ended30 September2008£Revenue 103,872 863,563 4,020,397 1,730,947Profit before tax 93,856 208,486 482,146 320,883Since the end of the six month period ended 30 September 2008, Avisen’s trading has been broadly inline with the expectations of the Proposed Directors, with consistent monthly revenues from its coreclient contracts.In contemplation of completion of the acquisition of the business and assets of Harvey Jones, Avisenhas made certain restructuring changes, which are expected to result in significantly lower overheads inthe current financial year ending 31 December 2009, particularly in the areas of marketing and costsassociated with direct lead generation. The Proposed Directors anticipate further cost savings in 2009through the transfer of its maintenance and support function to the Harvey Jones business in SouthAfrica.Avisen has re-focused its software distribution business around Acorn and ProfitBase and is currentlyexperiencing particular interest in the Acorn software as a profit management and cost reduction tool.Avisen is currently in discussions regarding two significant potential contracts that the ProposedDirectors hope will materialise in 2009. Both the Solution Minds and Harvey Jones businesses have astrong outlook for the first quarter of 2009.Principal terms of the AcquisitionOn 7 January, Z GROUP entered into the Acquisition Agreement pursuant to which it hasconditionally agreed to acquire the entire issued share capital of Avisen, the consideration for which isto be satisfied by the issue of the Consideration Shares (representing 78.49 per cent. of the EnlargedIssued Share Capital), on Admission.14

The Acquisition Agreement contains warranties from the Vendors in relation to the business, assets andaffairs of Avisen and the Subsidiaries and certain indemnities from the Vendors concerning Avisen’smost recent acquisitions of Solution Minds (UK) Ltd and the assets and business of Harvey JonesSystems (Proprietary) Limited and in respect of corporation tax and other tax liabilities of Avisen andthe Subsidiaries for the period prior to completion of the Acquisition.The Acquisition Agreement is conditional, inter alia, upon Admission becoming effective by not laterthan 27 February 2009 and on the passing of the Resolutions.Further details of the Acquisition Agreement are set out in paragraph 10.1.1 of Part V of thisdocument.New BoardI will remain as a Non-Executive Chairman of the Company following Admission. In addition, MarcusYeoman will also remain on the Board as a Non-Executive Director and Duncan Neale as FinanceDirector. Marcus Hanke, Andrew Turner, Louis Peacock and Keith Jones will each join the Board.Marcus Hanke will be appointed Chief Executive Officer. Andrew Turner, Louis Peacock and KeithJones will each become executive Directors. Mr Turner will be responsible for software distribution,Mr Peacock will be responsible for European sales and operations and Mr Jones will be responsible forAfrican, Middle Eastern and Asian sales and operations.Ian Smith will resign as a director of the Company on Admission.Brief details on the proposed New Board are set out below:Existing DirectorsJon Claydon (aged 47), Non-Executive ChairmanJon Claydon started his career at Cargill Inc., working as a senior trader in its Geneva office. In 1990,he left to establish the marketing agency Claydon Heeley. In 2000 the agency was sold to Americanmarketing services group Omnicom Group Inc. and Mr Claydon went on to become chairman of themarketing services group Zulu Network (a division of Omnicom Group), in the process co-foundingthe digital agencies Agency Republic Limited. He left Omnicom in 2007. In 2008, he was appointedNon-Executive Chairman of Z GROUP and is presently chairman of a digital agency Work ClubLimited.Marcus Yeoman (aged 45), Non-Executive DirectorMarcus Yeoman has 20 years experience as a director of small companies. He is currently anon-executive director of three PLUS quoted companies, as well as holding directorships of a numberof private companies which have engaged him principally to assist them with their growth strategies.His early career started with the formation of three companies in IT infrastructure and distribution,after which he moved into small company broking and corporate work with Rathbone StockbrokersLimited and Cheviot Capital (Nominees) Limited. In 1999, he led a management buy-in into a golfproducts company with external debt and equity funding. Since 2003, he has been acting as aconsultant or non-executive director to smaller companies in the high growth sector. He has alsoassisted a number of quoted companies with M&A work.Duncan Neale (aged 39), Finance DirectorDuncan Neale qualified as a chartered accountant with Price Waterhouse, nowPricewaterhouseCoopers, in London. He spent the early part of his career as group financial controllerat Quantum Energy Derivatives PLC (now part of Corona Energy Limited) in which he played anactive role in the transformation of the business from being a small energy broker to being one of thelargest independent energy supplier to businesses in the UK. Most recently, Mr Neale assisted with theflotation of IX Europe plc (now part of Equinex Inc.). He joined Z GROUP as a consultant in February2006 and was formally appointed as finance director in September 2006.15

Proposed DirectorsMarcus Hanke (aged 37), Proposed Chief Executive OfficerMarcus Hanke began his career at Price Waterhouse (now PricewaterhouseCoopers). He qualified as achartered management accountant and has since worked in industry with Compass Group Plc andconsulting with KPMG and Deloitte. In 2003, he formed an independent Performance Managementcompany which was subsequently acquired by Cognos Inc. in 2004. In 2006, Mr Hanke joined Avisenas Managing Partner and has led the growth of the services business and the diversification intosoftware distribution.Over the last 10 years Mr Hanke has led several corporate Performance Management programs rolledout in Europe, the Middle East and Africa and has advised some global software application vendors inthis area. He specialises in corporate performance management, Value-based Management and thetechnology enablement of these processes.Andrew Turner (aged 42), Proposed DirectorAndrew Turner has over 18 years experience working with Global 2000 organisations, softwareauthors and leading consulting organisations. In his previous role as chief operating officer of TescoMobile and as retail operations director, Tesco Telecoms, he was part of the founding team of the newtelecoms business unit within Tesco plc from 2003. Prior to telecoms, he spent a number of years inmarketing and operations roles within Tesco’s financial services joint venture with Royal Bank ofScotland plc.Prior to Tesco, he worked for MPS Group (NYSE:MPS) as operations director, where he was involvedin driving the growth of their e-Business consulting organisation: Idea Integration. Mr Turner has alsoheld senior marketing, product management and sales positions with SAP from 1997 to 1998 andworked with General Electric from 1993 to 1997 across their industrial and services businesses ininformation management and business change roles in UK and Europe.Louis Peacock (aged 38), Proposed DirectorLouis Peacock was born in South Africa where he qualified as a chartered accountant with ArthurAndersen before moving to the UK in 1996. He has 15 years of commercial, enterprise resourceplanning (ERP) systems implementation, corporate performance management and business processre-engineering experience, the majority of this being with Maconomy A.S., the ERP software vendorwhich is listed in Copenhagen. Prior to joining Avisen, Mr Peacock was managing director of SolutionMinds (UK) Ltd, a planning and business intelligence solutions business. Solution Minds (UK) Ltdwas acquired by Avisen in January 2008.Keith Jones (aged 44), Proposed DirectorKeith Jones is a South African citizen and has over 20 years experience in the IT industry and morethan 10 years in the Performance Management market. He has worked across Europe with clientsincluding JP Morgan Chase and UBS before returning to South Africa to co-found Harvey JonesSystems (Proprietary) Limited in 1997. Mr Jones grew the Harvey Jones business to be an internationaland award winning company which achieved recognition globally with Microsoft prior to itsacquisition by Avisen in 2008.Change of accounting reference dateIt is proposed that the Company’s financial year end will be changed from 28/29 February to31 December, resulting in a 10 month accounting period ending 31 December 2008.The Enlarged Group will, therefore, report audited financial information for the 10 month period ended31 December 2008, on or before 30 June 2009, and subsequently produce its half yearly report to30 June 2009 within three months of that date, and its Annual Report and Accounts for the year ending31 December 2009 within six months of that date.16

Lock-in and orderly market arrangementsUnder the terms of the lock-in agreements referred to in paragraph 10.1.3 of Part V of this document,each of the New Board and, to the extent not included in the foregoing, each of the Vendors hasundertaken to the Company and JEP that he or she will not (and will procure that any person withwhom he or she is connected will not) sell or otherwise dispose of any interest in Ordinary Sharesbeneficially owned or otherwise held or controlled by him or her for a period of 12 months followingAdmission, save in limited circumstances such as, inter alia, a takeover becoming or being declaredunconditional; the giving of an irrevocable undertaking to accept an offer; or a disposal pursuant to acourt order, or required by law or any competent authority. Each of the New Board and, to the extentnot included in the foregoing, each of the Vendors has also undertaken that for a further period of 12months after the first anniversary of the date of Admission, he or she will not (and will use allreasonable endeavours to procure that no person connected with him or her shall) dispose of anyOrdinary Shares, save in certain limited circumstances, without the consent of JEP (such consent not tobe unreasonably withheld).Financial information on and current trading and prospects for the CompanyShareholders’ attention is drawn to the Company’s audited report and accounts for the yearsended 28 February 2006, 28 February 2007 and 29 February 2008 (together, the “Accounts”)which were posted to shareholders on 12 June 2006, 21 June 2007 and 29 August 2008, respectively,and which are available to download in pdf format from the Company’s website athttp://www.zgroupplc.com/reports/. In addition, Shareholders’ attention is also drawn to theCompany’s interim results announcement which was released on 28 November 2008, which is alsoavailable for download from the Company’s website. The financial information on the Company asrequired by the Code is included in the Company’s financial statements and notes thereto, which are setout on pages 20 to 33, 22 to 44 and 15 to 33 of the Accounts, for 2006, 2007 and 2008, respectively.Shareholders and holders of options over Ordinary Shares may request hard copies of the Accountsfrom the Company’s nominated adviser, John East & Partners Limited, 10 Finsbury Square, LondonEC2A 1AD or alternatively by telephone on 020 7628 2200. If a request is made, hard copies of theAccounts will be dispatched as soon as possible and, in any event, within two business days of therequest being received. In the absence of such a request being made, Shareholders and holders ofoptions over Ordinary Shares will not be sent hard copies of the Accounts.The Company currently has no trading activity and is seeking to implement the Proposals. Net assets asat 31 August 2008 were £1,488,335. The cash balance as at 6 January 2009 (being the last practicabledate prior to publication of this document) was approximately £1.2 million.Share optionsThe New Board believes that the recruitment, motivation and retention of key employees is vital for thesuccessful growth of the Enlarged Group. The Board considers that an important element in achievingthese objectives is the ability to incentivise and reward staff (including executive directors) byreference to the market performance of the Company in a manner which aligns the interests of thosestaff with the interest of shareholders generally. The Company will utilise the Share Option Schemepursuant to which Options to acquire new Ordinary Shares will be granted to directors and employeesof the Enlarged Group. It is expected that the total number of new Ordinary Shares that may becommitted under the Share Option Scheme, will represent a maximum of 10 per cent. of the EnlargedGroup’s issued ordinary share capital from time to time (in accordance with the rules of the ShareOption Scheme). Further details of the Share Option Scheme are set out in paragraph 9 of Part V of thisdocument.Amendments to the Articles of AssociationResolution 7 seeks the approval of Shareholders for a number of amendments to the Company’sArticles of Association primarily to reflect the provisions of the 2006 Act.An explanation of the main changes between the proposed and the existing Articles of Association isset out in paragraph 5.7 of Part V of this document.17

A copy of the proposed Articles of Association showing all the changes to the existing Articles ofAssociation is available for inspection, as noted at paragraph 16 of Part V of this document, and will beavailable for inspection at the General Meeting.Corporate GovernanceThe New Board recognises the importance of sound corporate governance and the New Board intendsto ensure that, following Admission, the Company adopts policies and procedures which reflect theprinciples of Good Governance and Code of Best Practice as published by the Committee on CorporateGovernance (commonly known as the “Combined Code”) as are appropriate to the Company’s size onAdmission. The Company does not currently comply with the Combined Code on CorporateGovernance due to its size.Following the implementation of the Proposals, the New Board will meet monthly to review keyoperational issues and the strategic development of the Enlarged Group. The financial performance ofthe Enlarged Group will be reported and monitored. All matters of a significant nature will continue tobe discussed in the forum of a board meeting. The New Board will be responsible for internal controlsto minimise the risk of financial or operational loss or material misstatement. The controls establishedwill be designed to meet the particular needs of the Company having regard to the nature of itsbusiness.The Company has also established an Audit Committee, Remuneration Committee and a NominationCommittee with formally delegated duties and responsibilities. Each committee will consist of JonClaydon and Marcus Yeoman and Marcus Yeoman will chair the committees.The Audit Committee will determine the terms of engagement of the Enlarged Group’s auditors andwill determine, in consultation with the auditors, the scope of the audit. The Audit Committee willreceive and review reports from management and the Enlarged Group’s auditors relating to the interimand annual accounts and the accounting and internal control systems in use throughout the EnlargedGroup. The Audit Committee will have unrestricted access to the Enlarged Group’s auditors.The Remuneration Committee will review the scale and structure of the executive directors’ and senioremployees’ remuneration and the terms of their service or employment contracts, including shareoption schemes and other bonus arrangements. The remuneration and terms and conditions of thenon-executive directors will be set by the entire board.The Nomination Committee will be responsible for screening and proposing candidates forappointment to the Board.The Enlarged Group will ensure, in accordance with Rule 21 of the AIM Rules, that the New Boardand applicable employees do not deal in any Ordinary Shares during a close period (as defined in theAIM Rules) and will take all reasonable steps to ensure compliance by the Directors and applicableemployees.The Directors believe that the Company has sufficient experience in accounting systems and controlswhich will provide a reasonable basis for them to make proper judgements as to the financial positionand prospects of the Enlarged Group.Dividend PolicyThe New Board’s objective is to grow the Enlarged Group’s business. Future income generated by theEnlarged Group is likely to be re-invested to implement its growth strategy. In view of this, it isunlikely that the New Board will recommend a dividend in the early years following Admission.However, the New Board intends that the Company will recommend or declare dividends at somefuture date once they consider it commercially prudent for the Company to do so, bearing in mind thefinancial position and resources required for its development.18

The City CodeThe issue of the Consideration Shares to the Concert Party gives rise to certain considerations underthe Code. Brief details of the Panel, the Code and the protections they afford to Shareholders aredescribed below.The Code is issued and administered by the Panel. Z GROUP is a company to which the Code appliesand its shareholders are entitled to the protection afforded by the Code.Under Rule 9 of the Code (“Rule 9”), when: (i) a person acquires an ‘interest’ (as defined in the Code)in shares which, taken together with shares in which he is already interested and in which persons‘acting in concert’ with him are interested (as defined in the Code), carry 30 per cent. or more of thevoting rights of a company that is subject to the Code; or (ii) any person who, together with personsacting in concert with him is interested in shares which in aggregate carry not less than 30 per cent. ofthe voting rights of a company, but does not hold shares carrying more than 50 per cent. of the votingrights of the company subject to the Code, and such person, or any persons acting in concert with him,acquires an interest in any other shares which increases the percentage of the shares carrying votingrights in which he is interested, then in either case, that person together with the persons acting inconcert with him, is normally required to make a general offer in cash, at the highest price paid by him,or any persons acting in concert with him, for any interest in shares in the Company during the 12months prior to the announcement of the Offer, for all the remaining equity share capital of theCompany.Under the Code, a concert party arises where persons acting together pursuant to an agreement orunderstanding (whether formal or informal) co-operate to obtain or consolidate control of thatcompany. Control means an interest or interests in shares carrying an aggregate of 30 per cent. or moreof the voting rights of the company, irrespective of whether the holding or holdings give de factocontrol.The members of the Concert Party are deemed to be acting in concert for the purposes of the Code. OnAdmission, the Concert Party will be interested in 86,716,667 Ordinary Shares, representing 78.54 percent. of the Enlarged Issued Share Capital.A table showing the interests in Ordinary Shares of the members of the Concert Party on Admission,subject to passing of the Resolutions, is as set out below:On AdmissionNumber ofOrdinarySharesPercentage ofEnlargedIssued ShareCapitalMarcus Hanke (1) 28,569,259 25.88Andrew Turner 28,519,259 25.83Louis Peacock 8,767,756 7.94Odette McMahon (2) 7,285,363 6.60Mark Waller 6,427,780 5.82Raymond Althof Beheer and Management B.V. (3) 4,262,513 3.86Andrew Glenday 1,480,532 1.34Graham Galloway 1,404,205 1.27Totals 86,716,667 78.54(1) Marcus Hanke acquired 50,000 Ordinary Shares in the Company prior to Admission and holds these Ordinary Shares in the name ofStrand Nominees Limited.(2) Odette McMahon, aged 39, is the partner of Keith Jones, a Proposed Director.(3) Raymond Althof Beheer and Management B.V. is a company which is wholly owned by Raymond Althof, a senior manager of Avisen.The Panel has agreed however, subject to Resolution 2 being passed (on a poll) by the IndependentShareholders at the General Meeting, to waive the obligation on the Concert Party under Rule 9 tomake a general offer for the entire issued share capital of the Company which would otherwise arise asa result of the Acquisition. Accordingly, approval of the Independent Shareholders (on a poll) to theWaiver is sought in Resolution 2. Marcus Hanke and Marcus Yeoman, due to the fact that he19

previously acted as a consultant to Avisen, have undertaken not to vote on Resolution 2 at the GeneralMeeting.Shareholders should note that, if Resolution 2 is passed, the Concert Party would between them beinterested in Ordinary Shares carrying more than 50 per cent. of the voting rights of the Company and,for as long as they continue to be treated as acting in concert, would be able to acquire further OrdinaryShares, without incurring an obligation to make an offer to shareholders of the Company under Rule 9,although individual members of the Concert Party will not be able to increase their percentage interestsin shares through 30 per cent. or between 30 and 50 per cent. of the voting rights of the Companywithout Panel consent.As Z GROUP is a cash shell with no trading business and, except for two of the Directors, has noemployees, the business of the Enlarged Group following the Acquisition will be that of Avisen. TheDirectors and Proposed Directors have confirmed that following the Acquisition they have no intentionto make any material amendments to the existing rights of the Enlarged Group’s employees or thedeployment of the fixed assets of the Company. It is likely that the location of the Enlarged Group’splace of principal business will be Avisen’s premises in 8, The Square, Stockley Park, UxbridgeUB11 1FW.Information on the Concert PartyThe Concert Party comprises the vendors of Avisen. The Concert Party comprises Marcus Hanke,Andrew Turner, Louis Peacock, Odette McMahon, Mark Waller, Andrew Glenday, Graham Gallowayand Raymond Althof Beheer and Management B.V.Marcus Hanke, Andrew Turner and Louis Peacock are all directors of Avisen and Proposed Directors.Odette McMahon is the partner of Keith Jones, who is a current director of Avisen and a ProposedDirector. Further detail on the Proposed Directors can be found in the paragraph headed New Board.Mark Waller, Andrew Glenday, Raymond Althof and Graham Galloway are all senior managementand employees of Avisen. Raymond Althof is the sole shareholder of Raymond Althof Beheer andManagement B.V. and is also a senior manager of Avisen.TaxationHMRC has confirmed that Avisen and its Subsidiaries, taken together as a group of companies, willmeet the trading requirements for the Enterprise Investment Scheme (“EIS”) and Venture Capital Trust(“VCT”) legislation. The Directors and Proposed Directors believe, therefore, that the Enlarged Groupwill also meet the trading requirements for EIS and VCT and shall seek clearance followingAdmission.Further information regarding taxation is set out in paragraph 13 of Part V of this document. Thesedetails are intended as a general guide only to the position under current UK taxation law as at the dateof this document. If a Shareholder is in any doubt as to his or her tax position he or she should consulthis or her own independent financial adviser immediately.CRESTThe Consideration Shares are eligible for CREST settlement. Accordingly, following Admission,settlement of transactions in the new Ordinary Shares together with the Existing Ordinary Shares maytake place within the CREST system if the relevant shareholder so wishes.CREST is a voluntary system and shareholders who wish to receive and retain share certificates will beable to do so.General MeetingThe notice convening the General Meeting is set out at the end of this document. A General Meetinghas been convened for 10.00 a.m. on 30 January 2009 at the offices of Orrick, Herrington & Sutcliffe,Tower 42, Level 35, 25 Old Broad Street, London EC2N 1HQ for the purpose of considering and, ifthought fit, passing the following resolutions:20

Ordinary resolutions to:(1) approve, for the purposes of Rule 14 of the AIM Rules, the Acquisition;(2) approve the Waiver;(3) increase the authorised share capital of the Company;(4) authorise the Directors to allot relevant equity securities under Section 80 of the 1985 Act up toan aggregate nominal amount £6,173,542;Special resolutions to:(5) disapply statutory pre-emption rights;(6) change the name of the Company to Avisen plc; and(7) amend the Articles of Association to reflect certain provisions of the 2006 Act; and(8) amend the memorandum of association to reflect the change of name of the Company.To be passed, Resolutions 1 to 4 require a majority of not less than 50 per cent. and Resolutions 5 to 8will require a majority of not less than 75 per cent. of the Shareholders voting in person or by proxy infavour of each Resolution. In addition, in accordance with the requirements by the Panel, Resolution 2shall be taken on a poll of Independent Shareholders.Irrevocable undertakings to approve the ProposalsIan Smith and Jon Claydon (as Directors and Shareholders) and certain Shareholders, namely JackBekhor and Jamie True, have irrevocably undertaken to the Company to vote in favour of theResolutions to be proposed at the General Meeting, in respect of their aggregate beneficial holdingstotalling 12,012,248 Existing Ordinary Shares, representing approximately 50.59 per cent. of theExisting Ordinary Shares.Further details on the Irrevocable Undertakings are set out in paragraph 10 of Part V of this document.Admission and dealingsApplication will be made to the London Stock Exchange for the Enlarged Share Capital to be admittedto trading on AIM. It is expected that Admission will become effective and that dealings in theEnlarged Issued Share Capital will commence on 2 February 2009, under the symbol “AVI”.Further informationThe attention of Shareholders is drawn to the information contained in Parts II to V of this documentwhich provide additional details on the Proposals and the Enlarged Group.Action to be takenA Form of Proxy is enclosed with this document for use by Shareholders in connection with theGeneral Meeting. Whether or not you intend to be present at the General Meeting, Shareholders areasked to complete, sign and return the Form of Proxy in accordance with the instructions printedthereon. To be valid, completed Forms of Proxy must be received by the Company’s Registrars, CapitaRegistrars, Proxies, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon aspossible and in any event so as to arrive not later than 10.00 a.m. on 28 January 2009, being 48 hours(excluding weekends and public holidays) before the time appointed for the holding of the GeneralMeeting. The completion and return of the Form of Proxy will not preclude Shareholders fromattending the General Meeting and voting in person should they wish to do so. Accordingly, whether ornot Shareholders intend to attend the General Meeting they are urged to complete and return the Formof Proxy as soon as possible.21

RecommendationThe Independent Directors, having been so advised by JEP, consider the Proposals to be fair andreasonable and in the best interests of the Company and its Shareholders as a whole. In providingadvice to the Board, JEP has confirmed that it has taken into account the Independent Directors’commercial assessments.Marcus Yeoman, a Director and Shareholder, has previously acted as a consultant to Avisen, and as aresult, has been declared to have a conflict of interest for the purposes of Rule 25.1 (Note 3) of the CityCode and therefore has taken no part in the deliberations of the Board and is excluded for therecommendation of the Board and will not vote on the Waiver sought in Resolution 2.Accordingly, the Independent Directors unanimously recommend that Shareholders vote in favour ofthe Resolutions, as they have undertaken to do in respect of their aggregate holdings of 4,117,598Ordinary Shares representing approximately 17.34 per cent. of the Existing Ordinary Shares, bysigning and returning the Form of Proxy to the Company’s Registrars.Yours faithfullyJon ClaydonNon-Executive Chairman22

PART IIRisk factorsPotential investors should carefully consider the risks described below before making a decisionto invest in the Company. This Part II contains what the Directors and the Proposed Directorsbelieve to be the principal risk factors associated with an investment in the Company. It shouldbe noted that this list is not exhaustive and that other risk factors will apply to an investment inthe Company. If any of the following risks actually occur, the Enlarged Group’s business,financial condition and/or results or future operations could be materially adversely affected. Insuch circumstances, the trading price of the Ordinary Shares could decline and an investor maylose all or part of his investment.There can be no certainty that the Enlarged Group will be able to implement successfully thestrategy set out in this document. Additional risks and uncertainties not currently known to theDirectors or Proposed Directors or which the Directors or Proposed Directors currently deemimmaterial, may also have an adverse effect on the Enlarged Group.This document contains forward-looking statements that involve risks and uncertainties. TheEnlarged Group’s actual results could differ materially from those anticipated in theforward-looking statements as a result of many factors, including the risks faced by the EnlargedGroup which are described below and elsewhere in this document. Prospective investors shouldcarefully consider the other information in this document. The risks listed below do notnecessarily comprise all the risks associated with an investment in the Enlarged Group.An investment in the Company may not be suitable for all recipients of this document. Investorsare accordingly advised to consult an independent financial adviser duly authorised under theFinancial Services and Markets Act 2000 and who specialises in advising upon the acquisition ofshares and other securities before making a decision to invest.Market risksPotential investors should be aware that the value of shares can go down as well as up and that aninvestment in a share that is traded on AIM may be less readily realizable and may carry a higherdegree of risk that an investment in a share listed on the Official List of the UK Listing Authority. Theprice which investors may realise for their holding of Ordinary Shares, as and when they are able to doso, may be influenced by a large number of factors, some of which are specific to the Company andothers of which are extraneous.It may be difficult for an investor to sell his or her Ordinary Shares and he or she may receive less thanthe amount paid by him or her for them. The market for shares in smaller public companies, includingthe Company’s, is less liquid than for larger public companies. Consequently, the share price may besubject to greater fluctuation on small volumes of shares, and thus the Ordinary Shares may be difficultto sell at a particular price.The market price of the Ordinary Shares may not reflect the underlying value of the Company’s profitsor net assets.Business risks relating to the Enlarged GroupThe Enlarged Group’s future business performance depends on the award of contractsThe Enlarged Group’s success depends on its ability to renew contracts with existing clients and toattract new clients. A substantial portion of the Enlarged Group’s future revenues will be directly orindirectly derived from new contracts driven by market conditions. Failure to gain new business orrenew contracts may adversely affect the Enlarged Group’s future.The Enlarged Group’s dependence on the award or renewal of contracts means that its revenue streamis not constant and has the potential to be particularly sporadic. Delays in revenue delivery in future23

accounting periods may adversely affect the Enlarged Group’s results and, therefore, the market priceof its shares.Liabilities under service contractsCertain contracts entered into by Avisen and the Enlarged Group require it to indemnify the clientagainst certain losses resulting from the performance of the contract. There have been no claims to datebut, in the event such liabilities arise, they could have an adverse impact on the Enlarged Group.Termination of contractsWhile the Company is not aware of any client that may wish to terminate a material contract, for thisreason, many of the contracts can be terminated on three months’ or shorter notice by the client andshould any such contracts be terminated the Enlarged Group would lose the benefit of the contract.Attraction and retention of key management and employeesThe successful operation of the Enlarged Group will depend partly upon the performance and expertiseof its current and future management and employees. The loss of the services of Marcus Hanke,Andrew Turner or other members of the Enlarged Group’s key management or employees, or a loss ofthe ability to continue to attract and retain qualified employees, may have a material adverse effect onthe Enlarged Group. The Company is in the process of obtaining key man insurance in respect of theProposed Directors and expects the appropriate policies to be in place at Admission.Loss of major customersAlthough Avisen has a number of clients with repeat business, a loss of a major client or group ofclients, which accounted for a significant amount of Avisen’s revenues, may have an impact on theEnlarged Group’s revenues and profitability.Rapid GrowthIf the Enlarged Group’s business and operations experience rapid growth and its systems and controlshave not been developed to manage this growth effectively, the Enlarged Group’s business andoperating results could be harmed and the Enlarged Group may have to incur significant expenditure toimplement the additional operational and control requirements necessary to meet such growth.Reliance on intellectual propertyThe Company relies and will, in future, rely on intellectual property laws and third partynon-disclosure agreements to protect its intellectual property rights. Despite precautions which may betaken by the Company to protect its products, unauthorised parties may attempt to copy, or obtain anduse its products. To the extent that intellectual property rights protect the Company, litigation may benecessary to protect such rights and could result in substantial costs to, and diversification of effort by,the Company with no guarantee of success. The failure or inability of the Company to protect itsproprietary information, and the expense of doing so, could have a material adverse effect on itsoperating results and financial condition.Entry into new markets and development of new productsAvisen’s future growth will be highly dependent on its ability to generate business in new sectors andadditional geographic markets, particularly in relation to its StrategyGPS TM product and sales of thirdparty software. Whilst the Proposed Directors strongly believe that the areas they are targeting in themedium term will prove rewarding there is no guarantee that the Company will be able to generate thelevel of sales or profitability anticipated if the costs of entry into and operating in these new areasprove to be higher than expected or demand for the Company’s products and services proves to belower than anticipated.With reference to StrategyGPS TM , Avisen has already invested and the Enlarged Group will continue toinvest, both time and resources into this product. Whilst the Proposed Directors believe the demand for24

this product will justify the investment made to date and in the future, there is no guarantee that thisproduct will generate revenues and, accordingly, the Enlarged Group’s performance may be affected.Management of growthThe Directors expect the Company to grow organically and by acquisition. Failure to successfullymanage such growth and the integration of any acquisitions and new customers may have a materialadverse impact on the Company’s business.CompetitionAvisen may face significant competition, including from domestic and overseas competitors who havegreater capital and other resources and superior brand recognition than the Company and may be ableto provide better products or adopt more aggressive pricing policies. There is no assurance that theCompany will be able to compete successfully in such a marketplace.The Enlarged Group’s objectives may not be fulfilledThe value of an investment in the Company is dependent upon the Enlarged Group achieving the aimsset out in this document. There can be no guarantee that the Enlarged Group will achieve the level ofsuccess that the New Board expects.Internal Systems and ControlsThe Enlarged Group does not currently have all the internal systems and controls which investorswould expect from a larger, more established business. On Admission, the New Board intends to takesteps to ensure that systems and controls (appropriate for a group of the size and of the nature of theEnlarged Group) are adopted and reviewed regularly.Other directorships/interestsIt is possible that members of the New Board may, following Admission, be interested in or act, in alimited quality, in the management or conduct of the affairs of other companies. Should any conflictsof interest be identified, they will be declared to the New Board and dealt with appropriately. AndrewTurner is an investor and acts as a consultant, providing business development services to WandiscoInc. The arrangements have been disclosed to the Directors and have been approved by the New Boardwith effect from Admission.Economic, political, judicial, administrative, taxation or other regulatory mattersThe Enlarged Group may be adversely affected by changes in economic, political, judicial,administrative, taxation or other regulatory factors, as well as other unforeseen matters. In particular,Avisen’s financial performance may be adversely affected by such changes in other jurisdictions inwhich it operates e.g. in the Netherlands or the Republic of South Africa.Requirement for further fundsThe existing resources of the Company and Avisen may not be sufficient for the future working capitalrequirements of the Enlarged Group or allow the Enlarged Group to exploit new opportunities. It maytherefore be necessary for the Company to raise further funds in the future, which may be by way ofissue of further Ordinary Shares on a non pre-emptive basis.Taxation FrameworkThis document has been prepared in accordance with current UK tax legislation, practice andconcession and interpretation thereof. Any change in the Company’s tax status or in taxation legislationcould affect the Company’s ability to provide returns to its shareholders or alter post tax returns to itsshareholders. Statements in this document concerning the taxation of investors in Ordinary Shares arebased on current tax law and practice which is subject to change. The taxation of an investment in theCompany depends on the individual circumstances of investors.25

General risksIf any or all of the above risks actually occur, the Enlarged Group’s business, financial conditions,results or future operations could be adversely affected. In such a case, the price of the Ordinary Sharescould decline and investors may lose all or part of their investment. Additional risks and uncertaintiesnot presently known to the Directors and Proposed Directors, or which the Directors and ProposedDirectors currently deem immaterial, may also have an adverse effect upon the Enlarged Group.26

PART IIISection AAccountants’ Report on the financial information of Avisen Group LimitedThe Directors and Proposed DirectorsZ GROUP plc31 Vernon StreetLondon W14 0RNandThe DirectorsJohn East & Partners Limited10 Finsbury SquareLondon EC2A 1ADDear SirsAvisen Group Limited and its subsidiaries (“Avisen Group” or the “Group”)7 January 2009IntroductionWe report on the financial information set out in Section B of Part III of the admission document of Z GROUPplc (“Z GROUP”) dated 7 January 2009 (the “Document”). This financial information has been prepared forinclusion in the Document on the basis of the accounting policies set out in note 1 to the financial information.This report is required by Paragraph (a) of Schedule Two of the AIM Rules for Companies (the “AIM Rules”)and is given for the purposes of complying with that paragraph and for no other purpose.ResponsibilitiesThe directors of Avisen are responsible for preparing the financial information on the Avisen Group on the basisof preparation set out in note 1 to the financial information and in accordance with applicable InternationalFinancial Reporting Standards (“IFRS”).It is our responsibility to form an opinion as to whether the financial information gives a true and fair view, forthe purposes of the Document, and to report our opinion to you.Save for any responsibility arising under Paragraph (a) of Schedule Two of the AIM Rules to any person as andto the extent there provided, to the fullest extent permitted by the law we do not assume any responsibility andwill not accept any liability to any other person for any loss suffered by any such other person as a result of,arising out of, or in connection with this report or our statement, required by and given solely for the purposes ofcomplying with Paragraph (a) of Schedule Two of the AIM Rules, consenting to its inclusion in the Document.Basis of OpinionWe conducted our work in accordance with Standards of Investment Reporting issued by the Auditing PracticesBoard in the United Kingdom. Our work included an assessment of evidence relevant to the amounts anddisclosures in the financial information. It also included an assessment of the significant estimates andjudgements made by those responsible for the preparation of the financial information and whether theaccounting policies are appropriate to the entity’s circumstances, consistently applied and adequately disclosed.We planned and performed our work so as to obtain all the information and explanations which we considerednecessary in order to provide us with sufficient evidence to give reasonable assurance that the financialinformation is free from material misstatement whether caused by fraud or other irregularity or error.27

OpinionIn our opinion, the financial information gives, for the purposes of the Document, a true and fair view of the stateof affairs of the Avisen Group as at the dates stated and of its profits, cash flows and changes in equity for theperiods then ended in accordance with the basis of preparation set out in note 1 to the financial information andhas been prepared in accordance with applicable IFRS as described in note 1 to the financial information.DeclarationFor the purposes of Paragraph (a) of Schedule Two of the AIM Rules, we are responsible for this report as part ofthe Document and declare that we have taken all reasonable care to ensure that the information contained in thisreport is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect itsimport. This declaration is included in the Document in compliance with Paragraph (a) of Schedule Two of theAIM Rules.Yours faithfullyHorwath Clark Whitehill LLPChartered Accountants28

Section BFinancial Information on Avisen Group LimitedConsolidated Income StatementNotesFifteenmonthperiod ended31 March2006£Year ended31 March2007£Year ended31 March2008£Six monthperiod ended30 September2008£Revenue 2 103,872 863,563 4,020,397 1,730,947Cost of sales — (280,554) (1,997,792) (647,822)Gross profit 103,872 583,009 2,022,605 1,083,125Administrative expenses (10,073) (374,620) (1,571,565) (770,001)Operating profit 4 93,799 208,389 451,040 313,124Finance costs 6 — (1,392) (772) —Finance income 7 57 1,489 31,878 7,759Profit on ordinary activities before taxation 93,856 208,486 482,146 320,883Income tax expense 8 (21,000) (45,386) (164,610) (100,390)Profit for the period 72,856 163,100 317,536 220,493Attributable to:Equity shareholders of the company 58,285 147,621 318,366 218,836Minority interest 14,571 15,479 (830) 1,65772,856 163,100 317,536 220,49329

Consolidated Balance SheetNotesAs at31 March2006£As at31 March2007£As at31 March2008£As at30 September2008£ASSETSNon-current assetsProperty, plant and equipment 10 — 1,146 12,993 11,369Intangible assets — — — 353,929Goodwill 11 — — 244,889 244,889— 1,146 257,882 610,187Current assetsTrade and other receivables 13 50,356 356,473 760,856 974,329Cash and cash equivalents 14 76,180 414,759 1,066,526 374,922126,536 771,232 1,827,382 1,349,251Total assets 126,536 772,378 2,085,264 1,959,438EQUITY AND LIABILITIESEquity attributable to shareholdersof the parentShare capital 15 100 100 21,483 21,483Share premium 17 — — 206,518 206,518Currency translation reserve 17 — — (259) (4,884)Retained earnings 17 47,085 174,706 403,221 622,057Total parent shareholders’ equity 47,185 174,806 630,963 845,174Minority interest (55,404) (69,925) 241 1,899Total equity (8,219) 104,881 631,204 847,073Current liabilitiesTrade and other payables 18 113,755 601,111 1,198,910 803,875Current tax payable 18 21,000 66,386 255,150 308,490Total liabilities 134,755 667,497 1,454,060 1,112,365Total equity and liabilities 126,536 772,378 2,085,264 1,959,43830

Consolidated Statement of Changes in EquityShareCapital£SharePremium£OtherReserves£RetainedEarnings£Balance as at 1 January 2005 100 — — — 100Changes in equity for the fifteenmonth period ended 31 March 2006Profit for the period — — — 58,285 58,285Total recognised income and expensefor the period — — — 58,285 58,285Dividends paid — — — (11,200) (11,200)Balance as at 31 March 2006 100 — — 47,085 47,185Changes in net equity for the yearended 31 March 2007Profit for the period — — — 147,621 147,621Total recognised income and expensesfor the period — — — 147,621 147,621Dividends paid — — — (20,000) (20,000)Balance as at 31 March 2007 100 — — 174,706 174,806Changes in equity for the yearended 31 March 2006Profit for the period — — — 318,366 318,366Total recognised income and expensesfor the period — — — 318,366 318,366Currency translation — — (259) — (259)Transfer to profit or loss for the year — — — (69,951) (69,951)Bonus issue of shares — — — (19,900) (19,900)Sale of shares 21,383 206,518 — — 227,901Balance as at 31 March 2008 21,483 206,518 (259) 403,221 630,963Changes in equity for the six monthperiod ended 30 September 2008Profit for the period — — — 218,836 218,836Total recognised income and expensefor the period — — — 218,836 218,836Currency translation — — (4,625) — (4,625)Balance as at 30 September 2008 21,483 206,518 (4,884) 622,057 845,174Total£31

Consolidated Statement of Recognised Income and ExpenseFifteenmonthperiod ended31 March2006£Year ended31 March2007£Year ended31 March2008£Six monthperiod ended30 September2008£Loss on foreign currency translation — — (259) (4,625)Net expense recognised directly in equityProfit for the period 72,856 163,100 317,536 220,493Total recognised income and expenses for the period 72,856 163,100 317,277 215,868Attributable to:Equity holders of the parent — — 318,126 214,558Minority interest — — (849) 1,310— — 317,277 215,86832

Consolidated Cash Flow StatementFifteenmonthperiod ended31 March2006£Year ended31 March2007£Year ended31 March2008£Six monthperiod ended30 September2008£Cash flows from operating activitiesProfit from operations 93,799 208,389 451,040 313,124Adjustments for:Depreciation on property, plant and equipment — 573 7,330 1,624Operating cash flows before movement inworking capital 93,799 208,962 458,370 314,748Increase in receivables (50,231) (306,117) (404,384) (213,472)Increase/(Decrease) in payables 113,755 487,356 597,799 (401,337)Cash generated from/(used in) operations 157,323 390,201 651,785 (300,061)Income taxes paid — — (20,735) (47,050)Interest paid — (1,392) (772) —Net cash generated from/(used in)operating activities 157,323 388,809 630,278 (347,111)Cash flows from investing activitiesPurchase of property, plant and equipment — (1,719) — —Purchase of subsidiary — — (41,018) —Expenditure on development costs — — — (353,929)Interest received 57 1,489 31,878 7,759Net cash generated from/(used in)investing activities 57 (230) (9,140) (346,170)Cash flows from financing activitiesDividends paid – Group (11,200) (20,000) — —Dividends paid – monthly (70,000) (30,000) — —Proceeds from the issue of share capital — — 27,901 —Increase in bank overdrafts — — — 6,302Net cash (used in)/generated fromfinancing activities (81,200) (50,000) 27,901 6,302Net increase/(decrease) in cash andcash equivalents 76,180 338,579 649,039 (686,979)Cash and cash equivalents at the beginning ofthe period — 76,180 414,759 1,066,526Effect of foreign exchange — — 2,728 (4,625)Cash and cash equivalents at the end of the period 76,180 414,759 1,066,526 374,92233

Notes to the Consolidated Financial Information1. Accounting polices1.1 Presentation of financial informationThe financial information is prepared in sterling and under the historical cost convention.The consolidated financial information has been prepared in accordance with IFRS as adopted by the EuropeanUnion.The accounting policies set out below have been applied consistently to all periods presented in the financialinformation.The disclosures concerning the transition from UK GAAP to IFRS are disclosed in note 24.At the date of authorisation of the financial information, the following standards and interpretations which havenot been applied in the financial information were in issue but not yet effective:IFRS 3 – Business Combinations (Revised)IFRS 8 – Operating SegmentsIAS 1 – (Revised) Presentation of Financial StatementsIAS 23 – Borrowing CostsIAS 27 – Consolidated and Separate Financial Statements (Revised 2008)IFRIC 11 – Group and Treasury Share TransactionsIFRIC 12 – Service Concession ArrangementsIFRIC 13 – Customer Loyalty Programmes (effective for periods commencing on or after 1 July 2008)IFRIC 14 (IAS19) – The Limit on a Defined Benefit Asset Minimum Funding Requirement and their InteractionThese standards and interpretations are not expected to have any significant impact on the financial informationof the Group, in their periods of initial application, except for the additional disclosures on operating segmentswhen the relevant standard comes into effect for periods commencing on or after 1 January 2009.1.2 Basis of consolidationControl exists where the Group has the power, directly or indirectly, to govern the financial and operatingpolicies of an entity so as to obtain benefits from its activities. Subsidiaries are entities controlled by theCompany. The financial information of the Subsidiaries are included in the consolidated financial informationfrom the date control commences until the date that control ceases.Intracompany balances, and any unrealised gains and losses or income and expenses arising from intragrouptransactions, are eliminated when preparing the consolidated financial information.1.3 Revenue recognitionRevenue is earned under a wide variety of contracts to provide professional services and advice to third parties.Revenue is measured at the fair value of the consideration received or receivable and represents amountschargeable to clients including recoverable expenses and disbursements, net of discounts, VAT and other salesrelated tax.Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and therevenue can be reliably measured.Revenue is recognised as services progress by reference to the stage of completion of the transaction at thebalance sheet date.When the outcome of a transaction is unable to be estimated reliably no profit is recognised.1.4 Trade and other receivablesTrade and other receivables are stated at their cost less impairment losses.34

1.5 Trade and other payablesTrade and other payables are stated at their cost less impairment losses.1.6 Cash and cash equivalentsCash and cash equivalents comprise cash and all deposits with an original maturity of three months or less.1.7 Property, plant & equipment and depreciationProperty, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Whereparts of an item of property, plant and equipment have different useful lives, they are accounted for as separateitems of property, plant and equipment.Depreciation is charged to the income statement on a straight line basis over the estimated useful economic livesof each part of an item of property, plant and equipment. The depreciation rates are as follows:Computer Equipment 33.3 per cent. straight line1.8 Foreign CurrencyOn consolidation, assets and liabilities of the Group’s foreign subsidiaries are translated into sterling at year endexchange rates.At each balance sheet date, monetary assets and liabilities that are denominated in foreign currency areretranslated at the prevailing rates on the balance sheet date. Non monetary items that are measured at historicalcost in a foreign currency are not retranslated.The results of the Group’s foreign subsidiaries are translated into sterling at average rates of exchange for theyear.Foreign exchange differences arising on retranslation are recognised directly in equity.1.9 GoodwillGoodwill arising on consolidation represents the excess cost of acquisition over the Group’s interest in the fairvalue of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date ofacquisition. Goodwill is initially recognised as an asset and reviewed for impairment at least annually. Anyimpairment is recognised immediately in the income statement and is not subsequently reversed.For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash generating unitsexpected to benefit from the synergies of the combination. Cash generating units to which goodwill has beenallocated are tested for impairment annually, or more frequently when there is an indication of impairment. Theamount of the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to theunit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is includedin the determination of the profit or loss on disposal.1.10 Internally-generated intangible assets – research and development expenditureExpenditure on research activities is recognised as an expense in the period in which it is incurred. Aninternally-generated intangible asset arising from the Group’s development is recognised only if all of thefollowing conditions are met:- an asset is created than can be identified- it is probable that the asset created will generate future economic benefits, and- the development cost of the asset can be measured reliably.Where no internally-generated intangible asset can be recognised, development expenditure is recognised as anexpense in the period in which it is incurred. Internally-generated intangible assets are amortised over theestimated useful lives.1.11 Impairment of tangible and intangible assetsImpairment testing is carried out for all tangible and intangible assets at the balance sheet date or where there hasbeen an indication that impairment exists. Where the asset does not generate cash flows that are independent fromother assets, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs.35

An intangible asset with an indefinite useful life is tested for impairment annually and whether there is anindication that the asset may be impairedFor the purpose of the impairment testing, the carrying amounts of the tangible and intangible assets are reviewedand an impairment loss is recognised where the carrying amounts exceed the assets’ recoverable amounts.The recoverable amount is the higher of the asset’s fair value less costs to sell and value in use. Value in use isdetermined by discounting an asset’s estimated future cash flows to its present value using a discount rate whichreflects current market assessments of the time value of money and asset specific risks.Any impairment loss arising is recognised immediately in the income statement. Where the asset is carried at arevalued amount, the impairment loss is recognised as a decrease to the revaluation reserve.1.12 Share-based paymentsIn accordance with IFRS2, Share-based payment, the Group reflects the economic cost of awarding shares andshare options to employees. The fair value of share options granted is recognised as an employee expense with acorresponding increase in equity.1.13 TaxationThe tax expense comprises the current tax payable by the Group and deferred tax.Current taxes are based on the taxable profit for the period of the Group companies and are calculated accordingto local tax rules, using the tax rates that have been enacted or substantially enacted by the balance sheet date.Deferred tax is provided in full using the balance sheet liability method for all taxable temporary differencesarising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes.Deferred tax is measured using currently enacted or substantially enacted tax rates.Deferred tax assets are recognised to the extent the temporary difference will reverse in the foreseeable future andthat it is probable that future taxable profit will be available against which the asset can be utilised.Deferred tax is recognised for all deductible temporary differences arising from investments in subsidiaries,branches and associates, and interests in joint ventures, to the extent that it is probable that the temporarydifference will reverse in the foreseeable future and taxable profit will be available against which the temporarydifference can be utilised.1.14 Financial instrumentsFinancial assets and financial liabilities are recognised in the Group’s balance sheets when the Group has becomea party to the contractual provisions of the instrument.1.15 Use of assumptions and estimatesThe Group makes judgements, estimates and assumptions that affect the application of policies and reportedamounts of assets and liabilities, income and expenses. The resulting accounting estimates calculated using thesejudgements and assumptions will, by definition, seldom equal the related actual results but are based on historicalexperience and expectations of future events. The estimates and underlying assumptions are reviewed on anongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised ifthe revision affects only that period, or in the period of revision and future periods if the revision affects bothcurrent and future periods.The estimates and assumptions that have a significant effect on the amounts recognised in the financialinformation are those related to establishing depreciation and amortisation periods for the Group, and theestimates in relation to future cash flows and discount rates utilised in impairment testing.2. RevenueFifteenmonthperiod ended31 March2006£Year ended31 March2007£Year ended31 March2008£Six monthperiod to30 September2008£Continuing operationsSale of service 103,872 863,563 4,020,397 1,730,94736

3. Segmental analysisThe turnover and profit before tax are attributable to the one principal activity of the Group. The primaryreporting format is by geographical area and the secondary reporting format is by business segment.Analysis of turnover is given below:Fifteenmonthperiod ended31 March2006£Year ended31 March2007£Year ended31 March2008£Six months to30 September2008£United Kingdom 103,872 729,930 3,453,996 843,141EU — 133,633 525,683 824,868Rest of World — — 40,718 62,938103,872 863,563 4,020,397 1,730,947Segment information about the business is reported below:30 September 2008UK2008£US2008£EU2008£Consolidation2008£Continuing operationsRevenueExternal sales 1,587,054 — 143,893 1,730,9471,587,054 — 143,893 1,730,947Segment operating profit/(loss) 343,450 (52,380) 22,054 313,124Finance income 7,716 — 43 7,759Profit before tax 351,166 (52,380) 22,097 320,883Income tax expense (100,390) — — (100,390)Profit/(Loss) for the period 250,776 (52,380) 22,097 220,493Other informationDepreciation 1,624 — — 1,624Balance sheetTotal assets 1,829,910 12,047 117,481 1,959,438Total liabilities 936,777 83,077 92,511 1,112,36537

31 March 2008UK2008£US2008£EU2008£Consolidation2008£Continuing operationsRevenueExternal sales 4,020,397 — — 4,020,3974,020,397 — — 4,020,397Segment operating profit/(loss) 476,220 (14,115) (11,065) 451,040Finance expense (772) — — (772)Finance income 31,877 — 1 31,878Profit before tax 507,325 (14,115) (11,064) 482,146Income tax expense (164,610) — — (164,610)Profit/(Loss) for the year 342,715 (14,115) (11,064) 317,536Other informationCapital additions 19,177 — — 19,177Depreciation 7,330 — — 7,330Balance sheetTotal assets 2,049,513 14,115 21,637 2,085,265Total liabilities 1,421,271 14,115 18,674 1,454,06031 March 2007UK2007£EU2007£Consolidation2007£Continuing operationsRevenueExternal sales 863,563 — 863,563836,563 — 863,563Segment operating profit 208,389 — 208,389Finance expense (1,392) — (1,392)Finance income 1,489 — 1,489Profit before tax 208,486 — 208,486Income tax expense (45,386) — (45,386)Profit for the year 163,100 — 163,100Other informationCapital additions 1,719 — 1,719Depreciation 573 — 573Balance sheetTotal assets 772,378 — 772,378Total liabilities 667,497 — 667,49738

31 March 2006UK2006£EU2006£Consolidation2006£Continuing operationsRevenueExternal sales 103,872 — 103,872103,872 — 103,872Segment operating profit 93,799 — 93,799Finance expense — — —Finance income 57 — 57Profit before tax 93,856 — 93,856Income tax expense (21,000) — (21,000)Profit for the period 72,856 — 72,856Balance sheetTotal assets 126,536 — 126,536Total liabilities 134,755 — 134,7554. Operating profitThis is stated after charging/(crediting)Fifteenmonthperiod ended31 March2006£Year ended31 March2007£Year ended31 March2008£Six monthperiod ended30 September2008£Wages and salaries 4,200 291,644 626,633 662,020Social security costs — 36,016 94,572 129,865Staff costs including directors 4,200 327,660 721,205 791,885Depreciation of tangible fixed assets — 573 7,330 1,6245. Employees and DirectorsStaffThe average number of employees, including directors was:Fifteenmonthperiod ended31 March2006£Year ended31 March2007£Year ended31 March2008£Six monthperiod ended30 September2008£Management 2 2 3 4Technical 1 4 10 15Administrative — 1 — 53 7 13 24Directors emolumentsFifteenmonthperiod ended31 March2006£Year ended31 March2007£Year ended31 March2008£Six monthperiod ended30 September2008£Salary — 62,500 300,000 150,000Bonus — 200,000 50,000 37,160— 262,500 350,000 187,16039

6. Finance costsFifteenmonthperiod ended31 March2006£Year ended31 March2007£Year ended31 March2008£Six monthperiod ended30 September2008£Other — 1,392 772 —772 1,392 772 —7. Finance incomeFifteenmonthperiod ended31 March2006£Year ended31 March2007£Year ended31 March2008£Six monthperiod ended30 September2008£Bank interest receivable 57 1,489 31,878 7,75957 1,489 31,878 7,7598. Income taxFifteenmonthperiod ended31 March2006£Year ended31 March2007£Year ended31 March2008£Six monthperiod ended30 September2008£Current taxesTotal current tax 21,000 45,386 169,893 98,966Adjustments in respect of previous periods — — (5,283) 1,424Total income tax on continuing operations 21,000 45,386 164,610 100,390Tax rate reconciliationProfit on ordinary activities before tax 93,856 208,486 482,146 320,883Applicable tax rates 19 per cent. 19 per cent. 30 per cent. 28 per cent.Current tax 17,833 39,612 144,644 89,847Effect of:Items not deductable for tax purposes 164 490 25,905 5,670Depreciation add back — 109 2,199 487Capital allowances — (163) (65) (274)Adjustments in respect of previous periods — — (5,283) 1,424Other 3,003 5,338 (2,790) 3,236Current tax charge 21,000 45,386 164,610 100,3909. DividendsFifteenmonthperiod ended31 March2006£Year ended31 March2007£Year ended31 March2008£Six monthperiod ended30 September2008£Equity dividends paid 11,200 20,000 — —40

10. Property, plant and equipmentComputerequipment£CostAs at 1 January 2005 and 1 April 2006 —Additions 1,719As at 31 March 2007 1,719Additions 19,177As at 31 March 2008 20,896As at 30 September 2008 20,896DepreciationAs at 1 January 2005 and 1 April 2006 —Charge for the year 573As at 31 March 2007 573Charge for the year 7,330As at 31 March 2008 7,903Charge for the period 1,624As at 30 September 2008 9,527Net book value as at 31 March 2006 —Net book value as at 31 March 2007 1,146Net book value as at 31 March 2008 12,993Net book value as at 30 September 2008 11,36911. Intangible assetsGoodwill£CostAs at 1 January 2005, 1 April 2006 and 1 April 2007 —Additions 244,889As at 31 March 2008 244,889As at 30 September 2008 244,889The Group carried out an impairment test of goodwill for the year ended 31 March 2008 as required by IFRSs.The impairment test did not result in the recognition of any loss and the carrying amount of all cash generatingunits was considered lower than their recoverable amount.For the purpose of impairment testing, the carrying amount of goodwill and other assets has been allocated tocash generating units as follows:As at 31 March 2008Asset allocationsGoodwill 244,889 — — 244,889Property, plant and equipment 12,993 — — 12,993257,882 — — 257,882UK2008£US2008£EU2008£Total2008£41

As at 30 September 2008Asset allocationsGoodwill 244,889 — — 244,889Property, plant and equipment 11,369 — — 11,369Development costs 353,929 — — 353,929610,187 — — 610,187No goodwill arises in earlier periods.The principal assumptions made in determining the value in use of each cash generating unit throughout theGroup were as follows:1. The impairment test has been carried out based on the valuation surrounding the purchase of SolutionMinds (UK) Ltd, this being 31 January 2008.2. The directors believe that any reasonable change in the key assumptions on which the recoverable amountis based would not cause the carrying amount to exceed its recoverable amount.Goodwill has arisen on the acquisition of the Group’s interest in the fair value of the identifiable assets andliabilities of Solution Minds (UK) Ltd. The consideration comprised shares and cash. The goodwill acquiredrepresents a payment made by the Group in anticipation of future economic benefits from assets that are notcapable of being individually identified and separately recognised. The future economic benefits are anticipatedto result from synergy arising from a combination of these assets.12. Other intangible assetsDevelopmentCosts£CostAs at 1 January 2005, 1 April 2006, 1 April 2007 and 1 April 2008 —Additions 353,929As at 30 September 2008 353,929UK2008£US2008£EU2008£Total2008£13. Trade and other receivablesAs at31 March2006£As at31 March2007£As at31 March2008£As at30 September2008£Trade receivablesTrade receivables 50,231 351,354 440,697 594,868Other receivablesDirectors’ current accounts — — 200,386 75,825Other debtors 125 5,119 66,825 174,546Prepayments and accrued income — — 52,948 129,090125 5,119 320,159 379,46142

The aged analysis of trade receivables that are not overdue as well as overdue amounts and related provisions fordoubtful trade receivables is as follows:As at31 March2006£As at31 March2007£As at31 March2008£As at30 September2008£Total 50,231 351,354 486,138 743,883Less provision for doubtful tradereceivables/credit notes — — (45,441) (149,015)Total trade receivables 50,231 351,354 440,697 594,868of which:Not overdue 11,633 329,225 66,077 279,515Past due not more than 1 month 8,724 11,747 159,763 61,144Past due more than 1 month and not more than3 months 7,138 10,382 116,869 96,294Past due more than 3 months and not more than6 months 12,161 — 16,702 15,896Past due more than 6 months and not more than1 year 10,575 — 126,727 291,034Past due more than 1 year — — — —Provision for doubtful receivables/credit notes — — (45,441) (149,015)Total trade receivables 50,231 351,354 440,697 594,868Fifteenmonthperiod ended31 March2006daysYear ended31 March2007daysYear ended31 March2008daysSix monthperiod ended30 September2008daysThe average credit period 177 149 40 63There is no material difference between fair value of receivables and their book value. In determining therecoverability of trade receivables, the Group considers any change in the credit quality of the trade receivablefrom the date credit was initially granted to the reporting date.The directors consider that the carrying amount of trade and other receivables approximates to their fair value.14. Cash and cash equivalentsAs at31 March2006£As at31 March2007£As at31 March2008£As at30 September2008£Cash and cash equivalents 76,180 414,759 1,066,526 374,922Cash and cash equivalents comprise cash held by the Group.43

15. Equity share capitalAs at31 March2006£As at31 March2007£As at31 March2008£As at30 September2008£Authorised share capital1,000 Ordinary 100p shares 1,000 1,000 — —2,500,000 Founder 1p shares — — 25,000 25,0001,000,000 Ordinary A 1p shares — — 10,000 10,0001,500,000 Ordinary B 1p shares — — 15,000 15,0001,000 1,000 50,000 50,000Allotted, called up and fully paid100 Ordinary shares 100 100 — —2,000,000 Founder shares — — 20,000 20,000107,500 Ordinary A shares — — 1,075 1,07540,750 Ordinary B shares — — 408 408100 100 21,483 21,483During 2008 the authorised share capital was increased from £1,000 to £50,000 and then sub divided into 1pshares. At the time of the sub division the shares were re-designated into 2,500,000 Founder shares, 1,000,000Ordinary A shares and 1,500,000 Ordinary B shares.In 2008 107,500 Ordinary A shares were issued with a deemed cost of £1.86 per share. The issue formed thebasis of a share for share exchange regarding the purchase of Solution Minds (UK) Ltd and Solution Minds Ltd.Also in 2008, 40,750 Ordinary B shares were issued at a cost of £0.1963 per share.The rights attached to Founder Shares include an entitlement to receive dividends and an entitlement to attendand vote at general meetings of the Company. The Founder Shares can be transferred if written consent is givenby the discretion of Controlling Shareholders.The rights attached to the Ordinary A and Ordinary B shares relating to the transfer of shares are more restrictivethan for the rights attached to the Founder shares. The principal difference between the rights attached to thedifferent classes of share are that the Ordinary A and Ordinary B shares carry no voting rights.16. Share based paymentsAs at 31 March 2008 there were no share based payments.During the period ended 30 September 2008, the Company had the following share based payment arrangement:Six monthperiod ended30 September2008Employee share option planOutstanding at 1 April 2008 —Granted 182,601Outstanding at 30 September 2008 182,601The date of grant for these share options was 27 June 2008 and the stock value at the time of grant was 20p. Thevesting date is 1 April 2010 unless there is a prior sale or flotation. The options have an exercise price of 20p andall options were granted to option holders on 27 June 2008.A charge of £nil was recorded in the consolidated income statement for the period ended 30 September 2008 asthe directors have concluded that, had the fair value of equity-settled share options been estimated as at the dateof grant using a option pricing model under IFRS2- share based payment, the amounts would be immaterial.44

17. ReservesSharePremiumAccountCurrencyTranslationReserveProfit andLossAccountAs at 1 January 2005 — — —Retained profit for the period — — 47,085As at 31 March 2006 — — 47,085As at 1 April 2006 — — 47,085Retained profit for the year — — 127,621As at 31 March 2007 — — 174,706As at 1 April 2007 — — 174,706Transfer to profit or loss for the year — — (69,951)Retained profit for the year — — 318,366Exchange movements on translation of overseas net assets — (259) —Bonus issue of shares — — (19,900)Issue of shares 206,518 — —As at 31 March 2008 206,518 (259) 403,221As at 1 April 2008 206,518 (259) 403,221Retained profit for the period — — 218,836Exchange movements on translation of overseas net assets — (4,625) —As at 30 September 2008 206,518 (4,884) 622,057Share premium accountThe share premium account represents the amounts received by the Company on the issue of Ordinary A andOrdinary B Shares that are in excess of the nominal value of the issued shares.Currency translation reserveThe currency translation reserve is used to record exchange differences arising from the translation of thefinancial statements of foreign subsidiaries.18. Trade and other payablesAs at31 March2006£As at31 March2007£As at31 March2008£As at30 September2008£Bank overdraft — — — 6,302Trade payables — 149,407 265,264 326,608Corporation tax 21,000 66,386 255,150 308,490Other taxes and social security costs 7,481 219,788 504,827 291,012Directors’ current accounts 16,112 26,119 — —Other creditors 7,212 185,105 187,287 87,730Accruals and deferred income 82,950 20,692 241,532 92,223134,755 667,497 1,454,060 1,112,365Fifteenmonthperiod ended31 March2006daysYear ended31 March2007daysYearended31 March2008daysSix monthperiod ended30 September2008daysThe average credit period — 194 48 92The directors consider that the book value of trade payables, accrued liabilities and deferred income approximatesto their fair value at the balance sheet date.45

The maturity profile of the financial liabilities at 31 March 2008, based on contractual undiscounted payments,are for the trade and other payables to fall due for payment on normal commercial terms. The company aims toensure that all payables are paid within the credit time frame.19. Related party transactionsIn the year ended 31 March 2008 Avisen Group transferred £14,115 and £18,674 to Avisen LLC and Avisen BVrespectively in order to aid cash flow. At the year end Avisen Group Limited was owed £14,115 by Avisen LLCand £18,674 by Avisen BV.In the year ended 31 March 2008 Avisen Group Limited recharged expenditure of £2,300,073 and income of£24,237 to Avisen Limited. These transactions were carried out to reflect the matching of income andexpenditure in relation to the company holding signed service contracts with customers.In the year indirect payments amounting to £3,991,279 in respect of invoices raised in Avisen Limited werecredited to Avisen Group Limited’s bank account in error.In the year ended 31 March 2008 a management charge of £290,000 was charged to Avisen Limited by AvisenGroup Limited.As at 31 March Avisen Group Limited owed Avisen Limited £392,790 (2007 – £100).In the year end 31 March 2008 Avisen Group Limited was charged £31,707 by Solution Minds (UK) Ltd, asubsidiary company, for services incurred. At the year end Avisen Group Limited owed Solution Minds (UK) Ltd£31,707.20. Operating lease commitmentsAs at31 March2006Land andBuildings£As at31 March2007Land andBuildings£As at31 March2008Land andBuildings£As at30 September2008Land andBuildings£Expire within one year — — 33,600 25,200Operating lease payments represent rentals payable by the Group in relation to its office property21. Financial InstrumentsThe Group’s operations expose it to a limited amount of credit and liquidity risk. There is little financial riskarising from the effects of changes in market prices other than the exposure to movements in exchange rates.There is no interest rate risk as it has no significant borrowings.The Group does not use derivative financial instruments to manage interest rate costs, and as such, no hedgeaccounting is appliedCredit RiskThe Group has implemented policies that require appropriate credit checks on potential customers before newaccounts are accepted. The amount of any exposure to any individual client is subject to a limit, which ismonitored annually by management.Liquidity RiskThe Group has no significant borrowings ensuring there are sufficient available funds for operations and plannedexpansions.Interest Rate RiskThe Group’s exposure to changes in interest rate risk relates primarily to interest-earning financial assets andinterest-bearing financial liabilities. Interest rate risk is managed by the Group on an on going basis with theprimary objective of limiting the extent to which net interest expense could be affected by an adverse movementin interest rates.46

Foreign Currency RiskThe Group incurs foreign currency risk on sales and purchases that are denominated in currencies other thansterling. The principal currency giving rise to this risk is the Euro. At present, the Group does not have anyformal policy for hedging against exchange exposure.22. Transactions with directorsThe following directors had outstanding loans during the year. Interest is being charged at 6.25 per cent. perannum.The movement on these loans are as follows:Fifteenmonthperiod ended31 March2006£Year ended31 March2007£Year ended31 March2008£Six monthperiod ended30 September2008£Amount OutstandingA Turner — — 94,227 71,944M Hanke — — 106,159 3,881In period to31 March2006£In year2007£In year2008£In period to30 September2008£MaximumA Turner — — 94,227 94,227M Hanke — — 106,159 106,159On 22 May 2008 £200,000 of the outstanding loan amounts disclosed above were repaid in full.The outstanding loan amounts disclosed above are to be repaid in full within nine months of the period ended30 September 2008.23. Post balance sheet eventsOn 2 November 2008, Avisen Group Limited entered into an agreement to acquire the trade, certain assets andcertain liabilities of the South African business intelligence company, Harvey Jones Systems (Proprietary)Limited.The cash consideration for the acquisition was £25,000. The fair values of the significant assets and liabilitiesassumed are currently being finalised but are expected to be in line with the consideration.24. Translation to IFRSReconciliation of profit from UK GAAP to IFRSFifteenmonthperiod ended31 March2006£Year ended31 March2007£Year ended31 March2008£Six monthperiod ended30 September2008£UK GAAP profit for the financial period 72,856 163,100 317,536 220,493Profit from continuing operations – IFRS 72,856 163,100 317,536 220,493Reconciliation of net assets from UK GAAP toIFRSNet assets per UK GAAP at 1 April (8,219) 104,881 631,205 847,073Net assets per IFRS (8,219) 104,881 631,205 847,073GoodwillInternational Financial Reporting Standards require goodwill to be subject to review for impairment rather thanregular amortisation.Group cash flow statementThe Group cash flow statement prepared in accordance with IFRS presents substantially the same information asthat prepared in accordance with IFRS 1 (revised).47

PART IVSection AAccountant’s Report on the Pro Forma Statement of Net Assets of the Enlarged GroupThe Directors and Proposed DirectorsZ GROUP plc31 Vernon StreetLondonW14 0RNThe DirectorsJohn East & Partners Limited10 Finsbury SquareLondonEC2A 1ADDear SirsZ GROUP plc (the “Company”) – Proposed acquisition of Avisen Group Limited7 January 2009We report on the pro forma net assets (the “Pro forma financial information”) set out in Section B of Part IV ofthe admission document of Z GROUP plc dated 7 January 2009 (the “Document”) which has been prepared onthe basis described, for illustrative purposes only, to provide information about how the acquisition of AvisenGroup Limited might have affected the financial information presented on the basis of the accounting policiesadopted by the Company as at 31 August 2008.Save for any responsibility arising under guidance issued by the London Stock Exchange with respect to the AIMMarket to any person as and to the extent there provided, to the fullest extent permitted by the law we do notassume any responsibility and will not accept any liability to any other person for any loss suffered by any suchother person as a result of, arising out of, or in connection with this report or our statement, required by and givensolely for the purposes of complying with Schedule Two of the AIM Rules for Companies (the “AIM Rules”),consenting to its inclusion in the Document.ResponsibilitiesIt is the responsibility of the Directors and Proposed Directors to prepare the Pro forma financial information setout in Section B of Part IV of the Document.It is our responsibility to form an opinion as to the proper compilation of the Pro forma financial information andto report that opinion to you.In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on anyfinancial information used in the compilation of the Pro forma financial information, nor do we acceptresponsibility for such reports or opinions beyond that owed to those to whom those reports or opinions wereaddressed by us at the dates of their issue.Basis of OpinionWe conducted our work in accordance with the Standards for Investment Reporting issued by the AuditingPractices Board in the United Kingdom. The work that we performed for the purpose of making this report,which involved no independent examination of any of the underlying financial information, consisted primarilyof comparing the unadjusted financial information with the source documents, considering the evidencesupporting the adjustments and discussing the Pro forma financial information with the Directors and ProposedDirectors.48

We planned and performed our work so as to obtain the information and explanations we considered necessary inorder to provide us with reasonable assurance that the Pro forma financial information has been properlycompiled on the basis stated.OpinionIn our opinion:(a)(b)the Pro forma information has been properly compiled on the basis stated; andsuch basis is consistent with the accounting policies of the Company.DeclarationFor the purposes of Paragraph (a) of Schedule Two of the AIM Rules for Companies we are responsible for thisreport as part of the Document and declare that we have taken all reasonable care to ensure that the informationcontained in this report is, to the best of our knowledge, in accordance with the facts and contains no omissionlikely to affect its import. This declaration is included in the Document in compliance with Schedule Two of theAIM Rules.Yours faithfullyHorwath Clark Whitehill LLPChartered Accountants49

Section BUnaudited Pro Forma Statement of Net Assets of the Enlarged GroupThe following unaudited Pro forma statement of net assets, which is based on the net assets of the Companyextracted from the interim financial statements for the six months ended 31 August 2008, has been adjusted toshow the effect of the acquisition of Avisen Group Limited.The unaudited Pro forma financial information has been prepared for illustrative purposes only, because of itsnature, the Pro forma financial information addresses a hypothetical situation and, therefore, does not representthe Enlarged Group’s actual position or results and may not give a true picture of the financial position of theEnlarged Group.(1)Z GROUPplc as at31 August2008£(2)Avisen GroupLimited as at30 September2008£(3)Pro formaAdjustments£Adjusted Proforma NetAssets£ASSETSGoodwill — 244,889 58,324 303,213Property, plant and equipment 8,935 11,369 — 20,304Other intangible assets — 353,929 — 353,929Other receivables 117,500 — — 117,500Non current assets 126,435 610,187 58,324 794,946Trade and other receivables 160,091 974,329 — 1,134,420Cash and cash equivalents 1,322,558 374,922 — 1,697,480Current assets 1,482,649 1,349,251 — 2,831,900Total assets 1,609,084 1,959,438 58,324 3,626,846Current liabilities (120,749) (1,112,365) (300,000) (1,533,114)NET ASSETS 1,488,335 847,073 (241,676) 2,093,732Notes:The unaudited Pro forma financial information has been prepared on the following basis:1. Company net assetsThe net assets of the Company have been extracted from the interim financial statements for the six months ended 31 August 2008.2. Avisen Group Limited net assetsThe net assets of the Avisen Group Limited have been extracted from the Financial Information set out in Section B of Part III of thisDocument.3. An adjustment has been made to reflect the estimated goodwill arising on the acquisition of the Avisen Group. This is an approximationonly and may differ from the goodwill in the consolidated financial statements of the Enlarged Group. A further adjustment has beenmade to reflect the estimated costs associated with the Acquisition of £300,000 (net of VAT).For the purposes of the Pro forma financial information, goodwill is measured as the excess of the cost of the business combination overthe net fair value of Z GROUP’s identifiable assets and liabilities. Consideration has been calculated based on 23,745,879 Z GROUP plcshares at a value of 5.25 pence per share. Therefore, the estimated goodwill arising as a result of the Acquisition is measured as follows:£Consideration 1,246,659Capitalised transaction costs 300,0001,546,659Net assets acquired 1,488,335Goodwill arising on the Acquisition 58,3244. No adjustments have been made to reflect the trading results of the Avisen Group Limited or any subsequent acquisitions made by theAvisen Group Limited since the date to which its Financial Information has been made up.5. No fair value adjustments have been made as a result of the acquisition of Avisen Group Limited.50

PART VAdditional information1. Responsibility1.1 The Company, the Directors and the Proposed Directors accept responsibility, both individually andcollectively, for the information contained in this document and confirm that to the best of theirknowledge and belief (who having taken all reasonable care to ensure that such is the case), theinformation contained in this document is in accordance with the facts and does not omit anything likelyto affect the import of such information.1.2 Each member of the Concert Party accepts responsibility for the information contained in this documentrelating to himself and Avisen and to the best of their knowledge and belief (who having taken allreasonable care to ensure that such is the case), the information contained in this document for which theyare responsible is in accordance with the facts and does not omit anything likely to affect the import ofsuch information.2. The Company and its subsidiaries2.1 The Company was incorporated in England and Wales on 20 April 2005 as a public limited companyunder the 1985 Act, with registered number 5429800 and under the name Z GROUP plc. On 16 June2005, the Company obtained a certificate to commence trading under section 117 of the 1985 Act. Theliability of the members of the Company is limited.2.2 The registered office and principal place of business of the Company is 31 Vernon Street, LondonW14 0RN (telephone number 0870 011 1173).2.3 The principal legislation under which the Company operates is the 1985 Act and the 2006 Act and theregulations made thereunder. The Ordinary Shares have been created pursuant to the 1985 Act.2.4 On Admission, the Company will be the holding company of the Enlarged Group and will, directly orindirectly, own the following companies:2.4.1 Avisen, which was incorporated in England and Wales on 21 July 2004 as a private limitedcompany and registered under number 5185468. On Admission it will be a wholly ownedsubsidiary of the Company;2.4.2 Solution Minds Ltd, which was incorporated in England and Wales on 20 July 2006 as a privatelimited company and registered under number 5881956. On Admission it will continue to be awholly owned subsidiary of Avisen.2.4.3 Solution Minds (UK) Ltd, which was incorporated in England and Wales on 16 December 2005 asa private limited company and registered under number 5656050. On Admission it will continue tobe a wholly owned subsidiary of Avisen.2.4.4 Avisen Limited, which was incorporated in England and Wales on 30 September 2003 as a privatelimited company and registered under number 4916520. On Admission it will continue to be awholly owned subsidiary of Avisen.2.4.5 Enfourmen Limited, which was incorporated in England and Wales on 13 January 2004 as aprivate limited company and registered under number 5013598. On Admission it will continue tobe a wholly owned subsidiary of Avisen.2.4.6 Dawnglen Investments (Proprietary) Limited (to be renamed Avisen (Proprietary) Limited), whichwas incorporated in South Africa on 17 September 2007 as a private limited company andregistered under number 2008/022385/07. On Admission it will continue to be a wholly ownedsubsidiary of Avisen.2.4.7 Avisen LLC, which was incorporated in the State of Massachusetts on 5 June 2007 as a limitedliability company and registered under identification number 000953063. On Admission it willcontinue to be a wholly owned subsidiary of Avisen.2.4.8 Avisen BV, which was incorporated in Amsterdam, the Netherlands on 4 January 2008 as aprivate limited liability company and registered at the Chamber of Commerce under registrationnumber 34291338. On Admission it will continue to be a wholly owned subsidiary of Avisen.51

2.4.9 Z Group Investments Limited, which was incorporated in England and Wales on 10 September2003 as a private limited company and registered under number 4893689. On Admission it will bea wholly owned subsidiary of the Company.3. Share Capital3.1 The authorised and issued share capital of the Company at the date of this document and immediatelyfollowing Admission assuming passing of the Resolutions are as follows:As at the date of this documentAuthorisednumber ofOrdinaryShares52On AdmissionIssued and fully paidAuthorisednumber ofOrdinaryShares Issued and fully paidNumber Amount Number AmountAuthorisedshare capital 100,000,000 23,745,879 £1,187,294 200,000,000 110,412,546 £5,520,6273.2 At the date of its incorporation, the authorised share capital of the Company was £50,000 divided into50,000 ordinary shares of 100p each, of which two subscriber shares were in issue, fully paid.3.3 On 15 June 2005, the authorised share capital of the Company was increased from £50,000, consisting of1,000,000 ordinary shares of £0.05 each, to £5,000,000 consisting of 100,000,000 ordinary shares of£0.05 each by the creation of a further 99,000,000 Ordinary Shares of £0.05 each. The Company thenentered into a share for share exchange agreement with the shareholders of Net2Roam Limited, underwhich the Company issued 16,692,795 Ordinary Shares as consideration for the entire issued share capitalof Net2Roam Limited.3.4 On 21 June 2005, the Company issued 4,907,408 Ordinary Shares at a price of 108p per Ordinary Sharepursuant to a placing and its admission to trading on AIM.3.5 The Company has issued the following Ordinary Shares:3.5.1 On 22 June 2006, the Company issued 240,100 Ordinary Shares to Berkeley Consultants Limited.3.5.2 On 29 November 2006, the Company issued 33,072 Ordinary Shares to Hansard CommunicationsLimited.3.5.3 On 15 December 2006, the Company issued 3,942,134 Ordinary Shares upon the purchase of theminority shareholdings in Onshare Limited.3.5.4 On 26 February 2007, the Company issued 60,000 Ordinary Shares to Jonty Slater.3.5.5 The total amount of issued and authorised shares (all of which had a par value of £0.05)outstanding at the beginning and the end of the Company’s latest financial year ended on29 February 2008 was as follows:Date Authorised Shares Issued Shares28 February 2007 5,000,000 1,187,29429 February 2008 5,000,000 1,187,2943.6 If the Proposals are approved, the authorised share capital of the Company will be increased from£5,000,000 divided into 100,000,000 Ordinary Shares to £10,000,000 divided into 200,000,000 OrdinaryShares.3.7 If the Proposals are implemented, on Admission the Company will issue and allot the ConsiderationShares.The following 200,775 Ordinary Shares are held under option. Information on the Share Option Schemeis set out in paragraph 9 of this Part V.Number ofOrdinaryNameShare Option PlanShares heldunder option Date of grantExercisepriceGraeme HossieIndividual option 43,295 21 June 2005 55pgrant outside ofshare option plansDuncan Neale EMI Plan 157,480 15 December 2006 63.5p

3.8 Save as referred to in this paragraph 3 and in paragraph 9, no share or loan capital of the Company isunder option or has been agreed, conditionally or unconditionally, to be put under option.3.9 The Consideration Shares will rank pari passu in all respects with the Existing Ordinary Shares includingthe right to receive all dividends and other distributions declared, made or paid after Admission on theissued share capital.3.10 The Company does not have any securities in issue not representing the share capital.3.11 No shares in the capital of the Company are held by or on behalf of the Company or by any subsidiaries inthe Company.3.12 Save as disclosed in this document, there are no acquisition rights or obligations over authorised butunissued share capital or undertakings to increase the capital of the Company.3.13 Save as disclosed in this document, there are no convertible, exchangeable securities or securities withwarrants in the Company.4. Memorandum of AssociationThe principal objects of the Company are set out in paragraph 4 of its memorandum of association (which isavailable for inspection at the address specified in paragraph 16 below and principally include acting as a holdingcompany and the carrying on of business as a general commercial company (including the carrying on of anytrade or business whatsoever and the doing of all such things as are incidental or conducive to the carrying on ofany trade or business).5. Articles of AssociationThe Articles of Association contain, inter alia, provisions to the following effect:5.1 Rights attaching to the Ordinary Shares5.1.1 VotingSubject to any restrictions imposed by or pursuant to these Articles and to any rights or restrictionsattached to any special class of shares in the capital of the Company, on a show of hands everymember personally present (or by proxy or being a corporation), present by a duly appointedrepresentative (unless the proxy in either case or the representative is himself a member entitled tovote) shall have one vote only, and in case of a poll every member present in person or by proxyshall (subject to these Articles) have one vote for every share in the capital of the Company heldby him.No holder of a share shall, unless the Directors otherwise determine, be entitled (save as proxy foranother member) to be present or vote at a general meeting either personally or by proxy if:(a)(b)(c)any call or such other such sum as is presently payable by him to the Company in respectof that share remains unpaid; orhe or any other person who appears to be interested in that share has been duly served anotice, pursuant to section 793 of the 2006 Act or any other statutory provision concerningthe disclosure of interests in voting shares, with a notice requiring the provision to theCompany of information regarding that share, and is in default in complying with suchnotice; orhe has been duly served with a notice pursuant to the Articles requiring the disclosure ofthe identity of the beneficial owner of that share and (if such owner is a body corporate)such other information specified in the Articles as may be required by that notice, and is indefault in complying with such notice.Any such notice must (inter alia) specify a period for compliance with its requirementsthat must not be less than 14 days from the date of service of the notice.5.1.2 DividendsThe Company may by ordinary resolution declare dividends. No dividend will be payable exceptout of the profits of the Company available for distribution in accordance with the provisions ofthe Statutes, or in excess of the amount recommended by the Directors. The Directors may payinterim dividends of such amounts and on such dates as they think fit. There is no fixed date forthe payment of dividends.53

Subject to any rights or privileges for the time being attached to any shares having preferential orspecial rights in regard to dividend, the profits of the Company that it shall from time to time havedetermined to distribute by way of dividend shall be applied in payment of dividends upon theshares in proportion to the amounts paid up thereon respectively otherwise than in advance ofcalls. If any share is issued upon terms providing that it shall rank for dividend as from or after aparticular date, or be entitled to dividends declared after a particular date, such share shall rank foror be entitled to dividend accordingly. Dividends may be paid in any currency.The Directors may retain any dividend payable on or in respect of a share on which the Companyhas a lien or (except in the circumstances specified in the Articles) if:(a) a notice has been duly served in respect of that share pursuant to section 793 of the 2006Act or any other statutory provision concerning the disclosure of interests in voting shares;(b) the share or shares which are the subject of that notice represent in aggregate at least 0.25per cent of that class of share; and(c)`the notice has not been complied with within the period stipulated in the notice (whichmust not be less than 14 days).Any dividend remaining unclaimed after a period of 12 years from the date such dividendbecomes due for payment shall be forfeited and shall revert to the Company.5.1.3 Distribution of assets on a winding-upSubject to any special rights for the time being attached to any class of shares, on a return of assetson liquidation or otherwise the surplus assets of the Company remaining after payment of itsliabilities shall be distributed in proportion to the amounts paid up or deemed to be paid up on theshares of the Company then in issue.5.1.4 Return of CapitalWithout prejudice to any special rights conferred on shareholders or holders of a class of sharesand subject to the provisions of the Statutes and these Articles any shares in the capital of theCompany for the time being may be allotted with such special rights, privileges or restrictions asthe Company may by ordinary resolution (before the allotment of such shares) from time to timedetermine.5.1.5 Alteration of share capitalThe Company may from time to time by ordinary resolution increase its capital by the creation ofnew shares.The Company may from time to time by ordinary resolution:(a)(b)(c)consolidate and divide all or any of its share capital into shares of larger amount than itsexisting shares; orcancel any shares which at the date of the passing of the relevant resolution have not beentaken or agreed to be taken by any person and diminish the amount of its share capital bythe nominal amount of the shares so cancelled; orby sub-division of its existing shares, or any of them, divide its capital, or any part thereof,into shares of smaller amount.The Company may from time to time by special resolution reduce its share capital, any capitalredemption reserve and any share premium account. These provisions are not more stringent thanrequired by law.5.1.6 Purchase of Own SharesThe Company may from time to time purchase its own shares (including any redeemable shares)but no contract for such a purchase shall be entered into unless the purchase has previously beensanctioned by an extraordinary resolution passed at a separate meeting of the holders of any classof securities issued by the Company which are listed and convertible into shares which are of thesame class as those proposed to be purchased.54

available to members of the relevant company (any such interest being deemed for thepurpose of this Article to be a material interest in all circumstances); or(e) an arrangement for the benefit of the employees of the Company or any of its subsidiaryundertakings which does not award him any privilege or benefit not generally awarded tothe employees to whom such arrangement relates; or(f) the purchase and/or maintenance of any insurance policy for the benefit of directors or forthe benefit of persons including directors.Subject to the provisions of the Statutes, a director may, notwithstanding his office:(a) be party to, or otherwise interested in, any contract, transaction, arrangement or proposalwith the Company or in which the Company is otherwise interested;(b) be a director or other officer of, or employed by or party to any contract, transaction,arrangement or proposal with, or otherwise interested in, any body corporate promoted bythe Company or in which the Company is otherwise interested; and(c) act by himself or his firm in a professional capacity (other than that of an auditor) for theCompany or any body corporate promoted by the Company or in which the Company isotherwise interested.A director shall not, by reason of his holding an office as a director (or of the fiduciaryrelationship established by holding that office), be liable to account to the Company for anyremuneration, profit or other benefit which results.5.3 Transfer of SharesAll transfers of shares may be effected in certificated form by transfer in writing in any usual or commonform or in any other form acceptable to the Directors or in uncertificated form in accordance with thefacilities and requirements of the relevant system concerned or by any other method which is authorisedby statute and approved or adopted by the Directors. Any instrument of transfer for a share in certificatedform shall be signed by or on behalf of the transferor and (except in the case of fully paid shares) by or onbehalf of the transferee. The transferor shall remain the holder of the shares concerned until the name ofthe transferee is entered in the register of members in respect thereof.The Directors may in their absolute discretion, and without assigning any reason therefor, refuse toregister any transfer of a share held in certificated form:(a) on which the Company has a lien, being a partly paid share, unless to do so would preventdealings taking place on an open and proper basis;(b) (except in the circumstances specified in the Articles) if:(i) a notice has been duly served in respect of that share pursuant to section 793 of the 2006Act or any other statutory provision concerning the disclosure of interests in voting shares;(ii) the share or shares which are the subject of that notice represent in aggregate at least 0.25per cent. of that class of share; and(iii) the notice has not been complied with within the period stipulated in the notice (whichmust not be less than 14 days); or(iv) that is in favour of more than four persons jointly.The Directors may also decline to recognise a transfer of shares unless it is in respect of only oneclass of share and is deposited at the place where the register of members of the Company is keptfor the time being (or at such other place as the Directors may from time to time determine)accompanied (save in the case of a transfer by a recognised clearing house or a nominee of arecognised clearing house or of a recognised investment exchange, unless and to the extent thatcertificates must by law have been issued in respect of the shares in question) by the relevant sharecertificate(s) and in any case such other evidence as the Directors may reasonably require to showthe right of the transferor to make the transfer.56

5.4 Variation of RightsWhenever the share capital is divided into different classes of shares, all or any of the rights attached toany class (unless otherwise provided by the terms of issue of the shares of that class) may be modified,varied, extended, abrogated or surrendered either in such manner (if any) as may be provided by suchrights or (in the absence of any such provision) with the written consent of the holders of at leastthree-fourths in nominal value of the issued shares of that class or with the sanction of an extraordinaryresolution passed at a separate general meeting of the holders of such shares. To every separate generalmeeting of the holders of a particular class of shares the provisions of the Articles relating to generalmeetings shall (mutatis mutandis) apply except as varied by section 334 of the 2006 Act.5.5 Borrowing PowersSubject to the provisions of Article 128 the Directors may exercise all the powers of the Company toborrow or raise money, to mortgage or charge all or any of its undertaking, property, assets and uncalledcapital, to issue debentures and other securities, and to give security whether outright or as collateralsecurity for any debt, liability or obligation of the Company, any subsidiary of the Company or of anythird party.The Directors shall restrict the borrowings of the Company and exercise all voting and other rights orpowers of control exercisable by the Company in relation to its subsidiaries (if any) so as to secure (asregards subsidiaries so far as by such exercise they can secure) that the aggregate amount for the timebeing remaining undischarged of all moneys borrowed by the Group (which expression in this Article andArticle 129 means and includes the Company and all its subsidiaries for the time being) and for the timebeing owing to persons outside the Group shall not, without the previous sanction of an ordinaryresolution of the Company, exceed an amount equal to the greater of 4 times the Adjusted Capital andReserves and £10,000,000. The certificate of the Auditors for the time being as to the amount of theAdjusted Capital and Reserves at any time shall be conclusive and binding upon all concerned.5.6 Electronic communicationThe Articles of Association provide that notices and other documents may be sent by the Company to, andreceived from, shareholders by electronic communication, subject to certain conditions, in addition toother methods of communication. Documents may also be made available to shareholders on a website.5.7 Proposed changes to the Articles of Association(a)Articles which duplicate statutory provisionsProvisions in the current Articles of Association which replicate provisions contained in the 1985Act are in the main amended to bring them into line with the 2006 Act. Certain examples of suchprovisions include provisions as to the form of resolutions, the variation of class rights, andprovisions regarding the period of notice required to convene general meetings. The main changesmade to reflect this approach are detailed below.(b)(c)(d)Form of resolutionThe current Articles of Association contain a provision that, where for any purpose an ordinaryresolution is required, a special or extraordinary resolution is also effective and that, where anextraordinary resolution is required, a special resolution is also effective. This provision is beingamended as the concept of extraordinary resolutions has not been retained under the 2006 Act.Variation of class rightsThe current Articles of Association contain provisions regarding the variation of class rights. Theproceedings and specific quorum requirements for a meeting convened to vary class rights arecontained in the 2006 Act. The relevant provisions have therefore been removed in the proposednew Articles of Association.Convening extraordinary and annual general meetingsThe provisions in the current Articles of Association dealing with the convening of generalmeetings and the length of notice required to convene general meetings are being amended toconform to new provisions in the 2006 Act. In particular an extraordinary general meeting toconsider a special resolution can be convened on 14 days’ notice whereas previously 21 days’notice was required.57

(e)(f)(g)Votes of membersUnder the 2006 Act proxies are entitled to vote on a show of hands whereas under the currentArticles of Association proxies are only entitled to vote on a poll. The time limits for theappointment or termination of a proxy appointment have been altered by the 2006 Act so that theArticles of Association cannot provide that they should be received more than 48 hours before themeeting or in the case of a poll taken more than 48 hours after the meeting, more than 24 hoursbefore the time for the taking of a poll, with weekends and bank holidays being permitted to beexcluded for this purpose. Multiple proxies may be appointed provided that each proxy isappointed to exercise the rights attached to a different share held by the shareholder. The proposednew Articles of Association reflect all of these new provisions.Age of directors on appointmentThe current Articles of Association contain a provision requiring a director’s age to be disclosed ifhe has attained the age of 70 years or more in the notice convening a meeting at which the directoris proposed to be appointed or re-appointed. Such provision could now fall foul of theEmployment Equality (Age) Regulations 2006 and so has been removed from the proposed newArticles of Association.Conflicts of interestThe 2006 Act sets out directors’ general duties which largely codify the existing law but withsome changes. Under the 2006 Act, from 1 October 2008 a director must avoid a situation wherehe has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with thecompany’s interests. The requirement is very broad and could apply, for example, if a directorbecomes a director of another company or a trustee of another organisation. The 2006 Act allowsdirectors of public companies to authorise conflicts and potential conflicts, where appropriate,where the articles of association contain a provision to this effect. The 2006 Act also allows thearticles of association to contain other provisions for dealing with directors’ conflicts of interest toavoid a breach of duty. The proposed new Articles of Association give the directors authority toapprove such situations and to include other provisions to allow conflicts of interest to be dealtwith in a similar way to the current position.There are safeguards which will apply when directors decide whether to authorise a conflict orpotential conflict. First, only directors who have no interest in the matter being considered will beable to take the relevant decision, and secondly, in taking the decision the directors must act in away they consider, in good faith, will be most likely to promote the company’s success. Thedirectors will be able to impose limits or conditions when giving authorisation if they think this isappropriate It is also proposed that the proposed new Articles of Association should containprovisions relating to confidential information and attendance at board meetings to protect adirector being in breach of duty if a conflict of interest or potential conflict of interest arises. Theseprovisions will only apply where the position giving rise to the potential conflict has previouslybeen authorised by the directors.(h)Notice of board meetingsUnder the current Articles of Association, when a director is abroad it is not necessary to servenotice on him of directors’ meetings (but an alternate director can be appointed in his place). Thisprovision has been amended as modern communications mean that there may be no particularobstacle to giving notice to a director who is abroad. It has been replaced with a more generalprovision that it shall not be necessary to serve a director with notice of a meeting when he is notin the United Kingdom unless he supplies the Company with the information necessary to ensurethat he receives notice of a meeting before it takes place. Notice to directors of Board meetingsmay now also be given by e-mail at an e-mail address provided to the Company by that director.5.8 Other relevant laws and regulations5.8.1 Disclosure of interests in sharesA shareholder in a public company incorporated in the UK whose shares are admitted to tradingon AIM is required pursuant to rule 5 of the Disclosure and Transparency Rules to notify theCompany of the percentage of his voting rights if the percentage of voting rights which he holds as58

a shareholder or through his direct or indirect holding of financial instruments reaches, exceeds orfalls below certain thresholds.Pursuant to Part 22 of the 2006 Act and the Articles, the Company is empowered by notice inwriting to require any person whom the Company knows, or has reasonable cause to believe to beor, at any time during the three (3) years immediately preceding the date on which the notice isissued, within a reasonable time to disclose to the Company particulars of any interests, rights,agreements or arrangements affecting any of the shares held by that person or in which such otherperson as aforesaid is interested.6. Directors’ and other’s interests6.1 The interests of the New Board and the persons connected with them (within the meaning of section252-254 of the 2006 Act) in the share capital of the Company as at the date of this document (which havebeen notified to the Company pursuant Chapter 3 of the Disclosure Rules and Transparency Rules orcould, with reasonable diligence, be ascertained by the Directors and Proposed Directors) and as they areexpected to be immediately following Admission are as follows:As at the date of this documentNumber ofOrdinarySharesPercentage ofissued ordinaryshare capitalOn AdmissionNumber ofOrdinarySharesPercentage ofEnlarged IssuedOrdinaryShare CapitalJon Claydon (1) 1,729,170 7.28 1,729,170 1.57Marcus Yeoman (2) 1,182,640 4.98 1,182,640 1.07Andrew Turner* — — 28,519,259 25.83Marcus Hanke (3) * 50,000 0.21 28,569,259 25.88Louis Peacock* — — 8,767,756 7.94Keith Jones (4) * — — 7,285,363 6.60(1) 1,345,170 Ordinary Shares are held directly by Jon Claydon and 384,000 Ordinary Shares are held in the name of ClachanNominees Limited(2) These Ordinary Shares are held in the name of Pershing Nominees Limited(3) These Ordinary Shares are held in the name of Strand Nominees Limited(4) These Ordinary Shares are held by Keith Jones’ partner, Odette McMahon* A member of the Concert Party6.2 Save as disclosed above, the Directors and Proposed Directors are not aware of any interests of personsconnected with them which would, if such connected person were a Director, be required to be notified tothe Company pursuant to Chapter 3 of the Disclosure Rules and Transparency Rules and would berequired to be entered in the register of directors’ interests pursuant to section 809 of the 2006 Act.6.3 So far as the Directors and Proposed Directors are aware, the following persons (other than as disclosed inparagraph 6.1 above) are or will be directly or indirectly interested (beneficial unless otherwise disclosed)in 3 per cent. or more of the issued share capital of the Company as at the date of this document and onAdmission:As at the date of this documentNumber ofOrdinarySharesPercentage ofissued ordinaryshare capitalOn AdmissionNumber ofOrdinarySharesPercentage ofEnlarged IssuedOrdinaryShare capitalJamie True (1) 3,947,325 16.62 3,947,325 3.58Jack Bekhor (1) 3,947,325 16.62 3,947,325 3.58Ian Smith (2) 2,388,428 10.06 2,388,428 2.16Chris Potts (3) 1,945,180 8.19 1,945,180 1.76Credit Agricole Cheuvreux 714,000 3.0 714,000 0.65(1) These Ordinary Shares are held in the name of Clachan Nominees Limited.(2) 2,365,280 Ordinary Shares are held by Pershing Nominees Limited and 23,148 Ordinary Shares are held directly by Ian Smith.(3) These Ordinary Shares are held by Pershing Nominees Limited.6.4 Save as disclosed in paragraphs 6.1 and 6.3 above, the Directors and Proposed Directors are not aware ofany interest (within the meaning of Part 22 of the 2006 Act) in the Company’s ordinary share capitalwhich, at the date of this document and/or immediately on Admission, would amount to 3 per cent. ormore of the Company’s issued ordinary share capital.59

6.5 The Company’s significant shareholders do not have and on Admission will not have different votingrights to the Company’s other shareholders.6.6 As at 6 January 2009 (being the latest practicable date prior to publication of this document) and save asdisclosed in this paragraph 6, the Directors and the Proposed Directors are not aware of any person orpersons who, directly or indirectly, jointly or severally, own or exercise or could own or exercise controlover the Company.6.7 Save as disclosed in this document in respect of the Vendors, the Company is not aware of anyarrangements which may at a subsequent date result in a change of control in the Company.6.8 There are no mandatory takeover bids outstanding in respect of the Company and none has been madeeither in the last financial year or the current financial year of the Company. No public takeover bids havebeen made by third parties in respect of the Company’s issued share capital in the current financial yearnor in the last financial year.6.9 Save as set out in this paragraph 6, following Admission neither the Directors nor the Proposed Directorsnor any person connected with the Directors or Proposed Directors (within the meaning of section 809 ofthe 2006 Act) is expected to have any interest, beneficial or non-beneficial, in the share or loan capital ofthe Company.6.10 Save as disclosed in this document, none of the Directors nor any of the Proposed Directors have anyinterest, direct or indirect, in any assets which have been or are proposed to be acquired or disposed of by,or leased to, the Company and no contract or arrangement exists in which a Director or Proposed Directoris materially interested and which is significant in relation to the business of the Enlarged Group.6.11 There are no outstanding loans granted by the Company to any of the Directors, nor are there anyguarantees provided by the Company for their benefit.6.12 Save as disclosed in this paragraph 6, none of the Directors nor any of the Proposed Directors has anyinterest, whether direct or indirect, in any transaction which is or was unusual in its nature or conditions orsignificant to the business of the Company taken as a whole and which was effected by the Companysince its incorporation and which remains in any respect outstanding or unperformed.6.13 Save as disclosed in paragraph 3.7 of this Part V, neither the Directors nor the Proposed Directors, norany member of their respective families, has a related financial product (as defined in the AIM Rules)referenced to the Ordinary Shares.6.14 During the disclosure period, the following transactions have taken placing in the issued share capital ofAvisen:(i) On 8 January 2008, the issued share capital of Avisen was increased from 1,000 ordinary shares of£1 each to 50,000 ordinary shares of £1 each;(ii) On 8 January 2008, a bonus issue of 199 ordinary shares of £1 each was declared for each issuedshare held in Avisen, giving both Andrew Turner and Marcus Hanke an additional 9,950 ordinaryshares of £1 each;(iii) On 8 January 2008, the issued share capital of Avisen was re-designated to 20,000 founder sharesof £1 each and the authorised, but un-issued, share capital was redesignated to 5,000 foundershares of £1 each. 10,000 ‘A’ ordinary shares of £1 each and 15,000 ‘B’ ordinary shares of £1each;(iv) On 8 January 2008, the share capital of Avisen was subdivided into 2,500,000 founder shares of 1penny each, 1,000,000 ‘A’ ordinary shares of 1 penny each and 1,500,000 ‘B’ ordinary shares of 1penny each;(v) On 15 January 2008, Graham Galloway subscribed for 40,750 B ordinary shares in Avisen;(vi) On 25 January 2008, Louis Peacock received 107,500 A ordinary shares in Avisen in partconsideration for the acquisition of Solution Minds (UK) Limited and Solution Minds Limited;(vii) On 19 November 2008, Odette McMahon subscribed for 161,119 A ordinary shares;(viii) On 1 December 2008, Louis Peacock, Andrew Glenday and Mark Waller each exercised optionsover 53,706, 42,965 and 85,930 B ordinary shares, respectively;60

(ix) On 4 December 2008, Raymond Althof Beheer and Management B.V. was issued 23,094 Bordinary shares in consideration for the acquisition of 27 Shares of a nominal value of €50 each inAvisen BV;(x) On 2 January 2009, Andrew Turner and Marcus Hanke re-designated a total of 125,755 1 pennyfounder shares each and transferred 50,302 A ordinary shares to Odette McMahon, 100,604 Bordinary shares to Raymond Althof and 100,604 B ordinary shares to Mark Waller; and(xi) On 2 January 2009, Andrew Turner and Marcus Hanke each re-designated 46,617 1 penny foundershares into 93,234 A ordinary shares, in aggregate, which were transferred to Louis Peacock.6.15 Information required by the Code:Shareholdings, arrangements and dealings:6.15.1 Save for the Existing Ordinary Shares held by Marcus Hanke as set out in paragraph 6.1 above andthe transfers of shares referred to in paragraph 6.14 above, neither Avisen nor any of its directorsnor any member of their immediate families, any related trust nor any associate (as definedbelow), nor any connected persons (within the meaning of section 252 of the 2006 Act), nor anyperson acting in concert with such persons, owns or controls, or has borrowed or lent, or isinterested in, or has any right to subscribe for, or any arrangement concerning, directly orindirectly, any of the relevant securities, nor has any such person dealt for value therein during thedisclosure period or has any short position (whether conditional or absolute and whether in themoney or otherwise), including a short position under a derivative or right to require any person totake delivery of any of the relevant securities.6.15.2 Save as disclosed in paragraph 6.1 of this Part V, none of (i) the Company, (ii) the Directors; (iii)associates of the Company; (iv) the pension funds of the Company or of any associate of theCompany; (v) any employee benefit trust of the Company or of a company which is an associateof the Company; (vi) any connected adviser to the Company or to a company which is an associateof the Company or any person acting in concert with the Directors; and (vii) any personcontrolling, controlled by or under the same control as any connected adviser falling within (vi)above (except for an exempt principal trader or an exempt fund manager; owns or controls or isinterested in, or has any right to subscribe for, or any arrangement concerning, directly orindirectly, any of the relevant securities nor has any such person dealt for value therein during thedisclosure period or has any short position (whether conditional or absolute and whether in themoney or otherwise), including a short position under a derivative or right to require any person totake delivery of any of the relevant securities.6.15.3 None of the Directors or anyone acting in concert with the Company has borrowed or lent any ofthe Company’s relevant securities.6.15.4 Definitions for the purposes of this paragraph 6:(a) “acting in concert” has the meaning attributed to it in the Code;(b)(c)(d)“arrangement” includes an indemnity or option arrangement and any agreement orunderstanding, formal or informal, of whatever nature relating to relevant securities whichmay be an inducement to deal or refrain from dealing;“associate” of any company means:(i) its parent, subsidiaries and fellow subsidiaries, their associated companies, andcompanies of which any such parent, subsidiaries, fellow subsidiaries or associatedcompanies are associated companies (for this purpose, ownership or control of 20per cent. or more of the equity share capital of a company is regarded as the test of“associated company” status);(ii) its connected advisers and persons controlling, controlled by or under the samecontrol as such connected advisers;(iii) its directors and the directors of any company covered in (i) above (together in eachcase with their close relatives and related trusts); and(iv) its pension funds or the pension funds of a company covered in (i) above;“connected adviser” has the meaning attributed to it in the Code;61

(e)(f)(g)(h)“connected person” has the meaning attributed to it in section 252 of the 2006 Act;“control” means a holding, or aggregate holdings, of shares carrying 30 per cent. or moreof the voting rights attributable to the share capital of a company which are currentlyexercisable at a general meeting, irrespective of whether the holding or aggregate holdinggives de facto control;“dealing” or “dealt” includes the following:(i) the acquisition or disposal of relevant securities, of the right (whether conditionalor absolute) to exercise or direct the exercise of voting rights attached to relevantsecurities, or of general control of relevant securities;(ii) the taking, granting, acquisition, disposal, entering into, closing out, termination,exercise (by either party) or variation of an option (including a traded optioncontract) in respect of any relevant securities;(iii) subscribing or agreeing to subscribe for relevant securities;(iv) the exercise of conversion of any relevant securities carrying conversion orsubscription rights;(v) the acquisition of, disposal of, entering into, closing out, exercise (by either party)of any rights under, or variation of, a derivative referenced, directly or indirectly, torelevant securities;(vi) entering into, terminating or varying the terms of any agreement to purchase or sellrelevant securities; and(vii) any other action resulting, or which may result, in an increase or decrease in thenumber of relevant securities in which a person is interested or in respect of whichhe has a short position;“derivative” includes any financial product whose value in whole or in part is determineddirectly or indirectly by reference to the price of an underlying security but which does notinclude the possibility of delivery of such underlying security;(i) “disclosure date” means 6 January 2009, being the latest practicable date prior to theposting of this document;(j) “disclosure period” means the period commencing on 6 January 2008, being the date 12months prior to the disclosure date and ending on the disclosure date;(k)(l)“exempt principal trader” or “exempt fund manager” has the meaning attributed to itin the City Code;being “interested” in relevant securities includes where a person:(i) owns relevant securities;(ii) has the right (whether conditional or absolute) to exercise or direct the exercise ofthe voting rights attaching to relevant securities or has general control of them;(iii) by virtue of any agreement to purchase, option or derivative, has the right or optionto acquire relevant securities or call for their delivery or is under an obligation totake delivery of them, whether the right, option or obligation is conditional orabsolute and whether it is in the money or otherwise; or(iv) is party to any derivative whose value is determined by reference to its price andwhich results, or may result, in his having a long position in it;(m)(n)“relevant securities” means ordinary shares (or derivatives referenced thereto) andsecurities convertible into or rights to subscribe for ordinary shares, options inrespect of ordinary shares (including traded options) or short positions in ordinaryshares in the Company and/or Avisen as appropriate; and“short position” means any short position (whether conditional or absolute andwhether in the money or otherwise) including any short position under a derivative,any agreement to sell or any delivery obligation or right to require another personto purchase or take delivery.62

6.15.5 No agreement, arrangement or understanding (including any compensation arrangement) existsbetween any Director, recent director of Z GROUP, Shareholder or recent shareholder of ZGROUP having any connection with or dependence upon, or which is conditional upon, theAcquisition.6.15.6 There is no agreement, arrangement or understanding between the Concert Party and any otherperson pursuant to which any Ordinary Shares which they will acquire pursuant to the Acquisitionwill be transferred.6.15.7 There are no financing arrangements in place in connection with the Acquisition and there are noarrangements relating to payment of interest on, repayment of, or security for any liability(contingent or otherwise) of Avisen which depend to any significant extent on the business of theCompany.7. Directors’ Service Contracts7.1 On 7 January 2009 the Company entered into a service agreement with Marcus Hanke. The agreement isconditional on Admission and provides for Mr Hanke to act as the Chief Executive Officer of theEnlarged Group (with effect from Admission) on a salary of £120,000 per annum. He is also entitled to adiscretionary performance-related bonus of up to 100 per cent. of his basic salary, 50 per cent. of whichwill depend upon the achievement of personal objectives and the balance will depend on the achievementby the Enlarged Group of EBIT targets. In both cases, targets will be reviewed and set from time to timeby the Remuneration Committee in its absolute discretion and the Remuneration Committee willdetermine the payment and amount of any bonus at its absolute discretion, taking into account itsassessment of the achievement of these targets, as well as the individual performance and conduct in therelevant bonus year. The agreement is terminable on six months written notice by either party, andcontains payment in lieu of notice and gardening leave provisions. Under the agreement Mr Hanke isentitled to 25 paid working days holiday each year and the benefit of private health insurance and lifeinsurance. Mr Hanke is subject to non-competition and non-solicitation for a period of six monthsfollowing termination of his employment with the Company, and a confidentiality undertaking that iswithout limit in time.7.2 On 7 January 2009 the Company entered into a service agreement with Andrew Turner. The agreement isconditional on Admission and provides for Mr Turner to act as an executive director with responsibilityfor software distribution of the Enlarged Group (with effect from Admission) on a salary of £100,000 perannum. He is also entitled to a discretionary performance-related bonus of up to 100 per cent. of his basicsalary, 50 per cent. of which will depend upon the achievement of personal objectives and the balancewill depend on the achievement by the Enlarged Group of EBIT targets. In both cases, targets will bereviewed and set from time to time by the Remuneration Committee in its absolute discretion and theRemuneration Committee will determine the payment and amount of any bonus at its absolute discretion,taking into account its assessment of the achievement of these targets, as well as the individualperformance and conduct in the relevant bonus year. The agreement is terminable on six months writtennotice by either party, and contains payment in lieu of notice and gardening leave provisions. Under theagreement Mr Turner is entitled to 25 paid working days holiday each year and the benefit of privatehealth insurance and life insurance. Mr Turner is subject to non-competition and non-solicitation for aperiod of six months following termination of his employment with the Company, and a confidentialityundertaking that is without limit in time. Mr Turner’s agreement also contains an acknowledgement fromthe Company as to his existing business interests in WANdisco and allows his to devote no more than1 day per month to those interests.7.3 On 7 January 2009 the Company entered into a service agreement with Louis Peacock. The agreement isconditional on Admission and provides for Mr Peacock to act as an executive director with responsibilityfor European sales and operations of the Enlarged Group (with effect from Admission) on a salary of£100,000 per annum. He is also entitled to a discretionary performance-related bonus of up to 100 percent. of his basic salary, 50 per cent. of which will depend upon the achievement of personal objectivesand the balance will depend on the achievement by the Enlarged Group of EBIT targets. In both cases,targets will be reviewed and set from time to time by the Remuneration Committee in its absolutediscretion and the Remuneration Committee will determine the payment and amount of any bonus at itsabsolute discretion, taking into account its assessment of the achievement of these targets, as well as theindividual performance and conduct in the relevant bonus year. The agreement is terminable on sixmonths written notice by either party, and contains payment in lieu of notice and gardening leaveprovisions. Under the agreement Mr Peacock is entitled to 25 paid working days holiday each year and63

the benefit of private health insurance and life insurance. Mr Peacock is subject to non-competition andnon-solicitation for a period of six months following termination of his employment with the Company,and a confidentiality undertaking that is without limit in time.7.4 On 7 January 2009 the Company entered into a service agreement with Keith Jones. The agreement isconditional on Admission and provides for Mr Jones to act as an executive director with responsibility forAfrican, Middle Eastern and Asian sales and operations of the Enlarged Group (with effect fromAdmission) on a salary of ZAR 660,000 (Rand) per annum. He is also entitled to a discretionaryperformance-related bonus of up to 100 per cent. of his basic salary, 50 per cent. of which will dependupon the achievement of personal objectives and the balance will depend on the achievement by theEnlarged Group of EBIT targets. In both cases, targets will be reviewed and set from time to time by theRemuneration Committee in its absolute discretion and the Remuneration Committee will determine thepayment and amount of any bonus at its absolute discretion, taking into account its assessment of theachievement of these targets, as well as the individual performance and conduct in the relevant bonusyear. The agreement is terminable on six months written notice by either party, and contains payment inlieu of notice and gardening leave provisions. Under the agreement Mr Jones is entitled to 25 paidworking days holiday each year and the benefit of private health insurance and life insurance. Mr Jones issubject to non-competition and non-solicitation for a period of 24 months following termination of hisemployment with the Company, and a confidentiality undertaking that is without limit in time. Mr Jones’sagreement is governed by South African law.7.5 On 4 September 2006 the Company entered into an executive service agreement with Duncan Neale. Theagreement provides for Mr Neale to act as a Finance Director of Z GROUP on a salary of £90,000 perannum. Additionally the agreement provides for a grant of £100,000 of stock options which have avesting period of one year from the date of grant to Mr Neale. Mr Neale is entitled under the agreement toan annual non-discretionary bonus such amount being determined by the Board according to certaincriteria. The agreement is terminable on three months’ written notice by either party and contains apayment in lieu of notice provision. Under the agreement Mr Neale is entitled to 25 paid working daysholiday each year. Mr Neale is subject to non-competition and non-solicitation for a period of threemonths following termination of his employment with the Company, and a confidentiality undertakingthat is without limit in time.7.6 On 7 January 2009 the Company entered into a new Non-Executive letter of appointment with JonClaydon. The agreement is conditional on Admission and provides for Mr Claydon to act asNon-Executive Chairman of the Enlarged Group (with effect from Admission) on an annual fee of£25,000 per annum. The appointment is for an initial period of one year and is terminable at any time(whether during the initial term or any subsequent term) by either party giving to the other no less thanthree months’ notice in writing. The agreement contains a confidentiality undertaking which is unlimitedin time.7.7 On 7 January 2009 the Company entered into a new Non-Executive letter of appointment with MarcusYeoman. The agreement is conditional on Admission and provides for Mr Yeoman to act as aNon-Executive Director of the Enlarged Group (with effect from Admission) on a fee of £1,200 perannum. The appointment is for an initial period of one year and is terminable at any time (whether duringthe initial term or any subsequent term) by either party giving to the other no less than three months’notice in writing. The agreement contains a confidentiality undertaking which is unlimited in time. On thesame date, the Company entered into a new consultancy agreement with Springtime Consultants Limited.The agreement is conditional on Admission and provides for Springtime Consultants Limited to providethe services of one or more of its staff, which at the date of the agreement is identified as being MarcusYeoman. The services are to provide a member of its staff to act as a non-executive director of theCompany, to advise the Company in connection with the development of the Company’s business and toprovide such other advisory services as the Company may from time to time reasonably require. TheCompany shall pay Springtime Consultants Limited a fee of £13,800 per annum (plus VAT if any),monthly in arrears, subject to prior receipt by the Company of an appropriate invoice. SpringtimeConsultants Limited agrees to indemnify the Company on an ongoing basis whether during or after thecurrency of this Agreement against (i) any demands for any income tax, National Insurance or similarcontribution, including any penalties or interest arising from any claim that Springtime ConsultantsLimited or any of its staff is or was an employee of the Company or generally arising as a result of its useof Springtime Consultants Limited and/or its staff to provide the services described in the agreement; (ii)any claim brought by any of its staff arising out of an allegation that they were employees of theCompany including without limitation any claim for unfair dismissal, wrongful dismissal, statutory orcontractual redundancy payments, statutory notice, unlawful discrimination, equal pay, unlawful64

deductions from wages, breach of the Working Time Regulations 1998 or breach of contract; and (iii) theCompany’s reasonable costs (on a full indemnity basis) of dealing with any such claim under (i) or (ii)above. The agreement contains certain confidentiality undertakings which are unlimited in time.Springtime Consultants Limited will at its own expense provide and maintain a policy of professionalindemnity insurance covering it for liability to the Company in respect of loss or damage caused to it orany of its staff by any default in the provision of the services under the agreement of up to £1,000,000 perclaim. Springtime Consultants Limited shall be liable to the Company in respect of any loss or damagecaused to its business by any act or default by it or any of its staff in the provision of the services up to£1,000,000.7.8 On 30 April 2008 the Company entered into a Non-Executive letter of appointment with Ian Smith. Theagreement provides for Mr Smith to act as Non-Executive Director of Z GROUP with effect from18 March 2008 on a no-fees basis. The agreement provides for reimbursement all reasonable expenses toMr Smith. The appointment is for an initial period of one year and is terminable at any time (whetherduring the initial term or any subsequent term) by either party giving to the other no less than threemonths’ notice in writing. The agreement contains a confidentiality undertaking which is unlimited intime. Mr Smith will resign from the Board on Admission.7.9 The aggregate emoluments (including benefits in kind and pension contributions) of the Directors for theyear ending 28 February 2008 was £423,577 and it is estimated that, assuming Admission occurs, theaggregate emoluments of the New Board as employees or in respect of their services to the EnlargedGroup (including benefits in kind and pension contributions, but excluding any performance-relatedbonuses) for the year ending 31 December 2009 (which will be the first full 12 month accounting periodof the Enlarged Group) will amount to approximately £500,000 under the arrangements in force at thedate of this document.7.10 There are no Directors’ service contracts, or contracts in the nature of services, with the Company, otherthan those which expire or are terminable without payment of compensation on no more than 12 months’notice.7.11 Save as set out above, there are no existing or proposed service contracts between any Directors orProposed Directors and the Company or Avisen and there are no such service contracts which have beenentered into or amended within six months of the date of this document.8. Additional Information on the New Board8.1 In addition to the Company, the Directors and the Proposed Directors hold or have held the followingdirectorships or are or have been partners in the following partnerships within the five years prior to thedate of this document:Director Current Directorships/Partnerships Past Directorships/PartnershipsJon ClaydonPirata London LimitedThe Glassmill Battersea LLPRiver House Investments LimitedRycote Developments LimitedOnly Hope Productions LimitedWork Club LimitedTargetbase Claydon Heeley LimitedG Plus Europe LimitedG Plus LimitedAgency Republic LimitedOnshare LimitedWeapon 7 LtdAlcone Marketing GroupMarcus YeomanSpringtime Consultants LimitedPowamatique LimitedEnables IT LimitedBright Futures Group PLCSecora PLCStoryboard Assets PLCSouth American MineralExploration LimitedPeacemaker EV LimitedPowabyke LimitedNorthern Bear PLCNCI Solutions LimitedDuncan Neale Z Group Investments Limited Net2Roam LimitedNew Onshare LimitedOnshare LimitedOnspeed NX LimitedTurbodial Limited65

Director Current Directorships/Partnerships Past Directorships/PartnershipsIan SmithMarcus HankeAndrew TurnerLouis PeacockKeith JonesANIX Business Systems LimitedANIX Computers LimitedANIX Group LimitedANIX Holdings LimitedBlue River Systems LimitedBroadblue Catamaran Sales LimitedBroadblue Catamarans LimitedDecorum Connect LimitedFBHG LimitedIntrinsic Networks LimitedMatrix Network Solutions LimitedNorwood Adam Technical ServicesLimited NetworkPosetiv LimitedRed Square LimitedStorage Fusion LimitedVBHG LimitedXploite IHC LimitedXploite PlcAvisen Group LimitedHealthcare Professionals LimitedSolution Minds LtdSolution Minds (UK) LtdTagetCPM LimitedAvisen Group LimitedAvisen LimitedCompton Residents ManagementCompany LimitedCree LimitedDawnglen Investments(Proprietary) LimitedEnfourmen LimitedSolution Minds (UK) LtdSolution Minds LtdTagetCPM LimitedWandisco LimitedAvisen Group LimitedDawnglen Investments(Proprietary) LimitedSolution Minds LtdSolution Minds (UK) LtdAST Connections LimitedCALYX UK LimitedCALYX CS LimitedEquip Technology LimitedNetwork Partners (Holdings) LimitedNorwood Adam Systems LimitedDataworkforce LimitedDecorum Networks LimitedFujin Technology Trading LimitedEzee Entertainment UK LimitedHarrierzeuros LimitedHarrierzeuros Storage SolutionsLimitedIkan LimitedItheon LimitedMCG Solutions LimitedMXC Integration LimitedNetwork Partners LimitedArnke Computing LimitedAvisen Services LimitedEverymind LimitedInfokee LimitedIntelligent Solutions(Midlands) LimitedDown Under Accounting LimitedDysfunctional Clothing (UK) LimitedFormzest LimitedLost Enterprises (Europe) LimitedAltivex 356 (Proprietary) Limited Salford LtdDawnglen InvestmentsTomahawk Consultants Limited(Proprietary) LimitedHarvey Jones Systems(Proprietary) LimitedJazz Spirit 1202 (Proprietary) LimitedRitzshelf 144 (Proprietary) LimitedTurquoise Moon Trading 398(Proprietary) LimitedXanadu Properties 245(Proprietary) Limited8.2 None of the Directors nor any of the Proposed Directors has:8.2.1 any unspent convictions in relation to indictable offences;8.2.2 any bankruptcy order made against him or entered into any individual voluntary arrangements;66

8.2.3 been a director of a company which has been placed in receivership, compulsory liquidation,creditors’ voluntary liquidation, administration, been subject to a company voluntary arrangementor any composition or arrangement with its creditors generally or any class of its creditors whilsthe was a director of that company or within the 12 months after he ceased to be a director of thatcompany;8.2.4 been a partner in any partnership which has been placed in compulsory liquidation, administrationor been the subject of a partnership voluntary arrangement whilst he was a partner in thatpartnership or within the 12 months after he ceased to be a partner in that partnership;8.2.5 been the owner of any assets or a partner in any partnership which has been placed in receivershipwhilst he was a partner in that partnership or within the 12 months after he ceased to be a partnerin that partnership; or8.2.6 been publicly criticised by any statutory or regulatory authority (including recognised professionalbodies) or been disqualified by a court from acting as a director of any company or from acting inthe management or conduct of the affairs of a company.8.3 As at 29 February 2008, 28 February 2007 and 28 February 2006, the Company had no employees(excluding the directors of the Company at that time).9. Share Option Schemes9.1 Summary of provisions of Z GROUP Share Option SchemesOn 21 June 2005 the Company introduced an EMI Plan approved by Her Majesty’s Revenue & Custom(“HMRC”) in order to allow selected employees to share in the success of the group and promotemotivation and retention. The EMI Plan offers the opportunity of providing tax efficient share options.At the same time the Company introduced the Unapproved Plan (together with the EMI Plan, the “ShareOption Schemes”). The Unapproved Plan is identical to the EMI Plan in all respects except that thoseconditions that are relevant only to qualification for tax relief are disapplied. The Unapproved Plan is usedto provide share options to employees of the Company to the extent that they cannot qualify to receive taxadvantaged options under the EMI Plan.9.1.1 Grants of optionsOptions may be granted under the Share Option Schemes at the discretion of the New Board.Options may be granted only during the period of 42 days following:(a) the date of adoption of the Share Option Schemes by the Company; or(b) the day on which the Company makes an announcement of its financial results for the lastpreceding year, half year or other period financial results of the Company; or(c) any other date when the Directors resolve that exceptional circumstances justify the grantof options.9.1.2 EligibilityEvery full-time employee and director of the Company or any company in the Group will beeligible to participate in the EMI Plan at the discretion of the Board, provided he or she does nothave a material interest in the Company or any subsidiary. An individual will have a materialinterest if he or she, individually or together with associates, owns 30 per cent. or more of theshare capital of the relevant company.All employees and directors of the Company or any company in the Group will be eligible toparticipate in the Unapproved Plan at the discretion of the Board.Non-executive directors and third party consultants providing services to the Company or anycompany in the Group will be eligible to be granted options at the discretion of the Board.9.1.3 Exercise PriceOptions granted under the Share Option Schemes must have an exercise price no lower than thenominal value of an Ordinary Share.Options will not normally be granted under the Share Option Schemes with an exercise pricelower than the market value of the Ordinary Shares at the time of grant.67

9.1.4 Vesting and Performance CriteriaOptions may be granted subject to a time based vesting period and the Board may imposeperformance conditions that must be satisfied before options may be exercised, subject to rights toearly exercise in specific circumstances on the termination of employment or consultancy servicesof the option holder and/or takeover of the Company as noted below.9.1.5 Exercise of optionsAn option may only be exercised by the person to whom it was granted, or his personalrepresentative(s), and is not transferable.Options granted under the Share Option Schemes shall normally be exercisable only during aperiod beginning between one and three years from the date of grant and ending ten years after thedate of grant. No option shall be capable of exercise more than ten years from the date the optionis granted.In the case of a takeover of the Company the Board will have the discretion to amend or waive anyexisting performance measures/vesting criteria attaching to options granted under the ShareOption Schemes. Subject to that, the option holder will be able to exercise options within a periodof forty days from the date when the takeover is completed.Option holders may also be able to exchange their options under the EMI Plan for options over theshares of the company making any takeover, where the statutory conditions for this treatment toapply are met.9.1.6 Limit of participationUnder the relevant legislation, a participant can only hold qualifying EMI options over OrdinaryShares with a market value of up to £120,000 as at date of grant. Any options granted in excess ofthis limit will be considered part of an unapproved scheme.9.1.7 Total number of shares availableIn any ten year rolling period, no more than 12 per cent. of the ordinary issued share capital of theCompany from time to time may be issued or allocated for subscription in total under the ShareOption Scheme nor in total under these Share Option Scheme and any other share incentive planoperated by the Company.9.1.8 Termination of Employment or ServicesIf an employee option holder ceases to hold office or employment with the Company or anycompany in the Group for any reason prior to the date of exercise all unvested options grantedunder the EMI Plan or the Unapproved Plan will normally lapse save that the Board shall have thediscretion to permit individuals to retain some or all of their options on leaving, and shall have thediscretion to amend or waive any applicable vesting and/or performance conditions. The Boardindicated upon its original admission to AIM that their discretion would be exercised only wherean employee option holder is a ‘‘good leaver’’ e.g. in the event of redundancy, injury, orretirement. Vested options may be exercised within a period of 40 days following termination ofemployment, or such other period as the Board may determine.If a third party consultant ceases to provide services to the Company or any company in the Groupall unvested options granted under the Consultant Plan will lapse upon the date the agreement toprovide services terminates. Vested options may be exercised within a period of 40 days followingtermination of services, or such other period as the Board may determine.9.1.9 Variation of share capitalIn the event of a variation of share capital of the Company the Board may adjust the number ofshares under option and the exercise price to reflect such variation. This adjustment shall besubject to confirmation by the auditors that such adjustment is fair and reasonable. In the case ofthe EMI Plan, such adjustment may need to be agreed in advance by HMRC.9.1.10 Alteration of the PlanThe Board may at any time alter or amend the provisions of the Share Option Scheme but, ingeneral, no alteration which is to the advantage of option holders (present and future) shall be68

made without the prior approval by ordinary resolution of the members of the Company in ageneral meeting.Any such alteration will not need to be so approved where it is in the opinion of the Board a minoramendment, to benefit the administration of the plan, to take account of a change in legislation orto maintain favourable tax treatment.9.1.11 PensionsBenefits provided to employees under the EMI Plan and the Unapproved Plan will not bepensionable.9.1.12 Grantor of optionsThe Company’s current intention is that only options to acquire newly issued Ordinary Shares willbe granted under the Share Option Scheme.In relation to the EMI Plan and the Unapproved Plan only, as an alternative an employee benefittrust may be established and the trustees requested to consider granting options to selectedemployees over shares held or to be purchased by the trustees. There is currently no employeebenefit trust.10. Material contracts10.1 The CompanyThere are no contracts (not being in the ordinary course of business) entered into by the Company in thelast two years which are or may be material or which contain any provision under which the Company hasany obligation or entitlement which is material to the Company as at the date of this document save asfollows:10.1.1 The Acquisition Agreement, pursuant to which the Company has agreed to acquire the entireissued share capital of Avisen, conditional on certain conditions precedent, including the passingof Resolutions numbered 1, 2, 3 and 4 and Admission occurring no later than 27 February 2009.The total consideration payable to the Vendors on Admission is to be satisfied by the issue of theConsideration Shares.The Vendors have each given certain representations and warranties customary for a transaction ofthis type which concern the business, assets and affairs of Avisen and its subsidiaries. Thewarranties relating to tax issues continue for seven years from completion of the Acquisition, andthe non-tax warranties continue from completion of the Acquisition until three months followingthe publication of the audited consolidated accounts of the Enlarged Group for the year ending31 December 2009. Claims for breach of warranty are subject to a threshold provision, and a totalaggregate cap of £1,500,000. The Acquisition Agreement also contains certain indemnities fromthe Vendors concerning Avisen’s most recent acquisitions of Solution Minds (UK) Ltd and thebusiness and assets of Harvey Jones Systems (Proprietary) Limited, and a customary indemnity inrelation to corporation tax and other tax liabilities for the period prior to completion of theAcquisition.During the period from entering into the Acquisition Agreement to the earlier of completion of theAcquisition or termination the Vendors have each agreed to ensure that the business of Avisen andits subsidiaries is conducted in the ordinary and usual course and each of the Vendors has agreednot to take certain specified action in relation to the business without the consent of the Company.In addition, each of the Vendors has entered into non-competition and non-solicitation covenantsin respect of the business of Avisen and Avisen’s employees, clients and suppliers in the territoriesin which each of the Vendors are principally engaged with the Avisen Group. The restrictivecovenants continue for a period of 2 years from completion of the Acquisition.10.1.2 A Nominated Adviser and Broker Agreement dated 7 January 2009 between (1) the Company; (2)the New Board and (3) JEP pursuant to which JEP has agreed to act as nominated adviser andbroker to the Company for the purposes of the AIM Rules and as financial adviser to theCompany. The appointment as nominated adviser continues for a fixed term of one year fromAdmission and thereafter is terminable on three months’ notice given by either the Company orJEP. The appointment as broker continues for a fixed term of one year following Admission andthereafter is terminable at any time on three months’ notice by either the Company or JEP. JEPwill receive an annual fee of £30,000 for its services as nominated adviser and an annual broking69

fee of £10,000, each of which is subject to a discounted rate for the initial six months followingAdmission.The agreement contains indemnities and warranties from the Company and warranties from theNew Board in favour of JEP together with provisions which enable JEP to terminate theagreement in certain circumstances prior to Admission, including, but not limited to,circumstances where any warranties are found not to be true or accurate in any material respects.If Admission takes place, for acting as the nominated adviser JEP will receive a fee of £100,000.Both Marcus Hanke and Andrew Turner have given certain undertakings in their capacity asDirectors and Shareholders in order to regulate their relationship with the Company, avoidpotential conflicts of interest and to ensure that the Board and the Company can, amongst otherthings, operate on an independent basis. Such undertakings shall remain effective for so long asMarcus Hanke and Andrew Turner hold between them Ordinary Shares representing 25 per cent.or more of the Company’s issued share capital.10.1.3 An undertaking dated 7 January 2009, given by each of the New Board and each of the Vendors infavour of (1) the Company and (2) JEP, pursuant to which such Shareholders have eachundertaken on behalf of themselves and others deemed to be connected with them, haveundertaken not to dispose of any Ordinary Shares, save in the event of an intervening court order,a takeover becoming or being declared unconditional, or as regards an individual, in the event ofthe death of an individual for a period of 12 months following Admission and for a further periodof 12 months except with the prior written consent of JEP, which consent shall not beunreasonably withheld or delayed.10.1.4 A Trademark Assignment Agreement dated 7 January 2009 between (1) Marcus Hanke and (2) theCompany pursuant to which Marcus Hanke has agreed, conditional on Admission, to assigncertain trademarks and trademark applications (such as ‘Avisen’ ‘StrategyGPS’ and ‘PlanPoint’)which are relevant to the business of Avisen and currently registered in his name/pendingregistration in his name to the Company.10.1.5 A Domain Name Assignment Agreement dated 7 January 2009 between (1) Andrew Turner and(2) the Company pursuant to which Andrew Turner has agreed, conditional on Admission, toassign certain domain names which are relevant to the business of Avisen and are currentlyregistered in his name to the Company.10.1.6 On 22 December 2008 Jack Bekhor and Jamie True delivered irrevocable undertakings to theCompany and JEP in respect of their holdings of 3,947,325 Ordinary Shares each, respectively(both of which are registered in the names of Clachan Nominees Limited). They agreed, inter alia,that they will procure so far as they are able that the registered holder of their Ordinary Sharestakes all such action as shall be necessary for the terms of the undertaking to be complied with infull and procure that, to the extent they are able, that all votes attaching to the Ordinary Shares(together with any other Ordinary Shares to which they become the beneficial owner prior to theGeneral Meeting), be cast by the registered holder, at the General Meeting (and at anyadjournment thereof): (i) against any resolution or proposal to adjourn the General Meeting, forthe purpose of materially amending the resolutions set out in the notice of General Meeting, orwhich may impede or prevent the passing of such resolutions and (ii) in favour of such resolutions.The undertakings shall be irrevocable before the earlier of (i) Admission and (ii) 28 February2009.10.1.7 On 7 January 2009, Jon Claydon and Ian Smith delivered irrevocable undertakings to theCompany and JEP in respect of their holdings of 1,729,170 (1,345,170 Ordinary Shares of whichare held directly by Jon Claydon and of which 384,000 Ordinary Shares are held in the name ofClachan Nominees Limited) and 2,388,428 (2,365,280 Ordinary Shares of which are registered inthe name of Pershing Nominees Limited and 23,148 Ordinary Shares of which are held directly byIan Smith) Ordinary Shares each, respectively. They agreed, inter alia, that they will procure sofar as they are able that the registered holder of their Ordinary Shares takes all such action as shallbe necessary for the terms of the undertaking to be complied with in full and procure that, to theextent they are able, that all votes attaching to the Ordinary Shares (together with any otherOrdinary Shares to which they become the beneficial owner prior to the General Meeting), be castby the registered holder, at the General Meeting (and at any adjournment thereof): (i) against anyresolution or proposal to adjourn the General Meeting, for the purpose of materially amending theresolutions set out in the notice of General Meeting, or which may impede or prevent the passing70

of such resolutions and (ii) in favour of such resolutions. The undertakings shall be irrevocablebefore the earlier of (i) Admission and (ii) 28 February 2009.10.1.8 A share purchase agreement dated 20 December 2007 between the Company and the joint chiefexecutive officers and directors of the Company, Jack Bekhor and Jamie True, for the sale of theentire share capital of each of its subsidiaries CallPal Limited, Net2Roam Limited, OnshareLimited and Turbodial Limited, which comprised substantially of all the trading assets of theCompany. The sale completed on 7 January 2007 having received shareholder approval for a cashconsideration of £60,000 payable at completion. Under the AIM Rules, the sale of the subsidiarieswas classified as a disposal resulting in a fundamental change of business and a related partytransaction. Under section 190 of the Companies Act 2006 the disposal was a substantial propertytransaction with the directors.10.1.9 A ten-year lease agreement dated 18 July 2006 between the Company and Vernon Street PropertyLimited for the rental of the premises at 31 Vernon Street, London W14 0RN for a rent of£200,000 per annum (subject to review) plus VAT, which has a break clause exercisable on itsfifth anniversary.10.1.10 A rent deposit deed dated 18 July 2006 between the Company and Vernon Street Property Limitedpursuant to the lease relating to the premises at 31 Vernon Street, London W14 0RN for an initialdeposit of £117,500.10.1.11 An assignment agreement dated 21 December 2007 for the lease of premises at 31 Vernon Street,London W14 0RN. The landlord under the lease is not obliged to repay the rent deposit to theCompany until the assignee under the lease subsequently assigns the lease to a third party,terminates the lease in accordance with its terms or until the lease expires on 17 July 2016.10.2 AvisenThere are no contracts (not being in the ordinary course of business) entered into by Avisen in the last twoyears which are or may be material or which contain any provision under which Avisen has anyobligation or entitlement which is material to Avisen as at the date of this document save as follows:10.2.1 A share purchase agreement dated 25 January 2008 between Avisen and Louis Peacock for thepurchase of the entire issued share capital of Solution Minds Ltd and Solution Minds (UK) Ltd.The cash consideration was to be satisfied by four cash instalments of £26,500, the last of which isdue to be paid on 25 January 2009, together with an adjustment of £2,089 based on the value ofthe completion net assets. In addition, Louis Peacock was issued 107,500 A Ordinary Shares inAvisen. Pursuant to the share purchase agreement, Solution Minds Ltd and Solution Minds (UK)Ltd became wholly owned subsidiaries of Avisen.10.2.2 An asset purchase agreement dated 2 November 2008, effective from 31 October 2008, betweenDawnglen Investments (Proprietary) Limited and Harvey Jones Systems (Proprietary) Limited andKeith Jones for the acquisition of the business and assets of Harvey Jones Systems (Proprietary)Limited. The consideration paid was the Rand equivalent of £25,000. Pursuant to that agreementHarvey Jones Systems (Proprietary) Limited became a wholly owned subsidiary of Avisen.11. Litigation11.1 The CompanyThe Company is not involved in any governmental, legal or arbitration proceedings which may have orhave had during the 12 months preceding the date of this document a significant effect on the Company’sfinancial position and, so far as the Directors and the Proposed Directors are aware, there are no suchproceedings pending or threatened against the Company.11.2 Avisen and its subsidiariesAvisen and its subsidiaries are not involved in any governmental, legal or arbitration proceedings whichmay have or have had during the 12 months preceding the date of this document a significant effect ontheir financial position and, so far as the Proposed Directors are aware, there are no such proceedingspending or threatened against them.12. Working capitalThe New Board are of the opinion that, having made due and careful enquiry, the working capital available to theEnlarged Group will be sufficient for its present requirements, which is for at least 12 months from Admission.71

13. Taxation13.1 IntroductionThe information in this section is based on the Directors’ understanding of United Kingdom current taxlaw and HM Revenue & Customs’ published practice. The following should be regarded as a summaryand should not be construed as constituting advice. Prospective shareholders are strongly advised to taketheir own independent tax advice but certain potential tax benefits are summarised below in respect of anindividual resident in the UK for tax purposes.On issue, the Ordinary Shares will not be treated as either “listed” or “quoted” securities for tax purposes.Provided that the Company remains one which does not have any of its shares quoted on a recognisedstock exchange (which for these purposes does not include AIM) and assuming that the Company remainsa trading company or the holding company of a trading group for UK tax purposes, the Ordinary Sharesshould continue to be treated as unquoted securities qualifying for certain reliefs from UK taxation.The following information is based upon the laws and practice currently in force in the UK andmay not apply to persons who do not hold their Ordinary Shares as investments.13.2 Capital Gains Tax (“CGT”)13.2.1 DisposalsChanges were made to the rules relating to the holdings of shares from 6 April 1998 so that the“pooling” of shares (i.e. treating them as one asset) no longer applies. Therefore, any disposal ofshares is treated on a last in, first out basis for the purposes of calculating gains which arechargeable to tax, subject to rules dealing with same day purchases or acquisitions within 30 daysof a disposal.13.2.2 CGT Gift ReliefIf shares in an unquoted trading company or the holding company of a trading group, aretransferred, by an individual or by trustees other than at arm’s length, the deemed capital gain canbe “held over” (except in circumstances where the shares are transferred to a trust of which thetransferor is a beneficiary), i.e. the CGT liability is postponed until a subsequent arm’s lengthdisposal by the transferee, who effectively inherits the transferor’s base cost. The relief must beclaimed jointly by both the transferor and the transferee within five years and ten months of theend of the relevant tax year in which the gift was made and the transferee must be resident orordinarily resident in the UK and remain so for six years. Where the shares have not qualifiedthroughout the period of ownership as business assets, then the amount of the gain that can be heldover will be restricted. CGT gift relief will not currently apply since the Company is not a tradingcompany but may apply once the Acquisition has been completed. CGT gift relief is available inrespect of shares in an AIM company if that company is a trading company or the holdingcompany of a trading group.13.3 Inheritance Tax (“IHT”)Shares in qualifying trading companies or holding companies of a trading group can attract 100 per cent.business property relief from IHT provided that the shares are held for at least two years before achargeable transfer for IHT purposes. As the Company does not currently trade, business property reliefwill not be available but may apply once the Acquisition has been completed. The shares would onlyqualify for business property relief once they had been held for two years from the date the Companybecame a trading company or the holding company of a trading group. Business property relief applies toshares in an AIM company if that company is a trading company or the holding company of a tradinggroup. To the extent that the value of a shareholding is attributable to assets owned by the Company, butnot utilised for the purposes of its trade, the value qualifying for business property relief will be restricted.13.4 Income Tax13.4.1 Taxation of Dividends13.4.1.1 Under current UK tax legislation no tax is withheld from dividends paid by theCompany.13.4.1.2 UK resident individual shareholders are treated as having received income of anamount equal to the sum of the dividend and its associated tax credit, currently 10 percent. of the gross amount of the dividend and the tax credit (i.e. the tax credit will beone ninth of the dividend). The tax credit will effectively satisfy a UK residentindividual shareholder’s basic rate (but not higher rate) income tax liability in respect72

of the dividend. UK resident individual shareholders who are subject to tax at thehigher rate (currently 40 per cent.) will have to account for additional tax. The specialrate of tax set for higher rate taxpayers who receive dividends is 32.5 per cent. of thegross dividend (plus tax credit). After taking account of the 10 per cent. tax credit, sucha taxpayer would have to account for additional tax of 22.5 per cent. This is theequivalent of 25 per cent. of the net dividend received. In determining what tax ratesapply to a UK resident individual shareholder, dividend income is treated as his topslice of income.13.4.1.3 A UK resident (for tax purposes) corporate shareholder will generally not be liable toUK corporation tax on any dividend received and will be entitled for tax purposes totreat any such dividend as franked investment income.13.4.2 Loss ReliefIf a loss arises on the disposal of shares in a trading company, such shares being originallyacquired on a subscription for new shares, the loss may be relieved against income of that year orthe previous year (with priority for relief in the current year where income of both years isutilised). Any loss remaining after claiming relief against income, may be available for reliefagainst capital gains in either the current or subsequent years. The New Board believe that losseswill not be available for offset against income to holders of existing ordinary share as theCompany does not currently trade.13.5 Stamp Duty and stamp duty reserve tax (“SDRT”)Transfers or sales of Ordinary Shares (other than transfers for no consideration) will be subject to advalorem stamp duty (payable by the purchaser and generally at the rate of 50p per £100 or part thereofrounded up to the nearest £5) and an unconditional agreement to transfer such shares, if not completed bya duly stamped stock transfer form within two months of the day on which such agreement is made orbecomes unconditional, will be subject to SDRT (payable by the purchaser and generally at that rate).However, if within 6 years of the date of the agreement an instrument of transfer is executed pursuant tothe agreement and stamp duty is paid on that instrument, any liability to SDRT will be cancelled orrepaid.13.6 Enterprise Investment Scheme (“EIS”) approvalHMRC has confirmed that Avisen and its Subsidiaries, taken together as a group of companies, will meetthe trading requirements for EIS legislation. The Directors and Proposed Directors believe, therefore, thatthe Enlarged Group will also meet the trading requirements for EIS and shall seek clearance followingAdmission.13.6.1 EIS Income tax reliefIndividual investors eligible for EIS relief may be entitled to claim 20 per cent. income tax reliefon Ordinary Shares subscribed for, up to a maximum subscription of £500,000 in any tax year(subject to State Aid approval from the European Commission). Where shares are issued between6 April and 5 October, the investor may be able to relate back part of the EIS subscription, to betreated as made in the previous tax year. The amount carried back cannot exceed the lower of;– 50 per cent. of the investment,– £50,000,– the unused balance of the EIS limit for the previous year.13.6.2 Loss ReliefSubject to certain conditions, tax relief is available for a qualifying shareholder who realises a losson a disposal of ordinary shares on which EIS income tax relief (see (13.6.1) above) has beengiven and not withdrawn or CGT deferral relief (see (13.6.4) below) has been given and notwithdrawn. The amount of the loss (after taking account of the income tax relief initially obtained)can be set against a qualifying gain in the year of loss or following years or offset against taxableincome in the tax year in which the disposal occurs or the preceding year.73

13.6.3 Capital Gains Tax exemptionProvided qualification for the EIS relief is maintained by the Company and by the individualinvestor for the relevant periods, broadly three years after the share issue, a profit made by theindividual investor on disposal of the shares after three years will be free of capital gains tax.13.6.4 EIS Capital Gains Tax DeferralIndividuals and certain trustees subscribing for Ordinary Shares may be entitled to claim deferralof tax on capital gains realised on assets disposed of within three years before, and up to one yearafter, the investment. The relief allows a shareholder to defer part or all of a gain made on adisposal that would normally crystallise a charge to tax. The amount of gain that can be deferred isrestricted to the amount of the reinvestment and the deferred gain falls into charge when there-invested shares are disposed of.13.6.5 EIS Tax Relief CertificatesThe Company intends to apply for formal approval following conclusion of the Acquisition or fourmonths after starting to trade, whichever is later. Upon receipt of authority from, HM Revenue &Customs, the relevant tax certificates will be issued to those eligible investors who request them.13.7 Venture Capital Trust (“VCT”) approvalHMRC has confirmed that Avisen and its Subsidiaries, taken together as a group of companies, will meetthe trading requirements for the VCT legislation. The Directors and Proposed Directors believe, therefore,that the Enlarged Group will also meet the trading requirements for the VCT legislation and shall seekclearance following Admission.14. Market quotationsThe following table shows the closing middle market quotation for the Existing Ordinary Shares as derived fromthe London Stock Exchange Daily Official List on the first dealing day of each month from 1 August 2008 to6 January 2009 being the latest date practicable prior to the publication of this document:DatePrice1 August 2008 7.00p1 September 2008 7.25p1 October 2008 7.25p3 November 2008 6.375p1 December 2008 5.50p2 January 2009 5.25p6 January 2009 5.25p15. General15.1 The accounting reference date of the Company is currently 28/29 February. The Company intends tochange this to 31 December so that the current accounting reference period of the Company will end on31 December 2008.15.2 Horwath Clark Whitehill LLP has given and has not withdrawn its written consent to the issue of thisdocument with the inclusion of its name and reports in the form and context in which they appear andaccepts responsibility for them. The reports from Horwath Clark Whitehill LLP are dated the same date asthis document. Horwath Clark Whitehill LLP is a member firm of the Institute of Chartered Accountantsin England and Wales.15.3 JEP has given and has not withdrawn its written consent to the issue of this document with the inclusionof its name in the form and context which it appears.15.4 JEP, which is regulated by the Financial Services Authority, has its registered office at 10 FinsburySquare, London EC2A 1AD.15.5 There are no arrangements in force for the waiver of future dividends. There are no specified dates onwhich entitlement to dividends or interest thereon on Ordinary Shares arises.15.6 The total costs and expenses relating to the Proposals (including those fees and commissions referred to inparagraph 10 above) payable by the Company are estimated to amount to approximately £300,000(excluding VAT).74

15.7 No person (excluding professional advisers otherwise disclosed in this document and trade suppliers) hasreceived, directly or indirectly, from the Enlarged Group within the 12 months preceding the date of thisdocument or has entered into any contractual arrangements (not otherwise disclosed in this document) toreceive, directly or indirectly, from the Enlarged Group on or after Admission fees totalling £10,000 ormore or securities in the Enlarged Group having a value of £10,000 or more calculated by reference to theexpected opening price or any other benefit with a value of £10,000 or more at the date of Admission.15.8 The financial information contained in this AIM Admission Document does not constitute statutoryaccounts of the Company within the meaning of Section 434 (3) of the 2006 Act.15.9 There has been no material change in the financial or trading position of the Company subsequent to28 February 2008, the date of the last published audited accounts of the Company. In addition, there hasbeen no significant change in the financial or trading position of the Company since 31 August 2008, thedate to which the latest interim financial information on the Company has been published. There has beenno significant or material change in the financial or trading position of Avisen since 30 September 2008,the date to which the last audited financial information on Avisen has been published.15.10 Save as disclosed in this document, as far as the Directors and Proposed Directors are aware there are noknown trends, uncertainties, demands, commitments or events that are reasonably expected to have amaterial effect on the Enlarged Group’s prospects for at least the current financial year.15.11 As far as the Directors and Proposed Directors are aware, there are no environmental issues that mayaffect the Enlarged Group’s utilisation of its tangible fixed assets.15.12 Save as disclosed in this document and in the audited annual report and accounts of the Company, whichare publicly available, in respect of the Company’s three previous financial years the Company has had noprincipal investments and there are no principal investments in progress and there are no principal futureinvestments on which the Board has made a firm commitment.15.13 Where information has been sourced from a third party this information has been accurately reproduced.So far as the Company, the Directors and the Proposed Directors are aware and are able to ascertain frominformation provided by that third party, no facts have been omitted which would render the reproducedinformation inaccurate or misleading.15.14 Save as disclosed in this document, there are no patents, intellectual property rights, licences or anyindustrial, commercial or financial contracts which are or may be material to the business or profitabilityof the Enlarged Group.16. Documents Available For InspectionCopies of the following documents may be inspected at the offices of Orrick Herrington & Sutcliffe, Tower 42,Level 35, 25 Old Broad Street, London EC2N 1HQ, during the usual business hours on any weekday (Saturdaysand public holidays excepted) from the date of this document until one month from the date of Admission:16.1 the current memorandum and articles of association of the Company and the proposed memorandum andarticles of association of the Company, to be approved at the General Meeting;16.2 the memorandum and articles of association of Avisen;16.3 the audited financial statement of the Company for the two years ended 29 February 2008 and the interimresults of the Company for the six months ended 31 August 2008;16.4 the Accountants’ Report on Avisen reproduced in Part III of this document;16.5 the service contracts and letters of appointment referred to in paragraph 7 of this Part V;16.6 the irrevocable undertakings to vote in favour of the Resolutions at the General Meeting;16.7 the material contracts referred to in paragraph 10 above; and16.8 the written consents referred to in paragraph 15 above.Dated 7 January 2009Copies of this document are available to the public, free of charge, at the registered office of the Companyand at the offices of John East & Partners Limited, 10 Finsbury Square, London EC2A 1AD duringnormal business hours on any weekday (Saturdays and public holidays excepted) for a period of onemonth from the date of Admission.75

Notice of General MeetingZ GROUP plc(Registered in England and Wales under company No: 5429800)NOTICE IS HEREBY GIVEN that a General Meeting of Z GROUP plc (“the Company”) will be heldat the offices of Orrick, Herrington & Sutcliffe, Tower 42, Level 35, 25 Old Broad Street, LondonEC2N 1HQ at 10.00 a.m. on 30 January 2009 for the purpose of considering and, if thought fit, passingthe following resolutions of which resolutions 1 to 4 will be proposed as ordinary resolutions, of whichresolution 2 will be taken on a poll, and resolutions 5 to 8 as special resolutions:Ordinary Resolutions1. THAT, subject to the passing of resolutions 2, 3 and 4, the acquisition (“the Acquisition”) bythe Company of the whole of the issued share capital of Avisen on the terms and subject to theconditions set out in the agreement dated 7 January 2009 (“the Acquisition Agreement”)between (1) the Company and (2) shareholders of Avisen Group Limited and relateddocumentation to be entered into pursuant to the Acquisition Agreement as summarised in thecircular to Shareholders of the Company dated 7 January 2009 (“Admission Document”), be andare hereby approved for the purposes of Rule 14 of the AIM Rules with such minor amendmentsas the Directors may approve, and the Directors or any duly authorised committee of theDirectors be authorised to take all steps necessary or desirable to complete the Acquisition.2. THAT the waiver granted by the Panel on Takeovers and Mergers of the requirement underRule 9 of the City Code on Takeovers and Mergers that would otherwise arise on the membersof the Concert Party (as defined in the Admission Document) to make a general offer toshareholders of the Company as a result of the allotment and issue of new ordinary shares of 5peach in the capital of the Company (“Ordinary Shares”) to the Concert Party pursuant to theAcquisition (representing approximately 78.5 per cent. of the enlarged issued share capital of theCompany following such issue of new Ordinary Shares, as described in the AdmissionDocument of which this notice forms part, be and is hereby approved.3. THAT, the authorised share capital of the Company be and is hereby increased from £5,000,000to £10,000,000 by the creation of 100,000,000 new Ordinary Shares of £0.05, each, eachranking pari passu in all respects with the existing Ordinary Shares of £0.05 each in the capitalof the Company.4. THAT, in substitution for any existing and unexercised authorities, the Directors be and theyare hereby generally and unconditionally authorised for the purposes of section 80 of theCompanies Act 1985 (“the 1985 Act”) to exercise all the powers of the Company to allotrelevant securities up to the amount of £6,173,542 provided this authority shall be limited to:(i) the allotment of 86,666,667 Ordinary Shares with a nominal value of £4,333,333pursuant to the terms of the Acquisition Agreement; and(ii) the allotment of Ordinary Shares up to an aggregate nominal value of £1,840,209.The authorities conferred by this resolution shall expire at the conclusion of the nextannual general meeting of the Company (unless previously renewed, varied or revokedby the Company in general meeting), provided that the Company may before such expirymake an offer or agreement which would or might require relevant securities to beallotted after such expiry and the Directors may allot relevant securities in pursuance ofsuch offer or agreement notwithstanding that the authority conferred hereby has expired(and in this resolution the expression “relevant securities” and reference to the allotmentof relevant securities shall bear the same respective meanings as in section 80 of the 1985Act).76

Special Resolutions5. THAT, in substitution for any existing and unexercised authorities, the Directors be and theyare hereby empowered pursuant to section 95 of the Act to allot equity securities for cashpursuant to the authority conferred by resolution 4 above or by way of sale of treasury shares asif section 89(1) of the Act did not apply to any such allotment, provided that this power shall belimited to:(i)(ii)the allotment of equity securities in connection with a rights issue, open offer or other prorata offer of securities in favour of the holders of Ordinary Shares on the register ofmembers at such record dates as the Directors may determine and other persons entitledto participate therein where the equity securities respectively attributable to the interestsof the Ordinary Shareholders are proportionate (as nearly as may be) to the respectivenumbers of Ordinary Shares held or deemed to be held by them on any such record dates(which shall include the allotment of equity securities to any underwriter in respect ofsuch issue or offer), subject to such exclusions or other arrangements as the Directorsmay deem necessary or expedient to deal with fractional entitlements or legal or practicalproblems arising under the laws of any overseas territory or the requirements of anyregulatory body or stock exchange or by virtue of shares being represented by depositaryreceipts or any other matter whatever;the allotment of equity securities (otherwise than in sub-paragraph (i) above) to anyperson or persons up to an aggregate nominal amount of £552,063,provided that the authorities conferred by this resolution shall expire at the conclusion of thenext annual general meeting of the Company (unless previously renewed, varied or revoked bythe Company), save that the Company may, before such expiry, make an offer or agreementwhich would or might require equity securities to be allotted after such expiry and the Directorsmay allot equity securities in pursuance of any such offer or agreement notwithstanding that thepower conferred hereby has expired and that all previous authorities under section 95 of the Actbe and they are hereby revoked (and in this resolution the expression “equity securities” andreferences to the “allotment of equity securities” shall bear the same respective meaning as insection 94 of the Act).6. THAT the name of the Company be changed to “Avisen plc”.7. THAT the Articles of Association of the Company be amended so as to be in the form producedto the meeting and initialled by the Chairman of the meeting for the purpose of identification.8. THAT the Memorandum of Association of the Company be amended by the deletion of clause1 and in substitution for its 1, the following be inserted:“The name of the Company is Avisen plc”BY ORDER OF THE BOARDRegistered Office31 Vernon StreetLondon W14 0RNDuncan NealeCompany Secretary7 January 200977

Notes:Entitlement to attend and vote1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those membersregistered on the Company’s register of members at:– 6.00 pm on 28 January 2009; or,– if this general meeting is adjourned, at 6.00 pm on the day two days prior to the adjourned meeting, shall be entitled toattend and vote at the general meeting.Poll2. Resolution 2 will be taken on a poll of independent shareholders in accordance with the requirements of the Panel on Takeovers andMergers and accordingly Marcus Hanke and Marcus Yeoman will not vote on Resolution 2.Appointment of proxies3. As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at themeeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the proceduresset out in these notes and the notes to the proxy form.4. A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to appoint theChairman of the meeting or another person as your proxy using the proxy form or via CREST are set out in the notes to the proxyform. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not theChairman) and give your instructions directly to them.5. If you do not give your proxy an indication of how to vote on any resolution, your proxy will vote or abstain from voting at his orher discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put beforethe meeting.Appointment of proxy using hard copy proxy form6. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.To appoint a proxy using the proxy form, the form must be:– completed and signed;– sent or delivered to Capita Registrars at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU; and– received by Capita Registrars no later than 10.00 a.m. on 28 January 2009 by an officer of the company or an attorney forthe company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copyof such power or authority) must be included with the proxy form.Appointment of proxy via CREST7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so byusing the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members and thoseCREST members who have appointed 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 or instruction made using the CREST service to be valid, the appropriate CREST message (a“CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s (formerlyCRESTCo’s) specifications and must contain the information required for such instructions, as described in the CREST Manual. Themessage, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previouslyappointed proxy, must in order to be valid, be transmitted so as to be received by Capita Registrars (ID RA 10) by no later than10.00 a.m. on 28 January 2009. No such message received through the CREST network after this time will be accepted. For thispurpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CRESTApplications Host) from which the registrars are able to retrieve the message by enquiry to CREST in the manner prescribed byCREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointeethrough other means.CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK &Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings andlimitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST memberconcerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting serviceprovider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure thata message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, whereapplicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manualconcerning practical limitations of the CREST system and timings.The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of theUncertificated Securities Regulations 2001.Appointment of proxy by joint members8. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted bythe most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in theCompany’s register of members in respect of the joint holding (the first-named being the most senior).Changing proxy instructions9. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-offtime for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointmentreceived after the relevant cut-off time will be disregarded.Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using anotherhard-copy proxy form, please contact Capita Registrars on 0871 664 0300. Calls cost 10p per minute plus network extras.If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxieswill take precedence.Termination of proxy appointments10. In order to revoke a proxy instruction (other than a CREST Proxy Instruction) you will need to inform Capita Registrars by sendinga signed hard copy notice clearly stating your intention to revoke your proxy appointment to The Registry, 34 Beckenham Road,Beckenham, Kent BR3 4TU. In the case of a member which is a company, the revocation notice must be executed under its commonseal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any otherauthority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with therevocation notice. Revocation of a CREST Proxy Instruction should be made in accordance with the CREST Manual.78

The revocation notice must be received by Capita Registrars no later than 10.00 a.m. on 28 January 2009.If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraphdirectly below, your proxy appointment will remain valid.Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy andattend the meeting in person, your proxy appointment will automatically be terminated.Corporate Representatives11. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the Meeting so that:(i) if a corporate member has appointed the Chairman of the meeting as its corporate representative with instructions to voteon a poll in accordance with the directions of all the other corporate representatives for that member at the meeting, then,on a poll, those corporate representatives will give voting directions to the Chairman and the Chairman will vote (orwithhold a vote) as corporate representative in accordance with those directions; and(ii) if more than one corporate representative for the same corporate member attends the Meeting but the corporate member hasnot appointed the Chairman of the meeting as its corporate representative, a designated corporate representative will benominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representativeswill give voting directions to that designated corporate representative.Corporate members are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies andcorporate representatives, available from www.icsa.org.uk, for further details of this procedure. The guidance includes a sampleform of representation letter to appoint the Chairman as a corporate representative as described in (i) above.Communication12. Except as provided above, members who have general queries about the meeting should contact Capita Registrars on 0871 664 0300(calls cost 10p per minute plus network extras). No other methods of communication will be accepted.You may not use any electronic address provided either:– in this notice of annual general meeting; or– any related documents (including the proxy form),to communicate with the Company for any purposes other than those expressly stated.79

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