Conexion Media Group Plc
Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at 10 Heathfield Terrace London W4 4JE on 21st July 2009 at 11.00am for the following purposes:

Ordinary Business

1. To receive and adopt the Report of the Directors and the Audited Accounts for the year ended 31st December 2008.

2. To re-elect Guy Fletcher as a Director of the Company who retires by rotation in accordance with Article 24.1 of the Company’s Articles of Association.

3. To re-appoint Kingston Smith LLP as auditors and to authorise the Directors to fix their remuneration.

Special Business

To consider and, if thought fit, to pass the following resolutions:

Ordinary Resolutions

4. That for the purposes of section 80 of the Companies Act 1985 (“the Act”), the Directors be and they are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities (as defined in section 80(2) of the Act) up to an aggregate nominal amount of £213,503.71 PROVIDED THAT this authority shall expire on whichever is the earlier of the conclusion of the next Annual General Meeting of the Company or the date falling fifteen months from the date of the passing of this Resolution, EXCEPT THAT the Company may, before the expiry of such period, make an offer or agreement which would, or might, require relevant securities to be allotted after the expiry of such period and the Directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.

Special Resolution

5. That, subject to the passing of Resolutions 4 above, the Directors be and they are hereby empowered pursuant to Section 95 of the Act to allot equity securities (as defined in Section 94 of the Act) pursuant to the authority conferred upon them by Resolution 4 above as if Section 89(1) of the Act did not apply to any such allotment PROVIDED THAT such power shall be limited to:

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

(ii) the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to an aggregate nominal amount of £213,503.71 and the power hereby conferred shall expire on whichever is the earlier of the conclusion of the next Annual General Meeting of the Company or the date
falling fifteen months from the date of the passing of this Resolution unless renewed or extended prior to such time except that the Company may, before the expiry of any power contained in this Resolution, make an offer or agreement (which shall include agreements to allot shares existing at the date hereof which are conditional on the Directors being granted appropriate authority to allot such shares) which would, or might, require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power hereby had not expired.

Dated this 23d June 2009

By Order of the Board

Frank McAweaney – Company Secretary
10 Heathfield Terrace
London
W4 4JE

NOTES

1. Any Member entitled to attend and vote at this Meeting may appoint a proxy to attend and, on a poll, to vote in his stead. A form of proxy for the use of Members is enclosed with this Notice.

2. Only holders of the Ordinary Shares or their proxies are entitled to attend and vote at the Meeting.

3. This form of proxy, duly signed, and any Power of Attorney under which it is executed, must be deposited at the offices of the Company’s Registrars, Conexion Media Group Plc, Capita Registrars (Proxies),The Registry,34 Beckenham Road, Beckenham Kent BR3 4TU not less than 48 hours before the time fixed for holding the Meeting or adjourned Meeting.

4. The Company, pursuant to regulation 41 of The Uncertificated Securities Regulations 2001, specifies that only those shareholders registered in the register of members of the Company as at 11.00am on 19th July 2009 shall be entitled to attend or vote at the Meeting in respect of the number of Ordinary Shares registered in their name at that time. Changes to entries on the relevant register of securities after that time will be disregarded in determining the rights of any person to attend or vote at the Meeting.