Blur : 2016 Notice of AGM

91765b12-17db-4c0a-88be-d93d6576e652.pdf

24 May 2016

Dear Shareholder,

blur Group plc - Notice of Annual General Meeting

I am pleased to be writing to you with details of our Annual General Meeting ("AGM") which we will be holding at: Eagle House, Babbage Way, Exeter Science Park, Exeter, EX5 2FN at 10 a.m. on Thursday 16 June 2016. The formal notice of AGM is enclosed herewith.

If you would like to vote on the resolutions put forward at the AGM but are unable to attend, please complete the proxy form enclosed and return it to our registrars (details of which are set out on the proxy form) as soon as possible. They must receive it by no later than 10 a.m. on Wednesday 14 June 2016.

The directors consider that all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. The Company's board of directors will be voting in favour of them and unanimously recommends that you do so as well.

Please accept this letter as notification that the Annual Report and Accounts for the year ended 31 December 2015 has now been published on the Company's website at http://www.blurgroup.com in the investors section.

Yours faithfully,

Philip L Letts, Chief Executive Officer

For and on behalf of blur Group plc

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE YOU ARE RECOMMENDED TO CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000.

If you have sold or transferred all of your ordinary shares in blur Group plc, you should pass this document, together with the accompanying notice of meeting and form of proxy, to the person through whom the sale or transfer was made for transmission to the purchaser or transferee.

Company no. 08188404 BLUR GROUP PLC NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting ("AGM") of blur Group plc (the "Company") will be held at Eagle House, Babbage Way, Exeter Science Park, Exeter, EX5 2FN at 10 a.m. on Thursday 16th June 2016.

The AGM will be held in order to consider and, if thought fit, pass the following resolutions which will be proposed as special or ordinary resolutions as indicated.

ORDINARY BUSINESS Ordinary resolutions

1. THAT the report of the directors, the financial statements and the report of the auditors for the Company's financial year ended 31 December 2015, be received and adopted.

2. THAT Philip Letts who retires by rotation and is eligible for re-election pursuant to article 19 of the Company's articles of association, be re-appointed as a director of the Company.

3. THAT Roger de Peyrecave, whose office terminates at the AGM and who becomes eligible for re-appointment pursuant to article 19 of the Company's articles of association, be re-appointed as a non-executive director of the Company.

4. THAT Robert Wirszycz, whose office terminates at the AGM and who becomes eligible for re-appointment pursuant to article 19 of the Company's articles of association, be re-appointed as a non-executive director of the Company.

5. THAT Tim Allen, whose office terminates at the AGM and who becomes eligible for re-appointment pursuant to article 19 of the Company's articles of association, be re-appointed as a director of the Company.

6. THAT KPMG LLP of Plym House, 3 Longbridge Road, Plymouth, Devon, PL6 8LT, be re-appointed as auditors of the Company to hold office from the conclusion of the AGM until the conclusion of the next annual general meeting of the Company at which financial statements are laid before the Company's shareholders.

7. THAT the directors be authorised to determine the auditors' remuneration.

   SPECIAL BUSINESS Ordinary resolutions

8. THAT the directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to:

9. allot shares in the Company and grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £155,406.41; and

10. allot equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £310,812.82 (such amount to be reduced by the nominal amount of any shares allotted or rights granted under paragraph (a) of this resolution 5) in connection with an offer by way of a rights issue to:

11. the holders of ordinary shares in the Company in proportion (as nearly as may be practicable) to the respective numbers of ordinary shares held by them; and

12. holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the directors of the Company otherwise consider necessary,

    and so that the directors of the Company may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in or under the laws of any territory or any other matter.

    These authorities shall apply in substitution for all previous authorities (but without prejudice to the validity of any allotment pursuant to such previous authority) and shall expire at the end of the next annual general meeting of the Company or, if earlier, 15 months after the date of this resolution, save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights granted to subscribe for or convert any security into shares after such expiry and the directors may allot shares or grant such rights in pursuance of any such offer or agreement as if the power and authority conferred by this resolution had not expired.

    Special resolutions

13. THAT, subject to the passing of resolution 5, the directors be generally and unconditionally empowered for the purposes of section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash:

14. pursuant to the authority conferred by resolution 5; or

15. where the allotment constitutes an allotment within the meaning of section 560(3) of the Act,

    in each case as if section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to:

16. the allotment of equity securities in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted under paragraph (b) of resolution 5, such power shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue only) to:

17. the holders of ordinary shares in the Company in proportion (as nearly as may be practicable) to the respective numbers of ordinary shares held by them; and

18. holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the directors of the Company otherwise consider necessary,

    and so that the directors of the Company may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

19. the grant of options to subscribe for shares in the Company, and the allotment of such shares pursuant to the exercise of options granted under the terms of any share option scheme adopted or operated by the Company; and

20. the allotment of equity securities, other than pursuant to paragraphs (i) and (ii) above of this resolution, up to an aggregate nominal amount of £23,546.43.

    This power shall (unless previously renewed, varied or novated by the Company in general meeting) expire at the conclusion of the next annual general meeting of the Company following the passing of this resolution or, if earlier, on the date 15 months after the passing of such resolution, save that the Company may before the expiry of this power make any offer or enter into any agreement which would or might require equity securities to be allotted, or treasury shares sold, after such expiry and the directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred by this resolution had not expired.

21. THAT the Company be generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (as defined in section 693(4) of the Act) of ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") in such manner and on such terms as the directors of the Company may from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purposes set out in sections 727 or 729 of the Act, including for the purpose of its employee share schemes, provided that:

22. the maximum number of Ordinary Shares which may be purchased is 4,709,285;

23. the minimum purchase price which may be paid for any Ordinary Share is £0.01 (exclusive of expenses);

24. the maximum purchase price which may be paid for any Ordinary Share shall not be more than the higher of (in each case exclusive of expenses):

25. 5% above the average middle market quotations for an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made; and

26. an amount equal to the higher of the price of the last independent trade and the highest current independent bid as derived from the trading venue on which the purchase is carried out; and

27. this authority shall take effect on the date of passing of this resolution and shall (unless previously revoked, renewed or varied) expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, 15 months after the date of passing of this resolution, save in relation to purchases of Ordinary Shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry.

    By order of the Board

    Signed: ..............................……………………………………. Philip L Letts, Chief Executive Officer For and on behalf of blur Group plc

    Dated: 24 May 2016

    Registered Office: 5 New Street Square, London EC4A 3TW

    Notes:

28. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting and at any adjournment of it. A member may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. If a proxy appointment is submitted without indicating how the proxy should vote on any resolution, the proxy will exercise his discretion as to whether and, if so, how he votes.

29. A proxy need not be a member of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Computershare Investor Services plc at The Pavilions, Bridgwater Road, Bristol, Avon BS13 8AE (Telephone 0870 707 1673). Members may also appoint a proxy through the CREST electronic proxy appointment service as described in note 9 below.

30. To be valid any proxy form or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand by Computershare Investor Services plc at The Pavilions, Bridgwater Road, Bristol, Avon BS13 8AE no later than 10 a.m. on 14 June 2016 (or, in the event of any adjournment, no later than 10 a.m. on the date which is two days before the time of the adjourned meeting (weekends and public holidays excluded)), together with, if appropriate, the power of attorney or other authority (if any) under which it is signed or a duly certified copy of that power or authority.

31. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in note 9(a) below) will not prevent a member attending the meeting and voting in person if he/she wishes to do so.

32. A vote withheld option is provided on the form of proxy to enable you to instruct your proxy not to vote on any particular resolution, however, it should be noted that a vote withheld in this way is not a 'vote' in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

33. To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the votes they may cast), members must be registered in the register of members of the Company 10 a.m. on 14 June 2016 (or, in the event of any adjournment, 10

    a.m. on the date which is two days before the time of the adjourned meeting (weekends and public holidays excluded)). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

34. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

35. If a member submits more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

36. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for this meeting by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a 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. Please note the following:

37. 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 specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent by the latest time(s) for receipt of proxy appointments specified in this notice. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

38. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

39. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

40. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not so in relation to the same shares.

41. The following documents will be available for inspection during normal business hours at the Company's registered office from 24 May 2016 (Saturdays, Sundays and public holidays excepted) until the time of the AGM and at the AGM location from 15 minutes before the AGM until it ends:

42. copies of the executive directors' service contracts; and

43. copies of letters of appointment of the non-executive directors.