THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you have sold or otherwise transferred, or you sell or transfer before close of business. on Tuesday 20th September 2016, all of your Ordinary Shares, please forward this document (but not the enclosed personalised Form of Proxy) as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, such documents should not be distributed, forwarded or transmitted in or into any jurisdiction in which such an act would constitute a breach of the relevant laws of such jurisdiction. IMIMOBILE PLC

(incorporated in England and Wales under registered number : 08802718)

Notice of Annual General Meeting

Notice of the Annual General Meeting of IMImobile, to be held at the offices of Bracher Rawlins LLP, 77 Kingsway, London, WC2B 6SR and convened for 11.00 a.m. on Wednesday 21st September 2016 is set out at the end of this document. This document should be read as a whole. Your attention is drawn to the letter from the Chairman of IMImobile which recommends that you vote in favour of all of the resolutions to be proposed at the Annual General Meeting.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of the Form of Proxy or CREST Proxy Instruction

11.00 a.m. on Monday 19th September 2016

Annual General Meeting

11.00 a.m. on Wednesday 21st September 2016

Notes:

1. References to times in this document are to London times. If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement on a Regulatory Information Service.

LETTER FROM THE CHAIRMAN

IMImobile PLC Tempus Court Bellfield Road High Wycombe Buckinghamshire

HP13 5HA

Directors:

Charles John Allwood ( Non-Executive Chairman) Viswanatha Alluri (Non-Executive Director) Shyamprasad Subramanya Bhat

Simon Blagden (Non-Executive Director) Michael Jefferies

Jayesh Patel

17th August 2016

To Shareholders

Dear Shareholder

Notice of Annual General Meeting

I am writing to give you details of the proposed resolutions to be considered at the Company's forthcoming Annual General Meeting to be held on Wednesday 21st September 2016 at 11.00 a.m. at the offices of Bracher Rawlins LLP, 77 Kingsway, London, WC2B 6SR.

The Annual General Meeting has been convened in order to consider and vote on each of the resolutions set out below (Resolutions). Shareholders will find enclosed a Form of Proxy for use in respect of the Annual General Meeting.

Resolutions 1 to 6 (inclusive) will be proposed as ordinary resolutions and will be passed if at least 50 per cent. of the votes cast (whether in person or by proxy) are in favour. Resolutions 7 and 8 will be proposed as special resolutions and will be passed if at least 75 per cent. of the votes cast (whether in person or by proxy) are in favour.

Resolution 1 - Annual report and accounts

The Chairman will present the annual report and accounts for the year ended 31 March 2016 ("Annual Report") to the meeting. These accounts are available on the Company's website and have been sent along with this notice to Shareholders who have opted out of the electronic communications regime.

Resolution 2 & 3 - Director appointments

Resolutions 2 & 3 deals with the reappointment of certain directors, being Jayesh Patel and Shyamprasad Subramanya Bhat. Biographies of each of the Directors' seeking reappointment can be found on the Company's website. The Board has confirmed, following a performance review that all Directors standing for reappointment continue to perform effectively and demonstrate commitment to their role. The existing service agreements and letters of appointment, as applicable, will continue to take effect.

Resolutions 4 and 5 - Re-appointment of auditors

Resolution 4 relates to the re-appointment of Deloitte LLP as the Company's auditors to hold office until the next AGM of the Company and Resolution 5 authorises the directors to set their remuneration, which will be on similar terms and rates to those for the previous year.

Resolution 6 - Allotment of share capital

The Board considers it appropriate that authority be granted to allot ordinary shares in the capital of the Company up to a maximum nominal amount of £1,641,679.40 representing approximately 33.3 per cent. of the Company's issued ordinary share capital (excluding B shares ) as at 17th August 2016 (the latest practicable date before publication of this document) during the period up to the conclusion of the next AGM in 2017.

Resolution 7 - Disapplication of statutory pre-emption rights

Resolution 7 will empower the Directors to allot ordinary shares in the capital of the Company for cash on a non-pre-emptive basis:

  • in connection with a rights issue or other pro-rata offer to existing Shareholders; and

  • (otherwise than in connection with a rights issue or other pro rata offer) up to a maximum nominal value of £492,996.80, representing approximately 10 per cent. of the issued ordinary share capital of the Company as at 17th August 2016 (the latest practicable date before publication of this document).

The Directors will use this authority in circumstances where they consider it to be in the best interests of the Company to issue shares for cash other than to existing Shareholders.

Resolution 8 - Authority to purchase own shares

Resolution 8 gives the Company authority to make market purchases of up to 4,929,968 Ordinary Shares, representing 10 per cent of the Company's issued ordinary share capital (excluding B shares) as at 17th August 2016 (the latest practicable date before publication of this document). The Resolution sets minimum and maximum prices. This authority will expire at the conclusion of the next AGM in 2017.

The relevant authority will be exercised only if the Directors believe that to do so would be in the interests of Shareholders generally. Any purchases of ordinary shares would be by means of market purchases through the London Stock Exchange.

Listed companies purchasing their own shares are allowed to hold them in treasury as an alternative to cancelling them. No dividends are paid on shares whilst held in treasury and no voting rights attach to treasury shares.

Action to be taken

A Form of Proxy for use in connection with the Annual General Meeting is enclosed. Whether or not Shareholders intend to be present at the Annual General Meeting, they are requested to complete and sign the accompanying Form of Proxy and return it, in accordance with the instructions printed on it, by post (during normal business hours only) or by hand to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU to arrive as soon as possible and, in any event, by no later than 11.00 a.m. on Monday 19th September 2016. Shareholders who hold their Ordinary Shares in CREST may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Capita Registrars (RA10) so that it is received by no later than 11.00a.m. on Monday 19th September 2016. The return of a completed Form of Proxy or the transmission of an electronic proxy or CREST Proxy Instruction will not prevent a Shareholder from attending the Annual General Meeting and voting in person (in substitution for their proxy vote) should they wish to do so and are so entitled.

Recommendation

The Board considers the Resolutions are likely to promote the success of the Company and are in the best interests of the Company and its Shareholders as a whole. The Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the Annual General Meeting. The Directors intend to vote in favour of all of the Resolutions at the Annual General Meeting in respect of their own beneficial holdings, which including the voting rights that 2 of the directors have by virtue of the B shares held by Tarimela Business Ventures Private Limited, represents approximately 18.65% per cent. of the voting rights in IMImobile at the date of this document.

Yours faithfully,

John Allwood

Chairman

IMImobile plc published this content on 18 August 2016 and is solely responsible for the information contained herein.
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