THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in the capital of the Company, please forward this document to the purchaser or transferee or to the stockbroker, bank or other person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

A Public Limited Company registered in England &Wales Registered No. 03941006

Registered office: Petersgate House, St. Petersgate, Stockport SK1 1HE

NOTICE OFANNUAL GENERAL MEETING

THIS NOTICE IS GIVEN THAT THE ANNUAL GENERAL MEETING of the Company will be held at 60 New Broad Street, London EC2M 1JJ onThursday 27th of June 2013, at 9.00 a.m. BST for the following purposes:

ORDINARY BUSINESS

Resolution 1

To receive and adopt the audited accounts for the year ended 31st December 2012, including the Directors remuneration report for the year ended 31st December 2012.

Resolution 2

To re-appoint Lindsay Bury as a director of the Company.

Resolution 3

To re-appoint Hugh Fitzwilliam-Lay as a director of the Company.

Resolution 4

To re-appoint Richard Mace as a director of the Company.

Resolution 5

To re-appoint Mark Duffin as a director of the Company.

Resolution 6

To re-appoint Marne Martin as a director of the Company.

Resolution 7

To re-appoint Deloitte LLP, of 2 Hardman Street, Manchester M60 2AT, as auditor to the Company and to authorise the directors to determine its remuneration.

SPECIAL BUSINESS

Resolution 8

To authorise the directors to allot shares of up to 10% of the issued share capital of the company.

Resolution 9

To empower the directors to allot shares otherwise than in accordance with the authority conferred in Resolution 8.

Questions for the floor

Any other business

Recommendation

The directors believe that the proposals in resolutions 1 to 9 are in the best interests of shareholders as a whole.

The directors will be voting in favour of them and unanimously recommend that you do so as well.

By order of the board

Lindsay Bury

Chairman

A Public Limited Company registered in England &Wales Registered No. 03941006

Registered office: Petersgate House, St. Petersgate, Stockport SK1 1HE

June 4, 2013

NOTES:

1 A shareholder is entitled to appoint another person as that shareholder's proxy to exercise all or any of that shareholder's rights to attend and to speak and vote at the meeting. A shareholder 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 shareholder. A proxy does not need to be a shareholder of the Company.

2 A form of proxy is enclosed with this notice. To appoint a proxy or p roxies, shareholders must either (a) complete a form of proxy together with any authority under which it is executed (or a notarially certified copy of such authority), which must be lodged with the Company's registrars, Capita, at Capita Registrars Limited, PXS, 34 Beckenham Road, Beckenham,Kent, BR3 4TU, or (b) complete and submit a CREST Proxy Instruction (see note 3 below), in each case not later than 9 a.m. BST on June 25, 2013.

3 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment may do so for the annual general meeting referenced above and any adjournment[s] of the meeting by using the procedures described in the CREST Manual (available at www.euroclear.com/CREST). CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider should refer to their CREST sponsor or voting service provider 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 must be properly authenticated in accordance with Euroclear'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 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 Company's agent Capita Registrars Limited (CREST Participant ID; RA10) no later than 48 hours before the time appointed for the meeting. For this purpose, the time of the 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 Company'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 by other means.

3 CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear 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 any voting service providers, to procedure that his CREST sponsor or voting service provider takes) such action as is 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. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(3)(a) of the Uncertificated Securities Regulations 2001.

4  Only those shareholders included in the register of members of the Company at 9 a.m. BST on June 25th, 2013 or, if the meeting is adjourned, at 9 a.m. BST on the day which is two working days before the time for holding any adjourned meeting, will be entitled to attend and to vote at the annual general meeting in respect of the number of shares registered in their names at that time. Changes to entries on the share register after the relevant deadline will be disregarded in determining the rights of any person to attend or vote at the meeting.

5 Copies of the directors' service contracts and letters of appointment are available for inspection at the Company's registered office during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) until the end of the annual general meeting and will also be available at the place of the annual general meeting for at least 15 minutes before and during the meeting.

6 Addresses (including electronic addresses) in this document are included strictly for the purposes specified and not for any other purpose.

7 A copy of this notice, and other information required by the Companies Act 2006, can be found at www.servicepower.com.

8 Shareholders attending the annual general meeting have a right to ask questions relating to the business being dealt with at the meeting. The Company must answer such questions unless:

8.1 answering would interfere unduly with the preparation for the meeting or would involve the disclosure of confidential information

8.2 the answer has already been given on a website in the form of an answer to a question, or

8.3 it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

9 The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 (nominated persons). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

10 If you have been nominated to receive general shareholder communications directly from the Company, it is important to remember that your main contact in terms of your investment remains as it was (so the registered shareholder, or perhaps custodian or broker, who administers the investment on your behalf). Therefore, any changes or queries relating to your personal details and holding (including any administration thereof) must continue to be directed to your existing contact at your investment manager or custodian. The Company cannot guarantee dealing with matters that are directed to us in error. The only exception to this is where the Company, in exercising one of its powers under the Companies Act 2006, writes to you directly for a response.

DEFINITIONS

Company SERVICE POWERTECHNOLOGIES PLC

CREST the relevant system (as defined in the CREST Regulations) for the paperless settlement of share transfers and the holding of shares in uncertificated form, operated by Euroclear

CREST Manual the rules governing the operation of CREST

CREST Proxy Instruction a properly authenticated CREST message appointing and instructing a proxy submitted in accordance with procedures described in the CREST Manual

Euroclear Euroclear UK & Ireland Limited, the operator of CREST

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