Notice of General Meeting

MEDIAZEST PLC                                 

     PROPOSED PLACING OF NEW ORDINARY SHARES AND/OR CONVERTIBLE LOAN NOTES     
                                      AND                                      
                           NOTICE OF GENERAL MEETING                           

MediaZest PLC ("MediaZest" or the "Company") confirms that, on 18 November
2009, in accordance with AIM Rule 20, a Notice of General Meeting has been sent
to shareholders.

Copies of the Notice of General Meeting are available from the Company's
registered office at 3rd Floor, 16 Dover Street, London W1S 4LR and can also be
downloaded from the Company's website, www.mediazest.com.

Notice of General Meeting

Notice is hereby given that the general meeting of MediaZest PLC will be held
at the offices of Nabarro LLP, Lacon House, 84 Theobald's Road, London WC1X 8RW
at 10.00 a.m. on 11 December 2009.

                                  ** ENDS **                                   

For further information visit www.mediazest.com or contact:

Geoff Robertson    MediaZest PLC                     Tel: [phone] 
Aaron Smyth        Dowgate Capital Advisers Ltd      Tel: [phone] 


1. Introduction

Following the half-yearly results announcement on 28 September 2009, the Board
of MediaZest plc intends to raise up to £300,000 (before expenses) by way of a
conditional placing of New Ordinary Shares and/or Convertible Loan Notes in
order to provide additional working capital for the Company. The New Ordinary
Shares and/or Convertible Loan Notes will be conditionally placed with Relevant
Persons. Subject, amongst other things, to the passing of the Resolutions at
the General Meeting, the Company will make an application for admission of the
New Ordinary Shares issued to trading on AIM. However, no application will be
made for the admission of the Convertible Loan Notes granted to trading on AIM.

The Company is also seeking to pass resolutions to adopt new articles of
association to take account of changes brought about by the Companies Act 2006
(the "2006 Act") which came into force on 1 October 2009, and to grant Options
to Lance O'Neill, a director of the Company.

The purpose of this document is to provide you with information about the
background to and the reasons for the proposals, to explain why the Directors
consider the proposals to be in the best interests of the Company and its
Shareholders as a whole and why the Independent Director unanimously recommends
that you vote in favour of the Resolutions to be proposed at the General
Meeting, notice of which is set out at the end of this document.

2. Background to and reasons for the Placing

As a result of the challenging market conditions in 2009 and historical losses,
the Company recently completed a fundraising to improve its working capital
provision. As announced on 17 August 2009, the Company issued 80,000,000
Ordinary Shares to raise £200,000 to provide further working capital for the
Group (the "August Placing"). At that time, the Directors implemented a
strategy to enable the Board to restructure the Group and significantly reduce
costs whilst at the same time experiencing an expected improvement in trading
during the third quarter of 2009.

Following the implementation of the first part of its strategy, the Group has
experienced better trading results and, with the effects of restructuring costs
expected to be completed by the end of 2009, the Directors believe that 2010
will produce more positive progress for the Group.

Whilst trading has improved during the second half of 2009, the Company
continues to manage cash and its balance sheet with great care. Against this
background, the Company is seeking to raise further funds pursuant to the
Placing in order to:

* recapitalise the balance sheet of the Group and build on the stability
  generated by the August Placing;
   
* provide the cash that is required to take advantage of new opportunities
  and expand in areas in which the Group is currently seeing positive
  results; and
   
* restructure the capital resources of the Company.
   
The Company also wishes to grant Options to Lance O'Neill, a director of the
Company, as an incentive to him to promote the success of, and add value to,
the Company.

3. Current trading and prospects

Trading for the second half of 2009 has been encouraging, and although revenues
remain significantly below those of 2008 due to recessionary pressures, margins
for the second half of the year have improved. In addition, the Group has
implemented wide ranging cost cutting measures, the benefits of which are now
being experienced.

TouchVision's education division has secured several significant projects in
the second half of the year. Furthermore, the retail division, along with
MediaZest Ventures, is also showing signs of noticeable progress as the Company
enters the Christmas period.

MediaZest Ventures continues to generate considerable interest in the retail
sector and attracts a wide range of high profile, well respected retail
clients. The Company received its first major industry award in recognition of
the innovation and creativity that it has have shown during its short
existence, a POPAI (Point-of-Purchase Advertising International) award in the
Best Digital Network category, which the Directors hope will be the first of
many to come.

After an extremely quiet start to the year, enquiries in this business sector
have been growing although marketing budgets remain very tight. This leads to a
level of unpredictability as to whether projects are executed. However, the
increased appetite for the Company's services is encouraging and the Directors
believe that MediaZest Ventures' revenues will increase with improvements in
market conditions.

TouchVision had a good third quarter. Traditionally, this is the best time of
year in the Education market due to long student holiday periods which are
ideal for room and lecture theatre refurbishment. This year is no exception and
TouchVision completed a number of projects for its key clients and also
acquired new business. It has a large new-build installation project in
November 2009 and two other significant projects have already been secured for
December 2009. TouchVision has also seen an increase in activity with its
retail clients which, like MediaZest's, also tends to have a significant
proportion of its activity concentrated in the run up to Christmas.

Working capital will remain a concern until the Company is consistently
achieving a profit (before interest and depreciation), and thereby generating
cash, at a level sufficient to carry the Group, and through the next few
months. The Group currently meets its working capital needs from debtor
collections so maintaining sales and cash collections are key over coming weeks
and months. The Company's cash flow and cash resources will continue to be
closely monitored.

The Board is therefore now seeking to raise additional funds in order to build
upon the improvements that have been achieved in the second half of 2009 and
to:

a. recapitalise the balance sheet;
   
b. provide additional working capital;
   
c. allow the Group to capitalise upon business opportunities as market
   sentiment improves.
   
The Board is working hard to deliver meaningful revenue and profitability
growth going forward with the continuing support of shareholders and customers.
However, given current economic conditions, the Board will be ever vigilant
regarding the condition of the business and take whatever action is
appropriate. Following the successful completion of the Placing, the Board
believes the Group will be better placed to show significant improvement in the
coming year.

4. Details of the Placing and grant of Options

Under the Placing, the Company is proposing to raise up to £300,000 (before
expenses) by the issue of the New Ordinary Shares, at a price to be determined
(the "Placing Price") and/or the issue of the Convertible Loan Notes, subject,
inter alia, to Shareholders passing the Resolutions at the General Meeting. No
minimum subscription amount for the Placing has been set.

The net proceeds of the Placing will be used for working capital purposes. The
New Ordinary Shares will, when issued, rank pari passu in all respects with the
Existing Shares, including the right to receive all dividends and other
distributions declared on or after the date on which they are issued. The
Company will apply for the New Ordinary Shares to be admitted to trading on
AIM.

In conjunction with the issue of the New Ordinary Shares, the Company proposes
to grant Convertible Loan Notes to placees. The proposed terms of the
Convertible Loan Note instrument will provide that the Convertible Loan Notes
will be unsecured, transferable, bear a fixed coupon as yet to be determined,
and will be redeemable and/or convertible. The Convertible Loan Notes will be
convertible into Ordinary Shares on a one-for-one basis at a price to be
determined. No application will be made for the admission of the Convertible
Loan Notes to trading on AIM.

Placees will be given the opportunity to subscribe under the Placing for New
Ordinary Shares, Convertible Notes or a combination of both.

The Company also intends to grant Options (representing 5 per cent. of the
Company's issued share capital as enlarged by the Placing) to Lance O'Neill, a
director of the Company, and by doing so offer a long-term incentive for him to
add value to the Company. The Options will not be issued pursuant to the
Company's EMI Scheme, however, it is intended that the Options will be granted
on terms substantially similar to those set out in the Company's EMI Scheme. It
is intended that the grant of Options will be made as soon as practicable after
the passing of the relevant Resolutions at the General Meeting. The
Options will lapse upon Lance O'Neill ceasing to be a director or an employee
within the Group. There are no performance conditions attached to these Options
and the Options are not transferable.

The Independent Director considers that the grant of Options is appropriate in
order to retain and motivate high quality individuals and, in the case of Lance
O'Neill, reward his significant contribution to the Company and encourages him
to build up, over time, a shareholding in the Company.

The Company is seeking authority under the Resolutions, inter alia, to:

(a) allot securities up to a nominal value of £120,000 in connection with the
Placing on a non-pre-emptive basis; and

(b) allot Options up to a nominal value of £15,000 on a non-pre-emptive basis.

The Placing and grant of Options is conditional upon, amongst other things, the
respective Resolutions being duly passed at the General Meeting. The Company
will make an application to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. No application will be made to the
London Stock Exchange for the Convertible Loan Notes to be admitted to trading
on AIM.

The Company will, as soon as practicable, announce the take up under the
Placing, the Placing Price and the number of Options and Convertible Loan Notes
issued.

5. Related Party Transaction

The grant of Options to Lance O'Neill (a director of the Company) is a related
party transaction for the purposes of Rule 13 of the AIM Rules (a "Related
Party Transaction").

Where a company whose shares are listed on AIM enters into a Related Party
Transaction, Rule 13 of the AIM Rules requires the directors independent of the
transaction to consider, having consulted with the Company's nominated adviser,
whether the terms of the transaction are fair and reasonable insofar as its
shareholders are concerned.

The Independent Director considers, having consulted with Dowgate Capital
Advisers Limited, the Company's nominated adviser, that the terms of the
Related Party Transaction with Lance O'Neill is fair and reasonable insofar as
Shareholders are concerned.

6. Plans if the Resolutions are not passed

The Company will, as soon as practicable, announce the take up under the
Placing and will also announce the Placing Price.

In the event the Placing is unsuccessful, the Board will take steps to
accelerate cash collection as far as possible, however, this would leave the
Company with constrained funding in coming months. The Board would then propose
to enter into discussions with other potential providers of finance. It
believes that such action in response to this situation should be sufficient to
ensure the Company meets its short term working capital needs.

7. General Meeting

At the General Meeting, the following Resolutions will be proposed:

Resolution 1              Adoption of New Articles                             
                                                                               
Resolution 2              Authority to allot New Ordinary Shares               
                                                                               
Resolution 3              Authority to disapply pre-emption rights             
                                                                               
Resolutions 4 and 5       Authority to allot Options and power to disapply     
                          pre-emption rights