Notice of Meeting

Derwent Valley Holdings PLC
17 October 2006


THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF STOCKHOLDERS.
IF STOCKHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD
SEEK THEIR OWN FINANCIAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES,
IMMEDIATELY FROM THEIR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
INDEPENDENT FINANCIAL ADVISER.

                          Derwent Valley Holdings plc

(incorporated with limited liability in England with registered number 1819699)

                                 (the Company)

                              NOTICE OF MEETING
               of the holders of those of the outstanding
     £35,000,000 10 1/8 per cent. First Mortgage Debenture Stock 2019

                                  (the Stock)
                                of the Company

NOTICE IS HEREBY GIVEN that a meeting (the Meeting) of holders of the Stock (the
Stockholders) convened by the Company will be held at the offices of Slaughter
and May, One Bunhill Row, London EC1Y 8YY on Thursday, 9 November 2006 at 12.00
noon, London time, for the purpose of considering and, if thought fit, passing
the following resolution which will be proposed as an Extraordinary Resolution
in accordance with the provisions of the trust deed dated 17 October 1994 (the
Principal Trust Deed) made between the Company, Derwent Valley Property
Investments Limited and Royal Exchange Trust Company Limited (the Trustee), as
trustee for the Stockholders, and constituting and securing the Stock, as
supplemented by deeds of substitution, charge and release dated 25 August 1998,
11 April 2000 and 5 March 2001, a deed of withdrawal and release dated 21 March
2003 and a deed of substitution and release also dated 21 March 2003, each made
between the same parties (the Principal Trust Deed as so supplemented, the Trust
Deed):

EXTRAORDINARY RESOLUTION

"THAT this meeting of the holders of the outstanding £35,000,000 101/8 per cent.
First Mortgage Debenture Stock 2019 of Derwent Valley Holdings plc (the Stock
and the Company respectively) constituted and secured by the trust deed dated 17
October 1994 (the Principal Trust Deed) made between the Company, Derwent Valley
Property Investments Limited and Royal Exchange Trust Company Limited (the
Trustee) as trustee for the holders of the Stock (the Stockholders), as
supplemented by deeds of substitution, charge and release dated 25 August 1998,
11 April 2000 and 5 March 2001, a deed of withdrawal and release dated 21 March
2003 and a deed of substitution and release also dated 21 March 2003, each made
between the same parties (the Principal Trust Deed as so supplemented, the Trust
Deed), hereby:

1.   (subject to paragraph 6 of this Extraordinary Resolution) assents to the 
modification of the terms and conditions of the Stock (the Conditions) by
inserting a new provision in Condition 2, pursuant to which the Company may
redeem all (and not some only) of the Stock outstanding at any time at the Early
Redemption Amount plus Accrued Interest on giving not less than three and not
more than 30 Business Days' notice (each such capitalised term having the
meaning given in the Sixth Supplemental Trust Deed (as defined in paragraph 3
below)), all as set out in the Sixth Supplemental Trust Deed;
     
2.   (subject to paragraph 6 of this Extraordinary Resolution) sanctions
every abrogation, modification or compromise of, or arrangement in respect of,
the rights of the Stockholders appertaining to the Stock against the Company,
whether or not such rights arise under the Trust Deed, involved in or resulting
from or to be effected by, the modifications referred to in paragraph 1 of this
Extraordinary Resolution and their implementation;
     
3.   (subject to paragraph 6 of this Extraordinary Resolution) authorises,
directs, requests and empowers the Trustee to:

(a)   concur in the modifications referred to in paragraph 1 of this
Extraordinary Resolution and, in order to give effect to and implement such
modifications, on or shortly after the passing of this Extraordinary Resolution,
to execute a sixth supplemental trust deed (the Sixth Supplemental Trust Deed)
in the form of the draft produced to this meeting and signed by the chairman of
the meeting for the purpose of identification, with such amendments (if any)
requested by the Company and approved by the Trustee, in its sole discretion, or
required by the Trustee; and

(b)   concur in, and execute and do all such other deeds, instruments, acts
and things as may be necessary, desirable or expedient, in the sole discretion
of the Trustee, to carry out and give effect to this Extraordinary Resolution
and the implementation of the modifications referred to in paragraph 1 of this
Extraordinary Resolution;

4.    discharges and exonerates the Trustee from all liability for which it
may have become or may become responsible under the Trust Deed or the Stock in
respect of any act or omission in connection with this Extraordinary Resolution
or its implementation;

5.    (subject to paragraph 6 of this Extraordinary Resolution) if the
Company exercises its option to redeem all (and not some only) of the Stock
outstanding pursuant to the Conditions, as modified by the Sixth Supplemental
Trust Deed, authorises, directs, requests and empowers the Trustee to take all
such action as may be required to release and discharge with effect on and from
the Early Redemption Date (as defined in the Sixth Supplemental Trust Deed) the
Mortgaged Premises (as defined in the Trust Deed) or such part thereof as may
remain vested in the Trustee or subject to the security constituted by the Trust
Deed from the trusts contained in the Trust Deed and from the security
constituted by the Trust Deed, including, without limitation, executing and
delivering to the Company, at the request and cost of the Company, such security
release documents as may be reasonably required by the Company in connection
with such release and discharge;

6.    declares this Extraordinary Resolution shall be in all respects
conditional on the acceptance for repurchase by the Company of the Stock validly
tendered in the Offer in accordance with its terms; and

7.    acknowledges the term Offer, as used in this Extraordinary
Resolution, shall mean the invitation by the Company to holders of any and all
of the outstanding Stock (subject to offer restrictions) to tender such Stock
for repurchase by the Company for cash, as further described in the Tender Offer
Memorandum dated 17 October 2006 and as the same may be amended in accordance
with its terms.".

Background

The Company has convened the Meeting for the purpose of enabling Stockholders to
consider and, if they think fit, resolve to pass the Extraordinary Resolution
proposed in relation to the Stock.

The Stock was issued in 1994 at an early stage in the development of the Derwent
Valley Group (the Group) and represented the majority of the Group's  borrowings
at that time. The Group has grown significantly since then and now relies
predominantly upon bank debt to finance its property business.

As a result, the Stock now represents a small proportion of the Group's
borrowings.  It also has a coupon out of line with current market levels.
Accordingly, the Board of the Company believes it appropriate to redeem the
Stock early by way of the Offer and the Proposal, and to replace it with bank
debt in order to simplify the Group's liability structure and improve its
flexibility.

Set out below are the market values (as a percentage of their Sterling nominal
amount) of the Stock* on the first dealing day in each of the six months prior
to the date of this Notice and on 13 October 2006, the latest practicable date
for which this information was available prior to publication of this Notice:


Date:                                 Market Value (%):
2 May 2006                            136.865
1 June 2006                           138.601
3 July 2006                           137.036
1 August 2006                         138.111
4 September 2006                      139.146
2 October 2006                        140.067
13 October 2006                       139.085

* Source: London Stock Exchange Daily Official List, calculated as an average of
the bid and offered prices shown for each date.

The Trustee has not been involved in the formulation of the Extraordinary
Resolution and, in accordance with normal practice, the Trustee express no
opinion on the merits of the Extraordinary Resolution or on whether Stockholders
would be acting in Stockholders' best interests in approving it, and nothing in
this Notice should be construed as a recommendation to Stockholders from the
Trustee to vote in favour of, or against, the Extraordinary Resolution.
However, on the basis of the information set out in the Tender Offer Memorandum
dated 17 October 2006 prepared by the Company (the Tender Offer Memorandum) and
in this Notice, the Trustee has authorised the Company to state that the Trustee
has no objection to the Extraordinary Resolution set out above being put to
Stockholders for their consideration.  The Trustee has, however, not been
involved in formulating the proposed modifications and makes no representation
that all relevant information has been disclosed to Stockholders in the Tender
Offer Memorandum and this Notice.  Accordingly, the Trustee urges Stockholders
who are in any doubt as to the impact of the implementation of the proposed
modifications to seek their own independent financial advice on the merits of,
and on the consequences of voting in favour of, the Extraordinary Resolution,
including as to any tax consequences.

Stockholders are further given notice that the Company has invited holders of
any and all of the outstanding Stock (subject to offer restrictions, as referred
to below and more fully described in the Tender Offer Memorandum) to tender such
Stock for repurchase by the Company for cash (the Offer), as more fully
described in the Tender Offer Memorandum.  The Offer is subject to offer
restrictions, as more fully described in the Tender Offer Memorandum, in,
amongst other countries, the United States of America, Italy, Belgium and
France.

The Offer is not being made in, and neither the Tender Offer Memorandum nor any
other documents or materials relating to the Offer are for distribution into or
to be made available in, (i) the United States or to persons located or resident
in the United States or (ii) Italy or to persons located or resident in Italy.

General

Subject to the offer and distribution restrictions set out in the Tender Offer
Memorandum, a copy of the Tender Offer Memorandum should have been sent to
Stockholders together with this Notice. Further copies of the Tender Offer
Memorandum will be available from the Registrar and the Dealer Manager, the
contact details for both of which are set out below.  A Stockholder will be
required to produce evidence satisfactory to the Registrar or the Dealer Manager
as to his or her status as a Stockholder and that he or she is a person to whom
the Offer is being made (pursuant to the offer and distribution restrictions)
before being sent a copy of the Tender Offer Memorandum.  Copies of (i) the
Principal Trust Deed, the Trust Deeds supplemental to it, this Notice and the
Tender Offer Memorandum; and (ii) the current draft of the Sixth Supplemental
Trust Deed as referred to in paragraph 3 of the Extraordinary Resolution, are
also, on and from the date of this Notice, available on request from the
Registrar and for inspection by Stockholders at (a) the offices of Slaughter and
May, One Bunhill Row, London EC1Y 8YY, up to and including the date of the
Meeting and (b) at the Meeting and for 15 minutes before the Meeting.  Any
revised version of the draft Sixth Supplemental Trust Deed made available as
described above and marked to indicate changes to the draft made available on
the date of this Notice will supersede the previous draft of the Sixth
Supplemental Trust Deed and Stockholders will be deemed to have notice of any
such changes.

The attention of Stockholders is particularly drawn to the procedures for
voting, quorum and other requirements for the passing of the Extraordinary
Resolution at the Meeting or any meeting held following any adjournment of the
Meeting, which are set out in paragraph 4 of "Voting and Quorum" below. Having
regard to such requirements, Stockholders are strongly urged either to attend
the Meeting or to take steps to be represented at the Meeting (including by way
of submitting Tender Instructions or Voting Only Instructions (all such terms as
defined in the Tender Offer Memorandum)) as soon as possible.

Voting and Quorum

Stockholders who have submitted and not revoked a valid Tender Instruction or
Voting Only Instruction, by which they will have appointed the Chairman as their
proxy to vote on the Extraordinary Resolution to be proposed at the Meeting and
any meeting held following any adjournment of the Meeting in accordance with
such instructions and the terms of the Proposal, need take no further action to
be represented at the Meeting or any such adjourned meeting.  Stockholders who
have not delivered a Tender Instruction or Voting Only Instruction should take
note of the provisions set out below detailing how such Stockholders can attend
or take steps to be represented at the Meeting (references to which, for the
purpose of such provisions, include, unless the context otherwise requires, any
meeting held following any adjournment of the Meeting).
     
1.   Stockholder attendance: A Stockholder wishing to attend
and vote at the Meeting in person must produce at the Meeting either, in the
case of an individual holder, a certificate evidencing such holder's entitlement
to the Stock or, in the case of a corporate holder, a duly approved resolution
of the directors or other governing body of such corporation authorising such
person to act as the corporation's representative together, in each case, with
satisfactory evidence of identity.

2.   Appointment of proxies: A Stockholder not wishing to
attend and vote at the Meeting in person may deliver to the Registrar a form of
proxy duly signed by the Stockholder or his or her duly authorised attorney (or,
in the case of a corporation, executed under its common seal or signed by a duly
authorised officer or attorney), appointing a person to act on such
Stockholder's behalf in connection with such Meeting. A form of proxy may be
obtained from the Registrar not later than 48 hours (as defined below) before
the time fixed for the Meeting.

3.   Form of proxy: Not later than 48 hours (including all or
part of two days upon which banks are open for business in London (disregarding
for this purpose the day upon which the Meeting is to be held)) (48 hours)
before the time fixed for the Meeting, or any meeting held following any
adjournment of the Meeting, the form of proxy and (if required by the Company or
the Trustee) the power of attorney or other authority (if any) under which it is
signed or a duly certified copy of such power or authority must be deposited at
the office of the Registrar specified below.

4.   Quorum requirements: The quorum required at the Meeting
shall be one or more Stockholders present in person or by proxy holding or
representing a clear majority in nominal amount of the Stock for the time being
outstanding. At any adjourned Meeting, the quorum shall be one or more
Stockholders present in person or by proxy (whatever the nominal amount of the
Stock held by them).  No business (other than the choosing of a Chairman) shall
be transacted at any meeting unless the requisite quorum is present at the time
when the meeting proceeds to business.

5.   Adjournment: If within 5 minutes (or such longer period
not exceeding 20 minutes as the Chairman may decide) from the time appointed for
the Meeting, a quorum is not present, the Meeting shall stand adjourned for such
period, being not less than 8 days nor more than 28 days, and to such time and
place as may be determined by the Chairman.

6.   Voting by show of hands or poll: Every question submitted
to the Meeting shall be decided on a show of hands unless (before or on the
declaration of the result of the show of hands) a poll is demanded by the
Chairman or by one or more Stockholders present in person or by proxy and
holding or representing not less than one-twentieth in nominal amount of the
Stock for the time being outstanding.

In the case of equality of votes, whether on a show of hands or on a poll, the
Chairman shall have a casting vote in addition to any other vote he may have.

7.   Representation of vote: On a show of hands every
Stockholder who (being an individual) is present in person or (being a
corporation) is present by its duly authorised representative shall have one
vote and on a poll every Stockholder who is present in person or by proxy shall
have one vote for each £1 in nominal amount of Stock of which such person is the
holder or proxy.

8.   Voting majority requirements: To be passed at the Meeting,
the Extraordinary Resolution requires a majority consisting of not less than
three-quarters of the persons voting at such Meeting upon a show of hands or, if
a poll is duly demanded, by a majority consisting of not less than
three-quarters of the votes cast on such poll. If passed, the Extraordinary
Resolution shall be binding upon all Stockholders, whether present or not
present at the meeting at which it is passed.

This Notice is given by Derwent Valley Holdings plc.

Stockholders should contact the following for further information:

The Dealer Manager:

UBS Investment Bank at 1 Finsbury Avenue, London EC2M 2PP, Attention: Liability
Management Group, Tel: [phone].

The Registrar:

Lloyds TSB Registrars at The Causeway, Worthing, West Sussex BN99 6ZL, Tel: 0870
609 2158 (UK Stockholders only)/[phone] (overseas Stockholders only).

Dated: 17 October 2006.


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