Notice of EGM

Infoserve Group PLC
08 May 2007



Infoserve Group plc ('Infoserve' or the 'Company')


Notice of extraordinary general meeting and proposed placing of ordinary shares


Introduction

The Board of Infoserve announces its intention to raise approximately £1.5
million, net of expenses (approximately £1.6 million gross), by way of a placing
of ordinary shares of 5 pence each in the capital of the Company ('Ordinary
Shares'). The proposed placing ('Placing') is conditional, inter alia, upon the
approval of holders of Ordinary Shares ('Shareholders') for the directors of the
Company ('Directors') to be able to allot the requisite number of shares in
connection with the Placing and to allot such shares free from statutory
pre-emption rights. Marketing to potential investors will take place after
Shareholder approval has been granted.

A circular convening an extraordinary general meeting (the 'EGM') to consider
and, if thought fit, pass the shareholder resolutions required, has been posted
to Shareholders today.


Background to and reasons for the proposed placing

Infoserve specialises in providing online marketing services to SMEs in the UK.
It helps businesses, even those without their own websites, to secure a high
ranking on local internet searches without the need for substantial marketing
expenditure.  The Company's shares were admitted to trading on AIM in June 2006.

In March 2007, Infoserve announced the signing of two major new contracts, one
with Yahoo! and the other with Football League Interactive.  The contract with
Yahoo! is an exclusive three year agreement, commencing on 20 May 2007.
Infoserve will become the official Yahoo! Local advertising sales partner for
the UK and will sell featured listings to local businesses on a fixed price and
fixed term basis.  These listings will appear as sponsored links on Yahoo! Local
search results pages and will enable businesses to advertise themselves
according to the geographic area in which they operate.  Advertising revenues
will be split between Infoserve and Yahoo!.

The new three year contract with Football League Interactive allows Infoserve to
provide a local business finder on the websites of Football League Interactive's
78 affiliated football clubs, subject to the consent of each club. Currently, 43
of the clubs have agreed to the inclusion of the business finder on their
websites. Infoserve sells featured listings to local businesses that can be
accessed through the local business finders.

The Directors believe that these new contracts, in particular the one with
Yahoo!, represent a step change for the Company and that additional funds are
required to capitalise on the opportunities that they provide.  The net proceeds
of the Placing will be used to recruit and train additional sales executives,
and for the necessary supporting infrastructure, so that the Company can target
a greater number of customers.


Extraordinary general meeting

The EGM will be held at South Side Aviation, Leeds Bradford International
Airport, Leeds LS19 7UG at 11.00 am on 1 June 2007.  Two resolutions will be
proposed at the EGM; the first to grant the Directors the authority to allot the
Ordinary Shares pursuant to the Placing and the second to disapply the statutory
pre-emption rights in relation to such allotment. The first resolution is an
ordinary resolution requiring the approval of a simple majority of Shareholders
voting at the EGM, whether in person or by proxy.  The second resolution is a
special resolution requiring the approval of a minimum of 75 per cent. of
Shareholders voting at the EGM, whether in person or by proxy.  The authorities
being sought at the EGM will be in addition to the existing authorities in place
as at the date of this announcement.
                    
 The Directors believe that raising new funds by way of the Placing is the most
appropriate method of funding the expansion of the Company at the present time.
It should be noted that, other than for the purposes as set out above and
pursuant to any outstanding options granted by the Company, the Directors have
no present intention to issue further Ordinary Shares.


Recommendation

The Board considers the Placing to be in the best interests of the Company and
Shareholders as a whole. Accordingly, the Board unanimously recommends that
Shareholders vote in favour of the resolutions to be proposed at the EGM, as
they intend to do in respect of their own beneficial holdings of 12,627,023
Ordinary Shares, representing 86.3 per cent. of the Company's existing issued
Ordinary Share capital.


The expected timetable is as follows:

Latest time and date for receipt of forms of proxy       11.00 am on 30 May 2007
EGM                                                      11.00 am on 1 June 2007


For further information please contact:

Infoserve Group plc
Steve Barnes, Chief Executive                        Tel: [phone]

WH Ireland Limited
Richard Lindley                                      Tel: [phone]


WH Ireland, which is authorised and regulated by the Financial Services
Authority, is acting for Infoserve Group plc and no one else in connection with
the proposed placing and will not be responsible to any person other than the
Company for providing the protections afforded to its clients or for providing
advice in relation to the proposed placing.  No liability is accepted by WH
Ireland for the accuracy of any information contained in this announcement.

This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to purchase or subscribe for any
securities.  This announcement provides you with information about the proposed
placing but does not invite you to participate therein.



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