Notice of EGM

Pathfinder Properties PLC
24 December 2003


                                                                24 December 2003


           Pathfinder Properties PLC ('the Company' or 'Pathfinder')

        Letter to Pathfinder shareholders ('Shareholders') and Notice of
                         Extraordinary Meeting ('EGM')

The Board of Pathfinder announces that it is writing to shareholders in response
to the requisition by Sunnyview Limited ('Sunnyview') for yet another EGM to
remove the Board of Directors of the Company and to replace it with Sunnyview's
own nominees.

All the directors proposed by Sunnyview for the Board are the same individuals
who were proposed and rejected by shareholders only nine months ago.

The Directors of Pathfinder strongly recommend that shareholders should again
vote against the proposed Board changes. In particular, the Directors believe
that Sunnyview is making another attempt to gain control of the Company without
offering any additional value to shareholders and without putting forward any
information as to its strategy for the Company or as to how it would run it.

The Board finds it difficult to understand Sunnyview's actions which constantly
change between trying to take control of the Company and seeking to sell its
shareholding. Sunnyview's requisition was delivered within a few days of the
recent announcement that the Board is seeking new investors in the Group.

The Board has set out in its letter reasons why shareholders should vote against
the proposed changes to the Board of Directors including:

The proposed changes would not achieve best value for the shareholders.

  • The current Board is in the best position to deal with the assets and is
    already committed to achieving value for all shareholders. If Sunnyview's
    resolutions are passed, the Company will have the services of no director
    who understands the issues surrounding the developments.


  • Sunnyview has presented no strategy for the future of the Company.


  • If Sunnyview's idea remains to liquidate the Company, its directors have
    still not provided any indication of how this would be achieved, whether
    they could guarantee a satisfactory exit price or when it might occur.

The proposed changes would not protect shareholders' interests.

  • Sunnyview only needs to achieve a realisation of some 14.5p per share to
    make a short-term profit for itself.


  • Following the proposed changes, there would be no director on the Board
    who would be independent of Sunnyview.

The EGM of the Company will be held at 2.00pm on Thursday 22 January 2004 at the
offices of Masons, 30 Aylesbury Street, London EC1R 0ER.

Copies of the letter to shareholders will be available for one month from
today's date from the Company's head office at Capital House, Michael Road,
London SW6 2YH. The Directors of Pathfinder accept responsibility for the
information contained in this announcement, which has been issued by Pathfinder
Properties PLC, Capital House, Michael House, London SW6 2YH.

To the best of the knowledge and belief of such Directors (who have taken all
reasonable care to ensure that such is the case) the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information. This announcement has been
approved for the purposes of section 21 of the Financial Services and Markets
Act 2000 by Nabarro Wells & Co. Limited, which is regulated by the Financial
Services Authority.


Enquiries:

John Parry, Chairman
Pathfinder Properties PLC
Tel: [phone]

Robert Lo
Nabarro Wells & Co. Limited
Tel: [phone]

Jeremy Carey
Tavistock Communications
Tel: [phone]




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