Requisition to convene EGM

Lupus Capital PLC
18 October 2002


18 October 2002


                               Lupus Capital plc


Receipt of requisition to convene an Extraordinary General Meeting from certain
                                  shareholders


The board of Lupus Capital plc (the 'Company' or the 'Group') received on 17
October 2002, without any prior notice or discussion, a requisition convening an
Extraordinary General Meeting of the Company from shareholders of the Company
representing approximately 13 per cent. of the issued share capital of the
Company.  The form of the requisitions and the statement accompanying each of
them are set out in the attached Appendices.  The board of the Company (the
'Board') intends unanimously and strenuously to oppose the proposed resolutions,
and rebut the underlying assumptions, and will make a further announcement in
due course.

In line with the Company's strategy, the Board is currently actively engaged in
discussions with a number of parties with a view to a sale of Gall Thomson
Environmental Limited ('Gall Thomson') at a price which would represent a
premium to the consolidated net asset value of the whole Group. Any such sale
would require the approval of shareholders at which time the Board would set out
its proposals with regard to the use of the sale proceeds.  In this context, it
is clearly not helpful, in terms of time, cost and process, to deal with the
requisitionists.

Further, the Board notes that the managers to be appointed by the
requisitionists intend to earn themselves incentive fees over the next two years
based on a level which they have calibrated to Lupus's current share price,
which is standing at a substantial discount to net asset value.  The bulk of the
incentive fees which they propose are not dependent on any value being realised
for shareholders.  The Board on the other hand is determined to create value
significantly more quickly judged against the book value of the Company's
assets, for the benefit of all shareholders.

The Board reiterates the statement made at the time of the announcement of the
interim results on 12 September 2002 that Gall Thomson's excellent performance
in the first half of 2002 has continued into the second half.  The outlook for
Gall Thomson both for the rest of the year, and for next year, is very
encouraging.


                                    - Ends -


Attached:


Appendix A: Notice to requisition Extraordinary General Meeting and special
notice of ordinary resolutions to be submitted to such meeting.

Appendix B: Text of letter from the requisitionists.


Contact Details:


Lupus Capital plc                                       Tel: [phone]
Charles Ryder, Chief Executive                          www.lupuscapital.com
James Orr, Finance Director

Merlin Financial                                        Tel: [phone]
Paul Downes/Tom Randell


APPENDIX A



For the attention of the Board of Directors
The Company Secretary
Lupus Capital plc
85 Buckingham Gate
London SW1 6PD

                                                                 15 October 2002


Dear Sirs



NOTICE TO REQUISITION EXTRAORDINARY GENERAL MEETING (' EGM ')

AND SPECIAL NOTICE OF ORDINARY RESOLUTIONS TO BE PASSED AT

SUCH MEETING.



Pursuant to Section 368 of the Companies Act 1985 we, the undersigned, being
members of Lupus Capital plc (the 'Company'), acting on behalf of our Customer,
Discovery Trust plc, holding 12,757,993 paid up ordinary GBP0.005 shares of the
Company as at the date of this requisition and carrying the right to vote at
general meetings of the Company, hereby require you forthwith to proceed to
convene an Extraordinary General Meeting of the Company the objects of which
shall be to consider and if thought fit pass the following ordinary resolutions
proposing changes to the composition of the Board of Directors of the Company
and of which special notice is given under section 303(2) of the Companies Act
1985:


1.         To remove Mr Charles Ryder as a director with immediate effect in
accordance with section 303 of the Companies Act 1985;

2.         Subject to and conditionally upon the passing of resolution 1, to
appoint Mr Konrad Patrick Legg, who has confirmed his willingness to act, as a
director with immediate effect;

3.         To remove Mr James Orr as a director with immediate effect in
accordance with section 303 of the Companies Act 1985;

4.         Subject to and conditionally upon the passing of resolution 3, to
appoint Mr Frederic Arthur Gregory Hoad, who has confirmed his willingness to
act, as a director with immediate effect;

5.         To remove Mr Peter Cawdron as a director with immediate effect in
accordance with section 303 of the Companies Act 1985;

6.         Subject to and conditionally upon the passing of resolution
5, to appoint Mr Roland Hillary Tate MA MSI (Dip), who has confirmed his
willingness to act, as a director with immediate effect;

7.         To remove Mr Peter So as a director with immediate effect in
accordance with section 303 of the Companies Act 1985.


We also require you to circulate with the notice of the meeting which is the
subject of this requisition the attached statement to shareholders and have
arranged for there to be deposited a cheque for £150.00 made payable to Lupus
Capital plc to meet the Company's expenses in circulating such statement.

There are attached to this requisition notices to the Company from Messrs Legg,
Hoad and Tate confirming their willingness to be appointed as directors of the
Company. The particulars relating to the proposed directors which would, if they
were appointed, be required to be included in the Company's register of
directors are as follows:


Full Name: Mr Konrad Patrick Legg


Usual Residential Address:         Tudeley Hall
                                   Tudeley
                                   Tonbridge
                                   Kent TH11 OPQ
Nationality: British

Business Occupation: Director

Date of Birth: 1/4/44


Other UK directorships currently held:  Cafe d'Or Limited
                                        Capital Coffee Limited
                                        CK Coffee Limited
                                        Coburg Coffee Company Limited
                                        Coburg Group plc
                                        Coburg Tea & Coffee Limited
                                        The Continental Fig Company Limited
                                        The Eastern Tea & Coffee Limited
                                        The Eastern Tea & Coffee Company Limited
                                        Investeco Overseas Holdings Limited
                                        Isis Research plc
                                        Jubilee Coffee Roasting Company Limit
                                        KPL Investments Limited
                                        Langdons (Coffee & Tea) Limited
                                        Lendu Holdings PLC
                                        Rowe Evans Investments PLC
                                        Thomas Seager Limited
                                        Seagers Properties Limited
                                        Tanzania Investments Limited
                                        Tudeley Estates Limited (Tanzania)
                                        Tudeley Holdings Limited
                                        Tudeley Plantations Limited
                                        Willington plc


Other directorships held in the last five years:      Citifilter Limited
                                                      Ralli Plantations Limited




Full Name: Mr Frederic Arthur Gregory Hoad

Usual Residential Address:         Otford
                                   Nower Road
                                   Dorking
                                   Surrey RH4 3BL


Nationality: British

Business Occupation: Director

Date of Birth: 29/8/39


Other UK directorships currently held:  Coal Developments (Queensland) Ltd
                                        Commercial Union Capital Ltd
                                        Commercial Union Equipment Finance Ltd
                                        Commercial Union Leasing Limited
                                        Cube Airfinance Ltd
                                        Giffard Newton & Sons Ltd.
                                        Head & Co (Consultants) Limited
                                        Dorking Lawn Tennis and Squash Club Ltd


Other directorships held in the last five years:  Argus Fire & Security
                                                  Group plc
                                                  Argus Group plc
                                                  Argus Alarms Limited
                                                  Argus Fire Systems Limited
                                                  Argus House Limited
                                                  Collmain plc
                                                  Collmain Customer Installations Ltd
                                                  Collmain Services Limited
                                                  Commercial Union (BES) Investment Management Ltd
                                                  Jonhoad Ltd
                                                  Mercock Ltd
                                                  Rosco Clothing Limited
                                                  Samaritan Integrated Systems Ltd
                                                  Samaritan Security Systems Ltd     
                                                  Spearhead Ltd (in receivership)


Full Name: Mr Roland Hillary Tate

Usual Residential Address:         93 Village Court
                                   Whiteley Bay
                                   Tyne & Wear NE26 3QB


Nationality: British

Business Occupation: Corporate Financier


Date of Birth: 25/3/57

Other UK directorships currently held: Nil

Other directorships held in the last five years: Cloth Market Partners Ltd



Yours faithfully


APPENDIX B


Dear Shareholder

You will receive with this statement a notice convening an Extraordinary General
Meeting of Lupus Capital plc ('Lupus' or the 'Company'). This Extraordinary
General Meeting has been requisitioned by the below named shareholder of Lupus
who together with others (see attached) holds not less than one tenth of the
Company's issued share capital.

Since the Company issued 95,150,150 Ordinary Shares to purchase Gall Thomson
Environmental plc, now Gall Thomson Limited ('Gall Thomson'), in December 1999
at a share price of 12p per share, the Company's share price has fallen by 58.3%
to 5p. The shares now trade on a discount of 41.7% to the latest reported net
asset value at 30th June 2002.

For a company with a market capital of £8.5m at 5p per share, the central costs
of £1.4 million per annum are excessive. The Company employs five full-time
executives and one part-time executive with support staff to manage five
disclosable investments and we believe that this is totally unsustainable in
current markets. In addition, the basis for rewarding the executive directors
whereby they receive bonuses on the profitable realisation of individual
investments, but do not suffer a set-off where losses are incurred, clearly
represents a failure to align their interests with those of the shareholders as
a whole.

We believe that the purpose for which the Company was set up is now irrelevant,
that the Company has significantly under-performed, and that it is now apposite
that the Company's strategy was changed and that cash and value are returned to
shareholders. To achieve this, we believe it is essential that there is a number
of changes made to the composition of the Board and summarise our nominees as
follows:

Konrad Legg, aged 58. If appointed it is intended that he would be non-executive
Chairman of the Board. He is currently non-executive director of various listed
companies including Rowe Evans Investments PLC and Willington PLC, and has spent
the majority of his career building up Plantation & General Investments PLC, a
tropical agriculture company, which he left in 1997. He has experience of
dealing with the requirements of listed companies and with smaller industrial
and trading companies (both as director and part owner).

Roland Tate, aged 45. If appointed it is intended he would be a non-executive
director. After a period working in the oil and gas sector, he spent eight years
as an executive and director at three private equity investment organisations
and was appointed a non-executive director of several venture capital backed
businesses. In 1997 he became a corporate financier, working at
PriceWaterhouseCoopers and subsequently KPMG as a Corporate Finance Director,
where he gained considerable experience in mergers and acquisitions. He has just
been appointed Director of Corporate Finance at RMT, a regional independent firm
of business advisors based in Newcastle.

Fred Hoad, aged 63. If appointed it is intended he would be a non-executive
director. He is currently a non-executive of a number of private companies and
Aviva plc subsidiaries. Before his retirement in 1996, he spent 28 years at
Commercial Union where, amongst a number of senior positions, he was Head of
Corporate Finance, Head of Overseas Division Finance and Head of Private Equity
Investment.

If the proposed changes to the Board are approved, the new directors will
constitute a majority of the Board. They intend to appoint Progressive Value
Management Limited ('PVML') to implement the revised strategy within a maximum
period of two years. PVML is an investment management company which specialises
in providing investment work-out services for investors. It is the manager of
Advance Value Realisation Company Limited (one of the requisitionists). The new
directors intend to appoint PVML's sister company, Cavendish Administration
Limited ('Cavendish') as Company Secretary and Administrator with responsibility
for the Company's administration and accountancy functions. The terms of the
appointments of PVML and Cavendish are designed to reduce dramatically the
Company's fixed overheads and to provide incentives for early and effective
realisation of the Company's investments. Specifically PVML will receive a basic
fee of £260,000 per annum for the first fifteen months with three months' notice
thereafter, a realisation fee of 1% of any cash returned to shareholders within
the first twelve calendar months and 10% of all monies returned to shareholders
(and/or value retained within Lupus at contract termination) in excess of 5
pence per share. Cavendish will receive a fee of £35,000 per annum and 0.05% of
the cash returned to shareholders and have the same contract termination
arrangements as PVML. Where applicable, VAT will be added to the fees payable to
PVML and Cavendish. Depending on the extent to which VAT is recoverable and
assuming that there will be no abnormal costs in terminating the Company's
current lease of premises, it is hoped that the new strategy and the proposed
arrangements for achieving it will enable the Company's central costs to be
reduced by over £1 million per annum.

The current executive directors have failed to achieve the realisation of Gall
Thomson and the Chief Executive has stated that, even if such a realisation were
achieved, it would not be his intention to return the proceeds to shareholders.
We therefore urge you to vote in favour of the ordinary resolutions effecting
the necessary management changes at the requisitioned Extraordinary General
Meeting as we intend to do in respect of the 22,285,606 Ordinary Shares held by
us and the attached (representing 13.1% of the total equity). We believe that
approval of these resolutions will enhance both value and liquidity for all
holders of the Company's Ordinary Shares.
Yours faithfully


Details of shareholders of Lupus referred to in letter dated 15 October 2002

Shareholder                                                 No. of Ordinary Shares

Discovery Trust                                                         12,757,993
ADVARC                                                                   2,161,480
Undervalued Assets Trust                                                 7,366,133
Total                                                                   22,285,606



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