Change in Chairmanship & Items of Special B...

LMS CAPITAL PLC

Change in Chairmanship and Items of Special Business

Change in Chairmanship

The Board of LMS Capital plc confirms that Jonathan Agnew has retired as
non-executive Chairman, and as a non-executive director, of LMS Capital plc
with effect from the conclusion of the Annual General Meeting held on 13 May
2010. Robert Rayne has been appointed as Chairman in his stead. Mr. Rayne will
continue to act in an executive capacity for a period of time to ensure that
there is a smooth transition to Glenn Payne, the new Chief Executive Officer of
the Company.

Items of Special Business

The following items of special business were passed at the LMS Capital plc
Annual General Meeting held on 13 May 2010:

Resolution 11 - allotment of shares

That subject to the passing of Resolution 10 above, the Directors be given
power subject to sections 570 (1) and 573 of the Companies Act 2006 (the "Act")
to:

(a) allot equity securities (as defined in Section 560 of the Act) of the
Company wholly for cash pursuant to the authority conferred by Resolution 10
above; and

(b) sell relevant securities (as defined in Section 560(1) of the Act) held by
the Company as treasury shares for cash, as if Section 561 of the Act did not
apply to any such allotment or sale, provided that this power shall be limited
to the allotment of equity securities for cash and the sale of treasury shares:

(i) in connection with or pursuant to an offer or invitation (but in the case
of the authority granted under Resolution 10(b), by way of a rights issue only)
in favour of (i) holders of ordinary shares in proportion (as nearly
practicable) to the respective number of ordinary shares held by them on the
record date for such allotment of sale and (ii) holders of any other class of
equity securities entitled to participate therein or if the directors consider
it necessary, as permitted by the right of those securities, but subject to
such exclusions or other arrangements as the directors may consider necessary
or appropriate to deal with fractional entitlements, treasury shares, record
dates or legal, regulatory or practical difficulties which may arise under the
laws of or the requirements of any regulatory body or stock exchange in any
territory or any other matter whatsoever; and

(ii) in the case of the authorisation granted under Resolutions 10(a) above (or
in the case of any sale of treasury shares), and otherwise than pursuant to
paragraph (i) of this Resolution, up to an aggregate nominal amount of £
1,363,204, and shall expire at the earlier of the date of the next annual
general meeting of the Company and 30 June 2011, save that the Company may
before such expiry make any offer or agreement that would or might require
equity securities to be allotted, or treasury shares to be sold, after such
expiry and the directors may allot equity securities or sell treasury shares in
pursuance of any such offer or agreement as if the power conferred hereby has
not expired.

Resolution 12 - market purchase of shares

That the Company be and is hereby generally and unconditionally authorised for
the purposes of Section 701 of the Companies Act 2006 (the "Act") to make
market purchases (within the meaning of Section 693(4) of the Act) of ordinary
shares of 10p ("ordinary shares") each in its capital provided that:

(a) the maximum aggregate number of ordinary shares which may be so purchased
is 40,868,878;

(b) the maximum price at which an ordinary share may be so purchased is an
amount equal to 105% of the average of the middle market quotations for an
ordinary share taken from the London Stock Exchange for the five business days
immediately preceding the day of purchase and the minimum price is 10p per
ordinary share; and

(c) this authority shall expire at the earlier of the conclusion of the
Company's annual general meeting to be held in 2011 and 30 June 2011, unless
renewed, varied or revoked by the Company in general meeting before such
expiry, save that the Company may, before such expiry, make contracts for
purchases of ordinary shares which would or might be completed wholly or partly
after such expiry and may make a purchase of ordinary shares in pursuance of
any such contract.

Resolution 13 - articles of association

That the articles of association of the Company be and are amended with effect
from conclusion of the Annual General Meeting by:

(a) deleting all the provisions of the Company's memorandum of association,
which by virtue of Section 28 of the Companies Act 2006, are to be treated as
provisions of the Company's articles of association; and

(b) making the proposed alterations marked on the print of the articles of
association produced to the Annual General Meeting as Exhibit `A' and signed by
the Chairman for the purposed of identification.

Resolution 14 - short notice for calling general meetings

To authorise the calling of general meetings of the Company (not being an
annual general meeting) by notice of at least 14 clear days.

Resolution 15 - waiver of Rule9 of the Takeover Code

That the waiver by The Panel on Takeovers and Mergers (the terms of which are
referred to in paragraph 3.10 of Part 1 of the circular to shareholders of the
Company dated 15 April 2010 (the "Circular")) of any requirement under Rule 9
of the City Code on Takeovers and Mergers for the Concert Party (as defined in
the Circular) (or any of them) to make a general offer to the shareholders of
the Company, as a result of any market purchases by the Company of shares
pursuant to the exercise by the Company of the authority granted to the Company
pursuant to Resolution 12 above, which could have the effect of increasing the
Concert Party's interest up to a maximum aggregate interest of 46.82% of the
issued voting share capital of the Company, be and is hereby approved.

Matthew Jones

Company Secretary

13 May 2010