Notice of EGM

Interregnum PLC
30 January 2006

Embargoed until 0700hrs  30 January 2006







                         Interregnum plc 'Interregnum'


                 Proposed Increase in Authorised Share Capital

                              Reduction of Capital

                    Notice of Extraordinary General Meeting



The Board of Interregnum is seeking approval from shareholders to increase
substantially the authorised share capital of the Company and to empower the
Directors to issue a large part of the authorised share capital at an EGM on
Tuesday, 21 February.  These moves will provide the Board with the flexibility
to increase the capital base of the company by issuing shares for cash and by
completing acquisitions which support its strategy.

Interregnum will continue to build on its base as a technology merchant bank by
expanding its principal finance and syndicated finance investment activities;
and by executing higher-value corporate finance transactions.

Commenting on these developments Chairman, Ken Olisa, said:

'Under the leadership of our newly appointed CEO, Niall Doran, Interregnum has
entered a new phase of growth.  Interregnum's recently announced restructuring
plan is designed to enhance both its near-term profitability; and investment and
deal-making processes.  The Board's intention is to grow shareholder value by
delivering the twin priorities of reducing costs and increasing the scale of the
Group.'



The Board is currently in discussions relating to a  potential acquisition that,
if successfully completed, would provide Interregnum with access to a pipeline
of prospective advisory and investment transactions.  The terms of the deal have
not yet been finalised, but the Board is optimistic that it will be able to
secure the signing of a conditional acquisition agreement in the near future.

The completion of the acquisition would be conditional upon obtaining
shareholder approval.

Four resolutions will be presented to the EGM. The first two items, which are
Ordinary Resolutions, will have the effect of increasing the authorised share
capital of the Company and of authorising the Board generally to allot
additional shares. The third item is a Special Resolution which will enable the
Company to allot shares for cash without requiring such shares to be first
offered to existing Interregnum shareholders.  Passing this resolution will put
Interregnum in a position to be able to raise new capital more expeditiously
than would otherwise be the case.

The Board hopes to be in a position to update shareholders prior to, or at, the
EGM on the fundraising proposals currently being pursued.


Reduction of Capital


The fourth and final item is also a Special Resolution and is concerned with
Dividend Policy.  The Company is prohibited from paying dividends or making
other distributions until it has retained earnings. The latest audited accounts
show the Company to have aggregate retained losses of £17,498,480 and until that
negative balance is eliminated it will be unable to pay a dividend.



The Board would hope that the implementation of the new strategy will bring
about a return to ongoing profitability, and believe that the Company should
take action to restructure the Company's balance sheet so as to enable it to
adopt a dividend policy in the future, if and when it is deemed to be
appropriate.



The latest audited accounts record the Company's share premium account balance
at £19,430,496.  The Board is proposing to eliminate the retained losses by a
reduction of capital involving a cancellation of the amount of £17,600,000 of
the Company's share premium account.  Effecting this change is subject both to
the passing of Resolution number 4 set out in the Notice  and to confirmation by
the High Court.



Recommendation and voting intentions

The Board considers that passing these resolutions will be in the best interests
of the Company and shareholders as a whole.  The Directors intend to vote in
favour  in respect of their own beneficial shareholdings amounting, in
aggregate, to 37,844,306 Ordinary Shares representing approximately 40.9 per
cent of the issued share capital of the Company.

Notice of EGM

The EGM of the Company will be held at 22-23 Old Burlington Street, London W1S
2JJ on Tuesday 21st February 2006 at 12 noon. Copies of the circular that has
been sent to shareholders are available to the public until 28 February 2006 at
the offices of Seymour Pierce at Bucklersbury House, 3 Queen Victoria Street,
London EC4N 8EL.







Ends







Enquiries:


Interregnum plc                                           020 7494 3080
Niall Doran (Chief Executive)

Madano Partnership (PR to Interregnum)                    020 7593 4000
Toby Wilkinson




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