Notice of EGM

Pathfinder Properties PLC
20 February 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 a wholly misleading letter sent to Shareholders by Sunnyview Limited 
('Sunnyview') who have requisitioned an EGM with the aim of replacing certain
Directors of Pathfinder.

The Board refutes the untrue, inaccurate and misleading allegations made by
Sunnyview and urges shareholders not to give Sunnyview their proxy and to vote
against the resolutions to be proposed at the EGM, using the Pathfinder proxy
form being sent to Shareholders.

The main reasons behind the Board's recommendation to Shareholders are as
follows:

  • Key points in Sunnyview's letter are untrue, inaccurate and misleading

  • Sunnyview's proposals are vague, inadequate and will not realise the
    Company's full potential for shareholders

  • Sunnyview is attempting to take control of the Company on the cheap

  • Sunnyview gives no details of how it would deliver value for Shareholders,
    does not give a timeframe for doing so, and does not attempt to explain why
    its proposals would be in the best interests of Shareholders.  The ultimate
    realisation of its aims could be years away

  • The proposed changes to the Board would not achieve best value for
    Shareholders.  In the last year the Board has made considerable strides in
    moving the business forward including obtaining planning consent on River
    Quay, Phase 2, Manchester for 191 apartments, the assembly of a 6.5 acre
    brownfield redevelopment site in Newark for £3.6 million and the sale of
    Merchant Village for £15.3 million cash to Selfridges PLC.


The background to the EGM requisition is that on 7 November 2002 Sunnyview made
an unsolicited, opportunistic and wholly inadequate tender offer at 12p per
share for up to 25% of the issued share capital of the Company and only received
acceptances of 8.84%.  Subsequently Sunnyview acquired further shares at prices
in excess of the original tender offer. Having failed to acquire shares on the
cheap, the current proposals are nothing more than an attempt to gain control of
the Company without offering any value, or even concrete proposals, to
Shareholders. Sunnyview only needs to achieve a realisation of some 12.75p per
share to make a short term profit for itself.

Notice is also given by the Board that an Extraordinary General Meeting of the
Company will be held at 2.00p.m. on Wednesday 19 March 2003 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 and from the Company's website at www.pathfinderplc.com.

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
Malcolm Bacchus,
Pathfinder Properties PLC
Tel: [phone]


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


Peter Trevelyan-Clark
Teather & Greenwood
Tel: [phone]


Jeremy Carey
Tavistock Communications
Tel: [phone]


                                                                    pat121md.prl


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