Venteco PLC

Notice of AGM

Venteco PLC
23 May 2007


                                  Venteco plc
                        Notice of Annual General Meeting

Venteco plc ('Venteco' or the 'Company'), the UK-based investment company
specialising in non-toxic pest control, announces that the Company's Annual
General Meeting ('AGM') is to be held at the offices of Dechert LLP, 160 Queen
Victoria Street, London EC4V 4QQ at 2.00pm on 7 June 2007 to consider the
following resolutions:

As ordinary business:

1. To receive and adopt the Annual Report and Accounts for the year to 31
December 2006 together with the directors' report and auditors' report on those
accounts.

2. To re-appoint Baker Tilly UK Audit LLP as auditors of the Company to hold
office until the conclusion of the next general meeting at which the accounts
are laid before the Company and to authorise the directors to fix their
remuneration.

3. To re-elect Dr Peter Karl Cottee as a director of the Company.

4. To re-elect Kenneth Silvandersson as a director of the Company.

AND as special business, to consider and, if thought fit, to pass the following
resolutions, of which resolutions 5 and 6 will be proposed as ordinary
resolutions and resolution 7 as a special resolution:-

5. That:

(a) every 20 ordinary shares of 0.5p each in the capital of the Company which at
the close of business on 7 June 2007 (or such other time and date as the
directors of the Company may determine) (the 'Consolidation Record Time') are
shown in the books of the Company as authorised but unissued shall be
consolidated into one ordinary share in the capital of the Company with a
nominal value of 10 pence (a 'New Ordinary Share'), PROVIDED THAT where such
consolidation results in a fraction of an unissued New Ordinary Share such
fraction shall be cancelled pursuant to section 121(1)(e) of the Companies Act
1985 in order that the nominal value of the Company's authorised share capital
is a whole number;

(b) every 20 ordinary shares of 0.5p each in the capital of the Company which
are shown in the register of members at the Consolidation Record Time shall be
consolidated into one New Ordinary Share PROVIDED THAT where such consolidation
results in a member being entitled to a fraction of a New Ordinary Share, such
fraction shall, so far as possible, be aggregated with the other such fractions
into New Ordinary Shares (the 'Fractional Entitlement Shares') and the directors
of the Company be and are hereby authorised to sell (or appoint any other person
to sell), on behalf of the relevant members, all the Fractional Entitlement
Shares and any remaining fractions of New Ordinary Shares, at the best price
reasonably obtainable, and to distribute the proceeds of sale (net of expenses)
in due proportion among the relevant members entitled thereto (any fraction of a
penny which would otherwise be payable being rounded down to the nearest penny
if less than half a penny and rounded up if more than or equal to a half penny)
and that any director of the Company (or any person appointed by the directors
of the Company) be and is hereby authorised to execute an instrument of transfer
in respect of such shares on behalf of the relevant shareholders.

6. That the Directors be and they are hereby generally and unconditionally
authorised pursuant to section 80 of the Companies Act 1985 (the 'Act') to allot
relevant securities (within the meaning of section 80 of the Act) up to an
aggregate nominal amount of £634,617, for a period expiring (unless previously
renewed, varied or revoked by the Company in general meeting) at the conclusion
of the next following annual general meeting of the Company after the date on
which this resolution is passed and to make an offer or agreement which would or
might require relevant securities to be allotted after the expiry of this
authority and the directors may allot relevant securities pursuant to that offer
or agreement as if this authority had not expired. This authority shall be in
substitution for any other authority to allot relevant securities but shall be
without prejudice to the continuing authority of the directors to allot relevant
securities in pursuance of an offer or agreement made before the expiry of the
authority pursuant to which such offer or agreement was made.

7. That the Directors be empowered to allot for cash equity securities (as
defined for the purposes of Section 89 of the Act) pursuant to the general
authority conferred on them under section 80 of the Act as if section 89(1) of
the Act did not apply to the allotment but this power shall be limited to:

7.1. the allotment of equity securities, whether by way of rights issue, open
offer or otherwise, to holders of Ordinary shares and to holders of other
securities in the Company that by their terms are entitled to participate in
such rights issue, open offer or otherwise in such manner that the number of
equity securities allotted to them is in proportion (as nearly as may be) to
their respective holdings of such securities or in accordance with the rights
attached thereto. The Directors may deal as they see fit with fractional
entitlements, oversea shareholders and with the legal or practical problems or
requirements of any regulatory body or stock exchange, in any territory;

7.2. the allotment of equity securities pursuant to the terms of any share
scheme for employees approved by the Company in general meeting; and

7.3. (otherwise than pursuant to sub-paragraphs 7.1 and 7.2 above) to the
allotment or sale of equity securities up to an aggregate nominal amount of
£277,726, representing 15 per cent. of the Company's issued ordinary share
capital;

The power conferred by this resolution 7 shall be in substitution for all such
powers previously given but without prejudice to the continuing power of
directors to allot equity securities pursuant to an offer or agreement made by
the Company before the date this resolution is passed and unless previously
renewed, varied or revoked by the Company in general meeting shall expire at the
conclusion of the next following annual general meeting of the Company after the
date on which this resolution is passed save that the Company may before such
expiry make an offer or agreement which would or might require equity securities
to be allotted after such expiry and the Directors may allot equity securities
in pursuance of such offer or agreement as if the power conferred hereby had not
expired.

Set out below is the expected timetable for the consolidation:

Annual General Meeting                    7 June 2007
Record date for the consolidation         close of business 7 June 2007
Credit CREST accounts with new shares     8 June 2007
Despatch certificates for new shares      by 15 June 2007

The ISIN for the new Ordinary Shares of par value 10p each will be GB00B1XN5T66.

The Notice of AGM and Proxy form was posted to Shareholders on 12 May 2007.


Enquiries:

Venteco
Stefan Hansson, CEO                       +44 207 929 8989

Libertas Capital
Aamir Quraishi, Charles Goodfellow        +44 207 569 9650

Corfin Communications
Ben Hunt, Claire Perks                    +44 207 929 8989


About Venteco

Venteco is a UK-based holding company, listed on AIM, which specialises in
non-toxic pest control solutions. Its main operating business, CTS Technologies,
is a specialist in non-poisonous pest control which uses the patented Cryonite
technology to kill all life stages of insects in a poison-free and
environmentally friendly manner. The technology involves the use of carbon
dioxide gas which is sprayed as a snow produced by a special nozzle thereby
achieving rapid cooling. The premises do not need to be evacuated and production
of foodstuffs can continue during sanitations, thereby making the method
cost-effective as well as environmentally-friendly.

www.venteco.co.uk



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