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Interactive Publish (INTP)

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Wednesday 24 February, 2010

Interactive Publish

Notice of AGM



24 February 2010

                                        INTERACTIVE PUBLISHING PLC
                                              (the "Company")
              (Registered and incorporated in England and Wales with company number 06388765)

                                     NOTICE OF ANNUAL GENERAL MEETING

NOTICE  IS  HEREBY  GIVEN  that an Annual General Meeting of the Company will be held  at  the  offices  of
Beachcroft  LLP,  100  Fetter  Lane, London EC4A 1BN on Thursday 18th March 2010  at  10.30  a.m.  for  the
following purpose:

Ordinary Business

To  consider  and,  if  thought  fit,  pass Resolutions 1, 2 and 3, which  will  be  proposed  as  Ordinary
Resolutions:

1.      To  receive  and  adopt the Company's annual accounts for the financial year  ended  30  June  2009
        together with the last directors' report and the auditors' report on those accounts.
2.      To re-appoint Vincent Nicholls as a director of the Company who retires by rotation.

3.      To  re-appoint Kingston Smith LLP as auditors to hold office from the conclusion of the meeting  to
        the conclusion of the next meeting at which the accounts are laid before the Company at a remuneration to
        be determined by the directors.

Special Business

To  consider and, if thought fit, pass Resolution 4, which will be proposed as an Ordinary Resolution,  and
Resolution 5 will be proposed as a Special Resolution:

4.      That,  in  accordance with section 551 of the Companies Act 2006 (the "2006 Act") the Directors  of
        the Company be and are generally and unconditionally authorised to allot Relevant Securities (as defined in
        the notes to this resolution):

        4.1     up to a maximum nominal amount of £70,000 (allotted in pursuance of warrants granted prior to the
                date hereof but for no other purpose);
        4.2     up to a maximum nominal amount of £66,670 (allotted in pursuance of the exercise of convertible
                loan notes issued prior to the date hereof but for no other purpose);

        4.3     up to a maximum nominal amount of £41,670 (allotted in pursuance of the settlement of deferred
                consideration payable by the Company under the terms of a sale and purchase in respect of  
                the acquisition of Scissorhands Media Limited but for no other purpose);

        4.4     up to an aggregate nominal amount of £145,900 (in addition to the authority conferred in sub-
                paragraphs 4.1 and 4.3 above) representing approximately one third of the Company's current 
                issued share capital,

        provided that these authorities, unless duly renewed, varied or revoked by the Company, will expire
        on  the  date being fifteen months from the date of the passing of this resolution or, if  earlier,
        the  conclusion of the next annual general meeting of the Company to be held after the  passing  of
        this  resolution,  save that the Company may, before such expiry, make offers or  agreements  which
        would or might require Relevant Securities to be allotted after such expiry and, the Directors  may
        allot  Relevant  Securities  in pursuance of such an offer or agreement  notwithstanding  that  the
        authority conferred by this resolution has expired.
        This resolution revokes and replaces all unexercised powers previously granted to the Directors  to
        allot  relevant securities under section 80 of the Companies Act 1985 but without prejudice to  any
        allotment of shares or grant of rights already made, offered or agreed to be made pursuant to  such
        authorities.

5.      THAT,  subject  to the passing of Resolution 4, the Directors be given the general power  to  allot
        equity securities (as defined by section 560 of the 2006 Act) for cash, pursuant to the authority conferred
        by Resolution 4, as if section 561(1) of the 2006 Act did not apply to any such allotment, provided that
        this power shall be limited to:

        5.1     the allotment of equity securities in connection with an offer by way of a rights issue:

                5.1.1   to the holders of ordinary shares in proportion (as nearly as may be practicable) to their
                        respective holdings; and
                5.1.2   to holders of other equity securities as required by the rights of those securities or as the
                        Directors otherwise consider necessary,

                but subject to such exclusions or other arrangements as the Directors may deem necessary or
                expedient  in relation to treasury shares, factional entitlements, record dates,  legal  or
                practical  problems  in  or  under the laws of any territory or  the  requirements  of  any
                applicable regulatory body or stock exchange;

        5.2     the allotment (otherwise than pursuant to sub-paragraph 5.1 above) of equity securities on the
                exercise of outstanding warrants granted by the Company prior to the date hereof;

        5.3     the allotment (otherwise than pursuant to sub-paragraphs 5.1 and 5.2 above) of equity securities on
                the exercise of outstanding convertible loan notes issued by the Company prior to the date hereof;

        5.4     the allotment (otherwise than pursuant to sub-paragraphs 5.1 and 5.3 above) of equity securities in
                settlement of deferred consideration payable by the Company under the terms of a sale and purchase in
                respect of the acquisition of Scissorhands Media Limited;

        5.5     the allotment (otherwise than pursuant to sub-paragraphs 5.1 to 5.4 above) of equity securities up
                to an aggregate nominal amount of £145,900 representing approximately one third of the Company's current
                issued share capital;

        provided  that  the power granted by this resolution will expire on the date being  fifteen  months
        from  the date of the passing of this resolution or, if earlier, the conclusion of the next  annual
        general  meeting  of the Company to be held after the passing of this resolution  (unless  renewed,
        varied or revoked by the Company prior to or on such date), save that the Company may, before  such
        expiry,  make  offers or agreements which would or might require equity securities to  be  allotted
        after  such expiry and, the Directors may allot equity securities in pursuance of such an offer  or
        agreement notwithstanding that the authority conferred by this resolution has expired.

        This resolution revokes and replaces all unexercised powers previously granted to the Directors  to
        allot  equity  securities as if section 89(1) of the Companies Act 1985 did not apply  but  without
        prejudice to any allotment of equity securities already made or agreed to be made pursuant to  such
        authorities.

BY ORDER OF THE BOARD                                                                    Registered Office:
Adam Ward                                                                                    207 Old Street
Company Secretary                                                                                    London
                                                                                                   EC1V 9NR

24th February 2010
Explanatory Notes:

Entitlement to attend and vote

1.      Pursuant  to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies
        that only those members registered on the Company's register of members at:

        *       6 p.m. on Tuesday 16th March 2010; or,

        *       if this Meeting is adjourned, at 6 p.m. on the day two days prior to the adjourned meeting,

        shall be entitled to attend and vote at the Meeting.

Appointment of proxies

2.      If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint
        a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have
        received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set
        out in these notes and the notes to the proxy form.
3.      A  proxy does not need to be a member of the Company but must attend the Meeting to represent  you.
        Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form
        are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting
        you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to
        them.
4.      You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to
different shares. You may not appoint more than one proxy to exercise rights attached to more than one
share. To appoint more than one proxy please refer to the notes on the Form of Proxy.

Appointment of proxy using hard copy proxy form

5.      The  notes  to  the proxy form explain how to direct your proxy how to vote on each  resolution  or
        withhold their vote.  To appoint a proxy using the proxy form, the form must be:

        *       completed and signed;
        *       sent or delivered to Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3
                4TU; and
        *       received by Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU no
                later than 10.30 a.m. on Tuesday 16th March 2010.

        In  the case of a member which is a company, the proxy form must be executed under its common  seal
        or signed on its behalf by an officer of the company or an attorney for the company.

        Any  power  of  attorney or any other authority under which the proxy form is  signed  (or  a  duly
        certified copy of such power or authority) must be included with the proxy form.

Appointment of proxy by joint members

6.      In the case of joint holders, where more than one of the joint holders purports to appoint a proxy,
        only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the
        order in which the names of the joint holders appear in the Company's register of members in respect of the
        joint holding (the first-named being the most senior).

Changing proxy instructions

7.      To  change your proxy instructions simply submit a new proxy appointment using the methods set  out
        above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to
        amended instructions; any amended proxy appointment received after the relevant cut-off time will be
        disregarded.

        Where  you  have  appointed a proxy using the hard-copy proxy form and would  like  to  change  the
        instructions  using  another  hard-copy proxy form, please  contact  Capita  Registrars,  PXS,  The
        Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.

        If  you  submit  more than one valid proxy appointment, the appointment received  last  before  the
        latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

8.      In  order  to  revoke a proxy instruction you will need to inform the Company using  the  following
        method:

        By  sending  a  signed  hard  copy  notice clearly stating your  intention  to  revoke  your  proxy
        appointment to Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent,  BR3  4TU.
        In the case of a member which is a company, the revocation notice must be executed under its common
        seal or signed on its behalf by an officer of the company or an attorney for the company. Any power
        of attorney or any other authority under which the revocation notice is signed (or a duly certified
        copy of such power or authority) must be included with the revocation notice.

        The  revocation notice must be received by Capita Registrars, PXS, The Registry, 34 Beckenham Road,
        Beckenham, Kent, BR3 4TU no later than 10.30 a.m. on Tuesday 16th March 2010.

        If  you  attempt  to revoke your proxy appointment but the revocation is received  after  the  time
        specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

        Appointment  of a proxy does not preclude you from attending the Meeting and voting in  person.  If
        you  have  appointed  a  proxy  and  attend the Meeting in  person,  your  proxy  appointment  will
        automatically be terminated.

Documents on display

9.      The following documents will be available for inspection at the registered office of the Company on
        any weekday (excluding public holidays) during normal office hours from the date of this Notice until the
        time of the Meeting and for at least 15 minutes prior to the Meeting and during the Meeting:

        *       Copies of the service contracts of executive directors of the Company.
        *       Copies of the letters of appointment of the non-executive directors of the Company.

Definition of Relevant Securities

Shares in the Company other than shares allotted pursuant to:

    *       an employee share scheme (as defined by section 1166 of the Companies Act 2006);
    *       a right to subscribe for shares in the Company where the grant of the right itself constituted a
            Relevant Security; or
    *       a  right to convert securities into shares in the Company where the grant of the right  itself
            constituted a Relevant Security.

Any  right  to  subscribe  for  or convert any security into shares in the Company  other  than  rights  to
subscribe for or convert any security into shares allotted pursuant to an employee share scheme (as defined
by  section  1166  of the Companies Act 2006).  References to the allotment of Relevant Securities  in  the
resolution include the grant of such rights.

The Directors of Interactive Publishing Plc accept responsibility for the contents of this announcement.

CONTACT DETAILS:

Interactive Publishing plc
Justin Sanders Tel: 020 7608 6300

Fisher Corporate Plc - PLUS Corporate Adviser
Carolyn Hazard Tel: 020 7388 7000

Notes to editors:

Interactive Publishing plc floated on the PLUS market on 20 February 2008 for the purpose of making investments in the publishing and marketing services sectors and with the objective of producing long-term capital growth. Since its Introduction the directors of the Company have been aggressively expanding the Company's portfolio through the acquisition of magazine titles primarily in the consumer lifestyle sector.

Interactive Publishing Plc								

						                                                                                                                                                                                                                          

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