NOTICE OF ANNUAL GENERAL MEETING 20 April 2017

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser.

If you have sold or otherwise transferred all of your shares in The Marketing Group Plc, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

THE MARKETING GROUP PLC

(incorporated and registered in England and Wales under number 09604581)

NOTICE OF ANNUAL GENERAL MEETING

20 April 2017

Notice of the Annual General Meeting of the Company to be held at the registered office of The Marketing Group Plc at Lewis Silkin LLP, 5 Chancery Lane, Clifford’s Inn, London EC4A 1BL on 20 April 2017 commencing at 12.00 am UK time is set out at the end of this document.

Whether or not you propose to attend the Annual General Meeting, please complete and submit a proxy form in accordance with the instructions printed on the enclosed form.  The proxy form must be received by no later than 12.00 am UK time on 18 April 2017.

PART 1

The Marketing Group Plc

Notice of Annual General Meeting

Notice is hereby given that the 2017 Annual General Meeting of The Marketing Group Plc (“TMG” or the ‘Company’) will be held at the Lewis Silkin LLP, 5 Chancery Lane, Clifford’s Inn, London EC4A 1BL on 20 April 2017 at 12.00 am UK time to consider and, if thought fit, pass the resolutions below.  Resolutions 1 to 8 (inclusive) are proposed as ordinary resolutions and resolutions 9 is proposed as special resolutions.

Ordinary Business

1.          To receive the Company’s Annual Report and Accounts for the financial year ended 31 December 2016, which include the Directors’ report, the Strategic report, Directors Remuneration report and the Auditors’ report.

2.         To re-appoint TGS Taylorcocks as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the  Company at which the Annual Report and Accounts are laid.

3.         To authorize the Board to determine the remuneration of the auditors.

4.         To elect Don H Elgie as a Director of the Company who, having been appointed as a Director by the Board since the last Annual General Meeting, would in accordance with the Company’s Articles of Association vacate office at the conclusion of this meeting unless re-elected by the shareholders.

5.         To elect Adam J Graham as a Director of the Company who, having been appointed as a Director by the Board since the last Annual General Meeting, would in accordance with the Company’s Articles of Association vacate office at the conclusion of this meeting unless re-elected by the shareholders.

6.         To elect Mike E McElhatton as a Director of the Company who, having been appointed as a Director by the Board since the last Annual General Meeting, would in accordance with the Company’s Articles of Association vacate office at the conclusion of this meeting unless re-elected by the shareholders.

7.         To elect Martin Blair as a Director of the Company who, having been appointed as a Director by the Board since the last Annual General Meeting, would in accordance with the Company’s Articles of Association vacate office at the conclusion of this meeting unless re-elected by the shareholders.

8.         To elect Glendon J Fraser as a Director of the Company who, having been appointed as a Director by the Board since the last Annual General Meeting, would in accordance with the Company’s Articles of Association vacate office at the conclusion of this meeting unless re-elected by the shareholders.

Special business

9.         THAT the Board be authorised to allot equity securities as defined in section 560 of the Companies Act 2006, as if section 561(1) of the Act did not apply to any such allotment, for the period expiring 15 months after the date of passing of this resolution or, if earlier, at the next annual general meeting of the Company held after the passing of this resolution.

            This power shall be limited to the allotment or allotments of equity securities made in respect of any of the following circumstances;

            9.1        in connection with or the subject of an offer or invitation, open for acceptance for a period fixed by the directors, by way of rights or open offer to holders of ordinary shares and such other equity securities of the Company as the directors may determine on the register on a fixed record date in proportion (as nearly as may be) to their respective holdings of such securities or in accordance with the rights attached thereto (including equity securities which, in connection with such offer or invitation, are the subject of such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise or with legal or practical problems under the laws of or the requirements of any recognized regulatory body or any stock exchange in any territory or otherwise howsoever), or

            9.2      otherwise than pursuant to sub-paragraph 10.1 above in respect of equity securities up to an aggregate nominal value of €250,000.00

            Except 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 notwithstanding such expiry, the directors may allot equity securities in pursuance of such offers or agreements as if the power had not expired.

By order of the Board

Joanna Woolnough

Company Secretary

29 March 2017

Registered Office:

Enterprise House

Ocean Village

Southampton

SO14 3XB

Registered in England and Wales No. 09604581

Notes to the notice of meetings:

Recommendation

The Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole.  The Directors will be voting in favour of the proposed resolutions in respect of their own beneficial shareholdings and unanimously recommend that you do so as well.

Inspection of documents

The following documents will be available for inspection through the Company Secretary at the registered office of the Company in Southampton during usual business hours on any weekday (excluding any public holidays) from the date of this Notice until the date of the AGM and at the place and on the date of the AGM from at least 15 minutes before the AGM begins until the conclusion of the AGM.

• Copies of the Executive Directors’ service contracts; and
• Copies of letters of appointment of the Non-Executive Directors.

Information available on website

A copy of this Notice, and other information required by section 311A of the UK Companies Act 2006, can be found on the company’s website. (www.marketinggroupplc.com)

Issued Share Capital

As a 29 March 2016 (being the last business day prior to the publication of this notice) the Company’s issued share capital consisted of 31,498,398 ordinary shares of 0.005 euros each, carrying one vote each.  The company holds no ordinary shares in treasury.  Therefore, the total voting rights in the Company as at 29 March 2016 were 31,498,398.

Raising Questions at AGM

Any shareholder attending the meeting has the right to ask questions.  The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if;

(a)       to do so would interfere unduly with the preparation for the meeting or involve the   disclosure of confidential information,

(b)       the answer has already been given on a website in the form of an answer to a          question, or

(c)       it is undesirable in the interests of the Company or the good order of the meeting    that the question be answered.

Contacting The Marketing Group Plc

Shareholders may not use any electronic addresses provided in either this notice of meeting or any related documents to communicate with the Company for any purposes other than those expressly stated.

PART 11

Explanatory notes to the Notice of Annual General Meeting (AGM)

Resolution 1 to 8 (inclusive) are proposed as ordinary resolutions.  This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.  Resolution 9 is proposed as special resolutions.  This means that for this resolution to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1 (Annual Report and Accounts)

The Directors of the Company must present to the meeting the audited Annual Report and Accounts, the Directors’ report, the Strategic report, Directors Remuneration report and the Auditors’ report for the financial year ended 31 December 2016.  The Strategic report sets out a review of the Company’s business by addressing key issues such as our business model; strategy; and principal risks and uncertainties facing the business.

Resolution 2 and 3 (Appointment and Remuneration of Auditors)

The Company must appoint auditors at each general meeting at which accounts are presented to shareholders to hold office until the conclusion of the next such meeting.  Resolution 3 seeks shareholder approval to re-appoint TGS Taylorcocks as the Company’s auditors.  In accordance with normal practice, Resolution 4 seeks authority for the Directors to determine the auditors’ remuneration.

Resolution 4 - 8 (Re-election of Directors)

All Directors will retire and stand for re-appointment at the meeting in accordance with the UK Corporate Governance Code, rather than on a three year rotating basis, with the exception of Jeremy J Harbour, Callum A M Laing, Toby D Street, Hannah K Middleton and Yen T Yang who stood down in February 17.  Conrad Swailes, Prakash Somosundram, Charles Bartholomew, Mats Lundkvist and James Downton are not standing for re-appointment.

Biographies of all of the Directors are set out below.  The Board is satisfied that each of the Directors standing for election or re-election continues to perform effectively and demonstrates commitment to their respective role.

Don H Elgie was appointed as Non-Executive Chairman on 1 March 17.  He has a wealth of experience in public companies and over 30 years’ experience in the marketing industry.  He was CEO of Creston Plc, an international digital marketing and communications group from 2001 – 2014, during which he completed a number of successful international acquisitions.  Don is currently Non-Executive Chairman of Crossrider Plc, the international media and app distribution company.

Adam J Graham was appointed as CEO and Executive Director on 2 November 2016.  He has over 15 years’ experience leading and growing innovative digital marketing and advertising agencies.  Adam served as CEO of Weapon7, a digital communications agency within Omnicom’s BBDO.  Prior to that he co-founded and served as Managing Director of Saint, the digital arm of WPP’s Rainey Kelly Campbell Roalfe/Y&R, which won Revolution’s and NMA’s creative agency of the year Awards in 2011.  Earlier in his career Adam founded the e-marketing agency 3w Media in the UK and was among the pioneers of internet radio, with the founding of iChoose Radio in 1998.

Adam joined the Marketing Group from Cact.us, a leading UK-based agency growth consultancy, where he was Managing Consultant.  He is also Chair of the British Interactive Media Association and has previously been a council member of the British Advertising Association and the Institute for Practitioners of Advertising.

Mike E McElhatton was appointed as Executive Director and CFO on 1 March 17.  He has more than 25 years’ experience in the marketing sector and has a successful track record executing acquisitions for public and private companies.  He is currently the Non-Executive Director of Nile HQ Ltd and DBI Network, and has previously held senior roles at WPP, Splendid Unlimited, Publicis Media and Havas Media UK.

Martin Blair was appointed as Non-executive Director and Chairman of Audit on 28 March 17.  He is a high-accomplished veteran in the field of Finance, who has accumulated more than three decades’ experience in dynamic fast growing organisations across media, technology and life sciences industries.  Martin has significant expertise in global corporate transactions for public market listings, acquisitions, joint ventures and disposals as well as strategic restructuring and integration projects.  Over the years, he has also accrued a proven track record of managing post-acquisition integration alongside implementation of global IT systems and financial controls.

Glen Fraser was appointed as Non-Executive Director on 28 March 2017.  Currently the Principal and Owner of Third Eye, a Sydney-based brand strategy consultancy, and has over 30 years’ experience at some of the world’s largest marketing and advertising firms, including Ogilvy & Mather, Saatchi & Saatchi, Havas Group, Young & Rubicam Group and J Walter Thompson.  While occupying senior and leadership roles across various firms and agency set-ups, he has had proven successes and demonstrable experience in growing businesses and revenues, leading and retaining teams as well as ensuring successful execution of creative marketing campaigns across multiple geographies.

Resolution 9 (Statutory Pre-emption Rights)

By law, when new shares are allotted, they must first be offered to existing shareholders pro rata to their holdings.  This special resolution gives the Directors authority, for a period of 15 months from the passing of this resolution or, if earlier, the date of the next AGM, to (a) allot shares of the Company in connection with an offer or invitation; and (b) to an aggregate nominal value of €250,000.00 in each case as if the pre-emption rights in company law did not apply.

When and Where

This year, the meeting will be held at 12.00 am UK time on Thursday 20 April at Lewis Silkin LLP, 5 Chancery Lane, Clifford’s Inn, London EC4A 1BL.

Please note:  it is important you inform us of your intention to attend the AGM, so we can ensure your smooth passage through the security procedures.

Email cosec@marketinggroupplc.com should you wish to attend.

Alternatively, you could attend via Zoom (teleconference)

Join from PC, Mac, Linux, iOS or Android: https://zoom.us/j/6249773436

Or iPhone one-tap (US Toll):  +14086380968,6249773436# or +16465588656,6249773436#

Or Telephone:

    Dial: +1 408 638 0968 (US Toll) or +1 646 558 8656 (US Toll)

    Meeting ID: 624 977 3436

    International numbers available: https://zoom.us/zoomconference?m=uzWjhftjw_Z0TUZxe1YVOb_A_kJ_vJxZ

Notes to the form of proxy:

1. A member may if he/she wishes strike out the words “chairman of the meeting” and insert the name of some other person to act as a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the Annual General Meeting (AGM) in the space provided.  If a member lodges the form with no name inserted in the space the Chairman of the Meeting will be deemed to be his proxy.  Where someone other than the Chairman is appointed as a proxy the member appointing him/her is responsible for ensuring that they attend the meeting and are aware of his/her voting intentions.  If a member wishes his/her proxy to speak on his/her behalf at the AGM he/she will need to appoint someone other than the Chairman and give his/her instructions directly to them.
2. A member entitled to attend, speak and vote at the meeting is entitled to appoint a proxy or proxies to exercise all or any of his/her rights to attend, speak and to vote at the AGM instead of him/her.  A proxy can only be appointed by following the procedure set out in these notes.
3. A proxy need not be a member of the Company but must attend the AGM in person.  Completion and return of a form of proxy will not preclude a member from attending and voting at the meeting or any adjournment thereof in person.  If a proxy is appointed and the member attends the AGM in person the proxy appointment will automatically be terminated.
4. To be valid this form of proxy must be completed and lodged with the Company Secretary, The Marketing Group Plc, Enterprise House, Ocean Village, Southampton SO14 3XB not less than 48 hours before the time fixed for the meeting or for any adjournment thereof together with, if appropriate, the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of such power of authority.  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.
5. In the case of joint holders, the signature of only one of the joint holders is required on the form of proxy.  In the event that more than one of the joint holders purports to appoint a proxy, the appointment submitted by the first named on the Register of Members of the Company will be accepted to the exclusion of the other joint holder.
6. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares.  A member may not appoint more than one proxy to exercise rights attached to any one share.  To appoint more than one proxy, please sign and date the form of proxy and attach a schedule listing the names and addresses (in block letters) of all of your proxies, the number of shares in respect of which each proxy is appointed (which, in aggregate, should not exceed the number of shares held by you) and indicating how you wish each proxy to vote or abstain from voting.  If you wish to appoint the Chairman as one of your multiple proxies, simply write “the Chairman of the Meeting”.  When two or more valid but differing proxies are delivered in respect of the same share for use at the meeting, the one which is last validly delivered (regardless of its date, its date of sending or the date of its execution) shall be treated as replacing and revoking the other(s) as regards that share and, if the Company is unable to determine which of any such two or more valid but differing appointments of proxy was so delivered in time, none of them shall be treated as valid in respect of that share.
7. If a member submits more than one valid proxy appointment the appointment received last before the latest time for the receipt of proxies will take precedence.
8. To abstain from voting on a resolution, tick the box in the column headed “Vote withheld”.  A “vote withheld” is not a vote in law which means that the vote will not be counted in the calculation of votes “for” and “against” the resolution.  Failing to tick any box against a resolution will mean your proxy can vote as he or she wishes or can decide not to vote at all.  A proxy may vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
9. In the case of a poll vote taken otherwise than at or on the same day as the meeting or adjourned meeting, the form of proxy must be completed and deposited as specified in note 4 above but less than 24 hours before the time appointed for the taking of the poll.
10. In order to revoke a proxy instruction, a member will need to send a signed hard copy notice clearly stating their intention to revoke a proxy appointment to the Company Secretary, The Marketing Group Plc, Enterprise House, Ocean Village, Southampton SO14 3XB together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, not less than one hour before the commencement of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned   meeting) the time appointed for the taking of the poll at which the vote is cast.
11. We recognize that not all shareholders will be able to attend the meeting in person, so all resolutions will be decided by a poll as we think poll voting is the fairest approach.

Form of Proxy

I/We (full name in BLOCK capitals) ……………………………………………………………………

Of (address) ………………………………………………………………………………………………

Being a member/members of The Marketing Group Plc hereby appoint the chairman of the

meeting or (see note 1) …………………………………………………………………………………

as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Thursday, 20 April 2017 at 12.00 am at Lewis Silkin LLP, 5 Chancery Lane, Clifford’s Inn, London EC4A 1BL and at any adjournment thereof, on the following resolutions, as indicated by an ‘X’ in the appropriate box.

Signature …………………………………………………………..……

  Date: ….…………………………………………   I/we will be attending the AGM        Yes          No

Please return to:  Company secretary, cosec@marketinggroupplc.com , Enterprise House, Ocean Village, Southampton SO14 3XB