Notice of AGM

RNS Number:4677F
Network Technology PLC
20 December 2002

Network Technology Plc

Annual General Meeting

NOTICE IS HEREBY GIVEN that an ANNUAL GENERAL MEETING of the Company will be held at The Priory, Haywards Heath, West
Sussex on Friday 10th January 2003 at 12.00 noon, for the purpose of considering and if thought for, passing the
following resolutions of which resolutions 1 to 3 will be proposed as ordinary resolutions and resolutions 4 and 5 will
be proposed as special resolutions.

Ordinary Resolutions

1. THAT the reports of the Directors and Auditors, the audited profit and loss account of the Company for the year
ended 31st March 2002 and the balance sheet of the company as at 31st March 2002 be received and each of them is hereby
adopted.

2. THAT The Parker Partnership be and they are hereby appointed as Auditors to the Company to hold office until the
conclusion of the next Annual General Meeting at which accounts are laid before the Company, and the Directors be and
they are hereby authorised to fix the Auditor's remuneration.

3. THAT the Directors be and they are hereby generally and unconditionally authorised pursuant to and in accordance
with section 80 of the Companies Act 1985 ("The Act") to exercise all the powers of the Company to allot relevant
securities (within the meaning of section 80(2) of the Act) up to an aggregate nominal value of #365,649 PROVIDED THAT:

(i) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing
of this resolution unless renewed, varied or revoked by the Company in general meeting 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 offer or agreement as if the authority conferred
hereby had not expired; and

(ii) that this authority shall be to the exclusion of and in substitution for any such earlier authority to the extent
unused.

Special Resolutions

4. THAT the Directors, in accordance with the Companies Act 1985 seek authority to sub-divide its shares. The
36,934,243 issued Ordinary Shares of 10p each be and hereby are sub divided into 369,342,430 shares of 1p each.

5. THAT the Directors, pursuant to section 80 of the Act, are hereby given power to allot equity securities (within the
meaning of section 94 of the Act) for cash as if sub-section 89 (1) of the Act did not apply to any such allotment,
PROVIDED THAT the power conferred hereby shall:

(i) Be limited to the allotment of equity securities up to an aggregate nominal amount of #365,649 (representing 9.9%
of the then existing issued ordinary share capital of the Company);

(ii) Expire at the conclusion of the next Annual General Meeting of the Company (unless previously renewed, varied or
revoked by the Company);

(iii) Allow and enable the Directors to make offer or agreement before any such expiry 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; and

(iv) Shall be in substitution for any authority previously conferred by the Directors pursuant to section 95 of the
Act.

By Order of the Board
H. Schlieker-Bollmann
Company Secretary
December 2002
Registered Office: HBM House, 26 Victoria Way, Burgess Hill, West Sussex, RH15 9NF

Notes:

1. A member entitled to vote at the Meeting convened by the Notice set out above is entitled to appoint a proxy to
attend, and in a poll, vote in his place. A proxy need not be a member of the Company. A form of appointment of proxy
is enclosed. Completion and return of a form of proxy does not prevent a member from attending and voting at this
meeting.

2. To be effective, the form of appointment of proxy, duly completed and executed, together with any power of attorney
or other authority under which it is signed, must be lodged at the offices of the registrars of the Company -
Computershare Investor Services Plc, at PO Box 1075, The Pavilions, Bristol, BS99 3FA no later than 48 hours before the
meeting to be valid.

3. Directors service contracts will be available for inspection for at least 15 minutes prior to the commencement of
the meeting.

Explanatory notes

Shareholders may find it useful to have some explanatory notes in connection with the documentation and business to be
conducted at the forthcoming Annual General Meeting.

The notice of the Annual General Meeting - this sets out the business that will be dealt with at the meeting. Ordinary
Resolutions are passed by a simple majority of shareholders voting in person or by proxy. A Special Resolution requires
75% of the shareholders voting in favour (in person or by proxy) for it to be adopted.

Proxy cards - allow a shareholder to appoint a proxy to vote if he/she is unable to attend the meeting in person. A
proxy holder at the meeting may not address the meeting. All proxy holders must register at the door before the
meeting. However, if he/she does not appoint a proxy, a shareholder may also vote in a poll vote if he/she does not
wish to appoint a proxy holder by completing and returning the proxy card. It is normal custom for the Chairman of the
meeting to be appointed the proxy holder who will vote as instructed if a poll vote is called. The proxy card must
reach the Registrars of the Company; Computershare Investor Services Plc (PO Box 1075, The Pavilions, Bristol, BS99
3FA), by not less than 48 hours before the time for holding the meeting.

Resolution 1 - deals with the receipt of the financial statements for the year ended 31st March 2002 which the
Directors are required to present to the shareholders in General Meeting.

Resolution 2 - deals with the appointment and remuneration of the Auditors. A public company must appoint Auditors.
Their appointment is renewed each year at the Annual General Meeting. The Directors wish to appoint The Parker
Partnership. In accordance with common practice, the resolution also authorises the Directors to fix the Auditors'
remuneration.

Resolution 3 - The Directors feel that they may need the flexibility to be able to finance business opportunities, as
they arise, by the possible issue of equity in the Company. The Company has granted such authority to the Directors
already which expires at the 2002 Annual General Meeting. The authority is for 9.9% of the issued Share Capital of the
company which complies with the guidelines recommended by the London Stock Exchange.

Resolution 4 - At the moment the existing 10p shares are trading at a price of 2p each, the company wishes to allot
further shares but cannot allot its unissued 10p shares at a discount. The company therefore seeks authority to
sub-divide its shares. The 36,934,243 issued Ordinary Shares of 10p each be and hereby are sub divided into 369,342,430
shares of 1p each.

This information is provided by RNS
The company news service from the London Stock Exchange
END

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