Notice of AGM

NOTICE OF

IMAGINATION TECHNOLOGIES GROUP PLC

ANNUAL GENERAL MEETING 2017

9.00am on Thursday 26 October 2017 at

Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 ordinary shares in Imagination Technologies Group plc, you should pass this notice and 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.

_____________________________________________________________________________________________

ANNUAL GENERAL MEETING INFORMATION

VENUE

The 2017 Annual General Meeting ('AGM') will be held at the offices of Clifford Chance LLP10 Upper Bank Street, London, E14 5JJ.

The offices are located in Canary Wharf and can be easily reached by public transport.

The nearest underground station is Canary Wharf (Jubilee line). The nearest DLR stations are Heron Quays and Canary Wharf. A number of bus routes also service the area. For further travel assistance please visit www.tfl.gov.uk.

TIME

The meeting will start at 9.00am. Please arrive no later than 8.45am for registration.

REFRESHMENTS

Tea and coffee will be served prior to the meeting.

Registered in England and Wales

Registered Number: 2920061

Imagination House

Home Park Estate

Kings Langley

Hertfordshire

WD4 8LZ

Letter from the Chairman to holders of the Company's Ordinary Shares

Dear Shareholders,

I am pleased to invite you to the Company's 2017 AGM. The formal Notice of the Meeting is set out on pages 3 and 4 of this document.

Resolutions 1 to 13 are standard matters that are normally dealt with at most AGMs.

Recommendation

The board considers that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote in favour of them, as the directors intend to do in respect of their own beneficial holdings.

Your vote counts

If you would like to vote on the resolutions but cannot attend the AGM, please register your proxy appointment and voting instructions in one of the following ways:

§ By lodging your instruction online with the Company's Registrar, Equiniti, www.sharevote.co.uk, where details of

the procedures are given;

§ By filling in the proxy form sent to you with this Notice of Meeting and returning to our registrar as soon as

possible; or

§ If you are a CREST member, by submitting a CREST message, please see 'Important information' section at the

back of the Notice of Meeting

Voting at the meeting will be by poll, rather than a show of hands. This allows all shareholders, present in person or by proxy, to vote on all resolutions in proportion to their shareholding. The board believes that this is the fairest approach to voting and will ensure an exact and definitive result. This year I will call a poll for all resolutions considered at the AGM.

The annual report and other shareholder communications are available in electronic as well as paper format. I would like to take this opportunity to encourage you to consider receiving all shareholder communications electronically, including future notices of meetings. I would encourage you to visit our website www.imgtec.com and see for yourself the information available in the Investors section.

The results of the voting on the resolutions will be announced to the London Stock Exchange and published on our website at www.imgtec.com shortly after the conclusion of the meeting.

On behalf of the Board, I look forward to welcoming you to the Company's 2017 Annual General Meeting.

Yours sincerely

Peter Hill

Chairman

27 September 2017

NOTICE is hereby given that the Annual General Meeting (the 'AGM') of Imagination Technologies Group plc (incorporated in England and Wales with registered number 2920061) (the 'Company'), will be held at the offices of Clifford Chance LLP10 Upper Bank Street, London, E14 5JJ on Thursday 26 October 2017 at 9.00am to transact the following business.

Resolutions 1 to 11 will be proposed as ordinary resolutions and resolutions 12 and 13 will be proposed as a special resolution. 

Resolution 1 - Report and accounts

To receive the audited financial statements for the year ended 30 April 2017, together with the Reports of the Directors and the auditors (collectively known as the 'Annual Reports and Accounts').

Resolution 2 - Remuneration Committee Report

To approve the Directors' Report on Remuneration as set out on pages 46 to 64 of the Company's Annual Reports and Accounts for the year ended 30 April 2017, in accordance with section 439 of the Act.

Resolution 3 - Election

To elect Peter Hill as a director

Resolution 4 - Election

To re-elect Nigel Toon as a director

Resolution 5 - Re-election

To re-elect Guy Millward as a director.

Resolution 6 - Re-election

To re-elect Andrew Heath as a director.

Resolution 7 - Re-election

To re-elect David Anderson as a director.

Resolution 8 - Re-election

To re-elect Kate Rock as a director.

Resolution 9 - Appointment of auditors

To re-appoint KPMG LLP as auditors of the Company to hold office until the conclusion of the next General Meeting of the Company at which accounts are laid before the Company.

Resolution 10 - Auditor remuneration

To authorise the Audit Committee to determine the auditors' remuneration for the year ended 30 April 2018.

Resolution 11 - Authority to allot shares

To generally and unconditionally authorise the directors of the Company to allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company, pursuant to section 551 of the Act:

(i) up to an aggregate nominal amount of £9,540,123 (such amount to be reduced by the nominal amount of any equity securities allotted pursuant to the authority in paragraph (ii) below in excess of £9,540,123; and

(ii) comprising equity securities (as defined in section 560(1) of the Act), up to an aggregate nominal amount of £18,929,424 such amount to be reduced by the nominal amount of any shares allotted or rights granted pursuant to the authority in paragraph (i) above in connection with an offer by the way of a rights issue:

(a) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(b) to holders of other equity securities as required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities,

and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory (including the requirements of any regulatory body or stock exchange) or any other matter.

Such authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) on the conclusion of the next Annual General Meeting of the Company (or if earlier at 5.00 pm on 31 October 2018) but in each case, so that the Company may make offers or enter into any agreements during this period which would or might require shares to be allotted, or rights to subscribe for or convert any security shares into shares to be granted, after expiry of this authority and the directors may allot shares and grant such rights in pursuance of that offer or agreement as if this authority had not expired.

Resolution 12 - Disapplication of pre-emption rights

Subject to the passing of resolution 11, to generally and unconditionally empower the directors of the Company to allot equity securities within the meaning of section 560 of the Act for cash under the authority given by that resolution as if section 561 of the Act did not apply to the allotment and this power shall be limited to:

(i) the allotment of equity securities in connection with an offer of equity securities (but in case of the authority granted under paragraph (ii) of resolution 11), by way of a rights issue only);

(a) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(b) holders of other equity securities, as required by the rights of those securities or as the directors consider it

necessary.

(ii) the allotment of equity securities (otherwise than under paragraph (i) of resolution 11) up to an aggregate nominal

amount of £1,431,019.

and subject to such exclusions and other arrangements as the directors may consider necessary or appropriate in relation to fractional entitlements, record dates, treasury shares or any legal, regulatory or practical problems under the laws of any territory (including the requirements of any regulatory body or stock exchange) or any other matter.

This power shall expire on the conclusion of the next Annual General Meeting of the Company (or if earlier, at 5.00 pm on 31 October 2018) but so that the Company before expiry of this power make offers or agreements which would or might require equity securities to be allotted after the expiry of this power and the directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired.

Resolution 13 - Purchase of own shares

To generally and unconditionally authorise the Company to make market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of 10 pence each in the capital of the Company provided that:

(i) the maximum number of ordinary shares that may be purchased is 28,620,370 being 10% of the Company's issued share capital as at 26 September 2017;

(ii) the minimum price (exclusive of stamp duty and expenses) that may be paid for any one ordinary share is 10 pence;

(iii) the maximum price (exclusive of stamp duty and expenses) that may be paid for an ordinary share cannot be more than an amount equal to the higher of:

(a) an amount equal to 105% of the average of the closing middle market price of one ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately prior to the day on which the ordinary share is contracted to be purchased; and

(b) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as stipulated by Article 5(1) of the Buy Back and Stabilisation Regulations 2003 (in each case exclusive of expenses); and

(iv) the authority shall expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, at 5.00 pm on 31 October 2018); and

(v) a contract to purchase ordinary shares under this authority may be made prior to the expiry of this authority, and concluded in whole or in part after the expiry of this authority.

By order of the Board

Guy Millward

Chief Financial Officer and Company Secretary

27 September 2017

Registered Office: Imagination House, Home Park Estate, Kings Langley, Hertfordshire WD4 8LZ

Explanatory Notes to the Resolutions

General

Resolution 1 to 11 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.

Resolutions 12 and 13 are proposed as special resolutions and this means that, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1 - Report and accounts

The directors ask that shareholders receive the Annual Reports and Accounts of the Company for the Financial Year ended 30 April 2017.

Resolution 2 - Directors' Annual report on Remuneration

The Annual Remuneration Report provides details of the remuneration (including share awards) paid to the Directors during the year ended 30 April 2017. It also gives details of the way in which the Company will implement its Policy.

The Remuneration Report is set out in full on pages 46 to 64 (other than the part containing the Directors' Remuneration Policy).

In line with legislation this vote will be advisory and in respect of the overall remuneration package.

Resolution 3 - Election of director

In accordance with the Company's Articles of Association and in line with the provisions of the UK Corporate Governance Code (the Code), each new Director appointed to the Board is subject to election by shareholders at the first AGM following their appointment.

In February 2017 Peter Hill was appointed to the Board as the Non-Executive Chairman. Peter is standing for election with the full support of the Board and the Board unanimously recommends that he is elected as a Director of the Company.

Resolutions 4 to 8 - Re-election of directors

The Directors of the Company covered in these resolutions are standing for re-election, in line with B.7.1 of the Code which states that all directors of FTSE350 companies should be subject to annual re-election by shareholders. Biographical details of all these Directors are set out on pages 24 to 26 of the Annual Report and Accounts and are available to view online at www.imgtec.com.

In reviewing the recommendations of the Nominations Committee concerning the re-election of Non-Executive Directors, the Board considered the independence of each of the non-executive directors against the Code. The Board agrees that the non-executive directors meet the independence criteria in the Code. The Board believes that each director continues to make an effective and valuable contribution and demonstrates commitment to the role.

Accordingly, the Board unanimously recommends the re-election of each of these Directors.

Resolution 9 and 10 - Re-appointment and remuneration of the auditors

At every general meeting at which accounts are presented to shareholders, the Company is required to appoint auditors to serve from the end of the meeting until the next such meeting. KMPG LLP have indicated that they are willing to continue as the Company's auditors for another year. The Audit Committee has reviewed KMPG LLP effectiveness and recommends their re-appointment. The resolutions authorise the Company to reappoint them and, following normal practice, to authorise the Audit Committee to determine their remuneration.

Resolution 11 - Authority to allot new shares

The Directors seek shareholder approval to allot ordinary shares, in the Company and grant rights to subscribe for or convert any security into shares in the Company up to a maximum aggregate nominal value of £9,540,123, in accordance with section 551 of the Act. This represents approximately one third of the issued ordinary share capital of the Company at 26 September 2017 being the last practicable date prior to the publication of this notice. This maximum amount will be reduced by the amount of any equity securities allotted under the authority conferred by paragraph (ii) of this resolution.

In line with guidance issued by the IA, paragraph (ii) of this resolution would give the directors the authority to allot shares in the Company and grant rights to subscribe for or convert any security into shares in the Company up to a maximum aggregate nominal value of £19,080,247. This amount represents approximately two thirds of the ordinary share capital of the Company in issue at 26 September 2017, being the last practicable date prior to the publication of this notice. This maximum amount will be reduced by the amount of any shares allotted or rights granted under the authority conferred by paragraph (i) of this resolution.

The directors' authority will expire on the conclusion of the next AGM of the Company or until 5.00 pm on 31 October 2018 (the last date by which the Company must hold an AGM in 2018).

The directors have no present intention to make use of the authority sought under this resolution except to satisfy share awards under employee share schemes.

As at the date of this notice the Company does not hold any ordinary shares in the capital of the Company in treasury.

Resolution 12 - Authority to disapply pre-emption rights

If the directors wish to allot shares or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to existing shareholders in proportion to their existing shareholdings.

This special resolution renews the authorities previously granted to the directors and in each case as if the pre-emption right in company law did not apply to:

(a) allot shares of the Company and sell treasury shares for cash in connection with a rights issue or other pre-emptive offer; and

(b) otherwise allot shares of the Company, or sell treasury shares, for cash up to an aggregate nominal value of £2,862,037, representing approximately 10% of the total ordinary share capital in issue as at 26 September 2017 (being the last practicable date prior to the publication of this notice).

This authority will expire on conclusion of the next AGM of the Company or until 5.00 pm on 31 October 2018 (the last date by which the Company must hold an AGM in 2018).

If the authority in respect of allotments for cash (referred to at (b) above) is used, the board intends to adhere to the Pre-Emption Group's Statement of Principles (as updated in March 2015). These allow the Company in any one year to issue non-pre-emptively for cash, under such authority, an amount equal to 5% of the Company's issued ordinary share capital for any purpose. They also permit the Company to issue an additional amount equal to 5% of the Company's issued ordinary share capital in connection only with an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue.

The board further intends to adhere to the Pre-Emption Group's Statement of Principles not to issue shares for cash on a non-pre-emptive basis that represent more than 7.5% of the Company's issued ordinary share capital in any rolling three-year period without prior consultation with shareholders. This limit excludes shares issued in connection with an acquisition or specified capital investment that is within the annual 5% limit referred to above, and excludes any shares issued pursuant to a separate, specific disapplication of pre-emption rights.

Resolution 13 - Purchase of own shares

This resolution renews the authority granted at last year's AGM, authorising the Company to purchase its own ordinary shares in the market. The power is limited to a maximum aggregate number of 28,620,370 shares (representing 10% of the issued share capital as at 26 September 2017 (being the latest practicable date prior to publication of this notice)and the resolution details the minimum and maximum prices that can be paid, exclusive of stamp duty and expenses.

The shares repurchased by the Company under this authority would either be cancelled or held as treasury shares. No dividends may be paid on shares which are held as treasury shares and no voting rights are attached to them. The Company currently holds no shares in treasury, but it is the intention of the Company to hold some or all of the shares which are repurchased under this authority as treasury shares within the limits allowed by law. Once held in treasury, treasury shares may be cancelled, sold for cash or used for the purpose of employee share schemes, but the directors' current intention is only to use them for the purpose of employee share schemes.

Purchases will only be made if the directors consider that the purchase would be for the benefit of the Company and of its shareholders generally, taking into account relevant factors and circumstances at that time, for example the effect on earnings per share.

As at 26 September 2017, being the last practicable date prior to the publication of this notice there were options outstanding over approximately 17,161,432 ordinary shares in the capital of the Company which represent 6.00% of the Company's issued ordinary share capital (excluding treasury shares) at that date. If the authority to purchase the Company's ordinary share was exercised in full, these options would represent 6.00% of the Company's issued ordinary share capital (excluding treasury shares).

FURTHER INFORMATION ABOUT THE ANNUAL GENERAL MEETING ('AGM')

Right to attend the AGM

Only those members registered on the Company's Register of Members at 6.30pm on Tuesday,24 September 2017 (or in the event of an adjournment, at 6.30pm on the date which is two working days prior to the adjourned meeting) or their duly appointed proxy shall be entitled to attend and vote at the AGM. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of persons to attend and vote at the AGM.

Appointment of a proxy

Members are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote at the AGM. A member may appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company but they must be registered in advance and attend the AGM to represent you. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. To be valid, you must register your proxy appointment and voting instructions by one of the following three methods:

§ Online at www.sharevote.co.uk by following the on-screen instruction and using the shareholder reference

number printed on your proxy card which accompanies this Notice;

§ Return the hard copy form by post, by courier, or by hand to Equiniti Aspect House, Spencer Road, Lancing, West

Sussex, BN99 6DA; or

§ In the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with

the procedures set out below.

To be valid, any hard copy proxy form or other instrument appointing a proxy must be received at the office of the Registrar no later than 9.00am on Tuesday, 24 September 2017 (or, if the meeting is adjourned, 48 hours (excluding non-working days) before the time fixed for the adjourned meeting).

CREST electronic proxy voting

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ('EUI') specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent ID RA19 by not less than 48 hours (excluding non-working days) before the time of the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors, or voting service providers should note that EUI does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Nominated Persons

Any person to whom this notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

The paragraphs above about the rights of shareholders in relation to the appointment of proxies do not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by shareholders of the Company.

Corporate Representatives

Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same ordinary shares.

Questions at the AGM

Any shareholder attending the meeting has the right to ask questions. The Company must answer any question relating to the business being dealt with at the AGM, except in certain circumstances, including (i) if to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (ii) the answer has already been given on a website in the form of an answer to a question, or (iii) if it is undesirable in the interest of the Company or the good order of the meeting that the question be answered.

Asking questions in advance of the meeting

Except as provided above, members who have general queries about the meeting should contact the Company's Registrar, Equiniti (details provided in note 2 above) or the Company Secretary at the Registered Office address.

You may not use any electronic address provided either in this notice or any related documents (including the chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.

Total Voting Rights

As at 26 September 2017 being the last practicable day prior to the publication of this notice the Company's issued share capital consists of 286,203,706 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 26 September 2017 are 286,203,706.

Shareholder Requisition Rights

Under section 527 of the Act, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Act to publish on a website.

Website

A copy of this notice, and other information required by section 311A of the Act, can be found at www.imgtec.com.

Inspection of documents

The following documents will be available for inspection at the Company's head office from the date of this notice until the time of the meeting and at the location of the meeting from 1.45am until the AGM ends:

- Copies of the executive directors' service contracts

- Copies of letters of appointment of the non-executive directors