Notice of AGM

HARVEY NASH GROUP PLC

(the 'Company')

Notice of Annual General Meeting and Annual Report 2012

The Annual General Meeting of the Company is to be held at the offices of Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL on 28 June 2012 at 10 a.m.

Copies of the following documents will shortly be available for inspection via the Financial Services Authority's National Storage Mechanism located at http://www.morningstar.co.uk/uk/NSM

- 2012 Annual Report and Accounts

- Notice of Annual General meeting

- Form of Proxy

A copy of the Annual Report and Accounts is available on the Harvey Nash Group website www.harveynash.com

In accordance with DTR 6.3.5, the information in the Appendix below, which consists of a Directors' Responsibility Statement has been extracted, unedited, from the Annual Report and Accounts for the year ended 31 January 2012 and should be read in conjunction with the Company's Preliminary Full Year Results which were announced on 30 April 2012. There were no related party transactions during the year ended 31 January 2012.

Appendix

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, and the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). In preparing the group financial statements, the directors have also elected to comply with IFRSs, issued by the International Accounting Standards Board (IASB). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the company and group for that period. In preparing these financial statements, the directors are required to:

·; select suitable accounting policies and then apply them consistently;

·; make judgements and accounting estimates that are reasonable and prudent;

·; state whether IFRSs as adopted by the European Union and IFRSs issued by IASB and applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the group and parent company financial statements respectively; and

·; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Each of the directors, whose names and functions are listed on page 1 confirm that, to the best of their knowledge:

·; the group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the group; and

·; the Directors' Report on pages 10 - 14 and the Chairman's Statement, Operational Review and Financial Review contained on pages 3 - 9 includes a fair review of the development and performance of the business and the position of the group, together with a description of the principal risks and uncertainties that it faces.

In accordance with Section 418, in the case of each director in office at the date the directors' report is approved, that:

(a) so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and

(b) he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Further information is available from:-

Richard Ashcroft

Company Secretary

020 7333 0033

1 June 2012

END