Notice of EGM and Proposed Capital Reduction

HELPHIRE GROUP PLC - Notice of EGM and Proposed Capital Reduction

PR Newswire

London, May 1

As anticipated by the Company's prospectus dated 28 February 2013, the Companyannounces that it has today sent a circular and notice of general meeting (the"Circular") to its shareholders in connection with its proposals to carry out acapital reduction and adopt new articles of association.

Capital Reduction

In order to allow the Company to pay dividends in the future, the deficit onthe Company's profit and loss account must be eliminated. Accordingly, theDirectors have decided to seek Shareholders' authority to cancel the Company'sshare premium account and the Deferred Shares and use the reserve created bysuch cancellation to eliminate the accrued deficit on the Company's profit andloss account (the "Capital Reduction").

In addition to the approval of a majority of 75 per cent. of the votes cast byShareholders at the General Meeting, the Capital Reduction requiresconfirmation by the Court. There can be no certainty that the Court willconfirm the Capital Reduction.

Adoption of New Articles

Following the Company's move to AIM, the Board has undertaken a comprehensivereview of the Current Articles and has decided to take this opportunity toadopt more modern articles of association, which it believes will be moresuitable for a company of the Company's size and stage of development than theCurrent Articles.

General Meeting

The Proposals are subject to the approval of Shareholders at the GeneralMeeting. The general meeting will be held at the offices of Berwin LeightonPaisner LLP, St Magnus House, Lower Thames Street, London EC3R 6HA at 9.30 a.m.on 22 May 2013.

Except for words and phrases specifically defined in this announcement,capitalised words and phrases shall bear the meanings given to them in theCircular. The Circular is available on the Company's website, http://www.helphire.co.uk/ir/proposed-capital-reduction

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