Notice of General Meeting

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Immediate release 30 May 2012

Pinewood Shepperton plc

("Pinewood" or the "Company")

Notice of General Meeting

to propose the Cancellation of Listing on the Official List, Application for Admission to AIM and Proposed Placing of 2,160,000 new Ordinary Shares at 250 pence per share

The Company announced on 27 April 2012 that, following a decision of the Regulatory Decisions Committee of the FSA (the "RDC"), it had received a Supervisory Notice in which the RDC proposed to discontinue the listing of the Company's Ordinary Shares on the Official List with effect from 31 May 2012, subsequently extended to 6 June 2012 (the "delisting date"), and that the Board of Pinewood was considering all options including a possible admission of its securities to trading on AIM. The RDC has agreed to extend its proposed delisting date to 23 July 2012 to allow the Board to pursue an application for the Ordinary Shares to be admitted to trading on AIM on the basis that the Board seeks Shareholder approval for the Delisting by 30 May 2012.

In conjunction with the proposal to seek Shareholder approval for the Delisting and Admission of the Ordinary Shares to trading on AIM, the Board is also proposing to raise £5,400,000 (before expenses) by way of a placing of 2,160,000 new Ordinary Shares at a price of 250 pence per New Ordinary Share representing a 33.7 per cent. discount to the Closing Price of 377 pence per Ordinary Share on 29 May 2012 (being the latest practicable date prior to the announcement of the Placing); the proceeds of which will be used to accelerate the implementation of Pinewood's growth strategy.

Details of the Delisting, Admission and Placing

In order to effect the Delisting, Admission and Placing, the Company will require, inter alia, Shareholder approval of the Resolutions at the General Meeting, and a Circular has today been sent to Shareholders of the Company providing details of the Delisting, Admission and Placing, and giving Notice of the General Meeting. The Resolutions to be proposed to the General Meeting (further details of which are set out below) will authorise the Board to (i) cancel the listing of Ordinary Shares on the Official List, remove such Ordinary Shares from trading on the Main Market and to apply for admission of the Ordinary Shares to trading on AIM; (ii) disapply statutory pre-emption rights in respect of the issue of the Placing Shares; and (iii) in accordance with the Listing Rules, issue the Placing Shares at a price of 250 pence per new Ordinary Share, being a discount of more than 10 per cent. to the Closing Price of 377 pence on 29 May 2012 (being the latest practicable date prior to the announcement of the Placing).

The Placing is conditional, inter alia, on the passing by the Shareholders of the Resolutions at the General Meeting, including a special resolution which will give the Directors the required authority to disapply statutory pre-emption rights in respect of the allotment of the Placing Shares. Subject to all relevant conditions being satisfied (or, if applicable, waived), it is expected that the Ordinary Shares (including the Placing Shares) will be admitted to trading on AIM on or about 23 July 2012. For the avoidance of doubt, Shareholders should note that the issue of the Placing Shares is conditional, inter alia, on Admission and therefore the Placing Shares will not be admitted to trading on the Official List.

Each of the major Shareholders, Peel Holdings and Warren James Holdings, has given an irrevocable undertaking to, inter alia, vote in favour of the Resolutions in respect of its own beneficial holdings of Ordinary Shares together totalling 46,760,965 Ordinary Shares, representing, in aggregate, 99.0 per cent. of the issued Ordinary Shares.

It is anticipated that the last day of dealings in the Ordinary Shares on the Main Market will be 20 July 2012. Cancellation of the listing of Ordinary Shares on the Official List will take effect at 8.00 a.m. on 23 July 2012, being not less than 20 Business Days from the passing of the Resolution. Admission is expected to take place, and dealings in Ordinary Shares (including the Placing Shares) are expected to commence on AIM, at 8.00 a.m. on 23 July 2012.

As the Ordinary Shares are currently listed on the premium segment of the Official List, the AIM Rules do not require an admission document to be published by the Company in connection with the Company's admission to trading on AIM. However, subject to the passing of the Resolutions at the General Meeting, the Company will publish an announcement which complies with the requirements of Schedule One to the AIM Rules comprising information required to be disclosed by companies transferring their securities from the Official List, as an AIM Designated Market, to AIM.

Although it is their intention, there is no guarantee that the Directors will be successful in achieving Admission of the Ordinary Shares to trading on AIM or that the conditions in the Placing Agreement will be satisfied (or if applicable waived). If any of the Resolutions is not passed at the General Meeting, the Placing Agreement is terminated prior to Admission or if Admission does not take place on or before 23 July 2012, the Directors will not apply for the cancellation of the listing of the Ordinary Shares on the Official List. However, if such circumstances arise, the Directors expect that the FSA will take steps to discontinue the Company's listing on the Official List. If this were to occur, the ability to buy and sell Ordinary Shares could be materially restricted.

Future events

The Company intends by 31 March 2013 to increase the free float further to approximately 10 per cent. of the Company's issued share capital following its move to AIM, whether by way of further issues of shares or by way of existing shareholders selling part of their holdings in the Company.

Peel has undertaken to the Company and N+1 Brewin to sell sufficient of its Ordinary Shares if required, taken together with the Placing Shares, to increase the free float to a level required by N+1 Brewin as NOMAD.

Further, the Board is currently considering a proposal to manage a third party film fund. Whilst there can be no certainty that the Company will be able to conclude an agreement to manage the third party film fund, the Directors believe that the ability to offer third party film financing would significantly benefit the business. In connection with these discussions, the principal of the third party film fund is also considering acquiring a significant minority shareholding in the Company from Peel. It is not currently anticipated that any binding agreement will be reached prior to the Delisting and Admission taking place. An announcement will be made in due course.

Placing details

The net proceeds of the Placing of £5,000,000 will be used by the Company to accelerate the implementation of the Group's growth strategy.

In particular, the net proceeds of the Placing will be used to:

·; further the expansion of the Group's facilities to support growth in its three revenue streams (film, television and Media Park);

·; invest in new multi-purpose stages at both Pinewood and Shepperton to assist in meeting capacity demand;

·; continue its commitment to the transformational television investment programme;

·; maintain selective international growth through JVs, with participatory commitment; and

·; participate in small scale, low risk film investment.

The Placing is conditional, inter alia, on:

·; the passing of the Resolutions;

·; the conditions in the Placing Agreement being satisfied or (if applicable) waived and the Placing Agreement not having been terminated in accordance with its terms prior to Admission; and

·; Admission becoming effective by no later than 8.00 a.m. on 23 July 2012 (or such later time and/or date, being no later than 8.00 a.m. on 31 July 2012 as the Company and N+1 Brewin may agree).

The Placing Agreement contains customary warranties given by the Company to N+1 Brewin as to matters relating to the Group and its business and a customary indemnity given by the Company to N+1 Brewin in respect of liabilities arising out of or in connection with the Placing.

The Placing Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of the Placing Shares in respect of Ordinary Shares and will otherwise rank on admission of the Placing Shares pari passu in all respects with the existing Ordinary Shares. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

Application will be made to the London Stock Exchange for the Ordinary Shares (including the Placing Shares) to be admitted to trading on AIM. On the assumption that, inter alia, the Resolutions are passed, it is expected that admission of the Ordinary Shares (including the Placing Shares) will become effective on or around 23 July 2012.

General Meeting

The Resolutions to be proposed at the General Meeting are as follows:

1. as a special resolution, to authorise the Directors to cancel the listing of the Ordinary Shares on the Official List and to remove such Ordinary Shares from trading on the London Stock Exchange's Main Market and to apply for admission of the Ordinary Shares to trading on AIM;

2. as a special resolution, to authorise the Directors under section 570 of the Act, to allot Ordinary Shares pursuant to the Placing on a non-pre-emptive basis; and

3. as an ordinary resolution, to authorise the Directors to issue the Placing Shares at a price of 250 pence per new Ordinary Share representing a 33.7 per cent. discount to the Closing Price of 377 pence on 29 May 2012 (being the latest practicable date prior to the announcement of the Placing).

The General Meeting is to be held at 9 a.m. on 22 June 2012 at the offices of Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL.

Irrevocable undertakings

Each of Peel and Warren James have given an irrevocable undertaking to vote in favour of the Resolutions in respect of its own beneficial holdings of Ordinary Shares together totalling 46,760,965, representing in aggregate 99.0 per cent. of the issued Ordinary Shares.

The Peel undertaking also provides that, conditional on Admission, Peel will: (i) not acquire shares in the Company for two years from Admission (subject to certain exceptions including: pursuant to a general offer or scheme of arrangement or to maintain an aggregate holding of 50.1 per cent of the Company's issued share capital or at any time with N+1 Brewin's consent), (ii) vote in favour of the appointment of one additional non-executive independent director and take all measures to ensure that the number of Peel directors on the Board shall be less than the number of independent directors (being the directors of the Company who are not affiliates of Peel or Warren James), and (iii) not vote in favour of any delisting from AIM for a period of three years from Admission. The Company has also undertaken to Peel, inter alia, that: (i) the Placing will not dilute Peel's holding of Shares below 50.1 per cent. of the Company's issued and to be issued share capital, (ii) until the date that Peel's holding of Ordinary Shares fall below 50.1 per cent, it will not without Peel's consent grant any options to subscribe for new Ordinary Shares or allot or issue any shares for non-cash consideration and (iii) it will enforce the terms of the Warren James undertaking.

The Warren James undertaking also provides that, conditional on Admission, Warren James will: (i) not acquire shares in the Company for two years from Admission (subject to certain exceptions including: pursuant to a general offer or scheme of arrangement or to maintain an aggregate holding of 25.1 per cent of the Company's issued share capital or at any time with N+1 Brewin's consent) and (ii) not vote in favour of any delisting from AIM for a period of three years from Admission. The Company has also undertaken to Warren James, inter alia, that: (i) the Placing will not dilute Warren James's holding of Shares below 25.1 per cent. of the Company's issued and to be issued share capital, (ii) until the date that Warren James's holding of Ordinary Shares falls below 25.1 per cent, it will not without Warren James's consent grant any options to subscribe for new Ordinary Shares or allot or issue any shares for non-cash consideration and (iii) it will enforce the terms of the Peel undertaking.

Peel has also given the additional undertaking to the Company and Brewin in relation to the sale of Ordinary Shares as referred to above in 'Future events'.

Summary

The Board believes that the Resolutions are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

A copy of the Circular will be available shortly on the Company's website at www.pinewoodshepperton.com and will be available for public inspection at Pinewood Road, Iver Heath, Buckinghamshire, SLO 0NH. Unless otherwise defined in this announcement, all defined terms used in this announcement shall have the meaning ascribed to them in the Circular.

For further enquiries, please contact:

Pinewood Shepperton plc- Tel: +44(0)1753 656 732

Ivan Dunleavy, Chief Executive

Andrew M. Smith, Director of Strategy and Communications

A copy of this announcement will be published, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Pinewood's website at www.pinewoodshepperton.com. For the avoidance of doubt, neither the content of the Company's website nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should by such content by relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of securities in the Company.

Definitions

The following definitions apply throughout this announcement unless the context requires otherwise:

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