Re: AGM notice

Utilitywise plc (the "Company")

Annual General Meeting ("AGM") and Notice to Shareholders: Correction

Further to the notice of the AGM of the Company dated 14th November 2014, to be held on 15th December 2014, and the posting of a circular to shareholders containing notice of the resolutions to be considered at the AGM (the "Notice"), the Company announces that, due to errors of a clerical nature it is making the following corrections to the text of two resolutions set out in the Notice:

Resolution 8 (i) and (ii)(tabled as an ordinary resolution) referred to one third of the issued share capital being a nominal amount of £24,008,248 whereas it should have referred to £24,008.24 in each case; and

Resolution 9 (tabled as a special resolution) referred to 5% of the issued share capital being a nominal amount of £3,601,237 whereas it should have referred to £3,601.23. The reference to Resolution 13 should be a reference to Resolution 8 in the Notice.

The revised resolutions 8 and 9 are therefore:

8.(i) THAT, subject to and in accordance with Article 9 of the Articles of Association of the Company, the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") (in substitution for any existing authority to allot relevant securities) to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £24,008.24 (being one third of the issued share capital of the Company) provided that such authority shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require such shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry, and the board may allot shares and grant rights to subscribe or convert securities into shares in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired,

and further,

8.(ii) THAT,the Directors be and they are hereby generally and unconditionally authorised to exercise all powers of the Company to allot equity securities (within the meaning of section 560 of the Act) in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them up to an aggregate nominal amount of £24,008.24 (being one third of the issued share capital of the Company) provided that this authority shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the board may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

9. THAT, subject to the passing of resolution 8 as set out in the notice of this meeting, and in accordance with Article 9 of the Articles of Association of the Company, the Directors be and are hereby empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the general authority conferred by resolution 8 as set out in the notice of this meeting and be empowered pursuant to section 573 of the Act to sell ordinary shares (as defined in section 560 of the Act) held by the Company as treasury shares (as defined in section 724 of the Act) for cash, as if section 561(1) of the Act did not apply to such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares:

(i) in connection with or pursuant to an offer by way of rights, open offer or other pre-emptive offer to the holders of shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory;

(ii) otherwise than pursuant to sub-paragraph (i) above, up to an aggregate nominal amount of £3,601.23 being approximately 5 per cent of the Company's issued share capital;

and such power shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the board may allot equity securities or sell treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

As these are clerical errors of a patent nature, capable of being amended at the AGM in accordance with the Articles of Association (Article 56.2), no new Notice will be sent out, and the alteration to correct the above stated errors in Resolutions 8 and 9 will be effected by a motion passed at the AGM. Copies of the amended Notice have been uploaded to the Company's website www.utilitywise.plc and will be available for inspection at the Company's registered address (Utilitywise House, 3 & 4 Cobalt Park Way, Cobalt Business Park, North Tyneside, Tyne & Wear, NE28 9EJ) for a period of one month from the date of this notification.

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