NUMIS CORP 
By
Please see the explanatory notes attached to this notice.
NOTICE is hereby given that the Annual General Meeting of Numis Corporation Plc (the "Company") will be held at The London Stock Exchange Building, 10 Paternoster Square, London EC4M 7LT on Tuesday 5 February 2013, at 11.00 a.m. to consider and, if thought fit, pass the following resolutions, of which resolutions 1 to 6 and 9 will be proposed as ordinary resolutions and resolutions 7 and 8 will be proposed as special resolutions:
1. To receive and adopt the Company's annual accounts for the financial year ended 30
September 2012, together with the directors' report and auditors' report for such year.
2. To declare a final dividend for the year ended 30 September 2012 of 4p per ordinary share payable on 12 April 2013 to shareholders on the register at the close of business on 14 December
2012.
3. To reappoint as a director Sir David Arculus, who is retiring by rotation in accordance with the
Company's Articles of Association and, being eligible, offers himself for election.
4. To reappoint as a director Mr Gerald Corbett, who is retiring by rotation in accordance with the
Company's Articles of Association and, being eligible, offers himself for election.
5. To reappoint PricewaterhouseCoopers LLP as auditors, to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company at which accounts are laid and to authorise the directors to fix their remuneration.
6. That:
(i)The directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 ("the Act") to exercise all the powers 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 ("Relevant Securities"), up to a maximum aggregate nominal amount equal to
£1,910,222.15 (equivalent to 38,204,443), provided that:
a) this authority shall expire at the conclusion of the next Annual General Meeting of the Company or (if earlier) unless previously revoked, varied or renewed by the Company in a general meeting;
b) the Company shall be entitled to make, prior to the expiry of such authority, any offer or agreement which would or might require Relevant Securities to be allotted after the expiry of this authority and the directors may allot Relevant Securities pursuant to such offer or agreement as if this authority had not expired; and
c) all prior authorities to allot Relevant Securities be revoked but without prejudice to any allotment of Relevant Securities already made thereunder.
7. That, subject to and conditional upon the passing of resolution 6 set out in the notice of this meeting, the directors be generally empowered pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by the said resolution 6, as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:
a) the allotment of equity securities in connection with an issue by way of rights (including, without limitation, under a rights issue, open offer or similar arrangement) in favor of ordinary shareholders on the register on a date fixed by the directors in proportion (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on that date, but subject to such exclusions and/or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements or any legal, regulatory or practical difficulties under the laws of any territory, or the requirements of any regulatory body or stock exchange, or as regards shares in uncertificated form; and,
b) the allotment (otherwise than pursuant to sub-paragraph a) above) of equity securities having an aggregate nominal amount not exceeding £286,820.10 (equivalent to 5,736,402 shares), and this power shall expire at the conclusion of the next Annual General Meeting of the Company or (if earlier), unless previously revoked, varied or renewed, 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 directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.
8. That the Company be generally authorised pursuant to section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 5p each in the capital of the Company on such terms and in such manner as the directors shall determine, provided that:
a) the maximum number of ordinary shares hereby authorised to be purchased is limited to an aggregate of 11,472,805 shares (equivalent to £573,640.25);
b) the minimum price, exclusive of any expenses, which may be paid for each ordinary share is
5p;
c) the maximum price, exclusive of any expenses, which may be paid for each ordinary share is an amount equal to 105 per cent. of the average of the middle market quotations for an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which such share is contracted to be purchased;
d) this authority shall expire at the conclusion of the next Annual General Meeting of the Company or (if earlier), unless previously revoked, varied or renewed; and,
e) the Company may make a contract to purchase ordinary shares under this authority prior to the expiry of this authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of ordinary shares pursuant to any such contract as if such authority had not expired.
9. That the directors be and are hereby authorised pursuant to Article 77 of the Company's Articles of Association to resolve, at their discretion, that the holders of ordinary shares be entitled to elect to receive an allotment of ordinary shares as credited as fully paid in lieu of any interim or final dividend (or part thereof) declared in respect of each financial year from and including the year ended 30 September 2012 up to and including the financial year ending 30 September 2016 and any interim dividend (or part thereof) declared in respect of each financial year up to and including the financial year ended 30 September 2017, provided that such resolution of the directors is in accordance with, and subject to, the provisions of Article 77 of the Company's Articles of Association.
By order of the Board Simon Denyer Group Finance Director & Company Secretary 14 December 2012 Registered Office 10 Paternoster Square London EC4M 7LT Notes:Right to appoint a proxy
1 Members of the Company are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote at a meeting of the Company. A proxy does not need to be a member of the Company. A member may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member.
2 A proxy form which may be used to make such appointment and give proxy directions accompanies this notice. If you do not receive a proxy form and believe that you should have one, or if you require additional proxy forms in order to appoint more than one proxy, please contact the Company's Registrar, Computershare Investor Services PLC, on 0870 707 1203.
Procedure for appointing a proxy
3 To be valid, the proxy form must be received by post or (during normal business hours only) by hand at the office of the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, no later than 3
February 2013 at 11.00 a.m. (or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting). It should be accompanied by the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority.
4 The return of a completed proxy form will not preclude a member from attending the
Annual General Meeting and voting in person if he or she wishes to do so.
Record date
5 To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), members must be registered in the register of members of the Company as at 11.00 a.m. on 3 February
2013 or, in the event of any adjournment, 48 hours before the time of the adjourned meeting). Changes to the register of members after the relevant deadline will be disregarded in determining the right of any person to attend and vote at the meeting.
Corporate representatives
6 Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
Communications
7 Members who have general enquiries about the meeting should use the following means of communication. No other means of communication will be accepted. You may:
