OneView : Posting of Results & Notice of Annual General Meeting

NOTICE OF AVAILABILITY - VARIOUS DOCUMENTS, Important - please read carefully

You can now access the 2017 Report and Accounts and the Notice of the 2017 Annual General Meeting via the internet at www.oneviewcommerce.com

Form of Proxy

You will not receive a Form of Proxy for the 2017 Annual General Meeting in the post. Instead, you can vote online at www.signalshares.com. To register, you will need your Investor Code, which can be found on your share certificate. You will still be able to vote in person at the AGM, and may request a hard copy proxy form directly from our Registrars, Capita Asset Services on 0871 664 0300. Calls cost 12p per minute plus your phone company's access charge. If you are outside the United Kingdom,

please call [phone]. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales.

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of OneView Group plc will be held at the offices of Newgate Communications Ltd, Sky Light City Tower, 50 Basinghall Street, London, EC2V 5DE on Wednesday 6 September 2017 at 12.00 noon for the purposes of considering and, if thought fit, passing the following resolutions (the "Resolutions") which, in the case of Resolutions 1 to 6 are ordinary resolutions and in the case of Resolutions 7 and 8 are special resolutions.

Ordinary business

1. To receive and consider the Annual Report and audited financial statements for the year ended 31 March 2017, the Directors' Report and the Auditors' Report on those financial statements.

2. To reappoint BDO LLP as Auditors to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which financial statements are laid and to authorise the Directors to determine their remuneration.

3. To appoint Mr M E W Jackson as a Director.

4. To reappoint Mr M J Wilson as a Director.

5. That, in accordance with section 618 of the Companies Act 2006 (the "Act"), with effect from 23.59 hours on the date of the passing of this resolution:

   • every 10 ordinary shares of 1 pence each in the capital of the Company be consolidated and divided into one ordinary share of 10 pence each;

   • such shares will have the same rights and be subject to the same restrictions (save as to nominal value) as the existing ordinary shares of 1 pence each in the capital of the Company as set out in the Company's articles of association for the time being;

   • the Directors are hereby authorised to settle any difficulty which occurs, in particular (but without limitation), between the holders of shares consolidated and may, in the case of any shares registered in the name or names of one or more members being consolidated with shares registered in the name or names of another member or members, make such arrangements for the sale of such consolidated shares or fractional shares as they see fit with the proceeds of sale to be retained by the Company.

6. That, in accordance with Section 551 of the Act and in substitution for all previous authorities conferred on the Directors, the Directors be generally and unconditionally authorised to allot ordinary shares in the Company up to an aggregate nominal amount of £1,400,000 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on 6 September 2022 save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted and the Directors may allot shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

   Special business

7. That in substitution for all existing authorities, the Directors be and are hereby empowered pursuant to Section 570 of the Act to allot equity securities (within the meaning of Section 560 of the Act) wholly for cash pursuant to the authority conferred by Resolution 6 above, as if Section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:

8. In connection with an offer of such securities by way of rights issue or other offering in favour of the holders of ordinary shares in proportion (as nearly as may be practicable) to their holdings of such shares, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and

9. Otherwise than pursuant to paragraph (a) above up to an aggregate nominal amount of £1,640,000 representing 19.97% of the issued ordinary share capital of the Company;

10. and shall expire 15 months after the date of the passing of this Resolution or at the conclusion of the next Annual General Meeting of the Company following the passing of this Resolution, whichever first occurs, 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 any such offer or agreement notwithstanding that the power conferred by this Resolution has expired.

11. That:

13. In accordance with Article 52 of its Articles of Association and Chapter IV of the Act and subject to paragraph (b) of this Resolution, the Company be and hereby is granted general and unconditional authority (pursuant to Section 701 of the Act) to make market purchases (as defined in Section 693(4) of the Act) of its own ordinary shares on such terms and in such manner as the Directors may from time to time determine; and

14. The authority conferred by paragraph (a) of this Resolution shall:

15. Expire on the date of the next Annual General Meeting of the Company;

16. Be limited to the purchase of a maximum 123,171,409 ordinary shares representing 15% of the issued ordinary share capital of the Company;

17. Not permit the payment per ordinary share of more than 5% above the average market value for an ordinary share for the five business days immediately preceding the day on which any purchase by the Company of ordinary shares is made or less than 1p exclusive of any applicable corporation tax payable by the Company;

18. Before expiry entitle the Company to enter into any contract for the purchase of ordinary shares which might be executed and completed wholly or partly after its expiry; and

19. Only be capable of variation, revocation or renewal by the Company in general meeting.

20. By order of the Board

    Mark Wilson Company Secretary 18 July 2017

    Notes

21. A shareholder entitled to attend and vote at the Meeting is also entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. The proxy need not be a shareholder of the Company.

22. To be effective, the instrument appointing a proxy and any authority under which it is executed (or a notarially certified copy of such authority) must be deposited at the offices of Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not less than two days before the time for holding the Meeting. Completion and return of the Form of Proxy will not preclude shareholders from attending and voting in person at the Meeting.

23. A corporation's Form of Proxy must be executed pursuant to the terms of Section 44 of the Companies Act 2006 or under the hand of a duly authorised officer or attorney. Any corporation which is a member of the Company may authorise a person (who need not be a member of the Company) to act as its representative to attend, speak and vote (on a show of hands or a poll) on its behalf. A corporate representative may exercise on behalf of a member corporation all of its powers as a member provided that they do not do so in relation to the same shares.

24. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the time by which a person must be entered on the Register of Members in order to have the right to attend and vote at the Meeting is close of business on 4 September 2017 or, if the Meeting is adjourned, such time being not more than 48 hours prior to the time fixed for the adjourned meeting. Changes to entries on the Register of Members after that time will be disregarded in determining the right of any person to attend or vote at the Meeting.

25. Copies of all Directors' service contracts will be available for inspection at the registered office of the Company during usual business hours (Saturdays, Sundays and public holidays excepted) from the date of this Notice until the conclusion of the Meeting.

26. As at 5.00 pm on the date immediately prior to the date of posting of this Notice, the Company's issued share capital comprised of 821,142,730 ordinary shares of 1p each and each ordinary share carries the right to one vote at a general meeting of the Company.

27. The notes to the Form of Proxy include instructions on how to appoint a proxy using the CREST proxy appointment service. You may not use any electronic address provided either in this Notice of Annual General Meeting or in any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.