PRIME FOCUS LONDON 
By
Notice is hereby given that the Annual General Meeting of Prime Focus London PLC (the "Company") will be held at the offices of Northland Capital Partners Limited, 60 Gresham Street, London EC2V 7BB on Friday 30
November 2012 at 11.30am for the transaction of the following business:
To consider and if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:
1. To receive and adopt the Directors' Report, the Report of the Remuneration Committee and the Audited Accounts for the year ended 31 March 2012 together with the auditors' report on the Audited Accounts and on the auditable part of the Report of the Remuneration Committee.
2. To re-elect Ramakrishnan Sankaranarayanan as a Director of the Company in accordance with Article
88 of the Company's Articles of Association.
3. To re-elect Shivkumar Venkatachalam as a Director of the Company in accordance with Article 88 of the
Company's Articles of Association.
4. To re-elect Christopher Honeyborne as a Director of the Company in accordance with Article 88 of the
Company's Articles of Association.
5. To re-elect Bernard Kumeta as a Director of the Company in accordance with Article 88 of the
Company's Articles of Association.
6. To re-appoint Shipleys LLP, Chartered Accountants and Registered Auditors, as the Company's auditors to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting at which accounts are laid before the Company.
7. To authorise the Directors to fix the remuneration of the auditors.
To consider and, if thought fit, to pass the following resolutions, of which resolution 8 will be proposed as an ordinary resolution and resolution 9 will be proposed as a special resolution:
Ordinary Resolution
8. That the Directors be and they are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares, grant options over, offer or otherwise deal with or dispose of any equity securities (as defined in Section 560 of the Act) of the Company provided that this authority shall:
(a) be limited to:
(i) the allotment of up to 2,500,000 ordinary shares of 5 pence each in the capital of the
Company pursuant to the Company's Share Option Plan 2009; and
(ii) the allotment (other than pursuant to paragraph (i) above) of relevant securities of the
Company up to an aggregate nominal value of £164,412.15;
(b) unless previously revoked or varied by the Company, expire on the date of the next Annual General Meeting of the Company, but so that the Company may any time before the authority shall expire make an offer or agreement which would or might require relevant securities to be allotted after the expiry of such period and the Directors may allot relevant securities in pursuance
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of such offer or agreement as if the authority conferred hereby had not expired.
This authority is in substitution for all previous authorities conferred upon the directors pursuant to Section 80 of the Companies Act 1985 or Section 551 of the Act, but without prejudice to the allotment of any relevant securities already made or to be made pursuant to such authorities.
9. That, subject to and conditional upon the passing of Resolution 8 above, in accordance with section
570 of the Act and in substitution for all previous authorities conferred on the Directors pursuant to Section 571 of the Act, the Directors be and they are empowered, pursuant to Section 571 of the Act and in accordance with the Articles of Association of the Company, to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority conferred by Resolution 8 above 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 up to 2,500,000 ordinary shares of 5 pence each in the capital of the Company pursuant to the Company's Share Option Plan 2009; and
(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of £164,412.15.
and shall expire at the conclusion of the next Annual General Meeting of the Company except that the Company may, before the expiry of such period, 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 by this Resolution had not expired.
64 Dean Street
London W1D 4QQ
6 November 2012
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NOTES
1. Ramakrishnan Sankaranarayanan, Shivkumar Venkatachalam, Christopher Honeyborne and Bernard Kumeta were all appointed by the Directors since the last Annual General Meeting and offer themselves for re-election pursuant to Article 88 of the Company's Articles of Association.
2. The Ordinary Resolution numbered 6 will be proposed to seek the members' approval to the re- appointment of Shipleys LLP as the auditors of the Company until the conclusion of the next meeting at which accounts are laid before the Company.
3. The Ordinary Resolution numbered 8 will be proposed to renew the authority of the Directors in relation to the allotment of unissued and uncommitted shares in the capital of the Company. Other than the allotment of up to 2,500,000 ordinary shares pursuant to the Company's Share Option Plan 2009, the authority is limited to 3,288,243 ordinary shares in the Company (with a nominal value of £164,412.15) being 10% of the total issued or otherwise committed share capital of the Company as at the date of this notice. The authority will expire upon the date of the next Annual General Meeting of the Company. The Directors have no present intention to exercise the authority proposed in the Resolution.
4. The Directors may only allot shares for cash to persons who are not already shareholders in the Company if authorised to do so by the shareholders in general meeting. The Special Resolution numbered 9 seeks authority for the Directors to allot shares for cash without first offering them to existing members up to 2,500,000 ordinary shares pursuant to the Company's Share Option Plan 2009 and additionally up to an aggregate nominal amount of £164,412.15. This sum represents 3,288,243 ordinary shares of 5p each, being equivalent to approximately 10% of the current issued share capital. The Resolution enables the Directors to modify the strict requirement for a rights issue in circumstances where they consider it necessary or expedient. The authority will expire upon the date of the next Annual General Meeting of the Company.
5. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the Company's register of members not later than 6.00pm on 28 November 2012 or, if the meeting is adjourned, shareholders entered on the Company's register of members not later than 48 hours before the time fixed for the adjourned meeting, shall be entitled to attend and vote at the meeting.
6. If you are a member of the Company at the time set out in note 5 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
7. A proxy does not need to be a member of the Company but must attend the Meeting to represent you.
Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
8. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to a different share or shares. You may not appoint more than one proxy to exercise rights attached to any one share. Failure to specify the number of shares to which the proxy appointment relates or specifying more shares than you hold on the record date will result in the proxy appointment being invalid. To appoint more than one proxy please contact the Company Secretary at the Company's registered office at 64 Dean Street, London, W1D 4QQ for details.
9. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.
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10. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.
11. To appoint a proxy using the proxy form, the form must be:
• completed and signed;
• sent or delivered to the Company Secretary at the Company's registered offices at 64 Dean
Street, London, W1D 4QQ; and
• received not later than 48 hours before the time fixed for the Meeting at which the proxy is to vote.
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by a duly authorised officer of the company or an agent lawfully authorised in writing.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
12. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
13. To change your proxy instructions please contact the Company Secretary at 64 Dean Street, London, W1D 4QQ to request another proxy form and then repeat the steps set out in Note 11 above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
14. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the Company Secretary at the Company's registered offices at 64 Dean Street, London, W1D 4QQ for details. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an agent lawfully authorised in writing. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
The revocation notice must be received by the Company Secretary at the Company's registered offices at 64 Dean Street, London, W1D 4QQ no later than 48 hours before the time fixed for the Meeting at which the proxy is to vote.
Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
15. If you are a corporate shareholder, you are entitled to authorise one or more corporate representatives to exercise, on your behalf, all your powers as a shareholder provided that no more than one corporate representative exercises powers over the same share. If you authorise more than one representative, on a show of hands, each representative has the same voting rights as you would have, so that each representative will have one vote. On a poll, if you appoint more than one representative, each representative can exercise the votes attaching to the relevant shares in different ways, provided each representative is exercising the power in respect of different shares. However, if more than one representative purports to exercise the corporate shareholder's powers in respect of the same shares, if they purport to exercise the power in the same way it will be treated as exercised, but if they purport to exercise the power in different ways, it will be treated as not exercised and the votes of the relevant representatives will not be counted.
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