HILTON VENTURES PLC: Letter to Shareholders / Notice of AGM

LETTER FROM THE CHAIRMAN OF HILTON VENTURES PLC                

                      Hilton Ventures Plc ("the Company")                      

(Registered in England and Wales under the Companies Act 1985 (as amended) with
                          Registered Number 05865059)                          

Registered Office:

Empress Business Centre

380 Chester Road

Manchester M16 9EA

Directors: Graham Alcock

Jonathan Cohen

4 July 2008

Dear Shareholder

As you know we have made significant progress in recent months with the
appointment of new advisors and the strengthening of the team through the
appointments of Jonathan Cohen as a Non-Executive Director to the Company and
Andy Eames as Head of Lending of Hilton Ventures Finance Limited ("Hilton
Finance"). Operationally, we have also moved offices and I am pleased to report
that we are currently reviewing a number of new loans with a view to increasing
Hilton Finance's loan book.

As announced in January 2007 the Company commenced providing bridging finance
through its wholly owned subsidiary Hilton Finance which was granted a
revolving loan facility by National Westminster Bank.

As advised in the Company's unaudited interim financial results for the period
ending 30 June 2007 which were announced in September 2007, in order for the
Company to achieve its goals, the Company requires an increase in the level of
funds available to it in order to expand its lending capability. The Board has
been holding discussions with third parties in respect of the provision of
funds to the Company either by way of equity or debt. These negotiations have
culminated in the signing of a non binding heads of agreement between the
Company, Northern Lynx Plc ("Northern Lynx") and Hilton Finance, pursuant to
which it is intended that all parties will enter into a loan agreement for
Northern Lynx to provide Hilton Finance with a loan of £1,150,000 as announced
on 29 November 2007.

There is much debate at present in respect of the impact of the credit crunch
on the UK property market. From the Company's perspective, in the Directors view
this as an opportunity for niche providers of short-term lending, as the Board
considers that, a slow down in the property market may facilitate the
acquisition of property below market value by developers, if they are able to
move quickly. In an environment where banks are taking more time to process
long-term finance the Directors believe that developers will look to bridge'
these acquisitions by use of short-term loans until more conventional long-term
finance is available. The Directors consider, therefore, that when completed,
the loan from Northern Lynx will enable Hilton Finance to increase not only its
lending book but also its profile as a short-term lender.

In conjunction with the loan the Company has also granted to Northern Lynx an
option to subscribe for ordinary shares in the capital of the Company up to an
aggregate number of 600,000,000 Ordinary Shares exercisable at a price of 0.25p
per Ordinary Share for a period of three years from the date of grant of the
option as announced to the market earlier today.

Annual General Meeting ("AGM")

A notice convening the Company's AGM is set out at the end of this document.
The AGM will be held at the Empress Business Centre, 380 Chester Road,
Manchester M16 9EA at 10.30 a.m. on 25 July 2008.

Action to be Taken

Shareholders will find enclosed a Form of Proxy for use at the AGM. Whether or
not Shareholders intend to attend the AGM, they should complete and return the
Form of Proxy by post or by hand (during normal business hours only) to Neville
Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63
3DA if they hold their ordinary shares in certificated form. Shareholders who
hold Ordinary Shares in uncertificated form may utilize the CREST electronic
proxy voting service as explained in the notes to the Notice of AGM set out at
the end of this document. Completion and return of a Form of Proxy will not
affect a Shareholder's right to attend and vote at the AGM.

Yours sincerely,

Graham Alcock

Chairman of Hilton Ventures Plc

                              Hilton Ventures Plc                              

(registered in England and Wales under the Companies Act 1985 (as amended) with
                          Registered Number 05865059)                          

                       NOTICE OF ANNUAL GENERAL MEETING                        

NOTICE IS HEREBY given that the annual general meeting of Hilton Ventures Plc
(the "Company") will be held at Empress Business Centre, 380 Chester Road,
Manchester M16 9EA at 10.30 a.m. on 25 July 2008 for the purpose of considering
and, if thought fit, passing the following resolutions of which numbers 1 to 6
will be proposed as Ordinary Resolutions and number 7 will be proposed as a
Special Resolution.

Ordinary Resolutions

1. Accounts

THAT: the audited accounts for the Company for the year ended 31 December 2007
be received and adopted.

2. Director Appointment

THAT: Mr Graham Alcock be re-elected as director of the Company.

3. Director Appointment

THAT: Mr Jonathan Cohen be re-elected as director of the Company.

4. Auditors

THAT: Messrs Lopian Gross Barnett & Co be re-appointed as auditors to the
Company.

5. Increase in Authorised Share Capital

THAT: subject to the passing of resolutions 6 and 7 the authorised share
capital of the Company be increased by £525,000 from £600,000 to £1,125,000.

6. General Authority to Directors to Issue Securities

THAT: subject to the passing of resolutions 5, and 7 the Directors be generally
and unconditionally authorised for the purpose of section 80 Companies Act 1985
to allot relevant securities up to a maximum nominal amount of £1,125,000.

Special Resolutions

7. Disapplication of Pre-emption Rights

THAT: subject to the passing of resolutions 5 and 6 in substitution for all
existing and unexercised authorities, the Directors of the Company be empowered
pursuant to section 95 of the Act to allot equity securities (as defined in
section 94 of the Act) pursuant to the authority conferred on them by
resolution 3 above as if section 89(1) of the Act did not apply to any such
allotment provided that this power shall expire 3 years from the date of the
passing of this resolution save 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 the expiry of such period and the Directors of
the Company may allot relevant securities in pursuance of such offer or
agreement as if the authority conferred by this resolution had not expired.

BY ORDER OF THE BOARD

"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦

Graham Alcock 

Chairman

Empress Business Centre
380 Chester Road
Manchester
M16 9EA

4 July 2008  


Notes

 1. Every member who is entitled to attend and vote at this meeting is entitled
    to appoint one or more proxies to attend and vote in his/her stead. A proxy
    need not be a member of the Company. Authorised representatives of
    corporate members have full voting powers. Members who have lodged forms of
    proxy are not thereby prevented from attending the meeting and voting in
    person if they so wish.
   
 2. To be effective, the form of proxy (together with any power of attorney or
    other written authority under which it is signed or notarially certified
    copy of such power or written authority) must be lodged at the offices of
    the Company's Registrars, Neville Registrars Limited, not later than 48
    hours before the time appointed for the holding of the meeting or adjourned
    meeting or (in the case of a poll taken otherwise than at or on the same
    day as the meeting or adjourned meeting) not less than 24 hours before the
    time appointed for the taking of the poll at which it is to be used.
   
 3. 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.
   
 4. 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 or vote at the Extraordinary General
    Meeting is at 10.30 a.m. on 23 July 2008. If the meeting is adjourned, the
    time by which a person must be entered on the register of members in order
    to have the right to attend or vote at the adjourned meeting is 48 hours
    before the date fixed for the adjourned meeting. Changes to entries on the
    register of members after the relevant time will be disregarded in
    determining the rights of any person to attend or vote at the meeting.
   
 5. CREST members who wish to appoint a proxy or proxies by utilising the CREST
    electronic proxy appointment service may do so by utilising the procedures
    described in the CREST Manual. CREST Personal Members or other CREST
    sponsored members, and those CREST members who have appointed a voting
    service provider(s), should refer to their CREST sponsor or voting service
    provider(s), who will be able to take the appropriate action on their
    behalf. In order for a proxy appointment made by means of CREST to be
    valid, the appropriate CREST message (a CREST Proxy Instruction') must
    be properly authenticated in accordance with CRESTCo's specifications and
    must contain the information required for such instructions, as described
    in the CREST Manual. The message, regardless of whether it constitutes the
    appointment of a proxy or an amendment to the instruction given to a
    previously appointed proxy, must, in order to be valid, be transmitted so
    as to be received by the issuer's agent (ID number 7RA11) by the latest
    time(s) for receipt of proxy appointments specified in the notice of
    meeting. For this purpose, the time of receipt will be taken to be the time
    (as determined by the timestamp applied to the message by the CREST
    Applications Host) from which the issuer's agent is able to retrieve the
    message by enquiry to CREST in the manner prescribed by CREST. The Company
    may treat as invalid a CREST Proxy Instruction in the circumstances set out
    in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
    CREST members and, where applicable, their CREST sponsors or voting service
    providers should note that CRESTCo does not make available special
    procedures in CREST for any particular messages. Normal system timings and
    limitations will therefore apply in relation to the input of CREST Proxy
    Instructions. It is the responsibility of the CREST member concerned to
    take (or, if the CREST member is a CREST personal member or sponsored
    member or has appointed a voting service provider(s), to procure that his
    CREST sponsor or voting service provider(s) take(s)) such action as shall
    be necessary to ensure that a message is transmitted by means of the CREST
    system by any particular time. In this connection, CREST members and, where
    applicable, their CREST sponsors or voting service providers are referred,
    in particular, to those sections of the CREST Manual concerning practical
    limitations of the CREST system and timings.
   
 6. By attending the meeting a Shareholder expressly agrees that he is
    requesting and willing to receive any communications made at the meeting.
   
                              Hilton Ventures Plc                              

                                 Form of Proxy                                 

For use at the Extraordinary General Meeting to be held at the offices of 
Empress Business Centre, 380 Chester Road, Manchester M16 9EA at 10.30 a.m. on
25 July 2008

I/We

"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦

                             BLOCK CAPITALS PLEASE                             

of"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦

                             BLOCK CAPITALS PLEASE                             

"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦

being (a) member(s) of Hilton Ventures Plc hereby appoint the Chairman of the
meeting or*

"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦

as my/our proxy to vote on a poll for me/us on my/our behalf at the
Extraordinary General Meeting of the Company to be held at Empress Business
Centre, 380 Chester Road, Manchester M16 9EA at 10.30 a.m. on 25 July 2008 and
at any adjournment thereof, and to vote as he shall see fit on any other
business brought up at the meeting.

Ordinary Resolutions                             For            Against     
                                                                            
Resolution 1                                                                
                                                                            
THAT: the audited accounts for the Company                                  
for the year ended 31 December 2007 be                                      
received and adopted.                                                       
                                                                            
Resolution 2                                                                
                                                                            
THAT: Mr Graham Alcock be re-elected as                                     
director of the Company.                                                    
                                                                            
Resolution 3                                                                
                                                                            
THAT: Mr Jonathan Cohen be re-elected as                                    
director of the Company.                                                    
                                                                            
Resolution 4                                                                
                                                                            
THAT: Messrs Lopian Gross Barnett & Co be                                   
re-appointed as auditors to the Company.                                    
                                                                            
Resolution 5                                                                
                                                                            
THAT: subject to the passing of                                             
resolutions 6 and 7 the authorised share                                    
capital of the Company be increased by £                                    
525,000 from £600,000 to £1,125,000.                                        
                                                                            
Resolution 6                                                                
                                                                            
THAT: subject to the passing of                                             
resolutions 5 and 7 the Directors be                                        
generally and unconditionally authorised                                    
for the purpose of section 80 Companies                                     
Act 1985 to allot relevant securities up                                    
to a maximum nominal amount of £1,125,000.                                  
                                                                            
Special Resolution                                                          
                                                                            
Resolution 7                                                                
                                                                            
THAT: subject to the passing of                                             
resolutions 5 and 6 in substitution for                                     
all existing and unexercised authorities,                                   
the Directors of the Company be empowered                                   
pursuant to section 95 of the Act to allot                                  
equity securities (as defined in section                                    
94 of the Act) pursuant to the authority                                    
conferred on them by resolution 3 above as                                  
if section 89(1) of the Act did not apply                                   
to any such allotment provided that this                                    
power shall expire 3 years from the date                                    
of the passing of this resolution save                                      
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 the expiry                                  
of such period and the Directors of the                                     
Company may allot relevant securities in                                    
pursuance of such offer or agreement as if                                  
the authority conferred by this resolution                                  
had not expired.                                                            

If this form is signed and returned without any indication as to how the proxy
shall vote, he will exercise his discretion as to both how he votes (including
as to any amendments to the resolutions) and whether or not he abstains from
voting).

Signature"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦.

Signature"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦. Date"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦"¦

Notes:

* You may, if you wish, delete the words "the Chairman of the meeting" and
insert the name(s) of the person(s) of your choice, who need not be a member of
the Company, to attend and vote at the Extraordinary General Meeting on your
behalf.

To be valid, this form must be must be completed and lodged with the Company's
registrars, Neville Registrars Limited, Proxy Department, Neville House, 18
Laurel Lane, Halesowen, West Midlands B63 3BR as soon as possible and in any
event not later than 5.00 p.m. on 23 July 2008. Completion and return of this
form shall not preclude a member from attending and voting at the EGM or any
adjournment.

A corporation must have this form executed under its common seal (or such form
of execution as has the same effect) or on its behalf by an attorney or a duly
authorised officer of the corporation.

If this form is executed under a power of attorney or other authority the
original power of authority or notarially certified copy thereof must be lodged
at the offices of Neville Registrars Limited, Proxy Department, Neville House,
18 Laurel Lane, Halesowen, West Midlands B63 3BR along with this form.

In the case of joint holders, any one holder may sign but, if more than one
votes, the vote of the first named on the register of members will be accepted
to the exclusion of the other joint holders.




END