OCTAGONAL PLC - Notice of General Meeting

Octagonal plc

                        ("Octagonal" or the "Company")

                   Proposed Amendment to the Investing Policy

                           Notice of General Meeting

Octagonal announces that it has today posted a circular ("Circular") to
Shareholders containing a notice convening a general meeting of the Company
("General Meeting") to be held at 11 a.m. on 18 September 2014, at 200 Strand,
London WC2R 1DJ. The Circular is available on the Company's website, at
www.octagonalplc.com.

The Circular contains a proposal (the "Proposal") for the proposed amendment to
the Existing Investing Policy.

Enquiries:

Octagonal plc                           [phone]
Donald Strang
Hamish Harris

Cairn Financial Advisers LLP            [phone]
Nominated Adviser and Broker
James Caithie / Jo Turner / Carolyn
Sansom

Square Consulting                       [phone]
Public Relations
David Bick/ Mark Longson



  * Background to the Proposals

The strategy of the Directors at the time of the adoption of the Existing
Investing Policy was to pursue investments in companies and/or projects in the
natural resources and/or agriculture sectors, however, opportunities in other
sectors formed part of this investing policy. The Existing Investing Policy was
approved by Shareholders in a general meeting on 2 October 2013 at which time
the Company was also re-classified as an Investing Company (as defined in the
AIM Rules).

Despite considering a number of investment opportunities and acquisitions in
the natural resources and agriculture sectors, the Board has been unable to
identify suitable investments in those areas which, in the Directors' opinion,
could potentially add value to the Company. Therefore the Board began to look
at other sectors for investment opportunities and on 27 March 2014, the Company
announced its acquisition of a 9.97 per cent. stake in Global Investment
Strategy UK Limited, a London headquartered financial services company trading
in the global markets, including equities, fixed income, commodities, currency
and futures, using its proprietary online trading platforms and clearing and
safe custody systems. Whilst the investment in in Global Investment Strategy UK
Limited and the potential investments that the Directors are now considering
could be covered by the Existing Investing Policy, the Board considers it
appropriate to seek Shareholder approval to adopt a more specific investing
policy as detailed below. The consequence of this is that the natural resources
and/or agriculture sectors will no longer be a focus of the New Investing
Policy. The Board will continue to provide regular updates to Shareholders on
the investments made.

The Directors are, as set out in the Resolution, proposing to amend the
Existing Investing Policy to focus on investments in the financial services
sector.

  * Proposed amendments to the investing policy

The New Investing Policy, which is subject to Shareholder approval, represents
an amendment of the Company's Existing Investing Policy and is set out in full
below:

The Company's proposed New Investing Policy is to invest in and/or acquire
companies and/or projects within financial services sector with potential for
growth and/or if the Board considers there is an opportunity to generate an
attractive return for Shareholders.

In general, in selecting investment opportunities, the Board will focus on
businesses, assets and/or projects that are available at attractive valuations
and hold opportunities to unlock embedded value. The Directors intend to
mitigate risk by appropriate due diligence and transaction analysis. Where
appropriate, which will typically be in relation to unquoted investments, the
Board may seek to invest in businesses where it may influence the business at a
board level, add their expertise to the management of the business, and utilise
their significant industry relationships and access to finance. The ability to
work alongside a strong management team to maximise returns through revenue
growth will be something the Board will focus upon initially.

The Company's interests in a proposed investment and/or acquisition may range
from a minority position to full ownership. The proposed investments may be in
either quoted or unquoted companies; be made by direct acquisitions; and may be
in companies, partnerships, equity, debt or other loan structures, joint
ventures or direct or indirect interests in assets or projects.

There is no limit on the number of investments which the Company may make and
the Company's financial resources may be invested in a number of propositions
or in just one investment, which may be deemed to be a reverse takeover under
the AIM Rules. Any transaction constituting a reverse takeover under the AIM
Rules will also require Shareholder approval.

The Board expects that investments will typically be held for the medium to
long term, although short term disposal of assets cannot be ruled out if there
is an opportunity to generate an attractive return for Shareholders. The Board
will place no minimum or maximum limit on the length of time that any
investment may be held and in most circumstances, it will be dependent on
market conditions. The Company may be both an active and a passive investor
depending on the nature of the individual investment.

Where the Company builds a portfolio of related investments it is possible that
there may be cross holdings between such assets. The Board considers that as
investments are made, and new promising investment opportunities arise, further
funding of the Company may also be required. The Company does not currently
intend to fund any investments with debt or other borrowings but may do so in
future, if appropriate. The Board may also offer new Ordinary Shares by way of
consideration as well as cash, thereby helping to preserve the Company's cash
for working capital and as a reserve against unforeseen contingencies
including, for example, delays in collecting accounts receivable, unexpected
changes in the economic environment and operational problems.

The Company will not have a separate investment manager. The Company proposes
to carry out a comprehensive and thorough project review process in which all
material aspects of a potential project or business will be subject to rigorous
due diligence, as appropriate.

As an Investing Company, the Company will be required to make an acquisition or
acquisitions which constitutes a reverse takeover under the AIM Rules or
otherwise implement its proposed New Investing Policy on or before the date
falling twelve months from the adoption of the Existing Investing Policy
failing which, the Company's Ordinary Shares would then be suspended from
trading on AIM. In the event that the Company's Ordinary Shares are so
suspended and the Company fails to obtain Shareholders' consent to renew such
policy, the admission to trading on AIM would be cancelled six months from the
date of suspension.

  * General Meeting

Under the AIM Rules, the Company is required to seek the approval of
Shareholders for any material change to its investing policy and therefore an
ordinary resolution to approve the changes to the Company's Existing Investing
Policy will be proposed at the General Meeting.

The full text of the Resolution is set out in the Notice of General Meeting at
the end of the Circular.

The General Meeting is proposed to be convened at 11 a.m. on 18 September 2014
at 200 Strand, London WC2R 1DJ.

The following definitions apply throughout this announcement, unless the
context otherwise requires.

AIM                      a market of that name operated and regulated by the
                         London Stock Exchange

AIM Rules                the rules of the London Stock Exchange governing
                         admission to, and operation of, AIM and comprising the
                         AIM Rules for Companies and the AIM Rules for
                         Nominated Advisers, as amended from time to time

Board or Directors       the board of directors of the Company whose names are
                         set out in the Circular

Circular                 The circular posted to Shareholders today

Company                  Octagonal PLC, incorporated in England and Wales with
                         registered number 06214926

Existing Investing       the investing policy of the Company in force as at the
Policy                   date of the Circular

Form of Proxy            the form of proxy enclosed with the Circular

General Meeting          the general meeting of the Company convened for 11
                         a.m. on 18 September 2014 (or any adjournment
                         thereof), notice of which is set out at the end of the
                         Circular

London Stock Exchange    the London Stock Exchange PLC

New Investing Policy     the proposed investment policy that will be adopted by
                         the Company if the Resolution is passed, as set out on
                         page 5 of the Circular

Ordinary Shares          ordinary shares of 0.05p each in the capital of the
                         Company

Proposals                the proposed change of the investing policy set out in
                         the Circular

Resolution               the resolution to be proposed at the General Meeting
                         and contained in the Notice of General Meeting set out
                         at the end of this Circular

Shareholder              a registered holder of Ordinary Shares