Ganapati plc - Notice of AGM

16 November 2015

GANAPATI PLC

(Incorporated in England and Wales under the Companies Act 2006 with Registered Number 8807827)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Ganapati plc (the "Company") will be held at the offices of Alexander David Securities Limited of 49 Queen Victoria Street, London, EC4N 4SA on Friday, 10 December 2015 at 9:00am for the following purposes:

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

1. THAT the accounts and reports of the directors and the auditors for the financial year ended 31 January 2015 be and are hereby received and adopted;

2. THAT Welbeck Associates be and is hereby re-appointed as auditors to the Company for the financial year ending 31 January 2016 and that the Directors be and are hereby authorised to determine the remuneration of Welbeck Associates as the auditors of the Company;

3. THAT Mr Anthony ("Tony") Drury as a Director who retires by rotation in accordance with Article 32.1 be and is hereby re-elected as a director of the Company.

4. THAT the 3,852,464 existing ordinary shares of £0.08 each (each an "Existing Ordinary Share") that are in issue as at 5:00pm on 10 December 2015 (the "Record Date") be sub-divided into 30,819,712 ordinary shares of £0.01 each (each a "New Ordinary Share"), such shares having the same rights and being subject to the same restrictions (save as to nominal value) as the existing ordinary shares of £0.08 each in the capital of the Company as set out in the Company's articles of association for the time being.

5. THAT in accordance with Section 551 of the Companies Act 2006 (as amended), the Directors be generally and unconditionally authorised in substitution for all existing authorities to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company, up to an aggregate nominal amount of £30,820, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution (unless previously revoked or varied by the Company in general meeting) save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

   Special Resolution

6. THAT the Directors be and are hereby empowered, pursuant to section 570 of the Companies Act 2006 (as amended) ("CA 06"), to allot equity securities (within the meaning of section 560 of CA 06) for cash pursuant to the authority conferred by resolution 5, as if section 56(1) of CA 06 did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities up to an aggregate nominal amount of £30,820, being approximately 10 per cent of the Company's issued share capital at the date of this notice, and shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, 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 an offer or agreement as if the power conferred hereby had not expired.

By order of the Board

Mr Anthony ("Tony") Drury
Chairman

Registered office:

30 Percy Street
London
W1T 2DB

Dated: 16 November 2015

Further Details of Subdivision:

1. The sub-division will take effect on the basis of eight (8) New Ordinary Shares for every one (1) Existing Ordinary Share held by the shareholders on Record Date. The subdivision will become effective on the 11 December 2015, upon which such shareholders will be credited with the New Ordinary Shares of £0.01, existing share certificates will cease to be valid and, may be destroyed. The new share certificates for the New Ordinary Shares of £0.01, will be posted to certificated shareholders within seven (7) days by first class post at the risk of the shareholders. A new ISIN and Sedol for the New Ordinary Shares will be issued which will become effective on the 11 December 2015.

Notes:

Appointment of Proxies

2. Every holder has the right to appoint some other person of their choice, who need not be a shareholder, to attend and act on their behalf (including to speak and to vote) at the meeting. If you wish to appoint a person other than the chairman of the Company, please insert the name of your chosen proxy holder in the space provided.

3. In the case of joint holders the vote of the person first named in the register of members of the Company tendering a vote will be accepted to the exclusion of the votes of the other joint holders.

4. To be effective, this form, completed and signed, and any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority, must be lodged at the office of the Company's registrars at: Share Registrars Ltd, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL, by 8 December 2015 at 9.00 a.m. (i.e. not less than 48 hours before the time of the meeting).

5. In the case of a shareholder which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any corporation which is a member of the Company can appoint one of more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.

6. To direct your proxy how to vote on the resolutions, mark the appropriate box with an "X". The "Vote Withheld" option is provided to enable you to abstain on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a 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.

7. In accordance with regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the register of members of the Company 48 hours before the time appointed for the meeting or any adjournment thereof. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

8. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact the registrars of the Company: Share Registrars Ltd, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL. To change your proxy instructions, please submit a new proxy form using the methods set out in these notes and the notes to the proxy form. To revoke your proxy you will need to notify the Company in writing by sending a hard copy notice to Share Registrars Ltd at the above address clearly stating your intention to revoke your proxy appointment, prior to the date and time set out in note 3.

9. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 7RA36) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

10. Any alterations made to the Proxy form should be initialled.

11. The completion and return of the Proxy form will not preclude a holder from attending, speaking and voting in person at the meeting. 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. If the Company is unable to determine which appointment was last validly received, none of them shall be treated as valid in respect of that share.

FORM OF PROXY

GANAPATI PLC

For use at the Annual General Meeting to be held at the offices of Alexander David Securities Ltd at 49 Queen Victoria Street London, EC4N 4SA at 9:00a.m. on 10 December 2015.

I/We ...............................................................................................................

(name in full in block capitals)

of ...................................................................................................................

(full postal address in block capitals)

.....................................................................................................................

being (a) member(s) of Ganapati plc (the "Company") hereby appoint the chairman of the meeting (See note 3 below) or

.......................................................................................................................

of ...................................................................................................................

as my/our proxy to attend and vote for me/us and on my/our behalf as directed below at the Annual General Meeting of the Company and at any adjournment of the meeting. This form of proxy relates to the resolutions referred to below and to any other business transacted at the meeting.

I/We instruct my/our proxy to vote as follows:

Ordinary Resolutions		For	Against		Abstain
1. To receive and adopt the Company's annual accounts for the financial year ended 31 January 2015 together with the directors' and auditors' reports thereon.
2. To re-appoint Welbeck Associated as auditors of the Company for the financial year ending 31 January 2016 and determine the remuneration as auditors of the Company.
3. To re-elect as director of the Company Mr Anthony ("Tony") Drury who retires by rotation.
4. To approve the sub-division of the 3,852,464 existing ordinary shares of £0.08 each (each an "Existing Ordinary Share") that are in issue as at 5:00pm on 10 December 2015 (the "Record Date") be sub-divided into 30,819,712 ordinary shares of £0.01 each (each a "New Ordinary Share").
5. To authorise the Directors to allot Relevant Securities up to an aggregate nominal amount of £30,820.
Special Resolutions
1. To authorise the directors of the Company to allot relevant securities up to an aggregate nominal amount of £30,820, being approximately 10 per cent. of the Company's share capital as the date of this notice.

Please indicate how you wish your proxy to vote by inserting "X" in the appropriate box above. If no indication is given, your proxy will be deemed to have the authority to vote or abstain at his/her discretion on the resolutions above and on any other business transacted at the meeting.

Dated.................................2015

Signature ........................................................