MEDIAZEST PLC - Notice of General Meeting

MediaZest Plc

("MediaZest" or the "Company”; AIM: MDZ)

Notice of General Meeting

MediaZest, the creative digital out-of-home advertising company, announces that it has posted to shareholders a circular containing a notice convening a general meeting of the Company to consider resolutions to grant options to Directors of the Company under the Company’s Enterprise Management Incentive Scheme (“the EMI Scheme”) and appoint each of the Directors to the Board following his retirement at the Annual General Meeting in accordance with the Articles of Association of the Company (the “GM”).

The GM is to be held at the offices of Nabarro LLP at 125 London Wall, London EC2Y 5AL, on 28 September 2015 at 10.15 a.m. or as soon thereafter as the Annual General Meeting on that day has concluded or been adjourned.

Below are extracts from the circular which will shortly be available on the Company's website: www.mediazest.com.

Enquiries:

Notes to Editors:

About MediaZest

MediaZest is a creative media agency and audio visual systems integrator that specialises in providing innovative marketing solutions to leading retailers, brand owners and corporations, but also works in the public sector in both the NHS and Education markets. The Group supplies an integrated service from content creation and system design to installation, technical support and maintenance. MediaZest was admitted to the London Stock Exchange's AIM market in February 2005. For more information, please visit www.mediazest.com

Extracts from the circular

The EMI Scheme was introduced in 2006 as a means of more closely aligning the interests of shareholders, senior management and employees whilst maintaining tight cost control over staff costs. Options under the EMI Scheme have not been granted for many years. Given the developments occurring for the Company at this time and the crucial period approaching in the next twelve months which are expected to deliver significant improvements in the Company’s performance, the Board believes now is an appropriate time to further incentivise long term profit maximisation in line with shareholder interests and therefore to grant options to those who will have made significant contributions to such increase in profits.

The Board proposes to grant 130,010,000 share options (representing 12.5% of the current issued share capital of the Company) at an exercise price of 0.35p per share, being the placing price of the Company’s last two placings in 2014 and 2013 and representing a premium of approximately 118 per cent. to 0.16p, the closing middle market price of the Company’s shares on 9 September, the business day before the publication of this letter. The options vest six months after grant and are exercisable for a period of 10 years after grant, subject to the conditions of the EMI Scheme. (The short vesting period reflects the contribution already made by the majority of recipients of options during the period since options were last granted under the EMI Scheme.) The majority of these options, 83,140,000, will be granted to Directors (as set out in the table below) (“the Director Options”).

Note: The table above does not refer to the 287,894 existing options of which 133,333 are held by Geoffrey Robertson.  These options are exercisable at 15p per share and expire on 31 October 2016.

The grant of the Director Options is a related party transaction under the AIM Rules for Companies. There are no independent directors for the purposes of the fair and reasonable opinion required under AIM Rule 13. Northland Capital Partners Limited, the Company’s nominated adviser, considers that the terms of the Director Options are fair and reasonable so far as the shareholders of the Company are concerned.