Otium Ventures - Notice of AGM

Notice of AGM

Notice of Annual General Meeting

The Directors of the Company announce that it has today posted a circular to shareholders detailing the Proposed Acquisition of CEL and to convene its Annual General Meeting to be held at 11 a.m. on 22 December 2008 at The Space, 57-61 Mortimer Street, London W1W 8HS at which the following resolutions will be proposed:

ORDINARY BUSINESS

1.To re-elect Mr Paul Marks as a director of the Company

2.To re-elect Mr Lewis Findlay as a director of the Company

3.To re-elect Mr Alex Lubin as a director of the Company

4.To re-elect Mr Paul Seakens as a director of the Company

5.To re-elect Mr Damian Mifsud as a director of the Company

6.To reappoint Clarkson Hyde LLP as auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company and to authorise the Directors to fix their remuneration.

SPECIAL BUSINESS

To consider, and if thought fit, to pass the following as Ordinary Resolutions

THAT the proposed acquisition by the Company of Cheque Exchange Limited on the terms and subject to the conditions of the sale and purchase agreement dated 19 November 2008 between the Company and N&N Cheque Encashment Limited (the "Agreement") as described in the admission document ("Admission Document") sent to the Company's shareholders dated 25 November 2008 be and is hereby approved and the directors of the Company (or a duly constituted and authorised committee thereof) be and are hereby authorised to take all such action as they may deem necessary, expedient or appropriate in relation thereto and to conclude and implement the same and to carry the same into effect and to agree such modifications, variations, revisions, extensions, amendments and waivers of any terms and conditions of the Agreement or any documents relating thereto (provided such modifications, variations, revisions, extensions, amendments and waivers are not in the opinion of the directors of the Company or any such committee of a material nature) as they may in their absolute discretion think fit.
THAT the directors be and are hereby generally and unconditionally authorised (in substitution for all subsisting authorities to the extent unused, other than in respect of any allotments made pursuant to offers or agreements made prior to the passing of this resolution) for the purposes of section 80 of the Companies Act 1985 (the "Act") to exercise all the powers of the Company to allot relevant securities up to an aggregate nominal amount of £700,000 provided that this authority shall expire at the conclusion of the Company's next annual general meeting or, if earlier, on the date which is 15 months after the date of this resolution 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 offer or agreement as if this authority had not so expired. In this resolution the expression "relevant securities" and references to allotment of relevant securities shall have the same respective meanings as in section 80 of the Act.

To consider, and if thought fit, to pass the following resolutions as Special Resolutions

3.THAT, subject to the passing of the previous resolution, the directors be and are hereby empowered pursuant to section 95(1) of the Act (in substitution for all subsisting powers to the extent unused, other than in respect of any allotments made pursuant to offers or agreements made prior to the passing of this resolution) to allot equity securities for cash pursuant to the authority conferred by the previous resolution as if section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:

(a) in connection with an offer of equity securities by way of rights (or any other offer on a pre-emptive basis) where the equity securities are offered to the holders of ordinary shares in proportion to their respective holdings of ordinary shares on a fixed record date and (where applicable) to other holders of equity securities in accordance with the rights attaching to such equity securities, but subject, in each case, to such exclusions or other arrangements as the directors may deem to be necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange;

(b) in connection with the placing described in the Admission Document;

(c) in satisfaction of existing obligations of the Company under outstanding convertible loans made to the Company prior to the date hereof, up to an aggregate nominal amount of £34,252.55;

(d) in satisfaction of existing obligations of the Company under outstanding warrants issued prior to the date hereof, up to an aggregate nominal amount of £23,658.28;

(e) in satisfaction of existing obligations of the Company under share options granted to employees and directors prior to the date hereof, up to an aggregate nominal amount of £70,750.00;

(f) in satisfaction of obligations of the Company under any share options granted to employees and directors after the date hereof, up to an aggregate nominal amount of £27,676.92;

(g) otherwise than pursuant to paragraphs (a) to (f) above, up to an aggregate nominal amount of £186,098.14, and shall expire at the conclusion of the Company's next annual general meeting or, if earlier, the date which is 15 months after the date 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 such offer or agreement as if this power had not so expired. In this resolution the expression "equity securities" and references to allotment of equity securities shall have the same respective meanings as in section 94 of the Act.

4.THAT the Company’s Articles of Association be amended so that Article 51 be deleted and replaced with the following:

"51. Unless consent to short notice is obtained in accordance with the provisions of the Acts an annual general meeting or an extraordinary general meeting shall be called by at least fourteen clear days notice. Subject to the provisions of these Articles and to any restrictions imposed on any shares every notice of meeting shall be given to all the members all other persons who are at the date of the notice entitled to receive notices from the Company and to the Directors and Auditors."

The full text of the AGM Notice can be found below.

Posting of Circular regarding the Proposed acquisition of Cheque Exchange Limited, (CEL) to shareholders

Your attention is drawn to a seperate announcement released this morning by the Company that it has posted a circular to shareholders detailing the ProposedAcquisition of CEL and to convene its Annual General Meeting. Further details on the Proposed Acquisition can be found in that separate announcement.

Lifting of Suspension from Trading

A request has been made to the stock exchange to lift the suspension from trading as of 7:30 a.m. on 26 November 2008.

NOTICE OF ANNUAL GENERAL MEETING

HERTFORD INTERNATIONAL GROUP PLC

Company number 5874310

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at The Space, 57-61 Mortimer Street, London, W1W 8HS on 22 December 2008 at 11 am for the following purposes:

ORDINARY BUSINESS

1.To re-elect Mr Paul Marks as a director of the Company

2.To re-elect Mr Lewis Findlay as a director of the Company

3.To re-elect Mr Alex Lubin as a director of the Company

4.To re-elect Mr Paul Seakens as a director of the Company

5.To re-elect Mr Damian Mifsud as a director of the Company

SPECIAL BUSINESS

To consider, and if thought fit, to pass the following as Ordinary Resolutions

3. THAT the proposed acquisition by the Company of Cheque Exchange Limited on the terms and subject to the conditions of the sale and purchase agreement dated 19 November 2008 between the Company and N&N Cheque Encashment Limited (the "Agreement") as described in the admission document ("Admission Document") sent to the Company's shareholders dated 25 November 2008 be and is hereby approved and the directors of the Company (or a duly constituted and authorised committee thereof) be and are hereby authorised to take all such action as they may deem necessary expedient or appropriate in relation thereto and to conclude and implement the same and to carry the same into effect and to agree such modifications variations revisions extensions amendments and waivers of any terms and conditions of the Agreement or any documents relating thereto (provided such modifications variations revisions extensions amendments and waivers are not in the opinion of the directors of the Company or any such committee of a material nature) as they may in their absolute discretion think fit.

4. THAT the directors be and are hereby generally and unconditionally authorised (in substitution for all subsisting authorities to the extent unused, other than in respect of any allotments made pursuant to offers or agreements made prior to the passing of this resolution) for the purposes of section 80 of the Companies Act 1985 (the "Act") to exercise all the powers of the Company to allot relevant securities up to an aggregate nominal amount of £700,000 provided that this authority shall expire at the conclusion of the Company's next annual general meeting or, if earlier, on the date which is 15 months after the date of this resolution 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 offer or agreement as if this authority had not so expired. In this resolution the expression "relevant securities" and references to allotment of relevant securities shall have the same respective meanings as in section 80 of the Act.

To consider, and if thought fit, to pass the following resolutions as Special Resolutions

3. THAT, subject to the passing of the previous resolution, the directors be and are hereby empowered pursuant to section 95(1) of the Act (in substitution for all subsisting powers to the extent unused, other than in respect of any allotments made pursuant to offers or agreements made prior to the passing of this resolution) to allot equity securities for cash pursuant to the authority conferred by the previous resolution as if section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:

(b) in connection with the placing described in the Admission Document;

(c) in satisfaction of existing obligations of the Company under outstanding convertible loans made to the Company prior to the date hereof, up to an aggregate nominal amount of £34,252.55;

(d) in satisfaction of existing obligations of the Company under outstanding warrants issued prior to the date hereof, up to an aggregate nominal amount of £23,658.28;

(e) in satisfaction of existing obligations of the Company under share options granted to employees and directors prior to the date hereof, up to an aggregate nominal amount of £70,750.00

(f) in satisfaction of obligations of the Company under any share options granted to employees and directors after the date hereof, up to an aggregate nominal amount of £27,676.92;

4. THAT the Company’s Articles of Association be amended so that Article 51 be deleted and replaced with the following:

"51. Unless consent to short notice is obtained in accordance with the provisions of the Acts, an annual general meeting or an extraordinary general meeting shall be called by at least fourteen clear days notice. Subject to the provisions of these Articles and to any restrictions imposed on any shares, every notice of meeting shall be given to all the members, all other persons who are at the date of the notice entitled to receive notices from the Company and to the Directors and Auditors."

Date: 25 November 2008 By Order of the Board

Notes:

1. A member entitled to attend the meeting is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and, on a Poll, vote at the meeting. A proxy need not be a member of the Company. A member may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the member. A member wishing to appoint more than one proxy should contact the Company's registrars, SLC Registrars of Thames House, Portsmouth Road, Esher, Surrey, KT 10 9AD.

2. A form of proxy for use in relation to the meeting is enclosed. To be valid, the form of proxy 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 deposited with the Company's registrars, SLC Registrars, not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting. Completion and return of the form of proxy will not prevent a member from attending and voting at the meeting in person.

3. To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the number of votes that may be cast), ordinary shareholders must be entered in the register of members of the Company at 6.00 p.m. on 19 December 2008 (or, if the meeting is adjourned, at 6.00 p.m. on the day which is two days before the date fixed for the adjourned meeting). Changes to the register of members after the relevant deadline will be disregarded in determining the rights of any person to attend and/or vote at the meeting.

4. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting to be held on l 2008 and any adjournment(s) thereof by using 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 should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CRESTservice to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy, the revocation of a proxy appointment 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 by the latest time(s) for receipt of proxy appointments specified in this 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. After this time, any change of instructions to a proxy appointed through CREST should be communicated to the appointee by other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear 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, to procure that his CREST sponsor or voting service provider take) 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.

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.

5. Any person to whom this notice is sent who is not a member of the Company but who has been nominated by a member of the Company under section 146 of the Companies Act 2006 to enjoy information rights (a "nominated person") may have a right under an agreement between him and the member by whom he was nominated to be appointed, or to have someone else appointed, as a proxy for the meeting. Alternatively, if a nominated person has no such right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.

The statement of the rights of members in relation to the appointment of proxies in notes 1 to 4 above does not apply to nominated persons. The rights described in these paragraphs can only be exercised by ordinary shareholders of the Company.

In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate shareholder has appointed the chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the chairman and the chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of representation letter if the chairman is being appointed as described in (i) above.