CENTAUR MEDIA PLC — Proxy Solicitation & Information Statement 2013

Oct 29, 2013

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN DOUBT AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000.

COPIES OF THIS DOCUMENT ARE BEING SENT TO SHAREHOLDERS. IF YOU HAVE SOLD OR TRANSFERRED ALL OF YOUR ORDINARY SHARES IN THE COMPANY, PLEASE FORWARD THIS DOCUMENT TOGETHER WITH THE ACCOMPANYING FORM OF PROXY AS SOON AS POSSIBLE TO THE PURCHASER OR TRANSFEREE OR TO THE STOCKBROKER, BANK MANAGER OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR DELIVERY TO THE PURCHASER OR TRANSFEREE. IF YOU HAVE SOLD OR TRANSFERRED PART ONLY OF YOUR HOLDING OF ORDINARY SHARES, YOU SHOULD RETAIN THIS DOCUMENT AND CONSULT THE STOCKBROKER, BANK MANAGER OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED.

NOTICE OF GENERAL MEETING

___________________________________________________________________________

CENTAUR MEDIA PLC

(Incorporated in England and Wales with registered number 4948078)

___________________________________________________________________________

Notice of a General Meeting of the Company to be held at Wells Point, 79 Wells Street, London W1T 3QN at 12.30 p.m. on Wednesday 13 November 2013 is set out at the end of this document. A Form of Proxy for use at the Meeting is enclosed. Whether or not you intend to be present at the Meeting convened by the Notice, shareholders are requested to complete and return the Form of Proxy accompanying this document in accordance with the instructions set out therein to the Company's Registrars, Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL as soon as possible but in any event by no later than 12.30 p.m. on 11 November 2013.

CENTAUR MEDIA PLC

(Incorporated in England and Wales with registered number 4948078)

Directors:	Registered Office:
	Wells Point
Mr J P E Taylor (Chairman)	79 Wells Street
Mr M H Kerswell (Interim Chief Executive Officer)	London
Mr C J Satterthwaite (Non-executive Director)	W1T 3QN
Mr C Morrison (Non-executive Director)
Mr R W Boyle (Non-executive Director)
Miss R Miskin (Non-executive Director)
	25 October 2013

To holders of ordinary shares of 10p each in the Company and, for information purposes only, to holders of deferred shares of 10p each in the Company

Dear Shareholder,

General Meeting

I write to give Notice of a General Meeting to be held on 13 November 2013 at 12.30pm, immediately following the conclusion of the Annual General Meeting.

The articles of association of the Company (the "Articles") allow the Board to appoint any person to be a Director but any Director so appointed shall hold office only until the next Annual General Meeting. The Board appointed Andria Vidler as a Director after the notice of the Annual General Meeting had been given to shareholders, and therefore a separate General Meeting will be held in order for Andria to vacate office and to offer herself for election.

Notice of the General Meeting is given on page 4

Election of Andria Vidler as Director (ordinary resolution)

On 23 October 2013, the Company announced the appointment of Andria Vidler as a director and CEO of the Company with effect from 4 November 2013. Andria offers herself for election as proposed by this Resolution. Her biographical details are set out below:

For the last four years, Andria was CEO of EMI Music UK & Ireland during which time she successfully transformed the business into a high margin global rights management enterprise by driving consumer focus and digital innovation. From April 2008 to August 2009, she was CMO of Bauer Media. As part of the UK management team she was responsible for building the Bauer Media

brands to generate greater profitability across the portfolio of 53 magazines, 23 radio stations and all online products. Andria was MD of Magic FM & National Radio from June 2005 to April 2008. Prior to that, she held a number of managerial, operational and marketing roles at Capital Radio and the BBC.

Action to be taken

You will find enclosed with the Notice of General Meeting a Form of Proxy. Whether or not you intend to be present at the General Meeting, you are requested to complete the Form of Proxy and return it in accordance with the instructions printed thereon so that it is received as soon as possible and in any event by not later than 12.30 p.m. on 11 November 2013.

Completion and return of the Form of Proxy will not prevent you from attending the meeting and voting in person.

Location of meeting

The General Meeting will be held at Wells Point, 79 Wells Street, London W1T 3QN.

Recommendation

The Board believes that the resolution to be put to the General Meeting is in the best interests of the Company and of the shareholders as a whole and, accordingly, recommends that the shareholders vote in favour of the resolution. The Directors intend to do so in respect of their beneficial holdings of ordinary shares (in respect of which they have a power to exercise or direct the exercise of voting rights) which, in aggregate, amount to 1,690,317 ordinary shares representing 1.183% of the issued ordinary share capital of the Company.

Yours sincerely

JPE Taylor Chairman

NOTICE OF GENERAL MEETING

CENTAUR MEDIA PLC

(Incorporated in England and Wales with registered number 4948078)

NOTICE is hereby given that a General Meeting of Centaur Media plc (the "Company") will be held at Wells Point, 79 Wells Street, London W1T 3QN on Wednesday 13 November 2013 at 12.30 p.m. to consider and, if thought fit, to pass the following resolution which will be proposed as an ordinary resolution

ORDINARY RESOLUTION

To elect Andria Vidler as a Director

BY ORDER OF THE BOARD Date 25 October 2013

Claire Baty Company Secretary Wells Point 79 Wells Street London W1T 3QN

• 1. A member entitled to attend and vote at the Meeting convened by the above Notice is entitled to appoint a proxy to exercise all or any of the rights of the member to attend and speak and vote on his behalf. 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 that member. Any information or document relating to proxies for the Meeting may be delivered to proxies@shareregistrars.uk.com. The right to appoint a proxy does not apply to any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 (the "Act") to enjoy information rights (a "Nominated Person").
• 1. To appoint a proxy you may use the Form of Proxy enclosed with this Notice of General Meeting. To be valid, the Form of Proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of the same, in the case of member which is a corporation, must be given under its common seal or signed on its behalf by an attorney or duly authorised officer of the corporation, must be received by post or (during normal business hours only) by hand at Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey, GU9 7LL or by fax to 01252 719232, in each case no later than 12.30 p.m. on 11 November 2013.

Completion of the Form of Proxy will not prevent a member from attending and voting in person.

• 1. Any member or his proxy attending the Meeting has the right to ask any question at the Meeting relating to the business of the Meeting.
• 1. Pursuant to section 360B of the Act and Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), only shareholders registered in the register of members of the Company as at 12.30 p.m. on 11 November 2013 shall be entitled to attend and vote at the General Meeting in respect of the number of shares registered in their name at such time. If the Meeting is adjourned, the time by which a person must be entered on the register of members of the Company in order to have the right to attend and vote at the adjourned Meeting is 12.30 p.m. on the day preceding the date fixed for the adjourned Meeting. Changes to the register of members after the relevant times shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
• 1. In the case of joint holders, the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
• 1. If more than one valid proxy appointment is made in relation to the same share, the appointment last received before the latest time for the receipt of proxies will take precedence.
• 1. As at 24 October 2013 (being the last business day prior to the publication of this Notice) the Company's issued share capital consists of 150,207,960 ordinary shares, carrying one vote each, including 7,313,890 treasury shares. Therefore, the total voting rights in the Company as at 24 October 2013 are 142,894,070.
• 1. The information required to be published by section 311(A) of the Act (information about the contents of this Notice and numbers of shares in the Company and voting rights exercisable at the Meeting and details of any members' statements, members' resolutions and members' items of business received after the date of this notice) may be found at www.centaur.co.uk.
• 1. A Nominated Person may under an agreement between him/her and the member who nominated him/her, have a right to be appointed (or to have someone else appointed) as a proxy entitled to attend and speak and vote at the Meeting. Nominated Persons are advised to contact the member who nominated them for further information on this and the procedure for appointing any such proxy.
• 1. If a Nominated Person does not have a right to be appointed, or to have someone else appointed, as a proxy for the Meeting, or does not wish to exercise such a right, he/she may still have the right under an agreement between himself/herself and the member who nominated him/her to give instructions to the member as to the exercise of voting rights at the Meeting. Such Nominated Persons are advised to contact the members who nominated them for further information on this.