THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stock broker, bank manager, fund manager, solicitor, accountant or other appropriate independent financial adviser who is authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

If you sell or have sold or otherwise transferred all your Ordinary Shares, you should send this document together with the accompanying Form of Proxy at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. If you sell or have sold part only of your holding of Ordinary Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this document to any jurisdiction outside the United Kingdom should seek appropriate advice before taking any action. The distribution of this document and any accompanying documents into jurisdictions other than the United Kingdom may be restricted by law. Any person not in the United Kingdom into whose possession this document and any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Subject to Resolution 2 being passed, an application will be made to the UKLA for the category of the Company's listing of Ordinary Shares on the Official List to be transferred from premium listing to standard listing. Following the transfer to standard listing, the Ordinary Shares will continue to be traded on the London Stock Exchange's main market for listed securities.

Future plc

(Registered in England and Wales with registered number 03757874)

Proposed disposal of the Portfolio

and

Proposed transfer of the Company's listing category on the Official List from Premium to Standard

and

Notice of General Meeting

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Future in Part I of this document, which contains the unanimous recommendation of the Directors that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below.

Notice of a General Meeting of Future to be held at 2 Balcombe Street, London NW1 6NW, United Kingdom at 11.00 a.m. (London time) on 15 July 2014 is set out at the end of this document. A Form of Proxy for use at the General Meeting is enclosed and, to be valid, should be completed, signed and returned in accordance with the instructions printed thereon and be received by Future's registrar, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom so as to arrive no later than 11.00 a.m. (London time) on 11 July 2014 (or not less than 48 hours before the time fixed for any adjourned meeting). Shareholders may, if they so wish, register the appointment of a proxy or proxies electronically by logging on to Future's registrars' website at www.investorcentre.co.uk/eproxy where full details of the procedure are given. Electronic proxy appointments must be received by Computershare Investor Services PLC, so as to arrive no later than 11.00 a.m. (London time) on 11 July 2014 (or not less than 48 hours before the time fixed for any adjourned meeting). CREST members may appoint a proxy or proxies by completing and transmitting a CREST proxy instruction in accordance with the procedures described in the CREST manual so that it is received by Future's agent (ID 3RA50) by the latest time for receipt of proxy appointments specified above. Completing and returning a Form of Proxy or electronic proxy appointment or completing and transmitting a CREST proxy instruction will not prevent members from attending and voting in person should they wish to do so.

A summary of the action to be taken by Shareholders is set out on paragraph 9 of Part I of this document and in the Notice of General Meeting.

For a discussion of certain risk factors which should be taken into account when considering what action you should take in connection with the General Meeting, please see Part II of this document.

Numis Securities Ltd (Numis), which is authorised by the Financial Conduct Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Future and for no-one else in connection with the contents of this document and the Transactions, and will not be responsible to any person for providing the protections afforded to clients of Numis, nor for providing advice in connection with the contents of this document or the Transactions or any transaction, arrangement or other matter referred to in this document.

Save for the responsibilities and liabilities, if any, of Numis under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Numis assumes no responsibility whatsoever and makes no representations or warranties, express or implied, in relation to the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by Future, or on Future's behalf, or by Numis or on Numis' behalf and nothing contained in this document is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with Future or the Transactions. Numis accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this document or any such statement.

Capitalised terms have the meanings ascribed to them in Part VIII of this document.

This document is published on 26 June 2014

FORWARD-LOOKING STATEMENTS

This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms anticipates, believes, could, estimates, expects, intends, may, plans, projects, should or will, or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include, but are not limited to, statements regarding Future and its intentions, beliefs or current expectations concerning, among other things, results of operations, prospects, growth and strategies of Future.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of Future and its operations and the development of the markets and the industry in which it operates or is likely to operate and its operations may differ materially from those described in, or suggested by, the forward-looking statements contained in this document. In addition, even if the results of operations and the development of the markets and the industry in which Future operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in law and regulation, currency fluctuations or advancements in research and development and the other risk factors set out in Part II of this document and elsewhere in this document.

Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this document reflect Future's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Future and its operations, results of operations and growth strategy. Shareholders should specifically consider the factors identified in this document which could cause actual results to differ before making a decision on the Transactions.

Future does not undertake to update the forward-looking statements to reflect actual results or any change in events, conditions or assumptions or other factors unless otherwise required by the Prospectus Rules, the Disclosure and Transparency Rules and/or the Listing Rules.

The above explanatory wording regarding forward-looking statements does not in any way seek to qualify the statement regarding working capital that can be found at paragraph 11 of Part VII of this document.

SOURCES OF INFORMATION AND BASES OF CALCULATION

Unless otherwise stated, in this document:

^l The unaudited financial information relating to the Portfolio for the six months ended 31 March 2014 has been extracted without material adjustment from the underlying books and records used in preparing the unaudited interim consolidated financial information of the Group for the six months ended 31 March 2014. For the three years ended 30 September 2013, the financial information relating to the Portfolio has been extracted without material adjustment from the underlying books and records used in preparing the audited consolidated financial statements of the Group for the three years ended 30 September 2013, prepared in accordance with IFRS issued by the International Accounting Standards Board and interpretations issued by the International Financial Reporting Interpretations Committee and as adopted for use in the European Union.
^l References to "£" and "pence" are to the lawful currency of the United Kingdom.
^l Certain figures in this document have been subject to rounding adjustments. Accordingly, any apparent discrepancies in tables between the totals and the sums of the relevant amounts are due to rounding.

		Page
	Expected Timetable of Principal Events	5
Part I	Letter from the Chairman of Future plc	6
Part II	Risk Factors	13
Part III	Principal Terms of the Disposal	18
Part IV	Financial Information on the Portfolio	21
Part V	Pro Forma Statement of Net Assets of the Retained Group	23
Part VI	A Summary of the Differences between Standard and Premium Categories of Listing	27
Part VII	Additional Information	28
Part VIII	Definitions	35
Part IX	Notice of General Meeting	39

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates given are based on the Company's current expectations and may be subject to change. If any of the times or dates below change, the Company will give notice of the change by issuing an announcement through a Regulatory Information Service. Details of the revised times and/or dates will also be available on www.futureplc.com.

All times shown in this timetable are London times unless otherwise stated.

Event	Time and/or date
Transactions announced	29 May 2014
Posting of this Circular	26 June 2014
Latest time for receipt of CREST Proxy Instructions and Forms of Proxy for the General Meeting	11.00 a.m. on 11 July 2014
Future plc General Meeting to approve the Transactions	11.00 a.m. on 15 July 2014
Expected date of completion of the Disposal	21 July 2014
Expected date upon which the Proposed Transfer will become effective	The Company will give at least 20 Business Days' notice by RIS announcement of the date that the transfer will become effective and the earliest date the transfer can become effective is 13 August

2014(1)

⁽¹⁾ Assuming that Resolution 2 is passed at the General Meeting, the Company intends to issue an RIS giving the required 20 Business Days' notice on 15 July 2014.

PART I

LETTER FROM THE CHAIRMAN

Future plc

(Incorporated and registered in England with registered no. 03757874)

Directors

Peter Allen Zillah Byng-Maddick Manjit Wolstenholme Future plc Mark Whiteling 30 Monmouth Street Mark Wood Bath BA1 2BW

United Kingdom

26 June 2014

Dear Shareholder

Proposed disposal of the Portfolio and the proposed transfer of the Company's listing category on the Official List from Premium to Standard

1. INTRODUCTION

On 29 May 2014, Future announced the proposed sale of the portfolio consisting of the Sport Titles and the Craft Titles (the Disposal) to the Purchaser for the sum of up to £24 million.

The Disposal is of sufficient size to constitute a Class 1 transaction under the Listing Rules and is, therefore, conditional upon the approval of the Shareholders. The approval of over 50 per cent. of the Shareholders voting (whether in person or by proxy) at the General Meeting will be required.

The Board is also seeking authority to transfer the Company's listing category on the Official List. Shareholders will be asked to vote on the proposed transfer of the Ordinary Shares out of the category of a "premium listing (commercial company)'' on the Official List and into the category of a "standard listing (shares)" on the Official List (the Proposed Transfer).

Under the Listing Rules, the Proposed Transfer requires the Company first to obtain the prior approval of the Shareholders. The approval of at least 75 per cent. of the Shareholders voting (whether in person or by proxy) at the General Meeting will be required.

The Disposal and Proposed Transfer are together referred to as the Transactions in this document.

The Disposal and the Proposed Transfer are not conditional on each other. If Completion does not occur because shareholders do not vote in favour of Resolution 1 but Resolution 2 is passed, then your attention is drawn to the section headed "Importance of the Vote" in paragraph 10 of Part I below for further details of the consequences of Completion not occurring.

If the Proposed Transfer does not occur because Shareholders do not vote in favour of Resolution 2 but Completion occurs, then the Company will continue to maintain its premium listing on the Official List and will not benefit from the reduction in administrative costs generally and the greater degree of regulatory flexibility that a standard listing would provide. Please see paragraphs 6 and 10 of this Part I and Part VI for further information.

The purpose of this Circular is to provide details of the Transactions and to explain why the Board considers them to be in the best interests of the Company and Shareholders as a whole. The Directors are recommending that you vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own beneficial holdings of Ordinary Shares, being in aggregate 1,287,889 Ordinary Shares, representing approximately 0.39 per cent. of Future's issued ordinary share capital as at 20 June 2014 (the latest practicable date prior to the publication of this document).

Your attention is drawn to the section headed "Importance of the Vote" in paragraph 10 of Part I below for further details as to why you should vote on the Resolutions and given the Group's current financial position to paragraph 5 of Part I of this document.

2. STRATEGY OF THE GROUP

As announced on 29 May 2014, in light of the difficult trading conditions that the Group encountered in the six months to 31 March 2014 and following the appointment of Zillah Byng-Maddick as Chief Executive on 1 April 2014, the Company has carried out a root and branch review of all aspects of the Group's operations, has revisited basic principles and identified where the Group derives its intrinsic value, who its principal revenue stakeholders are and the structure required to more effectively serve those stakeholders. The Board's conclusion was that the Group, in its current form, had become too complex and lacked standardised procedures, leading to a lack of focus. This has meant that some activities, while revenue generating, are often low margin. Hence the Company has concluded that its operations should be simplified and that the Group should focus on areas where the Board sees the most potential for high margins.

On 1 May 2014, the Company informed all staff that the Group will undergo a transformative restructure: simplifying its business, removing distractions and focusing on its core strength: creating excellent, engaging and expert content that is channel-agnostic and connects consumers to experts, with opportunities to learn and engage; connects consumers to their peers; and connects the Group's engaged consumer audiences to its commercial partners. This is content which can be created for delivery wherever the Group's consumers want it – online, on mobile, in print, at events and beyond and it will only be created if it demonstrably supports the Group's strategy. In the light of the proposed strategic changes an information and consultation process under the collective redundancy requirements was commenced on 1 May 2014, involving all UK staff, a reflection of the extent to which all areas of the business are affected by the proposed new working practices. The proposed transformation of the Group reflects a functional approach to re-organising the business: with all the Group's content and marketing staff grouped under one member of senior management, focused on creating industry-leading content that connects with the Group's consumers. Likewise, the Group is grouping all commercial and consumer revenue activity under respective members of senior management. The Group is in the process of transforming its current IT division into a focused digital Product and Technology division, creating standardised platforms for all its digital offerings.

As part of that strategic review the Board has decided to focus on the Group's core activities, above all around the consumer technology audience. As a result of this the Board initiated a review of the portfolio of titles of the Group, which has ultimately led to the decision to dispose of the Sport Titles and the Craft Titles to the Purchaser.

Following Completion, the streamlining of the Group's consumer strategy – with an increased focus on the consumer technology market and a clear channel-neutral approach – allows for a simplification and standardisation of its digital advertising platforms and opportunities. Where appropriate the Group will also look to rationalise brand activity online in areas where consumers are less engaged in its brands but discover and value its content that reaches them through the strength of its search engine optimisation.

Though Future's print revenues have continued to decline, the Company considers that its consumers are highly-engaged and new revenue streams are possible. The Group's revised business model is based on the virtuous circle of engagement in two core content areas: reviews (when consumers are looking to make product purchase decisions and where the Group can derive e-commerce revenues) and 'how to' opportunities (when consumers want to learn more and are prepared to pay the Group to help them do so, through tutorials and events for example). These were the foundations of Future's initial success in the 1980s, and they will remain at the core of its strategic focus through the next phase of transformation.

Due to the Group's recent disappointing trading, (as noted above) and the expected costs of the restructuring in the light of the Group's new strategy it became apparent to the Board that the Group had to take steps to reduce its existing indebtedness under the Facilities Agreement and accordingly is proposing to implement the Disposal to significantly reduce its indebtedness. Assuming that the Disposal is completed, the Retained Group expects to receive (net of costs) approximately £18.8 million. All of these net proceeds will be used to prepay and cancel part of the outstanding amounts owing under the Facilities Agreement leaving up to £14.85 million of available commitments under the Amended Facilities Agreement. If any Deferred Consideration is paid to the Retained Group for the Craft Titles, such amounts will be used by the Company to prepay and cancel part of the then outstanding amounts owing under the Amended Facilities Agreement.

As part of its strategy the Group will continue to review its portfolio of titles and will consider, as appropriate, the disposal of any non-core assets.

In the light of the Group's strategy, the Board believes that the Proposed Transfer will reduce the Group's regulatory responsibilities and associated costs.

Your attention is drawn to the section headed "Importance of the Vote" in paragraph 10 of Part I below for details of what may happen if the Disposal is not completed.

3. BACKGROUND TO AND REASONS FOR THE DISPOSAL

Following a review of the Group's business and the markets in which the Group operates, the Board has determined that the Group's strategy to focus on core verticals, with an emphasis on consumer technology and the on-going transformation of the Group will be best served through the disposal of the Portfolio. The Board's decision to dispose of the Portfolio is also consistent with the Board's view that the Group had to take steps to reduce its existing indebtedness under the Facilities Agreement. The net proceeds of sale will be used to significantly reduce the Group's indebtedness under the Facilities Agreement. Please see paragraph 10 of this Part I for further information. As part of its strategy the Group will continue to review its portfolio of titles and will consider, as appropriate, the disposal of any non-core assets.

The Sport Titles comprise the magazine titles (in both print and digital format): Procycling, Cycling Plus, Mountain Biking UK, What Mountain Bike, Urban Cyclist and On Your Bike and the websites: bikeradar.com, cyclingnews.com, onyourbike.org and bikely.com.

The Craft Titles comprise the magazine titles (in both print and digital format): Mollie Makes, The Knitter, Simply Knitting, Crochet Today, Simply Crochet, Love Patchwork & Quilting, CrossStitcher, CrossStitch Collection, PaperCraftInspirations and Your Family Tree and the websites: molliemakes.com, theknitter.co.uk, simplyknitting.co.uk, simplycrochetmag.co.uk, crossstitchermagazine.co.uk, papercraftinspirationsmagazine.co.uk, lovepatchworkandquilting.com and yourfamilytreemag.co.uk.

4. PRINCIPAL TERMS OF THE DISPOSAL

The Company and its subsidiary Future Publishing have entered into the Asset Purchase Agreement with the Purchaser for the sale and purchase of the Portfolio comprising the Sport Titles and the Craft Titles for a total aggregate consideration of up to £24 million. Under the terms of the Asset Purchase Agreement:

(a) The Purchaser will pay £20 million in cash to Future Publishing for the Portfolio on Completion and Future Publishing will also be entitled to retain approximately £2 million of magazine subscriptions deferred revenue. A further sum of up to £2 million (the Deferred Consideration) will be paid to Future Publishing on an unconditional "Phase I" clearance by the CMA. In the event that the CMA does not grant an unconditional Phase I clearance, and the Purchaser agrees to divest any of the Craft Titles to obtain a Phase I clearance if the proceeds of such sale (after the deduction of certain agreed costs of up to £100,000 (inclusive of VAT)) are less than the agreed values attributed to such titles, such shortfall shall be deducted from the Deferred Consideration due to Future Publishing and the balance (if any) will be paid over to Future Publishing; and
(b) The Company and Future Publishing have jointly and severally agreed to pay a break fee to the Purchaser of £150,000 (inclusive of VAT) in certain circumstances. These include, inter alia, if the Company's Shareholders do not vote in favour of the Disposal or if the Board does not recommend the transaction or withdraws its recommendation.

The Disposal is conditional only on the passing of Resolution 1 by the Shareholders at the General Meeting.

Under the terms of the Disposal, Future Publishing has also agreed to provide certain transitional services to the Purchaser.

Further details of the terms of the Disposal are set out in Part III of this Circular.

5. USE OF PROCEEDS AND FINANCIAL EFFECTS OF THE DISPOSAL ON THE RETAINED GROUP

Although the net cash proceeds of the Disposal will strengthen the Company's balance sheet and enhance its financial flexibility by allowing it to reduce its indebtedness under the Facilities Agreement, the Disposal is expected to be dilutive to earnings per Ordinary Share. In the year ended 30 September 2013, the Portfolio generated an operating profit (excluding allocation of central Group and corporate costs) of £6.2 million on turnover of £23.7 million.

Assuming that the Disposal is completed the Retained Group expects to receive (net of costs) approximately £18.8 million. All of these net proceeds will be used to prepay and cancel part of the outstanding amounts owing under the Facilities Agreement leaving up to £14.85 million of available commitments under the Amended Facilities Agreement. If any Deferred Consideration is paid to the Retained Group for the Craft Titles, such amounts will be used by the Company to prepay and cancel part of the then outstanding amounts owing under the Amended Facilities Agreement.

An unaudited pro forma statement of net assets illustrating the effect of the Disposal on the Retained Group's net assets as at 31 March 2014 as if the Disposal had been undertaken at that date is set out in Part V of this document. This information has been prepared for illustrative purposes only. It shows that, taking into account the net proceeds from the Disposal, it would have led to a pro forma movement in net assets from £36.7 million to £37.8 million as at 31 March 2014, and that net debt would have been reduced from £7.8 million to net cash £11.0 million at the same date. As at 20 June 2014 the net debt of the Retained Group was £12.6 million.

6. BACKGROUND TO AND CONSEQUENCES OF TRANSFER TO STANDARD LISTING

The Board believes the Proposed Transfer would align the Company's regulatory responsibilities and associated costs thereof with the Company's size. The Board has concluded that it is appropriate to transfer the listing of the Ordinary Shares of the Company from the category of "premium listing (commercial company)" on the Official List and into the category of "standard listing" on the Official List. The Board believes this transfer will reduce administrative costs generally and increase flexibility. In particular, if the Proposed Transfer takes place, the Company will not normally be required to produce a circular and seek prior shareholder approval in connection with the disposal (or acquisition) of assets which exceed certain size criteria and this will enable the Company to implement any other transactions, such as further disposals (or acquisitions), which might be in the interests of the Company in a shorter timescale and at lower expense. A standard listing requires the issuer to comply with the minimum regulatory requirements imposed by the EU that apply to all securities that are admitted to trading on EU regulated markets. As an issuer with a standard listing, the Company will remain subject to the Listing Rules (as applicable to a company whose equity shares have a standard listing), the Prospectus Rules and the Disclosure and Transparency Rules, however it will not be required to comply with super-equivalent provisions of the Listing Rules which apply to companies with a premium listing. Such super-equivalent provisions include:

(a) certain continuing obligations set out in Chapter 9 of the Listing Rules such as providing pre-emption rights to shareholders, the Model Code, certain rules regarding employee share schemes and long-term incentive plans, certain rules regarding the conduct of rights issues, open offers and placings and certain disclosures in annual financial reports;
(b) complying with or explaining against the UK Corporate Governance Code (although the Company will still be required to make a corporate governance statement under paragraph 7.2 of the Disclosure and Transparency Rules);
(c) complying with the requirement to obtain shareholder consent by way of special resolution for the cancellation of the listing of any of its shares as set out in Chapter 5 of the Listing Rules; and

(d) complying with provisions in Chapters 10 and 11 of the Listing Rules relating to significant and related party transactions.

The higher level of regulation contained in the super-equivalent provisions referred to above has been designed to offer shareholders in premium listed companies additional rights and protections. Accordingly, investors should be aware that any investment in a company that has a standard listing is likely to carry a higher risk than an investment in a company with a premium listing.

The transfer to standard listing will not affect the way in which shareholders buy or sell Ordinary Shares and, following the transfer, existing share certificates in issue in respect of Ordinary Shares will remain valid. The Ordinary Shares will also continue to be eligible to be held in ISAs (individual savings accounts) and SIPPs (self-invested personal pensions). As for a company with a premium listing, a company with a standard listing is still required to have a minimum of 25 per cent. of its shares in public hands and will continue to be obliged to publish a prospectus when issuing new shares to the public unless such issue falls within one of the permitted exemptions. Companies with standard listings are also still required to disclose inside information to the market and to comply with the provisions of the Disclosure and Transparency Rules including to make notifications of dealings in shares. They must also prepare annual audited financial reports, half yearly financial reports and interim management statements to the same standards and within the same timeframe as companies with a premium listing are required to do.

A more detailed summary of the differences between the regulatory requirements of companies with a standard listing and those with a premium listing is contained at Part VI of this document. While the Ordinary Shares have a standard listing, they will not be eligible for inclusion in the UK series of FTSE indices.

7. RESOLUTIONS PROPOSED AT THE GENERAL MEETING

As outlined above, each of the Transactions is conditional on the approval of Shareholders. This will be sought at the General Meeting to be held at 11.00 a.m. (London time) on 15 July 2014 at 2 Balcombe Street, London NW1 6NW, United Kingdom. A notice convening the General Meeting, at which the Resolutions will be proposed, is set out at the end of this document.

8. FURTHER INFORMATION

Your attention is drawn to the further information set out in Parts II to VIII of this document and, in particular, to the risks and uncertainties which you should take into account when considering whether to vote in favour of the Resolutions, in Part II of this Circular. You are advised to read the whole of this document and not just rely on the summary information presented above.

9. ACTION TO BE TAKEN

You will find enclosed with this document a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed on it and return it so as to be received by Future's registrar, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom so as to arrive no later than 11.00 a.m. (London time) on 11 July 2014 (or not less than 48 hours before the time fixed for any adjourned meeting). Shareholders may, if they so wish, register the appointment of a proxy or proxies electronically by logging on to Future's registrars' website at www.investorcentre.co.uk/eproxy where full details of the procedure are given. Electronic proxy appointments must be received by Computershare Investor Services PLC so as to arrive no later than 11.00 a.m. (London time) on 11 July 2014 (or not less than 48 hours before the time fixed for any adjourned meeting). CREST members may appoint a proxy or proxies by completing and transmitting a CREST proxy instruction in accordance with the procedures described in the CREST manual so that it is received by Future's agent (ID 3RA50) by the latest time for receipt of proxy appointments specified above.

Completing and returning a Form of Proxy or electronic proxy appointment or completing and transmitting a CREST proxy instruction will not prevent you from attending the meeting and voting in person if you wish.

10. IMPORTANCE OF VOTE

Position if the proceeds of the Disposal are received

As at 20 June 2014 (being the latest practicable date prior to the publication of this document) the amount utilised under the Facilities Agreement was £16.5 million.

If the Disposal is completed the Retained Group expects to receive (net of costs) approximately £18.8 million. All of these net proceeds will be used to prepay and cancel part of the outstanding amounts owing under the Facilities Agreement, leaving up to £14.85 million of available commitments under the Amended Facilities Agreement. If any Deferred Consideration is paid to the Retained Group for the Craft Titles, such amounts will be used by the Company to prepay and cancel part of the then outstanding amounts owing under the Amended Facilities Agreement.

The Amended Facilities Agreement is subject to (among other things) the Disposal occurring. The Amended Facilities Agreement is intended to take effect on the date of the Disposal. If the Amended Facilities Agreement comes into effect on the Disposal occurring then the financial covenants in the Facilities Agreement shall be replaced with new financial covenants based on an agreed base case model.

Position if the proceeds of the Disposal are not received

If Resolution 1 is not passed the Group will not receive the net cash proceeds of the Disposal. If the Initial Consideration is not received by 28 August 2014 then the Amended Facilities Agreement will not take effect and amend the terms of the Facilities Agreement.

The Group manages its liquidity through available cash and borrowings made available under the Facilities Agreement. The Facilities Agreement contains certain financial covenants which are tested every three months (based on the position as at 31 December, 31 March, 30 June and 30 September each year). A breach of these financial covenants would result in an event of default under the Facilities Agreement. The Group's banks have agreed to extend the test date for these financial covenants from the 12 month period ending 30 June 2014 to the 12 month period ending 31 July 2014.

If the Group does not receive the proceeds of the Disposal by 28 August 2014, the Board expects that the Company will breach the debt to EBITDA covenant when it is tested in respect of the twelve month period ending 30 June 2014. The compliance certificate in respect of such test date is due to be delivered to the lenders on 28 August 2014. Accordingly the Group is likely to be in breach of such financial covenant if the Disposal does not occur by 28 August 2014. This is because the Group expects to be in breach of the financial covenant tested for the period ending 30 June 2014. In anticipation of a breach of the financial covenant, the Group would first proactively enter into discussions with the current lenders under the Facilities Agreement to negotiate a temporary waiver or an amendment to such financial covenant with a view to avoiding an event of default under the Facilities Agreement. In the event that such discussions were unsuccessful the Group would have to explore alternative courses of action in order to have sufficient cash resources to repay the then outstanding amounts under the Facilities Agreement if the lenders decided to accelerate repayment of amounts due under the Facilities Agreement. As at 20 June 2014 (being the latest practicable date prior to the publication of this document), the amount utilised under the Facilities Agreement was £16.5 million. These courses of action could include, in the first instance, agreeing transitional arrangements with the lenders followed by seeking to obtain equity or debt financing. The Group may also seek to dispose of other assets. Although each of these actions is realistically available to the Company, the outcome of each lies outside the full control of the Company and, as a result, the Directors are not confident that any will be successful in raising sufficient funds in a suitable timeframe in order for the Group to repay amounts owing under the Facilities Agreement.

If none of these courses of actions were successful following discussions with the Group's current lenders after the covenant breach on 28 August 2014, the Company would no longer be able to continue to trade as a going concern, resulting in administration or other insolvency proceedings. However, the Company has obtained irrevocable undertakings from Shareholders representing approximately 47.79 per cent. of the Ordinary Shares to vote in favour of the Disposal.

Accordingly it is very important that the Shareholders vote in favour of Resolution 1 in order that the Disposal can proceed and the Amended Facilities Agreement can become unconditional.

Position if the Proposed Transfer does not take place

If Resolution 2 is not passed then the Proposed Transfer will not take place.

If the Proposed Transfer does not take place, the Company will not benefit from the associated reduction in administrative costs generally and a greater degree of regulatory flexibility than it has at present.

11. PROFIT FORECAST OF 14 MARCH 2014

In its trading update of 14 March 2014, the Company indicated that:

"Following our update to the market on 3 February 2014, the downturn in trading we saw in the latter part of the first quarter has continued in January [2014] and February [2014]. This has led the Board to conclude that the EBITDAE out-turn for the full year is anticipated to be below normalised FY13 and therefore below market forecasts for FY14."

The latter sentence constituted a "profit forecast" within the meaning of the Listing Rules. Under Listing Rule 13.5.33 the Company must, inter alia, include the profit forecast in this document and explain why the profit forecast is no longer valid and why reassessment of the profit forecast is not necessary for the purposes of Listing Rule 13.3.1R(3) .

The Directors of the Company believe that the profit forecast is no longer valid and that reassessment of the profit forecast is not necessary for the purposes of Listing Rule 13.3.1R(3) for the following reasons:

(a) On 28 March 2014, the Company announced an acceleration of the digital transition in its US business, with a number of support functions moving to the UK and the Group's US headcount reducing by approximately one third;
(b) As announced on 29 May 2014, the Group has embarked on a review of the organisation and in the UK is currently consulting with the whole of its UK staff on a transformative restructuring programme which the Board believes will simplify the Retained Group's business and reduce ongoing costs. The significant anticipated reduction in costs and one-off restructuring costs which the Retained Group will incur will be another factor making the profit forecast no longer valid; and
(c) The profit forecast published on 14 March 2014 assumed that the assets of the Group would include the Portfolio. Following Completion, the Portfolio will no longer be part of the Retained Group.

12. RECOMMENDATION

The Board has received financial advice from Numis in relation to the Disposal. In providing financial advice to the Board, Numis relied on the Board's assessment of the commercial merits of the Disposal.

The Board considers that the Transactions are in the best interests of Shareholders as a whole and, accordingly, unanimously recommends that all Shareholders vote in favour of the Resolutions at the General Meeting, as the Directors intend to do in respect of their own beneficial shareholdings which amount to 1,287,889 Ordinary Shares representing approximately 0.39 per cent. of the Company's existing total voting share capital. In addition, the Company has obtained irrevocable undertakings from other Shareholders to vote in favour of the Resolutions in respect of 158,146,560 Ordinary Shares representing approximately 47.4 per cent. of the Company's existing total voting share capital.

Yours faithfully

Peter Allen Chairman

PART II

RISK FACTORS

Prior to making any decision to vote in favour of the Resolutions, Shareholders should carefully consider all the information contained in this document and the documents incorporated by reference herein, including, in particular, the specific risks and uncertainties described below. The risks and uncertainties set out below are those which the Directors believe are the material risks relating to the Transactions, material new risks to the Company as a result of the Transactions or existing material risks to the Company which will be impacted by the Transactions. If any, or a combination, of these risks actually materialise, the business operations, financial condition and prospects of the Company and the Group (or Retained Group (as applicable)), as appropriate, could be materially and adversely affected. The risks and uncertainties described below are not intended to be exhaustive and are not the only ones that face the Company or the Group (or Retained Group (as applicable)). The information given is as at the date of this document and, except as required by the FCA, the London Stock Exchange, the Listing Rules and DTRs (and/or any regulatory requirements) or applicable law, will not be updated. Additional risks and uncertainties not currently known to the Directors or that they currently deem immaterial, may also have an adverse effect on the business, financial condition, results of operations and prospects of the Company and the Group (or Retained Group (as applicable)). If this occurs, the price of Ordinary Shares may decline and Shareholders could lose all or part of their investment.

RISKS RELATING TO THE DISPOSAL

Completion of the Disposal is subject to shareholder approval

As at 20 June 2014 (being the latest practicable date prior to the publication of this document) the amount utilised under the Facilities Agreement was £16.5 million.

If the Initial Consideration is not received by 28 August 2014 then the Amended Facilities Agreement will not take effect and amend the terms of the Facilities Agreement.

If the Group does not receive the proceeds of the Disposal by 28 August 2014, the Board expects that the Company will breach the debt to EBITDA covenant when it is tested in respect of the 12 month period ending 30 June 2014. The compliance certificate in respect of such test date is due to be delivered to the lenders on 28 August 2014. Accordingly the Group is likely to be in breach of such financial covenant if the Disposal does not occur by 28 August 2014. This is because the Group expects to be in breach of the financial covenant tested for the period ending 30 June 2014. In anticipation of a breach of the financial covenant, the Group would first proactively enter into discussions with the current lenders under the Facilities Agreement to negotiate a temporary waiver or an amendment to such financial covenant with a view to avoiding an event of default under the Facilities Agreement. In the event that such discussions were unsuccessful the Group would have to explore alternative courses of action in order to have sufficient cash resources to repay the then outstanding amounts under the Facilities Agreement if the lenders decided to accelerate repayment of amounts due under the Facilities Agreement. As at 20 June 2014 (being the latest practicable date prior to the date of publication of this document) the amount utilised under the Facilities Agreement was £16.5 million. These courses of action could include, in the first instance, agreeing transitional arrangements with the lenders followed by seeking to obtain equity or debt financing. The Group may also seek to dispose of other assets. Although each of these actions is realistically available to the Company, the outcome of each lies outside the full control of the Company and, as a result, the Directors are not confident that any will be successful in raising sufficient funds in a suitable timeframe in order for the Group to repay amounts owing under the Facilities Agreement. If none of these courses of actions were successful following discussions with the Group's current lenders after the covenant breach on 28 August 2014, the Company would no longer be able to continue to trade as a going concern, resulting in administration or other insolvency proceedings. However, the Company has obtained irrevocable undertakings from Shareholders representing approximately 47.79 per cent. of the Ordinary Shares to vote in favour of the Disposal.

The Group may not realise the perceived benefits of the Disposal if it does not complete

The Board is of the opinion that the Disposal is in the best interests of Shareholders as a whole and that it currently provides the best opportunity to realise value for the Group's interest in the Portfolio.

If the Disposal does not complete, the Group will not receive the net cash proceeds due to it for the disposal of the Portfolio and may experience difficulty in finding an alternative purchaser for the Portfolio in the future or realising its interest in these on the same or better terms as those offered pursuant to the Disposal.

No Deferred Consideration may be payable to Future Publishing

Under the terms of the Asset Purchase Agreement, Future Publishing is entitled to the sum of £20 million in cash for the Portfolio on Completion and Future Publishing will also be entitled to retain approximately £2 million of magazine subscriptions deferred revenue. A further sum of up to £2 million (being the Deferred Consideration), will be paid to Future Publishing on an unconditional "Phase 1" clearance by the CMA. In the event that the CMA does not grant an unconditional Phase I clearance and the Purchaser agrees to divest any of the Craft Titles to obtain a Phase I clearance, if the proceeds of such sale (after the deduction of certain agreed costs of up to £100,000 (inclusive of VAT)) are less than the agreed values attributed to such titles by the Purchaser, such shortfall shall be deducted from the Deferred Consideration due to Future Publishing and the balance (if any) will be paid over to Future Publishing. Accordingly, the Deferred Consideration could be a sum which is significantly lower than £2 million and could be zero.

Warranties and indemnities in the Asset Purchase Agreement

The Asset Purchase Agreement contains certain warranties and indemnities given by Future Publishing, a subsidiary of the Company, in favour of the Purchaser in respect of the Portfolio. If Future Publishing is required in the future to make payments in respect of any of these warranties or under any of these indemnities, this may have an adverse effect on the Retained Group's cash flow and financial condition.

The aggregate liability of Future Publishing for breaches of the Asset Purchase Agreement shall not exceed the aggregate of £22 million. Further details of the Asset Purchase Agreement are set out in Part III of this document.

If the Disposal does not complete the Company and Future Publishing will be required in certain circumstances to pay a break fee to the Purchaser

The Company and Future Publishing have jointly and severally agreed to pay a break fee to the Purchaser of £150,000 (inclusive of VAT) in certain circumstances. These include, inter alia, if the Shareholders do not vote in favour of the Disposal or if the Board does not recommend the Disposal or withdraws its recommendation. For further details of the circumstances in which the break fee is payable please see Part III of this document.

RISKS RELATING TO THE RETAINED GROUP AND TO INDUSTRY AND MARKETS IN WHICH THE RETAINED GROUP OPERATES

The cyclicality of advertising revenues, in particular the severe impact of economic conditions on the advertising market

The Retained Group's results are impacted by factors outside its control such as the prevailing economic climate, levels of employment, disposable income, interest rates, consumer sentiment and consumer perception of economic conditions. In particular, advertising revenues are cyclical and substantially dependent upon prevailing economic conditions. Advertising revenue has historically been cyclical, with less being spent on advertising in times of economic downturn. The Retained Group is at risk from the on-going weakness in advertising particularly in categories such as Games and Technology. Despite a more positive outlook, in the markets in which the Retained Group operates, in the current economic climate forecasting financial performance remains challenging given the extent to which the Retained Group is dependent upon economic trends. To the extent that the current economic environment in the Retained Group's markets declines or does not improve, or improves over an extended period of time only, the Retained Group's business, operating results, financial condition or prospects may be materially and adversely affected.

Print magazines face competition for advertising revenue and the emergence of new forms of competition within the media industry may lead to a loss of market share and/or a fall in circulation

The Retained Group's competitive position in its key markets and core verticals depends on the relative strength of its competitors in those markets, including the size of such competitors, and the extent and nature of such competition. New forms of competition are evolving as new media forms and technologies develop, any of which may change the concentration on print media and lead to a further fall in print magazine circulation and print advertising revenue as competitors increasingly focus on digital media formats. The depth of financial resources of the Retained Group may not be as great as some of its competitors, some of whom may allocate greater resources to a particular market segment or geographical location than the Retained Group. Any of these factors could have a material adverse effect on the Retained Group's business, results of operations and overall financial condition.

The Retained Group's business is, therefore, subject to various competitive challenges and the failure to respond to such challenges may result in a decline in circulation, readership and/or advertising revenue. These competitive challenges could have a material adverse effect on the Retained Group's business, operating results, financial condition or prospects.

In addition, if the various initiatives in respect of the on-going development and evolution of the Retained Group, particularly in relation to its digital strategy which comprises, amongst other initiatives, rationalisation of the Retained Group's websites, an increase in digital advertising, further investment in paywalls and e-commerce (where there is an existing market leading position and/or a clear platform for growth), and the re-design of our web platforms, are unsuccessful or are not delivered within the targeted timescales, and/or the Retained Group fails to introduce more innovative and customised products as quickly or as effectively as its competitors (or it otherwise fails to compete successfully with its competitors), this may have a material adverse effect on the Retained Group's business, operating results, financial condition or prospects.

Falling print circulation volumes may adversely affect print circulation and advertising revenue

In common with the majority of media businesses, the Retained Group's revenues are dependent on circulation volumes and print advertising, with revenue from circulation having increased as a percentage of overall revenue given the decline in advertising revenue. Competition for advertising among magazine publishers is largely based upon circulation, readership and content. While circulation volumes for the Retained Group's titles have declined over recent years, a number of the Retained Group's titles continue to retain market leading positions, in terms of both circulation and readership in their key markets and core verticals.

Competition for advertising in the markets in which the Retained Group operates has intensified with the growth of online businesses, which, together with the uncertain economic conditions in the markets in which the Retained Group operates over recent years, has contributed to a decline in the aggregate circulation of consumer print copy sales. Any inability to compete successfully with such online and other competitors, or the costs of doing so by the introduction of new products and strategies, could have a material adverse effect on the Retained Group's business, results of operations and overall financial condition.

Internet advertising may replace advertising revenue from traditional media

The Retained Group's print and digital advertising products face substantial competition for advertising revenues from a variety of sources, such as newspapers, television, radio and other forms of media; and, increasingly, advertising-supported digital products that provide news, product reviews and information, including web sites and digital applications, news and review aggregators and social media sites. In recent years, there has been a shift from traditional print media towards digital advertising, which can be less expensive and offer more measurable returns than traditional print media. Competition from these media and services, as well as increased product offerings in the digital marketplace, may affect the Retained Group's ability to attract and retain advertisers and consumers and to maintain or increase its advertising rates, which would adversely affect advertising revenues. In the event that customers choose to advertise over the internet rather than in print magazines and the Retained Group does not innovate quickly or effectively enough to provide a medium to advertisers, this could result in lower than expected revenues, which could have a material adverse effect on the Retained Group's business, results of operations and overall financial condition. Failure by the Retained Group to build out its digital strategy or to do so as quickly or as effectively as its competitors, could have a material adverse effect on the Retained Group's business, results of operations, overall financial condition and prospects.

Unforeseen or rapid changes in technology relating to printing, digital or other distribution platforms may result in higher than expected capital expenditure and/or a loss of competitive positioning relative to other market players

Capital expenditure on digital technology, intellectual property and other assets can be significant. It is difficult to predict future changes and the cost of updating, renewing or replacing existing technologies and the impact of this on the Retained Group's operating performance. Were a significant change to occur that required material unforeseen expenditure, this could have a material adverse effect on the Retained Group's business, results of operations and overall financial condition.

Failure to implement the Retained Group's strategy to build out its digital capability

The future success of the Retained Group depends on the successful implementation of its strategy, including the on-going development of its non-print assets. Management believe that the Retained Group has successfully created or transitioned a number of its brands to online and digital platforms, including accessibility via PC, smartphone and tablet. The Board recognises, however, that success in continuing to grow these online platforms' respective global visits and monthly page impressions and sales through digital newsstands is key to the on-going development of the Retained Group's digital capability and finding further ways to monetise its audience in the digital space.

It is possible that implementation of the Retained Group's strategy to continue to build its digital capability, through the delivery of new media products and growth of the Retained Group's digital operations, may result in a shift from the Retained Group's print advertising products to digital products causing a reduction in advertising revenues, particularly if online advertising rates remain lower than print advertising rates.

Any such shift or any failure of the digital market to grow as anticipated may have an impact on projected growth including, in particular, a shortfall of revenue which could have a material adverse effect on the Retained Group's business, results of operations and overall financial condition. Furthermore the level of investment required to implement the Retained Group's digital strategy may be greater than is expected. If the Retained Group's strategy to grow its digital revenues and to grow further its digital subscriber base is not successful and if the Retained Group is unable to maintain its digital audience for advertising sales, the Retained Group's business, financial condition and prospects may be adversely affected.

The Retained Group uses and grants licences to various types of third-party content and is responsible for any intellectual property or other infringement relating to the same, and if infringed this could result in actions against the Retained Group and/or a reduction in the value of its own intellectual property

The Retained Group depends on using and granting licences to its licensees to use various types of third-party content including music, audio-visual material, photos, images and text. As a publisher, the Retained Group is responsible for any intellectual property or other infringement relating to the same and as licensor, the Retained Group is responsible to its licensees. Unauthorised parties may attempt to copy or otherwise obtain and use the Retained Group's content and other intellectual property. Advances in technology have exacerbated the risk by making it easier to duplicate and disseminate content. If the Retained Group is unable to protect and enforce its intellectual property rights or is found liable of significant infringements of third party intellectual property rights through its own acts or those of its licensees, the Retained Group may not realise the full value of its intellectual property and this could have a material adverse effect on the Retained Group's business and results of operations.

The possibility of failures or interruptions in the Retained Group's information technology systems could materially impact the Retained Group's day-to-day operations

The Retained Group is reliant on its information technology for the provision of information regarding most aspects of its financial and operational performance, including, but not limited to, circulation, advertising and costs information, as well as the delivery of its products, either printed, through the Retained Group's websites or to digital newsstands. Interruption in the Retained Group's IT systems could be caused by a number of factors including as a result of human error, malfunction, damage, fire, natural disasters, power loss or malicious activities including computer hackings and computer viruses. IT disaster recovery plans and contingency plans have been prepared by the Retained Group but there can be no certainty that such plans will be effective in the event that they need to be activated. Any failure of the Retained Group's IT systems would restrict the Retained Group's ability to continue its operations and could have a material adverse effect on the Retained Group's business, results of operations and overall financial condition.

Malicious activities including computer hackings may result in a loss of personal data which would trigger the need to notify users and the Information Commissioner's Office and Future may suffer reputational risk, as well as a significant financial penalty it if is responsible for the breach.

Senior management and skilled personnel

The Retained Group has undergone significant changes in its senior management in recent years. The Retained Group is dependent on members of its senior management team and skilled personnel and believes its future success will depend, in part, on its ability to attract and retain highly skilled management and personnel. If the Retained Group does not succeed in attracting and retaining skilled personnel, it may not be able to grow its businesses as anticipated. Furthermore, the departure of the Group's senior management could, in the short term, have a material adverse effect on the Retained Group's businesses. Whilst the Retained Group has on going employment agreements with its key employees, their retention cannot be guaranteed. Equally, the ability to attract new employees with the appropriate expertise and skills cannot be guaranteed. The Retained Group may experience difficulties in hiring appropriate employees and the failure to do so may have a detrimental effect upon the trading performance of the Retained Group.

The Retained Group's operations will be less diversified

Following the Disposal, the operations of the Retained Group will be smaller and its overall financial performance will depend more on the performance of each of its remaining continuing operations. Should any one of its continuing operations underperform, this may have a larger relative impact on the Retained Group than it would have done prior to the Disposal and may materially adversely affect the Retained Group's business, financial condition, results or operations and prospects.

The Retained Group may have reduced bargaining power in relation to its suppliers and distributors

Following the Disposal, the size and operations of the Retained Group will be significantly reduced. This may reduce the Retained Group's bargaining power with its advertisers, suppliers and distributors which may lead to increased costs or lower revenues for the Retained Group's remaining business and may materially adversely affect the Retained Group's business, financial condition, results or operations and prospects.

PART III

PRINCIPAL TERMS OF THE DISPOSAL

This Part III sets out the key terms of the Disposal.

A. ASSET PURCHASE AGREEMENT

1. Overview

Future Publishing has agreed to dispose of the Portfolio for the sum of up to approximately £24 million to the Purchaser. Future Publishing is a wholly owned subsidiary of the Company.

2. Condition Precedent

The Disposal is conditional on the passing of Resolution 1 by the Shareholders at the General Meeting (the Condition).

3. Consideration

The aggregate cash consideration payable by the Purchaser for the Portfolio for the sum of up to approximately £24 million comprises of:

(a) £20 million payable in cash on Completion (the Initial Consideration) to Future Publishing;
(b) the retention by Future Publishing of approximately £2 million of magazine subscriptions deferred revenue in relation to the Portfolio; and
(c) a further sum of up to £2 million (the Deferred Consideration). In the event of an unconditional "Phase I" clearance by the Competition and Markets Authority (the CMA), the Deferred Consideration shall be paid to Future Publishing. In the event that the CMA does not grant an unconditional Phase I clearance, and the Purchaser agrees to divest any Craft Title to obtain a Phase I clearance, if the proceeds of such sale (less certain agreed costs) are less than the agreed values attributed to such titles by the Purchaser, such shortfall shall be deducted from the Deferred Consideration and the balance (if any) will be paid over to Future Publishing.

4. Completion

Completion of the Disposal will take place on the fourth Business Day (or at such other time as Future Publishing and the Purchaser may agree) following satisfaction of the Condition. On Completion, the Purchaser shall pay the Initial Consideration to the Company and the Company will procure that the transfer of title and assets to the Portfolio will be effected. If Completion has not occurred by the date falling three months after the date of the Asset Purchase Agreement (the Long Stop Date) the provisions of the Asset Purchase Agreement shall lapse and cease to have effect.

5. Break Fee

5.1 The Company and Future Publishing have jointly and severally agreed to pay a break fee to the Purchaser of £150,000 (inclusive of VAT) in certain circumstances.
5.2 These include if prior to the Long Stop Date:
(a) a Competing Proposal is announced by a third party and is either recommended by the board of the Company or Future Publishing or subsequently (whether before or after the Long Stop Date) becomes unconditional in all respects; or
(b) the Board does not recommend to the Shareholders that they should vote in favour of Resolution 1; or
(c) the recommendation of the Board to the Shareholders that they should vote in favour of Resolution I is withdrawn or modified in a manner which is adverse to the likelihood of Resolution 1 being passed; or
(d) the Shareholders fail to pass Resolution 1.
5.3 For the purposes of paragraph 5.2 above a "Competing Proposal" is:
(a) an offer for or the proposed acquisition of 50 per cent. or more of the issued ordinary share capital of the Company (other than where such offer does not prevent the sale of the Craft Titles and the Sport Titles to the Purchaser and Completion in any event takes place in accordance with and pursuant to the Asset Purchase Agreement); or
(b) a scheme of arrangement (the Scheme) between the Company and some or all of its members under sections 895 to 899 of the Companies Act 2006, the effect of which is to vest control of the Company in a third party (other than only where such Scheme does not prevent the sale of the Craft Titles and the Sport Titles to the Purchaser and Completion in any event takes place in accordance with and pursuant to the Asset Purchase Agreement); or
(c) any transaction whereby a third party seeks to acquire 50 per cent. or more of the issued ordinary share capital of Future Publishing (other than where such transaction does not prevent the sale of the Craft Titles and the Sport Titles to the Purchaser and Completion in any event take place in accordance with and pursuant to the Asset Purchase Agreement) or the Craft Titles or the Sport Titles; or
(d) a joint venture relating to the Craft Titles or the Sport Titles.

6. Pre-Completion Covenants

During the period between the date of the Asset Purchase Agreement and the date of Completion, Future Publishing will (within its powers under applicable laws) procure, amongst other things, the following in relation to the Portfolio:

(a) the business of the Portfolio is carried on only in the ordinary course as regards its scope and manner carried on prior to the date of the Asset Purchase Agreement;
(b) all reasonable steps are taken to preserve and protect the material assets of the Portfolio, where such steps are required to prevent there being a material and adverse impact on the goodwill of the business of the Portfolio;
(c) all transactions between the Group in relation to the business of the Portfolio take place on arm's length terms; and
(d) the Group will not, in respect of the business of the Portfolio, carry out certain actions without the prior consent of the Purchaser.

7. Other terms

Future Publishing gives certain customary representations, warranties, covenants and indemnities to the Purchaser under the Asset Purchase Agreement and the Purchaser gives certain customary covenants and indemnities to Future Publishing under the Asset Purchase Agreement.

The Asset Purchase Agreement is governed by the laws of England and Wales.

B. TRANSITIONAL SERVICES AGREEMENT

The Transitional Services Agreement will be entered into at Completion by Future Publishing and the Purchaser. The key terms are as follows:

(a) the transitional services are to provide certain operational and IT services to the Purchaser and to grant rights of occupation in respect of part of the Retained Group's premises for the purpose of receiving the benefit of the services;
(b) certain of these transitional services will be provided for a period of up to 12 months from the date of Completion;
(c) the services will be provided to the same standard and in the same manner, scale and scope that, they were provided within the Group in the three month period prior to Completion;
(d) to the extent permitted by law, the liability of Future Publishing for indirect or consequential loss is excluded and liability is capped at the amount or the charges paid by the Purchaser for the services provided pursuant to the Transitional Services Agreement; and

(e) the consideration payable by the Purchaser shall be an amount equivalent to the actual cost of providing the services, such amount not to exceed £332,477 unless additional transitional services are required by the Purchaser.

C. FUTURE FOLIO LICENCE AGREEMENT

The FutureFolio Licence Agreement will be entered into at Completion by FutureFolio Limited, a wholly owned subsidiary of the Company, Future Publishing (as guarantor for FutureFolio Limited), and the Purchaser. The key terms are as follows:

(a) the agreement is for an initial period of 12 months which may be renewed for further periods of three months;
(b) the agreement is to licence and provide support in relation to the folio system for the digital publishing of the Sport Titles and the Craft Titles;
(c) the consideration payable by the Purchaser shall be charged at standard commercial rates; and
(d) to the extent permitted by law, no party shall be liable for indirect or consequential loss and liability of each party is capped at £1,000,000 per claim or series of connected claims or £3,000,000 in aggregate.

PART IV

FINANCIAL INFORMATION ON THE PORTFOLIO

For the six months ended and as at 31 March 2014, the unaudited financial information relating to the Portfolio has been extracted without material adjustment from the underlying books and records used in preparing the unaudited interim consolidated financial information of the Group for the six months ended and as at 31 March 2014. For the three years ended and as at 30 September 2013, the financial information relating to the Portfolio has been extracted without material adjustment from the underlying books and records used in preparing the audited consolidated financial statements of the Group for the three years ended and as at 30 September 2013.

The financial information contained in this Part IV (Financial Information on the Portfolio) does not constitute statutory accounts within the meaning of section 434(3) of the Companies Act 2006. The consolidated statutory accounts of the Company in respect of the three years ended 30 September 2013 have been delivered to the Registrar of Companies. The auditor's reports in respect of those statutory accounts for each of these three periods were unqualified and did not contain statements under Section 237(2) or (3) of the Companies Act 1985 or, as the case may be, Section 498(2) or (3) of the Companies Act 2006.

The financial information contained in this Part IV (Financial Information on the Portfolio) has been prepared using the IFRS accounting policies adopted in the Group's latest annual accounts.

Shareholders should read the whole of this document and not rely solely on the financial information contained in this Part IV.

FINANCIAL INFORMATION

(i) Income statement

for the three years ended 30 September 2011, 2012 and 2013 and six months ended 31 March 2014

	Year ended	Year ended	Year ended	Six months ended
	30 September	30 September	30 September	31 March
	2011	2012	2013	2014
	£ million	£ million	£ million	£ million
Turnover	18.6	21.6	23.7	10.5
Cost of sales	(11.6)	(12.8)	(15.2)	(7.1)
	5555	5555	5555	5555
Gross profit	7.0	8.8	8.5	3.4
Selling and distribution costs	(1.4)	(1.6)	(1.7)	(0.8)
Administrative expenses	(0.6)	(0.6)	(0.6)	(0.4)
	5555	5555	5555	5555
Operating profit	5.0	6.6	6.2	2.2
	aaaa	aaaa	aaaa	aaaa

Notes:

The income statement information presented above is before the allocation of central Group and corporate costs because it is not possible to provide a meaningful allocation of these costs.

No interest or tax allocation is performed for the purpose of the Group consolidation. As a result it is not possible to provide a meaningful allocation of the Group interest and tax charges for these periods.

The income statement information presented above is unaudited.

(ii) Net assets/(liabilities) statement as at 30 September 2013 and 31 March 2014

	As at 30 September 2013 £ million	As at 31 March 2014 £ million
Non-current assets
Investment in associate Current assets Inventories	0.0 0.4 5555	0.2 0.3 5555
Total assets	0.4 5555	0.5 5555
Current liabilities Trade and other payables	(1.6) 5555	(2.1) 5555
Net assets/(liabilities)	(1.2) aaaa	(1.6) aaaa

Notes:

The net liablities exclude related goodwill held on consolidation. The net liabilities information presented above is unaudited.

PART V

PRO FORMA STATEMENT OF NET ASSETS OF THE RETAINED GROUP

SECTION A – UNAUDITED PRO FORMA STATEMENT OF NET ASSETS OF THE RETAINED GROUP

Set out below is an unaudited pro forma statement of the consolidated net assets of the Group as at 31 March 2014. It has been prepared on the basis set out in the notes below to illustrate the effect of the Disposal on the consolidated net assets of the Retained Group had the Disposal occurred on 31 March 2014. It has been prepared for illustrative purposes only. Because of its nature, the pro forma statement addresses a hypothetical situation and, therefore, does not represent the Retained Group's actual financial position or results. It is based on the unaudited interim consolidated financial information of the Group as at 31 March 2014 and the financial information of the Portfolio as at 31 March 2014 contained in Part IV (Financial Information on the Portfolio).

Shareholders should read the whole of this document and not rely solely on the summarised financial information contained in this Part V.

			Adjustments
	As at 31 March 2014 £ million Note 1	Portfolio net assets adjustment as at 31 March 2014 £ million Note 2	Portfolio centrally held consolidation adjustment as at 31 March 2014 £ million Note 3	Portfolio Disposal adjustments £ million Note 4	Pro forma as at 31 March 2014 £ million Note 5
ASSETS
Non-current assets
Property, plant and equipment	2.3	–	–	–	2.3
Intangible assets – goodwill	60.2	–	(19.3)	–	40.9
Intangible assets – other	3.5	–	–	–	3.5
Investment in associate	0.2	(0.2)	–	–	–
Deferred tax	0.9 5555	– 5555	– 5555	– 5555	0.9 5555
Total non-current assets	67.1 5555	(0.2) 5555	(19.3) 5555	– 5555	47.6 5555
Current assets
Inventories	1.6	(0.3)	–	–	1.3
Financial assets – derivative	0.2	–	–	–	0.2
Trade and other receivables	18.9	–	–	–	18.9
Cash and cash equivalents	6.4 5555	– 5555	– 5555	4.0 5555	10.4 5555
Total current assets	27.1 5555	(0.3) 5555	– 5555	4.0 5555	30.8 5555
Total assets	94.2 5555	(0.5) 5555	(19.3) 5555	4.0 5555	78.4 5555

	As at 31 March 2014 £ million Note 1	Portfolio net assets adjustment as at 31 March 2014 £ million Note 2	Portfolio centrally held consolidation adjustment as at 31 March 2014 £ million Note 3	Portfolio Disposal adjustments £ million Note 4	Pro forma as at 31 March 2014 £ million Note 5
LIABILITIES
Current liabilities Financial liabilities – interest-bearing
loans and borrowings	(14.2)	–	–	14.8	0.6
Financial liabilities – derivatives	(0.1)	–	–	–	(0.1)
Trade and other payables	(34.2)	2.1	–	–	(32.1)
Corporation tax payable	(0.2) 5555	– 5555	– 5555	– 5555	(0.2) 5555
Total current liabilities	(48.7) 5555	2.1 5555	– 5555	14.8 5555	(31.8) 5555
Non-current assets
Corporation tax payable	(4.8)	–	–	–	(4.8)
Deferred tax	(1.2)	–	–	–	(1.2)
Provisions	(1.3)	–	–	–	(1.3)
Other non-current liabilities	(1.5) 5555	– 5555	– 5555	– 5555	(1.5) 5555
Total non-current assets	(8.8) 5555	– 5555	– 5555	– 5555	(8.8) 5555
Total liabilities	(57.5) 5555	2.1 5555	– 5555	14.8 5555	(40.6) 5555
Net assets	36.7 aaaa	1.6 aaaa	(19.3) aaaa	18.8 aaaa	37.8 aaaa

Notes:

The net assets relating to the Group have been extracted without material adjustment from the unaudited interim financial information for the Group as at 31 March 2014.
1. These adjustments remove the net liabilities of the Portfolio which will be disposed of. These adjustments were extracted without material adjustment from the historical financial information of the Portfolio as at 31 March 2014 contained in Part IV.
1. This adjustment is to write off the goodwill of £19.3 million held on consolidation at the Retained Group level as a result of the Disposal.
1. Disposal adjustments comprise the receipt of the initial cash proceeds of £20.0 million less estimated transaction and related costs of £1.2 million as described further in paragraph 3 of Part III of this document. The disposal adjustments exclude the deferred consideration of £2.0 million and any corporation tax that may arise on the Disposal.
1. When taking into account the net initial cash proceeds of £18.8 million arising from the Disposal, pro forma net cash as at 31 March 2014 would be £11.0 million.

	£ million	£ million
Cash and cash equivalents	6.4
Financial liabilities – interest bearing loans and borrowings	555(14.2)
Group net debt as at 31 March 2014		(7.8)
Initial cash proceeds	20.0
Estimated transaction costs	555(1.2)
Net proceeds		55518.8
Retained Group pro forma net cash as at 31 March 2014 (after disposal)		aaa11.0
Consisting of:
Cash and cash equivalents	10.4
Financial (liabilities)/assets – interest bearing loans and borrowings	5550.6
		aaa11.0

£14.8 million of the cash proceeds is used to pay down debt as described further in paragraph 5 of Part I of this document.

No account has been taken of the trading results of the Retained Group or the Portfolio for the period since 31 March 2014 including the further increase of £5.4 million in Net Debt between 31 March 2014 (£7.8 million) and 31 May 2014 (£13.2 million).

SECTION B: ACCOUNTANT'S REPORT ON THE UNAUDITED PRO FORMA STATEMENT OF NET ASSETS OF THE RETAINED GROUP

The Directors Future plc 30 Monmouth Street Bath BA1 2BW

26 June 2014

Numis Securities Limited The London Stock Exchange Building 10 Paternoster Square London EC4M 7LT

Dear Sirs

Future plc (the Company)

We report on the unaudited pro forma statement of net assets (the Pro forma financial information) set out in Section A of Part V of the Company's circular dated 26 June 2014 (the Circular) which has been prepared on the basis described in the notes to the Pro forma financial information, for illustrative purposes only, to provide information about how the proposed disposal of the Portfolio might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the unaudited interim financial information for the six month period ended 31 March 2014. This report is required by item 13.3.3R of the Listing Rules of the UK Listing Authority (the Listing Rules) and is given for the purpose of complying with that Listing Rule and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company to prepare the Pro forma financial information in accordance with item 13.3.3R of the Listing Rules.

It is our responsibility to form an opinion, as required by item 13.3.3R of the Listing Rules as to the proper compilation of the Pro forma financial information and to report our opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro forma financial information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to shareholders of the Company as a result of the inclusion of this

PricewaterhouseCoopers LLP, 31 Great George Street, Bristol, BS1 5QD

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of

PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business.

report in the Circular, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such person as a result of, arising out of, or in accordance with this report or our statement, required by and given solely for the purposes of complying with item 13.4.1R(6) of the Listing Rules, consenting to its inclusion in the Circular.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro forma financial information with the directors of the Company.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro forma financial information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company.

Opinion

In our opinion:

(a) the Pro forma financial information has been properly compiled on the basis stated; and
(b) such basis is consistent with the accounting policies of the Company.

Yours faithfully

PricewaterhouseCoopers LLP Chartered Accountant

PART VI

A SUMMARY OF THE DIFFERENCES BETWEEN STANDARD AND PREMIUM CATEGORIES OF LISTING

1. Companies with a standard listing are not eligible for inclusion in the UK series of FTSE indices.
1. Companies with a standard listing are not required to retain a sponsor for certain transactions.
1. Companies with a standard listing are not required to comply with the Premium Listing Principles as contained in Listing Rule 7.
1. Companies with a standard listing are not required to: (i) control the majority of their assets and to have done so for the last three years; and (ii) carry on an independent business as their main activity (although the Company currently complies with these requirements).
1. The UK Corporate Governance Code does not apply directly to companies with a standard listing. The Company does not intend to comply with the UK Corporate Governance Code if the Proposed Transfer takes place. However, pursuant to paragraph 7.2 of the Disclosure and Transparency Rules, companies with a standard listing are still required to make a statement in the directors' report covering the governance code to which the issuer is subject in relation to the financial reporting process and certain details of its share capital. The directors of companies with a standard listing are also required to include a description of the internal control and risk management systems and the composition of committees. The Company will, therefore, continue to disclose its corporate governance arrangements in its annual report in a manner consistent with the requirements for a company with a standard listing.
1. The Model Code on share dealing does not apply to a company with a standard listing. The Directors do not intend to continue to apply the Model Code once the transfer to the standard listing has become effective.
1. A standard listing does not require a company to offer pre-emption rights pursuant to the Listing Rules. Pre-emption rights under the Listing Rules require companies, who are proposing to issue equity securities for cash or proposing to sell treasury shares that are equity shares for cash, to first offer those equity securities to existing shareholders, unless shareholders have authorised the disapplication of such pre-emption rights in accordance with LR 9.3.12.R. However, the Company is a company incorporated in England and Wales and therefore remains subject to similar pre-emption rights requirements under the Companies Act 2006.
1. A standard listing does not require a company to comply with the provisions of Listing Rule 10 which sets out requirements for shareholders to be notified of certain transactions and to have the opportunity to vote on proposed significant transactions. Shareholders should be aware that the Company would, following the transfer to a standard listing, be able to undertake significant transactions without shareholder approval and if it pursued a disposal or acquisition of sufficient size would intend to pursue such transaction without shareholder approval.
1. A standard listing does not require a company to comply with Listing Rule 11 which contains rules intended to prevent a related party from taking advantage of its position in respect of transactions with the listed company.
1. Companies with a standard listing are not required to comply with Listing Rule 12 which applies to companies dealing in their own securities.
1. A company with a standard listing is not required to comply with the more onerous requirements relating to the content of circulars issued to shareholders of companies with a premium listing as detailed in Listing Rule 13.
1. Companies with a standard listing are not required to limit the number of shares pursuant to warrants/options (excluding employee shares schemes) to 20 per cent. of existing issued shares.
1. Companies with a standard listing are not required to obtain the approval of shareholders by way of a special resolution for the cancellation of the listing of any of their shares.

PART VII

ADDITIONAL INFORMATION

1. RESPONSIBILITY STATEMENT

The Company and the Directors, whose names appear in paragraph 2 of this Part VII, accept responsibility for the information contained in this Circular. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Circular is in accordance with the facts and does not omit anything likely to affect the importance of such information.

2. THE COMPANY AND THE DIRECTORS

The Company

Future plc was incorporated as a private limited company on 22 April 1999 under the laws of England and Wales with registration number 03757874 and re-registered as a public limited company on 14 June 1999. The principal legislation under which the Company operates is the Companies Act and the regulations made thereunder.

The Company is domiciled in the United Kingdom and its registered office is at Beauford Court, 30 Monmouth Street, Bath, Avon BA1 2BW, United Kingdom and its telephone number is +44 (0) 1225 442 244.

The Company is, directly or indirectly, the ultimate holding company of all the companies in the Group and its assets substantially comprise investments in such companies.

Directors of Future

The names and principal functions of the Directors of the Company are:

Directors	Position
Peter Allen	Chairman
Zillah Byng-Maddick	Chief Executive Officer
Manjit Wolstenholme	Senior Independent non-executive
Mark Whiteling	Independent non-executive
Mark Wood	Independent non-executive

3. DIRECTORS' INTERESTS

3.1 As at 20 June 2014, the interests of each Director, their immediate families and related trusts, and, insofar as is known to them or could with reasonable diligence be ascertained by them, persons connected (within the meaning of sections 252 to 255 of the Companies Act) with the Director (all of which, unless otherwise stated, are beneficial) in the share capital of the Company, including interests arising pursuant to any transaction notified to the Company pursuant to rule 3.1.2 of the Disclosure and Transparency Rules, are as follows:

		Number of	Percentage of
Directors	Position	Ordinary Shares	Ordinary Shares
Peter Allen	Chairman	800,000	0.24
Zillah Byng-Maddick	Chief Executive Officer	0	0
Manjit Wolstenholme	Senior Independent non-executive	87,889	0.03
Mark Whiteling	Independent non-executive	400,000	0.12
Mark Wood	Independent non-executive	0	0

3.2 In addition to the interests noted above, certain Directors have interests in Ordinary Shares as a result of options and awards granted under the Share Plans. Details of such options and awards (as at 20 June 2014, being the last practicable date prior to publication of this document) are set out below:

	Share Plan under which option/award granted	Date of grant of option/award	Market value of an Ordinary Share on date of grant (pence)	Exercise/ vesting date	Option price per Ordinary Share (pence)	Number of Ordinary Shares subject to option/award
Peter Allen	–	–	–	–	–	0
Zillah Byng-Maddick	PSP	16 December 2013	17.5	16 December 2016	0	2,000,000
Manjit Wolstenholme	–	–	–	–	–	0
Mark Whiteling	–	–	–	–	–	0
Mark Wood	PSP	16 December 2013	17.5	16 December 2016	0	156,165
	PSP	17 December 2012	18	17 December 2015	0	678,159
	PSP	18 January 2012	16	18 January 2015	0	2,566,667

4. TERMINATION PAYMENTS IN DIRECTORS' SERVICE CONTRACTS AND LETTERS OF APPOINTMENT

Non-Executive Directors: letters of appointment

The appointment of non-executive Directors may be terminated without compensation.

Executive Director: service contract

Zillah Byng-Maddick's service contract is terminable on six months' notice. Under her service contract a termination payment of up to six months' salary and entitlements under incentive plans and benefits that are consistent with the terms of such plans may be payable on termination.

5. KEY INDIVIDUALS OF THE PORTFOLIO

The names and principal functions of the key individuals within the Portfolio are set out below:

Name	Position
Richard Schofield	Head of Sport – Cycling News and road brands
Dave Clutterbuck	Head of Sport – Bikeradar and off-road brands
Jo Morrell	Director of Future Women
Kerry Lawerence	Head of Women's Creative
Elizabeth Taylor	Head of General Crafts

6. MAJOR INTERESTS IN ORDINARY SHARES

Set out in the table below are the names of those persons, other than the Directors, who, so far as the Company is aware, are interested, directly or indirectly, in 3 per cent. or more of the Company's total voting rights and capital in issue as at 20 June 2014.

	Approximate percentage of voting rights
Name	Total number of voting rights	attached to the issued share capital
Schroders Investment Management	80,432,166	24.10
Aberforth Partners LLP	77,714,394	23.28
Henderson Global Investors	32,374,763	9.70
Investec Asset Management Ltd	28,710,000	8.60
UBS Investment Bank	25,729,922	7.71
Herald Investment	18,265,000	5.47
Franklin Templeton Investments Corp	16,663,407	4.99
Gartmore Investment Management Ltd	16,446,486	4.93
Artemis Investment Management Ltd	10,627,757	3.18
Church Commissioners for England	10,421,867	3.12

Save as disclosed above, the Company is not aware of any person who either:

(a) is interested, whether directly or indirectly, in 3 per cent. or more of the issued share capital of the Company; or
(b) holds 3 per cent. or more of the voting rights attaching to the Ordinary Shares, whether as a Shareholder or through a direct or indirect holding of financial instruments (within the meaning in the DTRs) or a combination of such holdings.

As at 20 June 2014, the Company is not aware of any person who, directly or indirectly, jointly or severally, exercises or could exercise control over the Company nor is it aware of any arrangements the operation of which may at a subsequent date result in a change in control of the Company.

7. RELATED PARTY TRANSACTIONS

No related party transactions (which for these purposes are those set out in the standards adopted according to Regulation (EC) No 1606/2002) were entered into during the period from 30 September 2013 to the date of this document or for the financial years ended 30 September 2013, 30 September 2012 and 30 September 2011 which might reasonably affect any decisions to be made by users of the Group's consolidated financial statements.

8. MATERIAL CONTRACTS

8.1 Retained Group

No contracts have been entered into (other than in the ordinary course of business) by any member of the Retained Group either: (i) within the period of two years immediately preceding the date of this Circular, which are or may be material to the Retained Group; or (ii) at any time, which contain any provisions under which any member of the Retained Group (as relevant) has any obligation or entitlement which is, or may be, material to the Retained Group (as relevant) as at the date of this Circular, save as disclosed below:

Asset Purchase Agreement, the Transitional Services Agreement and the Future Folio Licence Agreement

Details of these agreements are set out in Part III of this Circular.

Gawker Media publishing agreement

On 7 March 2014, Future Publishing entered into an agreement with Gawker to appoint Future Publishing to publish UK versions of its Kotaku and Lifehacker sites for a period of three years from 1 April 2014. In consideration for the right to publish these licenses, Future Publishing shall pay Gawker: (a) an annual licence fee of US\$144,000; (b) minimum guaranteed amounts of US\$200,000 (MGAs); and (c) royalties on amounts above the MGAs of between 5 and 10 per cent. if the revenues generated by the sites exceeds the MGAs.

Sale of music making business to TeamRock Limited

On 28 March 2013 Future Publishing entered into a sale and purchase agreement with TeamRock Limited to dispose of its music making business to TeamRock Limited (the Music SPA) for £10.2 million pursuant to which the Group disposed of its rock brands Classic Rock and Metal Hammer to TeamRock Limited. The Music SPA contains customary representations, warranties, covenants and indemnities given by Future Publishing to TeamRock Limited for an agreement of this type.

TeamRock Transitional Services Agreement

Future Publishing and Team Rock Limited entered into a transitional services agreement on 17 April 2013 (the Music TSA) in connection with the Music SPA. Under the Music TSA, Future Publishing has agreed to provide operational and IT services for a period of up to two years. Neither party is liable for any indirect or consequential loss or any loss or profits and certain direct losses with some exceptions, in respect of Future Publishing's liability, for wilful abandonment, breach of confidentiality and breach of data protection legislation. Any claim must be made against the other party within 12 months of expiry of the Music TSA.

Handpicked Acquisition

On 21 January 2014 pursuant to a sale and purchase agreement between Future Publishing and Krista Madden (the Handpicked SPA), Future Publishing acquired a 35 per cent. stake in Handpicked for £157,500 (the Handpicked Shares), providing Future with access to Handpicked's roster of blogs and independent sites across a range of lifestyle channels. The Handpicked SPA contains customary representations, warranties, covenants and indemnities given by Krista Madden for an agreement of this type. Following completion of the sale of the Portfolio, the Handpicked Shares will, subject to the Purchaser reaching agreement with the other shareholders on changes to the Handpicked Shareholders Agreement and the consent of the other shareholders of Handpicked, be transferred to the Purchaser for the sum of £1 and the Purchaser will assume the obligations of Future Publishing under the Handpicked Shareholders Agreement.

Facilities Agreement

A senior multicurrency term and revolving facilities agreement dated 22 February 2013 between, amongst others: (1) Future plc as the Company; (2) Barclays Bank PLC and Abbey National Treasury Services plc as Original Lenders; (3) Barclays Bank PLC as Agent; and (4) Santander UK PLC as Security Agent pursuant to which the Original Lenders agreed to make available to the Company a term facility of up to £6 million and revolving credit facilities, comprising of a revolving credit facility and an ancillary facility, in aggregate amounts of up to £25 million. The facilities were used to: (1) refinance the Company's previously existing bank facilities; and (2) the general corporate and working capital purposes of the Group. The term facility was subsequently repaid in full from the proceeds of the disposal by Future Publishing of its Music Listening Titles Division. The facilities are secured by a debenture over all assets granted by each of Future plc, Future Publishing and Future Holdings 2002 Limited and a share pledge in respect of the entire issued share capital of Future US, Inc. granted by Future Holdings 2002 Limited. The facilities agreement contains customary representations, warranties and covenants. The financial covenants specify a maximum net debt to EBITDA ratio of 2:1, minimum interest cover ratio of 4:1 and maximum capital expenditure of the Group not to exceed more than £3.75 million each financial year. The final date for repayment of all outstanding amounts under the facilities is four years from the date of the facilities agreement. As at 20 June 2014 the amount utilised under the Facilities Agreement was £16.5 million.

Amended Facilities Agreement

The Amended Facilities Agreement is dated 23 June 2014 and is between the same parties to the Facilities Agreement. It amends and restates the terms of the Facilities Agreement to adjust the commitments under the financial covenants and certain operative covenants. The Amended Facilities Agreement comprises a revolving credit facility tranche one, which has £9 million of commitments; revolving credit facility tranche two, which has £2.75 million of commitments and a headroom revolving credit facility which has £3.1 million of commitments, subject to certain monthly limits on drawings based on an agreed base case model. The total commitments under the Amended Facilities Agreement are £14.85 million. The Amended Facilities Agreement will be secured over the same assets as the Facilities Agreement. The final repayment date of all outstanding amounts under the facilities is 31 December 2015. The Amended Facilities Agreement is subject to (among other things) the Disposal occurring by 28 August 2014.

Sponsor Agreement

Pursuant to an agreement (the Sponsor Agreement) dated 26 June 2014 between the Company and Numis, the Company appointed Numis as sponsor to the Disposal. The Sponsor Agreement contains warranties and indemnities from the Company to Numis which are usual and customary for an agreement of this type and nature.

8.2 Portfolio

No contracts have been entered into (other than contracts entered into in the ordinary course of business) in respect of the Portfolio either: (i) within the period of two years immediately preceding the date of this Circular which are or may be material to the Portfolio; or (ii) which contain any provisions under which the Portfolio has any obligation or entitlement which is, or may be, material to the Portfolio as at the date of this Circular save as disclosed below:

L'Equipe SAS

On 11 June 2013 L'Equipe renewed its appointment of Future Publishing to publish the Official Guide to the Tour de France in the UK and Eire for a period of three years from 1 January 2013. In consideration for that right, Future Publishing agreed to pay L'Equipe a guaranteed minimum amount of 135,000 per year, plus 10 per cent. of sales revenues and 35 per cent. of advertising revenues generated in relation to the publication, to the extent they exceed the minimum guarantee. Future Publishing also publishes the Slovakian and Dutch version of the Guide through its licensees. These obligations will be transferred to the Purchaser on Completion.

Giro D'Italia

On 14 February 2013, RCS Sport S.p.A renewed its appointment of Future Publishing to publish an official guide to the Giro D'Italia race in English from 15 February 2013 to 31 August 2015 in consideration for the payment of 110,000 in respect of the 2013 edition, 112,500 in respect of the 2014 edition and 115,000 in respect of the 2015 edition. Future was also granted the right (but not the obligation) to publish German, Dutch and Slovakian versions of the Guide to the Giro D'Italia through its licensees in consideration for 10 per cent. of net circulation revenues generated in relation to the German edition, 12,500 in relation to the Dutch version and 10 per cent. of net circulation revenues in relation to the Slovakian version. Future Publishing has since committed to publishing the German edition of the Guide itself. This contract will be transferred to the Purchaser on Completion.

Handpicked Shareholders Agreement

Future Publishing, Deborah Svetlana Djordjevic and Krista Madden entered into a shareholders agreement on 21 January 2014 to document their obligations relating to Handpicked (the Handpicked SHA). Pursuant to the Handpicked SHA, Future Publishing has the option to acquire a further 15 per cent. of the issued share capital of Handpicked on 1st January 2016 and the remaining 50 per cent. of the issued share capital of Handpicked on 1st January 2017. In the event that Future Publishing exercises its option to acquire further shares, the exercise price shall be calculated at two times operating profits of Handpicked multiplied by the percentage of shares that are the subject of the exercise notice, subject to a minimum valuation based on the entire issued share capital of Handpicked Media being £450,000. Subject to Completion, the Handpicked Shares will, subject to the consent of the other shareholders of Handpicked, be sold to the Purchaser as part of the Disposal and the Purchaser will accede to the Handpicked SHA in place of Future Publishing.

9. SHARE PLANS

Options and awards held by participants in the Share Plans who cease to be employed within the Group as a result of the Disposal will become exercisable or vest as set out below:

(a) options granted under the Sharesave will be exercisable for a period of six months from cessation, to the extent of savings accrued at the time of exercise only;
(b) awards granted under the DABP will vest on a pro-rated basis to reflect the foreshortened service period; and
(c) no PSP awards have been granted to any of the Portfolio staff that would transfer pursuant to TUPE and therefore no PSP awards will vest as a result of the Disposal.

10. LEGAL AND ARBITRATION PROCEEDINGS

10.1 Retained Group legal and arbitration proceedings Edge/Langdell

In 2009 Future Publishing commenced action against Edge Interactive Media Inc, Edge Games Inc and Doctor Timothy Langdell for breach of contract, copyright infringement and passing off in relation to Future Publishing's Edge brand and magazine. Future Publishing was successful in all elements of its claim and judgment was given by the High Court in June 2011. The judgment included an interim costs award of £340,000, with further costs to be assessed at a detailed cost assessment hearing. Future Publishing has been working to enforce that judgment and in particular the interim costs award in the US. There was a case management hearing on 17 June 2014 at which the Judge required Future Publishing to prove that the UK judgement is final. When Future Publishing does so the Company anticipates a date being set for a full trial. A number of related actions before the UK and US trademark offices are on-going.

Sprea Editori S.p.A and Sprea International S.r.l (together Sprea)

A claim has been issued against Future Publishing and the Company's Italian subsidiary, Future Media Italia S.r.l by Sprea, by one of the Retained Group's licensees in Italy, for an amount not lower than 1360,000. The claim is very broad but covers the following areas: (i) that Future Publishing has acted contrary to the principles of good faith in relation to specific licences (XBOX, Tap, Play Guitar and Classic Rock) and damages of 160,000 are sought; (ii) seeking recognition of Sprea's 'credit' in the sum of 161,573 in respect of unused license rights and a declaration that these sums be offset against new licenses; (iii) that Future Publishing had pre-contractual responsibilities to Sprea in connection with the proposed JV (under the Italian Civil Code) and damages of 190,000 are sought; and (iv) that Future Publishing breached exclusivity and unfair competition obligations when it published photography and cycling bookazines in Italy and damages of 1150,000 are sought; and (v) that Future Publishing's withdrawal of access to licensed materials is unlawful. The Company has agreed to settle the claim and expects to formally document the settlement terms in due course in return for free licensed content.

10.2 Save as disclosed in paragraph 10.1 above, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the year preceding the date of this document which may have, or have had in the recent past, significant effects on the financial position or profitability of the Retained Group.
10.3 There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the year preceding the date of this document which may have, or have had in the recent past, significant effects on the financial position or profitability of the Portfolio.

11. WORKING CAPITAL

The Company is of the opinion that, taking into account the net proceeds from the Disposal and the bank and other facilities available to the Retained Group (including the Amended Facilities Agreement), the working capital available to the Retained Group is sufficient for its present requirements, that is, the next 12 months following the date of this Circular.

12. SIGNIFICANT CHANGE

12.1 Retained Group

Save for the increase in net debt from £7.8 million as at 31 March 2014 to £12.6 million as at 20 June 2014 as referred to in paragraph 5 of Part I, there has been no significant change in the trading or financial position of the Retained Group since 31 March 2014, being the date of the end of the last financial period for which unaudited financial information for the Retained Group has been published.

12.2 Portfolio

There has been no significant change in the trading or financial position of the Portfolio since 31 March 2014 being the date to which the most recent financial information on the Portfolio presented in Part IV – Financial Information on the Portfolio, of this document, has been prepared.

13. CONSENTS

Numis has given and not withdrawn its consent to the inclusion in this Circular of references to their name in the form and context in which they are included.

PricewaterhouseCoopers LLP is a member of the Institute of Chartered Accountants in England and Wales and has given and has not withdrawn its written consent to the inclusion of its reports on the unaudited pro forma statement of net assets of the Retained Group set out in Part V of this document, in the form and context in which it appears.

14. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the offices of the Company at Beauford Court, 30 Monmouth Street, Bath, Avon BA1 2BW, United Kingdom and at the offices of Norton Rose Fulbright LLP during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including the date of the General Meeting:

(a) the Memorandum and Articles of Association of the Company;
(b) the Annual Reports of the Company for each of the three years ending 30 September 2013;
(c) the unaudited proforma statement of net assets as at 31 March 2014;
(d) the report prepared by PricewaterhouseCoopers LLP on the unaudited pro forma statement of net assets of the Retained Group set out in Part V of this Circular;
(e) the consents referred to in paragraph 13 of this Part VII;
(f) this document and the Form of Proxy; and
(g) the Asset Purchase Agreement, the Transitional Services Agreement and the Future Folio Licence.

PART VIII

DEFINITIONS

The following definitions apply throughout this Circular unless the context requires otherwise:

£	the lawful currency of the United Kingdom;
Amended Facilities Agreement	the Facilities Agreement as amended by an amendment and restatement agreement dated 23 June 2014 between the same parties to the Facilities Agreement, further details of which are set out in paragraph 8.1 of Part VII of this Circular;
Annual Report	30 September 2013;	Annual Report and Accounts of Future for the financial year ended
Articles of Association or Articles	the current articles of association of Future;
Asset Purchase Agreement	the asset purchase agreement dated 28 May 2014 (as amended by a deed of amendment dated 19 June 2014) between Future, Future Publishing and the Purchaser pursuant to which Future Publishing has agreed to procure the sale of and the Purchaser has agreed to purchase the Portfolio;
Business Day	a day, other than Saturday, Sunday or any other day on which commercial banks in London are authorised or required by applicable law to close;
certificated	refers to a share or other security which is not in uncertificated form (that is, not in CREST);
Certificated Shareholder	a Shareholder who holds his Ordinary Shares in certificated form, that is, not through CREST;
Circular or this document	this document dated 26 June 2014 issued by Future to Shareholders in relation to the Transactions;
CMA	the Competition and Markets Authority;
Companies Act or the Act	the Companies Act 2006 (as amended);
Company or Future	Future plc;
Computershare	Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AR;
Completion	Asset Purchase Agreement;	completion of the sale and purchase of the Portfolio under the
Craft Magazines	Group under the following titles:	means the magazines produced and published by a member of the
	Mollie Makes The Knitter Simply Knitting Crochet Today Simply Crochet	Love Patchwork & Quilting CrossStitcher CrossStitch Collection PaperCraftInspirations Your Family Tree,
	whether in print or digital format;
Craft Titles	the business of the production, publishing and distribution of the Craft Magazines and the operation of the Craft Websites as carried on by a member of the Group as at the completion of the Disposal;

Craft Websites	means the following websites operated by the Craft Titles being:
	molliemakes.com crossstitchermagazine.co.uk theknitter.co.uk papercraftinspirationsmagazine.co.uk simplyknitting.co.uk lovepatchworkandquilting.com simplycrochetmag.co.uk yourfamilytreemag.co.uk
CREST	the Relevant System (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland is the Operator (as defined in the Regulations);
CREST Manual	the manual, as amended from time to time, provided by Euroclear describing CREST and supplied by Euroclear in accordance with the Regulations;
CREST Proxy Instructions	a proxy appointment or instruction made via CREST, authenticated in accordance with Euroclear UK & Ireland Limited's specifications and containing the information set out in the CREST Manual;
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755);
DABP	the Future plc Deferred Annual Bonus Plan;
Deferred Consideration	shall have the meaning attributed to it in paragraph 3(c) of Part III;
Directors or Board	the directors of Future whose names are set out in paragraph 2 of Part VII of this Circular (or, where the context requires, the directors of Future from time to time);
Disposal	means the proposed disposal of the Portfolio;
Disclosure and Transparency Rules or DTRs	the Disclosure and Transparency Rules of the FCA;
Euroclear	Euroclear UK & Ireland Limited, incorporated in England and Wales with registered number 02878738;
Facilities Agreement	the senior multicurrency term and revolving facilities agreement dated 22 February 2013 made between, amongst others, Future plc, Barclays Bank PLC as Agent and Santander UK PLC as Security Agent, further details of which are set out in paragraph 8.1 of Part VII of this document;
FCA	the UK Financial Conduct Authority in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act;
Form of Proxy	the form of proxy enclosed with this Circular for use by Shareholders in connection with the General Meeting;
FSMA	the Financial Services and Markets Act 2000;
Future Folio Licence Agreement	the digital publishing agreement to be entered into at Completion between FutureFolio Limited, Future Publishing and the Purchaser, further details of which are set out in paragraph C of Part III;
Future Publishing	Future Publishing Limited, a wholly owned subsidiary of the Company;
General Meeting or GM	the general meeting of Future, notice of which is set out in Part IX of this Circular;
Group	Future, its subsidiaries and subsidiary undertakings from time to time (including the businesses comprising the Portfolio);

Handpicked	means Handpicked Media Limited (company number: 6650401), a company incorporated under the laws of England and Wales whose registered office is at 85a Great Portland Street, London W1W 7JR;
Handpicked Shareholders Agreement	The Handpicked Shareholders Agreement, further details of which are set out in paragraph 8.2 of Part VIII of this document;
IFRS	International Financial Reporting Standards issued by the International Accounting Standards Board and interpretations issued by the International Financial Reporting Interpretations Committee and as adopted for use in the European Union;
Initial Consideration	shall have the meaning ascribed to it in paragraph 3(a) of Part III;
Listing Rules	the listing rules made under Part VI of FSMA (as set out in the FCA Handbook), as amended;
London time	the time of day in London, UK, from time to time, whether Greenwich Mean Time or British Summer Time;
LSE	London Stock Exchange plc;
Model Code	the model code on directors' dealings in securities, as set out in the Appendix to Chapter 10 of the Listing Rules;
Numis	Numis Securities Ltd;
Official List	the Official List maintained by the FCA pursuant to Part VI of FSMA;
Ordinary Shares	the existing ordinary shares of 1 pence each in the share capital of the Company;
Portfolio	the Sport Titles and the Craft Titles;
PRA	the Prudential Regulatory Authority;
Proposed Transfer	the proposed transfer of the Ordinary Shares out of the category of a "premium listing (commercial company)" on the Official List and into the category of a "standard listing (shares)" on the Official List;
Prospectus Rules	the rules made by the FCA pursuant to Part VI of FSMA (as amended from time to time);
PSP	the Future plc Performance Share Plan;
Purchaser	Immediate Media Company Bristol Limited;
Register	the register of members of the Company;
Registrar	Computershare Investor Services PLC with registered office at The Pavilions, Bridgwater Road, Bristol BS13 8AE;
Regulatory Information Service	a regulatory information service that is approved by the FCA and that is on the list of regulatory information service providers maintained by the FCA;
Resolution 1	the resolution approving the Disposal as set out in the resolution numbered 1 of the Notice of General Meeting in Part IX of this Circular which is to be proposed at the General Meeting;
Resolution 2	the resolution approving the Proposed Transfer as set out in the resolution numbered 2 of the Notice of General Meeting in Part IX of this Circular which is to be proposed at the General Meeting;
Resolutions	Resolution 1 and Resolution 2;

Retained Group	the Group following completion of the Disposal;
Share Plans	the DABP, the PSP and the Sharesave;
Shareholder	a holder for the time being of Ordinary Shares;
Sharesave	the Future plc 2010 Approved Sharesave Plan;
Sport Magazines	means the magazines produced and published by a member of the Group under the following titles:
	Procycling Cycling Plus Mountain Biking UK	What Mountain Bike Urban Cyclist On Your Bike,
	whether in print or digital format;
Sport Titles	means the business of the production, publishing and distribution of the Sport Magazines and the operation of the Sport Websites as carried on by members of the Group as at the completion of the Disposal;
Sport Websites	bikeradar.com cyclingnews.com	means the following websites operated by the Sport Titles being: onyourbike.org bikely.com
subsidiary or subsidiaries	has the meaning given in section 1159 of the Companies Act;
subsidiary undertaking or subsidiary undertakings	has the meaning given in section 1162 of the Companies Act;
Transactions	the Disposal and the Proposed Transfer;
Transitional Services Agreement	the transitional services agreement to be entered into at Completion by Future Publishing and the Purchaser, further details of which are set out in paragraph B of Part III;
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland;
UK Listing Authority or UKLA	the FCA acting in its capacity as the competent authority for the purposes of Part VI of the FSMA;
uncertificated	refers to a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
Uncertificated Shareholders	Shareholders who holds their Ordinary Shares in uncertificated form, that is, through CREST;

PART IX

NOTICE OF GENERAL MEETING

Future plc

(Incorporated in England and Wales with registered number 03757874)

NOTICE IS HEREBY GIVEN that a general meeting (the General Meeting) of Future plc (the Company) will be held at 11.00 a.m. (London time) on 15 July 2014 at 2 Balcombe Street, London NW1 6NW, United Kingdom for the purpose of considering and, if thought fit, passing the following resolutions of which Resolution 1 will be proposed as an ordinary resolution and Resolution 2 will be proposed as a special resolution:

RESOLUTIONS

1. THAT the proposed disposal of the Portfolio (the Disposal) on the terms and subject to the conditions set out in the asset purchase agreement (Asset Purchase Agreement) dated 28 May 2014 (as amended by deed of amendment dated 19 June 2014), entered into between the Company, its subsidiary Future Publishing Limited and Immediate Media Company Bristol Limited be and is hereby approved and the Directors (or a committee of the Directors) be and are hereby generally and unconditionally authorised to do all such acts and things as they may in their absolute discretion consider necessary and/or desirable in order to implement and complete the Disposal in accordance with the terms described in the Asset Purchase Agreement, subject to such immaterial amendments or variations thereto as the Directors (or a committee of the Directors) may in their absolute discretion think fit.
1. THAT the proposed transfer of the Company's category of equity share listing on the Official List of the United Kingdom Listing Authority and on the Main Market of the London Stock Exchange plc from a premium listing (commercial company) to a standard listing (shares) (Transfer of Listing) be and is hereby approved and the directors of the Company be and are hereby authorised to cause such Transfer of Listing to be effected and to do and/or procure to be done all such acts or things as they may consider necessary or desirable in connection therewith.

By Order of the Board

Zillah Byng-Maddick Company Secretary

26 June 2014

Registered in England & Wales No. 03757874

Registered Office: Beauford Court 30 Monmouth Street Bath BA1 2BW United Kingdom

Notes to the Notice of General Meeting

1. A Shareholder is entitled to appoint another person as his/her proxy to exercise all or any of his/her rights to attend, speak and vote at the General Meeting. A proxy need not be a Shareholder of the Company. A Shareholder may appoint more than one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that Shareholder.
1. A Form of Proxy is provided with this Notice of General Meeting. Completion and return of such a Form of Proxy will not prevent a Shareholder from attending the General Meeting and voting in person. In the case of joint holders, any one holder may vote. If more than one holder is present at the meeting, only the vote of the senior will be accepted, seniority being determined by the order in which names appear on the register.
1. To be effective, a duly completed Form of Proxy, together with any power of attorney or other authority under which it is signed (or a notarially certified copy of such authority), must be deposited with the Company's Registrars, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, no later than 11.00 a.m. on 11 July 2014, being two business days before the time appointed for the General Meeting.
1. The right to appoint a proxy does not apply to persons whose Ordinary Shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Act ("nominated persons"). Nominated persons may have a right under an agreement with the member who holds the Ordinary Shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the Ordinary Shares as to the exercise of voting rights.
1. Unless voting instructions are indicated on the Form of Proxy, a proxy may vote or withhold his/her vote as he/she thinks fit on the Resolutions or other business (including amendments to the Resolutions) which may come before the meeting.

Electronic proxy appointments

1. Shareholders may, if they do wish, register the appointment of a proxy or proxies electronically by visiting www.investorcentre.co.uk/eproxy where full details of the procedure are given. Shareholders are advised to read the terms and conditions relating to the use of this facility before appointing a proxy; these may be viewed on the website. Electronic proxy appointments must be received by the Company's Registrars no later than 11.00 a.m. on 11 July 2014 (or not less than 48 hours before the time fixed for any adjourned meeting). A Form of Proxy lodged electronically will be invalid unless it is lodged at the address specified on Computershare Investor Services PLC's website.
1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the General Meeting (and any adjournment(s) thereof) by utilising 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(s)) should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.
1. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID 3RA50) by 11.00 a.m. on 11 July 2014, or, if the meeting is adjourned, not less than 48 hours before the time fixed for the adjourned 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 proxies appointed through CREST should be communicated to the appointee through other means.
1. CREST members (and, where applicable, their CREST sponsors or voting service provider(s)) should note that Euroclear UK & Ireland Limited 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(s), to procure that his CREST sponsor or voting service provider(s) take(s)) 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 provider(s)) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
1. 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.

Attendance and voting

1. Entitlement to attend and vote at the General Meeting, and the number of votes which may be cast at the General Meeting, will be determined by reference to the Company's register of Shareholders at 6.00 p.m. on 11 July 2014 or, if the meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (as the case may be). In each case, changes to the register of Shareholders after such time will be disregarded.
1. As at the close of business on 20 June 2014 (being the last practicable date prior to the publication of this notice) the Company's issued and fully paid share capital consisted of 333,779,909 Ordinary Shares of one penny each. Each Ordinary

share carries one vote. There are no shares held in treasury. The total number of voting rights in the Company is therefore 333,779,909.

1. Any Shareholder attending the General Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the General Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or good order of the General Meeting that the question be answered.
1. Any Shareholder with special needs wishing to attend the General Meeting should contact the Company Secretary's department at the Company's registered office so that appropriate arrangements can be made (telephone: 020 7042 4000).
1. Persons who are not Shareholders will not be admitted to the General Meeting unless prior arrangements have been made with the Company.
1. We ask all those present at the General Meeting to facilitate the orderly conduct of the meeting and reserve the right, if orderly conduct is threatened by a person's behaviour, to require that person to leave.
1. Shareholders should note that doors to the General Meeting will open at 10.30 a.m.
1. Please note that, for security reasons, all hand luggage may be subject to examination prior to entry to the General Meeting. Cameras, tape recorders, laptop computers and similar equipment may not be taken into the General Meeting.
1. A copy of this Notice of General Meeting and other information required by Section 311A of the Act can be found at www.futureplc.com.

Linkway Financial Printers Typeset & Printed in London (UK) 16370

AI assistant

Future PLC — AGM Information 2014

4787_rns_2014-06-26_c5b4dabc-d099-4bb6-aabf-675b3b04c2e2.pdf

Future plc

Proposed disposal of the Portfolio

Proposed transfer of the Company's listing category on the Official List from Premium to Standard

Notice of General Meeting

FORWARD-LOOKING STATEMENTS

SOURCES OF INFORMATION AND BASES OF CALCULATION

CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

PART I

LETTER FROM THE CHAIRMAN

Future plc

Proposed disposal of the Portfolio and the proposed transfer of the Company's listing category on the Official List from Premium to Standard

1. INTRODUCTION

Your attention is drawn to the section headed "Importance of the Vote" in paragraph 10 of Part I below for further details as to why you should vote on the Resolutions and given the Group's current financial position to paragraph 5 of Part I of this document.

2. STRATEGY OF THE GROUP

3. BACKGROUND TO AND REASONS FOR THE DISPOSAL

4. PRINCIPAL TERMS OF THE DISPOSAL

5. USE OF PROCEEDS AND FINANCIAL EFFECTS OF THE DISPOSAL ON THE RETAINED GROUP

6. BACKGROUND TO AND CONSEQUENCES OF TRANSFER TO STANDARD LISTING

7. RESOLUTIONS PROPOSED AT THE GENERAL MEETING

8. FURTHER INFORMATION

9. ACTION TO BE TAKEN

10. IMPORTANCE OF VOTE

Position if the proceeds of the Disposal are received

Position if the proceeds of the Disposal are not received

Position if the Proposed Transfer does not take place

11. PROFIT FORECAST OF 14 MARCH 2014

12. RECOMMENDATION

PART II

RISK FACTORS

RISKS RELATING TO THE DISPOSAL

Completion of the Disposal is subject to shareholder approval

The Group may not realise the perceived benefits of the Disposal if it does not complete

No Deferred Consideration may be payable to Future Publishing

Warranties and indemnities in the Asset Purchase Agreement

If the Disposal does not complete the Company and Future Publishing will be required in certain circumstances to pay a break fee to the Purchaser

RISKS RELATING TO THE RETAINED GROUP AND TO INDUSTRY AND MARKETS IN WHICH THE RETAINED GROUP OPERATES

The cyclicality of advertising revenues, in particular the severe impact of economic conditions on the advertising market

Print magazines face competition for advertising revenue and the emergence of new forms of competition within the media industry may lead to a loss of market share and/or a fall in circulation

Falling print circulation volumes may adversely affect print circulation and advertising revenue

Internet advertising may replace advertising revenue from traditional media

Unforeseen or rapid changes in technology relating to printing, digital or other distribution platforms may result in higher than expected capital expenditure and/or a loss of competitive positioning relative to other market players

Failure to implement the Retained Group's strategy to build out its digital capability

The possibility of failures or interruptions in the Retained Group's information technology systems could materially impact the Retained Group's day-to-day operations

Senior management and skilled personnel

The Retained Group's operations will be less diversified

The Retained Group may have reduced bargaining power in relation to its suppliers and distributors

PART III

PRINCIPAL TERMS OF THE DISPOSAL

A. ASSET PURCHASE AGREEMENT

1. Overview

2. Condition Precedent

3. Consideration

4. Completion

5. Break Fee

6. Pre-Completion Covenants

7. Other terms

B. TRANSITIONAL SERVICES AGREEMENT

C. FUTURE FOLIO LICENCE AGREEMENT

PART IV

FINANCIAL INFORMATION ON THE PORTFOLIO

FINANCIAL INFORMATION

(i) Income statement

Notes:

(ii) Net assets/(liabilities) statement as at 30 September 2013 and 31 March 2014

Notes:

PART V

PRO FORMA STATEMENT OF NET ASSETS OF THE RETAINED GROUP

SECTION A – UNAUDITED PRO FORMA STATEMENT OF NET ASSETS OF THE RETAINED GROUP

SECTION B: ACCOUNTANT'S REPORT ON THE UNAUDITED PRO FORMA STATEMENT OF NET ASSETS OF THE RETAINED GROUP

Future plc (the Company)

Responsibilities

Basis of opinion

Opinion

PART VI

A SUMMARY OF THE DIFFERENCES BETWEEN STANDARD AND PREMIUM CATEGORIES OF LISTING

PART VII

Future PLC AGM Information 2014