Notice is hereby given that the second Annual General Meeting of i-mate plc will be held at Biggart Baillie, Dalmore House, 310 St Vincent Street, Glasgow, G2 5QR on 10 August 2007at 10am for the following purposes:

As Ordinary Business

7. To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:
“THAT the Directors be authorised pursuant to Section 80 of the Companies Act 1985 generally and unconditionally to exercise all the powers of the Company to allot relevant securities (within the meaning of that section) up to an aggregate nominal amount equal to £2,000,000 or, if less, the lower of (i) the authorised but unissued share capital of the Company and (ii) the aggregate nominal amount of one third of the ordinary share capital of the Company in issue, to such persons and at such times and on such terms as they think proper, such authority to expire (unless previously revoked, varied or renewed) at the conclusion of the next annual general meeting of the Company, but so as to enable the Company before such time to make offers or agreements which would or might require relevant securities to be allotted after such time and to enable the Directors to allot relevant securities in pursuance of any such offers or agreements as if the authority conferred thereby had not expired, such authority to be in substitution for all prior authorities conferred upon the Directors in respect of relevant securities, but without prejudice to any allotments made pursuant to the terms of such authorities.”

8. To consider and, if thought fit, pass the following resolution as a Special Resolution:
THAT the Directors be empowered to allot equity securities (within the meaning of Section 94 of the Companies Act 1985) for cash, pursuant to the general authorities described in Resolution 8 above in substitution for all prior powers conferred on the Directors but without prejudice to any allotments made pursuant to the terms of such powers, as if Section 89(1) of the Companies Act 1985 did not apply to any such allotment, such power being limited to:”

8.1 the allotment of equity securities (defined as aforesaid) in connection with or pursuant to an offer in favour of holders of equity securities in the Company and other persons entitled to participate therein in proportion (as nearly may be) to their existing holdings of equity securities (or, as appropriate, the numbers of such securities which such other persons are for those purposes deemed to hold) but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements or any legal or practical problems under the laws of, or the requirements of any recognised regulatory body of, or any stock exchange in, any territory, and;

8.2 the allotment of equity securities for cash (otherwise than as described in sub-paragraph 9.1 above) up to an aggregate nominal amount equal to 5 per cent of the issued and unconditionally allotted share capital of the Company, provided always that such power shall expire (unless previously revoked, varied or renewed) after the period of 15 months from the date of the passing of this resolution or at the conclusion of the next annual general meeting of the Company, whichever is the earlier, but so as to enable the Company before the end of such period to make offers or agreements which would or might require equity securities to be allotted after such expiry and to empower the Directors to allot equity securities in pursuance of any such offers or agreements as if this power had not expired.

By order of the Board
Emily J Peebles
Dalmore House
310 St Vincent Street
Glasgow
G2 5QR

1. Any member of the Company who is entitled to attend and vote at the Annual General Meeting may appoint another person or persons (whether a member or not) as their proxy to attend and, on a poll, to vote on their behalf.
2. To be valid, Forms of Proxy must be lodged with the Company’s Registrars, Lloyds TSB Registrars, The Causeway, Worthing, West Sussex BN99 6DA not later than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting together with any documentation required.
3. In the case of a corporation, the Form of Proxy should be executed under its common seal or signed by a duly authorized officer or attorney of the corporation.
4. Completing and returning a Form of Proxy will not prevent any member from attending the meeting in person and voting should they so wish.
5. The following documents will be available at the registered office of the Company on any weekday (except Saturday) during normal business hours from the date of this notice until the date of the Annual General Meeting:
   1. A copy of the service agreements for the executive Directors.
   2. A copy of the letters of appointment for the non-executive Directors.
   3. The register of interests of the Company’s Directors in the shares of the Company which is maintained under Section 325 of the Companies Act 1985.
   4. The Memorandum and Articles of Association of the Company.

These documents will also be available for inspection during the Annual General Meeting and or at least fifteen minutes before it begins.