Notice of EGM and Publication of Circular

Billam plc (the "Company") Notice of EGM and Publication of Circular 1 March 2006 Further to the announcement dated 15 February 2006 regarding the requisition of an EGM by J M Finn Nominees Limited and David Floyd (the "Requisitionists"), the Company announces that it has convened an EGM and sent a Circular to shareholders outlining the reasons why in the opinion of the Directors the Requisitionists' proposals are not in the best interests of the Company and its Shareholders as a whole. The EGM will be held at the offices of KBC Peel Hunt at 111 Old Broad Street, London EC2N 1PH, on Friday 24 March at 9:30am. The resolutions to be proposed at the EGM are as follows: 1. That Dimitri Dimitriou be and hereby is appointed as a director of the Company; 2. That Nishith Malde be and hereby is appointed as a director of the Company; 3. That Victor Noel Beamish be and hereby is removed as a director of the Company; 4. That Angus George Patrick Forrest be and hereby is removed as a director of the Company; 5. That any person appointed to the Board after 27 January 2006 is removed from the Board of the Company. The Directors are of the view that the above proposals of the Requisitionists are wholly contrary to the interests of the Company and Shareholders, taken as a whole. The Directors accordingly unanimously recommend that Shareholders vote against all the above resolutions as they intend to do in respect of their own beneficial and connected shareholdings, which amount to 1,518,500 Ordinary Shares, representing 14.5 per cent. of the current issued share capital of the Company. The letter to shareholders from the Chairman of the Board of Directors reproduced below forms part of the Circular For further information: Billam plc 020 7963 0580 Angus Forrest Bishopsgate Communications 020 7430 1600 Maxine Barnes - - - - - - - - LETTER TO SHAREHOLDERS 1 March 2006 Dear Shareholder, Notice of Extraordinary General Meeting requisitioned by two members of the Company pursuant to section 368 of the Companies Act 1985 relating to proposed board changes Introduction The Board of Billam announced on 15 February 2006 that it had received a requisition from J M Finn Nominees Limited and David Floyd to convene an EGM to consider the appointment of Dimitri Dimitriou and Nisheth Malde, and the removal of Victor Beamish and Angus Forrest, as Directors of the Company. The Board unanimously believes the Proposals by the Requisitionists are opportunistic, and do not recognise the intrinsic value of Billam's portfolio. Moreover, the Requisitionists are attempting to obtain control of your Company without proposing any clear strategy or making a general offer to Shareholders. Accordingly, the proposals should be rejected. Background More than 80 investment companies were launched during the period 1998 - 2000 whose objective was principally to invest in technology. Most have ceased investment activity, whereas Billam has a portfolio including six investments in companies which have become quoted. Further, two of our current unquoted investments are making significant progress towards a listing anticipated in the next twelve months. At 31 January 2006 the market value of five of the six quoted investments are showing a profit despite the Techmark All Share Index falling by 49% in the period 1 June 2000 to 31 January 2006. The more recent investments, those made since 2003, show significant uplift in value. Billam has a policy of active management regarding those companies in which it invests. Billam is in regular contact with all its investee companies and plays an active part in developing those businesses. My commitment and that of Angus Forrest to the business is demonstrated by our investment of more than £700,000 of our own money over the past five years. Investments The Board notes that private equity investments typically have three phases: investment, holding and realisation. It is in the holding phase when returns are normally achieved. Billam has stated its strategy to bring companies to the stockmarket as soon as practicable following investment, as it believes that quoted status offers real commercial benefits, including raising the company's profile and allowing it to attract, motivate and retain key staff. The portfolio is now only part of the way through its planned life and significant steps towards exploiting the commercialisation of the technology of our investments have been achieved. In the past two years, five of our investments have acquired quoted status either by way of a flotation or by being acquired by quoted companies. Investment strategy An increasing number of the investee companies are now quoted and achieving commercial success. The Board believes this will be reflected in the rising capital value of our portfolio. Opportunities to sell investments from our portfolio and reinvest the proceeds derived therefrom, will be taken at the appropriate time. Reduce Overheads The Board recognises the importance of keeping costs under control and since 2003 the Company's annual overheads have been reduced by 50%, after adjusting for one-off costs. Strategy The Board is considering a number of strategic changes to significantly enhance the Company's performance which they believe will be reflected in increases in the value of Billam shares over the medium and long term. Outlook Two of our unquoted investments plan to float in 2006 and the development of the other investee companies has continued apace. Reasons to vote with the Board 1. Performance - at 31 January 2006 the market value of five of the six quoted investments are showing a profit despite the Techmark All Share Index falling by 49% in the period 1 June 2000 to 31 January 2006. 2. Your Directors have extensive experience of making and managing investments. Victor Beamish, 52, has extensive stockbroking experience and has held several senior positions with stockbrokers in the UK and the Far East. He was regional managing director of ABN AMRO Asia Ltd in the Far East. Previously he was a director of HG Asia and WI Carr Far East. Since 2000 Mr Beamish has become involved in several unquoted companies in the UK as well as being chairman of Billam Plc. Angus Forrest, 52, has been a venture capitalist since 1990. In that role he has been responsible for identifying, negotiating, making and managing investments in a range of businesses. In 2000 he was a co-founder of Billam as an investment company. 3. Existing management have invested £700,000+ of their own money in Billam. 4. A material uplift in asset value is anticipated over the next 12 months. 5. The proposals by the Requisitionists are opportunistic, do not recognise the intrinsic value of the portfolio and are aimed at obtaining control of your Company without making a general offer to Shareholders. Irrevocable undertakings The Company has received irrevocable undertakings from the holders of 1,518,500 Ordinary Shares (representing 14.5 per cent. of the current issued share capital of the Company) to vote against the Resolutions. Action to be taken Shareholders will find enclosed with this document a form of proxy for use at the Extraordinary General Meeting. Whether or not Shareholders intend to be present at the Extraordinary General Meeting, they are requested to complete and return the form of proxy, in accordance with the instructions printed thereon, as soon as possible and in any event so as to be received by Computershare Investor Services plc, PO Box 32, The Pavilions, Bridgwater Road, Bristol, BS99 7NH not later than 9.30 a.m. on 22 March 2006. Completion and return of the form of proxy will not prevent Shareholders from attending the Extraordinary General Meeting and voting in person should they wish. Recommendation The Directors are of the view that the Proposals are wholly contrary to the interests of the Company and Shareholders, taken as a whole. The Directors accordingly unanimously recommend that Shareholders VOTE AGAINST ALL THE RESOLUTIONS as they intend to do in respect of their own beneficial and connected shareholdings, which amount to 1,518,500 Ordinary Shares, representing 14.5 per cent. of the current issued share capital of the Company. Yours sincerely Victor Beamish Chairman ---END OF MESSAGE---

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