Notice of General Meeting

Rotala PLC
23 January 2008



                                   Rotala plc
                          ('Rotala' or 'the Company')

                           Notice of General Meeting


The Board of Rotala announced on 16 January 2008 that the Company is seeking
authority from Shareholders to allot up to 20.28 million Relevant Securities for
cash, without statutory pre-emption rights applying, in order to provide capital
to fund potential future acquisitions by the Company and to meet working capital
requirements.  The Board currently envisages carrying out a placing of Loan
Notes (together with the issue of share warrants), but may use the authority to
issue other Relevant Securities either as an alternative, or in addition to such
a placing.

The Company does not currently have the requisite shareholder authorities to
make an issue of Relevant Securities of the size necessary to meet the funding
requirements of the Company.  The consent of Shareholders is therefore required
both to increase the Directors' authority to allot Relevant Securities and to
allot such securities without statutory pre-emption rights applying in favour of
existing Shareholders.

A Circular has been sent to Shareholders to convene the General Meeting, which
is to be held at Sixth Floor, 80 Cannon Street, London EC4N 6HL at 10.00 a.m. on
Thursday, 14th February 2008.


Background

The Board of Rotala announced on 16 January 2008 that it had raised £1.0 million
under the terms of a loan agreement (the 'Loan Agreement') with Ludgate
Investments Limited and John Gunn, Chairman of the Company (the 'Loan'). The
Loan will provide the finance required to enable the Company to complete the
acquisition of Ludlows of Halesowen Limited ('Ludlows').

Under the terms of the Loan Agreement, conditional upon, inter alia, the
Resolutions being passed, the Loan Agreement provides for the principal amount
advanced under the Loan to be settled in consideration of the issue of such
number of Convertible Unsecured Redeemable Loan Notes of £1.00 each due 2011
(the 'Loan Notes') as have an equal nominal value to such amount, together with
any warrants attaching to the Loan Notes.



The Company is seeking authority from Shareholders to allot up to 20.28 million
Relevant Securities for cash, without statutory pre-emption rights applying, in
order to meet working capital requirements, to facilitate the continued
expansion of the Group beyond the contract wins that have been announced in
recent months and to finance further acquisitions. The issue of Relevant
Securities and the exercise or conversion of Relevant Securities issued pursuant
to this authority would represent a 100 per cent. increase in the existing
issued share capital of the Company.



The Company is currently in the process of undertaking a placing of Loan Notes
with certain investors. By passing the Resolutions, the Company will be able to
raise such financing in order to exploit quickly opportunities that present
themselves to the Company, in a cost-effective manner.



Reasons for THE resolutions



The Company's strategy is to transform the economics of small bus and coach
operators through consolidation of their cost bases, reductions in unit costs
and the application of superior financial and management resources.



The Board continues to be engaged in discussions regarding a number of further
acquisition opportunities in line with its principal strategy of expanding the
group rapidly around a small number of commercial hubs, currently based around
Birmingham and Bristol. The Company will also require additional working capital
if it is to take full advantage of the opportunities for expansion that exist
through new contract wins, a number of which have been announced in recent
months.



Any funds raised through the issue of Relevant Securities will be used firstly
to provide additional working capital to service the recently announced contract
wins, and any additional contract wins, which the Company is confident it will
obtain in the first half of 2008. Secondly, the proceeds will be used to pursue
a number of potential acquisitions that the Company is in the process of
evaluating.  This is in line with the Board's principal strategy of expanding
the Group through acquisitions.  The Directors recommend that the special
resolution disapplying the statutory pre-emption rights set out in section 89(1)
of the Act in order to ensure that the Company has the necessary funds to meet
the objectives set out above. The Board will issue Relevant Securities on open
market terms to maximize the working capital of the Company.





RECOMMENDATION



The Independent Directors unanimously recommend Shareholders to vote in favour
of the Resolutions as they intend to do in respect of their own beneficial
shareholdings (direct and indirect) which amount, in aggregate to 1,197,219
Ordinary Shares, representing approximately 5.88 per cent. of the issued
Ordinary Shares.


Contacts:

John Gunn, Chairman Rotala plc                                     020 7621 5770
Kim Taylor, CEO Rotala plc                                         020 7621 5770
Romil Patel / Matthew Marchant, Blue Oar Securities Plc            020 7448 4400




                                          DEFINITIONS

'Circular'                              the circular dated 22 January 2008, addressed to the
                                        Shareholders


'Company' or 'Rotala'                   Rotala plc (registered in England and Wales under
                                        company number 5338907)


'Directors' or 'Board'                  the directors of the Company


'General Meeting'                       the general meeting of the Company convened for 10 a.m.
                                        on Thursday, 14th February 2008




'Group'                                 the Company and its subsidiaries and subsidiary
                                        undertakings at the date of this document


'Independent Directors'                 the Directors other than John Gunn


'Loan Notes'                            convertible unsecured loan notes due for redemption on
                                        31 December 2011


'Ludgate'                               Ludgate Investments Limited (registered in England and
                                        Wales under company number 4043908), a company in which
                                        John Gunn has an interest


'Ordinary Shares'                       ordinary shares of 25 pence each in the capital of the
                                        Company


'Relevant Securities'                   shall have the meaning prescribed by section 80(2) of
                                        the Act


'Resolutions'                           the resolutions set out in the notice of General Meeting
                                        at the end of this document


'Shareholders'                          holders of Ordinary Shares






                      This information is provided by RNS
            The company news service from the London Stock Exchange