Notice of AGM

Zoo Digital Group PLC
29 September 2006

Under embargo 7.00 am                                          29 September 2006



                             ZOO Digital Group plc

                            ('ZOO' or the 'Company')



                  Annual Report and Accounts and Notice of AGM



The Board of ZOO announces that the annual report and accounts for the year
ended 31 March 2006 have been posted to its shareholders. Copies of the report
and accounts and notice of Annual General Meeting ('AGM') will be available,
free of charge, for a period of one month from the date of this announcement
from the Company's Nominated Adviser and Broker, Noble & Company Limited, 5th
floor, 120 Old Broad Street, London, EC2N 1AR.



ZOO's AGM will be held at 10.00am on Monday 23 October 2006 at 20 Furnival
Street, Sheffield, S1 4QT.



                          Proposed share consolidation



In order to make the number of ordinary shares of the Company in issue more
manageable and the share price more attractive to potential investors, the
Company is proposing at the AGM, subject to shareholder approval, to effect a
share consolidation to reduce the number of authorised and issued ordinary
shares currently being 443,481,674 ordinary shares of 0.2p each. The effect of
the share consolidation will be to consolidate every 75 ordinary shares with a
nominal value of 0.2 pence into 1 new ordinary share with a nominal value of 15
pence.



Application will be made for the new ordinary shares to be issued pursuant to
the share consolidation to trading on AIM. It is expected that dealings in the
new ordinary shares on AIM will commence on 24 October 2006. Certificates in
respect of the new ordinary shares to be issued pursuant to the share
consolidation are expected to be issued and despatched by 27 October 2006 and
CREST accounts will be credited in respect of the new ordinary shares on 24
October 2006. On despatch of the new certificates any existing certificates will
become valueless and can be destroyed.



Fractional entitlements will be aggregated into whole shares and sold in the
market at the best price reasonably obtainable. For administrative convenience,
as the proceeds of such sales to which any shareholder is entitled are expected
to be negligible, such proceeds will be applied for the benefit of the Company
rather than being sent to the shareholder entitled.



                                    - ends -

Enquiries:

Helen Thomas
Weber Shandwick Square Mile
020 7067 0700

Alasdair Robinson
Noble & Company Limited
0131 225 9677


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