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Venture Six Plc (VTSO)

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Monday 14 July, 2008

Venture Six Plc

Notice of AGM


14 July 2008

                                VENTURE SIX PLC                                

                       ("Venture Six" or the "Company")                        

                       NOTICE OF ANNUAL GENERAL MEETING                        

NOTICE IS HEREBY GIVEN that the annual general meeting of Venture Six Plc will
be held at Acre House, 11-15 William Road, London, NW1 3ER on 11 August 2008 at
9.00 a.m. for the following purposes:

Ordinary Business

To consider and, if thought fit, to pass the following resolutions which will
be proposed as ordinary resolutions:

 1. To receive, consider and adopt the Company's annual accounts for the year
    ended 31 December 2007 together with the last directors' report and the
    auditors' report on those accounts.
   
 2. To reappoint Barry Gold as a director.
   
 3. To reappoint Gerry Desler as a director.
   
 4. To reappoint Adler Shine LLP as auditors to hold office from the conclusion
    of the meeting to the conclusion of the next meeting at which the accounts
    are laid before the Company at remuneration to be determined by the
    directors.
   
 5. That the 57,848,878 issued Ordinary Shares of £0.005 each in the capital of
    the Company be and are hereby converted by sub-dividing every 50 issued
    Ordinary Shares into the total issued Ordinary Shares in the capital of the
    Company to create 1,156,978 Ordinary Shares of £0.005 each and to create
    59,691,900 Deferred Shares of £0.005 each.
   
 6. That the Deferred Shares shall be granted the following rights:
   
    a) The holders of the Deferred Shares shall not be entitled to receive notice
       of or attend a general meeting and also shall not be entitled to vote at
       any such general meeting;
   
    b) The holders of Deferred Shares shall not be entitled to receive any
       dividend payment from the profits of the Company which it may declare and
       distribute;
   
    c) The Deferred Shares confer a right to repayment to their holders of the
       amounts paid up or credited as paid up on them on a winding up of the
       Company or return of capital or otherwise in proportion to the number of
       such shares held after paying to the holders of the Ordinary Shares the
       amounts paid up or credited as paid up on them in respect of each Ordinary
       Share; and shall then be entitled to participate in any surplus assets of
       the Company or return of capital in proportion to the number of such
       Deferred shares held by them.
   
 7. THAT in substitution for all existing authorities to the extent unused, the
    directors be and they are hereby generally and unconditionally authorised
    pursuant to section 80 of the Companies Act 1985 ("the Act") to exercise
    any power of the Company to allot relevant securities and grant rights to
    subscribe for or to convert any security into shares of the Company (as
    defined by Section 80(2) of the Act) up to a maximum aggregate nominal
    amount of £9,710,756 PROVIDED THAT the authority hereby given shall expire
    at the end of the next annual general meeting after the passing of this
    resolution and the Company may before such expiry make an offer, agreement
    or other arrangement which would or might require relevant securities to be
    allotted after such expiry and the directors may allot relevant securities
    or grant any such rights under this authority in pursuance of any such
    offer, agreement or other arrangement as if the authority hereby conferred
    by the Company had not expired.
   
Special Business

To consider and, if thought fit, pass the following special resolutions:

 8. THAT, subject to the passing of the previous resolution, the directors be
    and they are hereby empowered, pursuant to Section 95 of the Act, to allot
    equity securities (as defined in Section 94(2) of the Act) wholly for cash
    out of any relevant securities (as defined in Section 80(2) of the Act)
    pursuant to the authority conferred by the previous resolution as if
    Section 89(1) of the Act did not apply to such allotment PROVIDED THAT this
    power shall expire at the end of the annual general meeting held next after
    the passing of this resolution except that the Company may before such
    expiry make an offer, agreement or other arrangement which would or might
    require equity securities to be allotted after such expiry and the
    directors may allot equity securities pursuant to any such offer, agreement
    or other arrangement as if the authority hereby conferred had not so
    expired.
   
Special Business

To consider and, if thought fit, pass the following special resolutions:

 9. That the Articles of Association of the Company are hereby amended by the
    deletion of the existing Article 3 and replacing by the following new
    Article 3:
   
    3 The authorised share capital of the Company is £10,000,000 divided into
      1,943,308,100 Ordinary Shares of £0.005 each and 56,691,900 Deferred Shares
      of £0.005 each.
   
And by the addition of the following new Article 3.3:

      3.3 The Deferred Shares confer the following rights on their holders
   
          3.3.1 The holders shall not be entitled to any dividend payments:
   
          3.3.2 The right to repayment of the amounts paid up or credited as paid 
                up on them on a winding up of the Company or return of capital or 
                otherwise in proportion to the number of such shares held after 
                paying to the holders of the Ordinary Shares the amounts paid up 
                or credited as paid up on them in respect of each Ordinary Share; 
                and to participate in any surplus assets of the Company together 
                with the holders of Ordinary shares (as if the meaning of Article 
                3.1.2 included the Deferred shares) and in proportion to the
                number of such shares held after the payment of the paid up amount 
                to the holders of the Ordinary Shares.
   
          3.3.3 The holders shall not be entitled to receive notice of or attend 
                general meetings and also shall not be entitled to vote at any 
                general meetings.
   
Registered office:                                      By Order of the Board
                                                                             
140B High Street                                                 Gerry Desler
                                                                             
Ongar                                                       Company Secretary
                                                                             
Essex CM5 9JH                                                                
                                                                             
14th July 2008                                                               

NOTES:

 1. A member entitled to attend and vote at the meeting convened by the notice
    set out above is entitled to appoint a proxy (or proxies) to attend and, on
    a poll, to vote in his place. A proxy need not be a member of the Company.
   
 2. A form of proxy is enclosed. To be valid, a form of proxy and the power of
    attorney or other authority, if any, under which it is signed, or a copy of
    it notarially certified, must be deposited at the registered office of the
    Company so as to be received not later than 48 hours before the time
    appointed for holding the annual general meeting. Completion of the proxy
    does not preclude a member from subsequently attending and voting at the
    meeting in person if he or she so wishes.
   
 3. The register of interests of the directors and their families in the share
    capital of the Company will be available for inspection at the registered
    office of the Company during normal business hours (Saturdays and public
    holidays excepted) from the date of this notice until the conclusion of the
    AGM.
   
                                  --- ENDS---                                  

Venture Six Plc

Venture Six Plc is an investment vehicle that has been formed to make
acquisitions in the home entertainment and leisure markets in the United
Kingdom, the United States and Canada. The Directors consider that the home
entertainment and leisure markets embrace all media related businesses
including films, television, radio, computer games, hotels and travel services

The Directors of Venture Six Plc accept responsibility for this announcement.

CONTACT DETAILS:

Venture Six Plc:      Gerry Desler      Tel: 01277 366558

                      Barry Gold        Tel: 07768 948928

Fisher Corporate Plc: Gary Miller       Tel: 020 7388 7000

Gth media relations:  Toby Hall         Tel: 020 7153 8039

                      Christian Pickel  Tel: 020 7153 8035