Arena Leisure plc : Notice of General Meeting

NOTICE OF GENERAL MEETING ARENA LEISURE PLC

(Registered in England and Wales No. 00857819)

NOTICE IS HEREBY GIVEN that a GENERAL MEETING of Arena Leisure Plc (the "Company") shall be held at the offices of K&L Gates LLP, One New Change, London EC4M 9AF on 7 March 2012 at

10.15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned) for the purpose of considering and, if thought fit, passing the following resolution, which shall be proposed as a special resolution (terms defined in the document of which this Notice forms part shall have the same meaning in this Notice unless otherwise expressly defined):

SPECIAL RESOLUTION THAT:

1. for the purpose of giving effect to the scheme of arrangement dated 10 February 2012 between the Company and the holders of Scheme Shares, a print of which has been produced to this meeting and for the purposes of identification signed by the chairman thereof, in its original form or subject to any modification, addition or condition agreed by the Company and Aldersgate and approved or imposed by the Court:

1.1 the directors of the Company be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect;

1.2 the share capital of the Company be reduced by cancelling and extinguishing all of the Scheme Shares (as defined in the Scheme) at the Scheme Record Time in accordance with, and subject to, the terms of the Scheme;

1.3 subject to and forthwith upon the said reduction of capital taking effect and notwithstanding anything to the contrary in the articles of association of the Company:

(a) the reserve arising in the books of account of the Company as a result of the said reduction of capital be capitalised and applied in paying up in full at par the New Arena Shares so created, such New Arena Shares to be allotted and issued credited as fully paid to Aldersgate and/or its nominee(s) in accordance with the terms of the Scheme; and

(b) the directors of the Company be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 to allot the New Arena Shares referred to in paragraph 1.3(a) above, provided that (1) the maximum aggregate nominal amount of the shares which may be allotted under this authority shall be the aggregate nominal amount of the New Arena Shares created pursuant to paragraph

1.3(a) above, (2) this authority shall expire on the fifth anniversary of the date of this resolution and (3) this authority shall be in addition and without prejudice to any other authority under the said section 551 previously granted and in force on the date on which this resolution is passed; and

1.4 with effect from the passing of this resolution, the articles of association of the Company be amended by the adoption and inclusion of the following new article 3A:

"3A SCHEME OF ARRANGEMENT

(a) In this Article 3A, the "Scheme" means the scheme of arrangement dated 10 February

2012 between the Company and the holders of its Scheme Shares (as defined in the

Scheme) under Part 26 of the Companies Act 2006 in its original form or with or subject

to any modification, addition or condition approved or imposed by the Court and agreed by the Company and Aldersgate. Expressions defined in the Scheme shall have the same meanings in this Article 3A (save as expressly defined in these Articles).

(b) Notwithstanding any other provision of these Articles, if the Company issues any Arena Shares (other than to Aldersgate or its nominee(s)) at or after the Voting Record Time and at or before the Scheme Record Time, such shares shall be issued subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the holders of such shares shall be bound by the Scheme accordingly.

(c) Subject to the implementation of the Scheme, if any Arena Shares are issued or transferred to any person or his nominee (a "New Member") (other than under the Scheme or to Aldersgate or its nominee(s)) after the Scheme Record Time (the "Post- Scheme Shares") they shall be immediately transferred to Aldersgate (or as it may direct in writing) who shall be obliged to acquire all Post-Scheme Shares in consideration for, and conditional on, the payment by Aldersgate of an amount in cash for each Post- Scheme Share as that New Member would have been entitled to under the Scheme for those Post-Scheme Shares had they been Scheme Shares, provided that the cash payment per share to be paid to a New Member pursuant to this paragraph (c) of this Article may be adjusted by the Directors, in such manner as the auditors of the Company may determine, on any reorganisation of or material alteration to the share capital of the Company (including, without limitation, any subdivision and/or consolidation) effected after the close of business on the Effective Date. References in this Article to ordinary shares shall, following such adjustment, be construed accordingly.

(d) To give effect to any transfer of Post-Scheme Shares, the Company may appoint any person as attorney for the New Member to transfer the Post-Scheme Shares to Aldersgate and/or its nominee(s) and do all such other things and execute and deliver all such documents as may in the opinion of the attorney be necessary or desirable to vest the Post-Scheme Shares in Aldersgate or its nominee(s) and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as Aldersgate may direct. If an attorney is so appointed, the New Member shall not thereafter (except to the extent that the attorney fails to act in accordance with the directions of Aldersgate) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed by Aldersgate. The attorney shall be empowered to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer on behalf of the New Member (or any subsequent holder) in favour of Aldersgate or its nominee(s) and the Company may give a good receipt for the consideration for the Post-Scheme Shares and may register Aldersgate or its nominee(s) as holder thereof and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares.

(e) Aldersgate shall settle the consideration due under paragraph (c) of this Article within five working days of the issue of the Post-Scheme Shares to the New Member.

(f) Notwithstanding any other provision of these Articles, neither the Company nor the Directors shall register the transfer of any Scheme Shares effected between the Scheme Record Time and the Effective Date.".

By order of the Arena Board Registered office Dated 10 February 2012 408 Strand Robert Mercer FCMA London WC2R 0NE Company Secretary

Notes:

(1) Members of the Company entitled to attend and vote at the meeting may vote in person at the said meeting or they may appoint another person, whether a member of the Company or not, as their proxy to attend and vote in their stead. A proxy need not be a member of the Company.
(2) A BLUE form of proxy is enclosed with this Notice. Instructions for use are shown on the form. Completing and returning a form of proxy will not prevent the shareholder from attending and voting at the meeting (or any adjournment of the meeting) in person, should he subsequently decide to do so.
(3) To be valid, a BLUE form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified or office copy of such power or authority, must be received at the offices of the Company's registrar, Capita Registrars Limited ("Capita Registrars") at PXS, 34 Beckenham Road, Beckenham, BR3 4TU not less than 48 hours (in calculating such period, no account shall be taken of any part of a day that is not a Business Day) before the time of the meeting (in other words, by 10.15 a.m. on 5 March 2012) or, as the case may be, the adjourned meeting. A reply-paid envelope has been provided for this purpose for use in the United Kingdom only. Forms of proxy returned by fax will not be accepted. As an alternative to completing and returning the printed BLUE form of proxy, the BLUE form of proxy may be submitted electronically by logging on to the following website: www.capitashareportal.com and following the instructions there. For an electronic proxy appointment to be valid, the appointment must be received by Capita Registrars no later than 10.15 a.m. on
5 March 2012.
(4) You may appoint more than one proxy provided that each proxy is appointed to exercise rights attaching to different shares.
(5) If you wish to appoint multiple proxies, you may: (a) photocopy a BLUE form of proxy, fill in each copy in respect of different shares and send the multiple forms together to Capita Registrars at PXS, 34 Beckenham Road, Beckenham, BR3 4TU, or alternatively (b) call Capita Registrars on the number in paragraph 21 below who will then issue you with multiple proxy forms. In each case, please ensure that all of the multiple proxy forms in respect of one registered holding are sent in the same envelope if possible.
(6) Subject to the following principles where more than one proxy is appointed, where a BLUE form of proxy does not state the number of shares to which it applies (a "blank proxy") then that proxy is deemed to have been appointed in relation to the total number of shares registered in your name (the "member's entire holding"). In the event of a conflict between a blank proxy and BLUE form of proxy which does state the number of shares to which it applies (a "specific proxy"), the specific proxy shall be counted first, regardless of the time it was sent or received (on the basis that as far as possible, the conflicting forms of proxy should be judged to be in respect of different shares) and remaining shares will be apportioned to the blank proxy (pro rata if there is more than one).
(7) Where there is more than one proxy appointed and the total number of shares in respect of which proxies are appointed is no greater than your entire holding, it is assumed that proxies are appointed in relation to different shares, rather than that conflicting appointments have been made in relation to the same shares.
(8) If two or more valid but different instruments of proxy are received in respect of the same share for use at the same meeting or on the same poll, the one which is last validly delivered (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the others as regards that share and if the Company is unable to determine which was the last validly delivered, none of them shall be treated as valid in respect of that share.
(9) If conflicting proxies are sent or received at the same time in respect of (or deemed to be in respect of) your entire holding, none of them shall be treated as valid.
(10) Where the aggregate number of shares in respect of which proxies are appointed exceeds your entire holding and it is not possible to determine the order in which they were sent or received (or they were all sent or received at the same time), the number of votes attributed to each proxy will be reduced pro rata (on the basis that as far as possible, conflicting forms of proxy should be judged to be in respect of different shares).
(11) Where the application of paragraph 10 above gives rise to fractions of shares, such fractions will be rounded down.
(12) If you appoint a proxy or proxies and then decide to attend the meeting in person and vote using your poll card, then your vote in person will override the proxy vote(s). If your vote in person is in respect of your entire holding then all proxy votes will be disregarded. If, however, you vote at the meeting in respect of less than your entire holding, if you indicate on your polling card that all proxies are to be disregarded, that shall be the case; but if you do not specifically revoke proxies, then your vote in person will be treated in the same way as if it were the last received proxy and earlier proxies will only be disregarded to the extent that to count them would result in the number of votes being cast exceeding your entire holding.
(13) In relation to paragraph 12 above, in the event that you do not specifically revoke proxies, it will not be possible for the Company to determine your intentions in this regard. However, in light of the aim to include votes wherever and to the fullest extent possible, it will be assumed that earlier proxies should continue to apply to the fullest extent possible.
(14) Entitlement to attend and vote at the meeting or any adjournment thereof and the number of votes which may be cast thereat shall be determined by reference to the register of members of the Company at 6.00 p.m. on 5 March 2012 or, if the meeting is adjourned, on the day which is two days before the date of such adjourned meeting. In each case, changes to the register of members of the Company after such time shall be disregarded.
(15) Shareholders who hold shares through CREST and who wish to appoint a proxy or proxies for the meeting or any adjournment(s) by using the CREST electronic proxy appointment service may do so in accordance with the procedures set out in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or a voting service provider(s), who will be able to take the appropriate action on their behalf.
(16) In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The appointment must, in order to be valid, be transmitted so as to be received by Capita Registrars (CREST Participant ID: "RA10") at least 48 hours (in calculating such period, no account shall be taken of any part of a day that is not a Business Day) prior to the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Capita Registrars are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
(17) CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed (a) voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
(18) The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
(19) A shareholder which is a company (a corporation) and which wishes to be represented at the meeting by a person with authority to speak, vote on a show of hands and vote on a poll (a corporate representative) must appoint such a person by resolution of its directors. A corporate representative has the same powers on behalf of the corporation he/she represents as that corporation could exercise if it were an individual member of the Company.
(20) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority will be determined by the order in which the names stand in the Company's register of members in respect of the joint holding.
(21) If you are in any doubt about completing the BLUE form of proxy please telephone Capita Registrars between 8.30 a.m. and
5.30 p.m. (London time) Monday to Friday (except UK public holidays) on 0871 664 0321 (or on [phone] if calling from outside the UK). Calls to the 0871 664 0321 number are charged at 10 pence per minute (including VAT) plus network extras. The helpline cannot provide advice on the merits of the proposals nor give any financial, legal or tax advice.
(22) Any question relevant to the business of the meeting may be asked at the meeting by anyone permitted to speak at the meeting. (23) You may alternatively submit your question in advance by way of a letter addressed to the Chairman.
(24) Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a nominated person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a nominated person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
(25) Information regarding the meeting, including the information required by section 311A of the Companies Act 2006, is available from www.arenaleisureplc.com.
(26) The statement of the rights of shareholders in relation to the appointment of proxies in Note 1 does not apply to nominated persons. The rights described in that note can only be exercised by shareholders of the Company.
(27) As at 9 February 2012, being the latest practicable date prior to the publication of this document, the Company's issued share capital consists of 364,202,007 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at
9 February 2012 are 364,202,007.
(28) Under section 319A of the Companies Act 2006, the Company must answer any question you ask relating to the business being dealt with at the meeting unless:
(a) answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
(b) the answer has already been given on a website in the form of an answer to a question; or
(c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.