Arena Leisure plc : Notice of Court Meeting

NOTICE OF COURT MEETING IN THE HIGH COURT OF JUSTICE No. 1029 of 2012 CHANCERY DIVISION COMPANIES COURT REGISTRAR BARBER

IN THE MATTER OF ARENA LEISURE PLC

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IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that, by an Order dated 9 February 2012 made in the above matters, the Court has directed a meeting to be convened of the holders of the Scheme Shares (as defined in the scheme of arrangement referred to below), for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement proposed to be made pursuant to Part 26 of the Companies Act 2006 between Arena Leisure Plc (the "Company") and the holders of the Scheme Shares, and that such meeting shall be held at the offices of K&L Gates LLP, One New Change, London EC4M 9AF on 7 March 2012 at

10.00 a.m., at which place and time all holders of Scheme Shares are requested to attend.

A copy of the said scheme of arrangement and a copy of the statement required to be furnished pursuant to section 897 of the Companies Act 2006 are incorporated in the document of which this notice forms part.

Holders of Scheme Shares 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. A WHITE form of proxy for use at the meeting is enclosed with this notice. Completion of the form of proxy shall not prevent a holder of Scheme Shares from attending and voting at the meeting.

Holders of Scheme Shares are entitled to appoint a proxy in respect of some or all of their shares. Holders of Scheme Shares are also entitled to appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such holder. A space has been included in the WHITE form of proxy to allow holders of Scheme Shares to specify the number of shares in respect of which that proxy is appointed. Holders of Scheme Shares who return the WHITE form of proxy duly executed but leave this space blank shall be deemed to have appointed the proxy in respect of all their shares.

Holders of Scheme Shares who wish to appoint more than one proxy in respect of their shareholding should contact the Company for further WHITE forms of proxy or photocopy the form of proxy as required. Such holders should also read the multiple proxy voting instructions set out on the WHITE form of proxy and the further notes below and note the principles that shall be applied in relation to multiple proxies.

It is requested that WHITE forms of proxy be returned to Capita Registrars of PXS, 34 Beckenham Road, Beckenham, BR3 4TU, so as to be received as soon as possible and in any event by no later than 10.00 a.m. on 5 March 2012 but if forms are not so lodged they may be handed to the Chairman at the meeting before the taking of the poll.

Holders of Scheme Shares entitled to attend and vote at the meeting who hold their shares through CREST may appoint a proxy using the CREST electronic proxy appointment service.

In the case of joint holders of Scheme Shares, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

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.

By the said Order, the Court has appointed David Thorpe or, failing him, Andrew Page or, failing him, Mark Elliott, to act as Chairman of the meeting and has directed the Chairman to report the result of the meeting to the Court.

The said scheme of arrangement shall be subject to the subsequent sanction of the Court.

K&L Gates LLP

Solicitors for the Company

Dated: 10 February 2012

Further notes:

(1) A WHITE 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.
(2) WHITE forms of proxy, together with any power of attorney or other authority (if any) under which the form 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 10.00 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 not returned by that time may be handed to Capita Registrars, on behalf of the Chairman, before the poll is taken and will still be valid. As an alternative to completing and returning the printed WHITE form of proxy, the WHITE 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 10.00 a.m. on 5 March 2012.
(3) You may appoint more than one proxy provided that each proxy is appointed to exercise rights attaching to different shares.
(4) If you wish to appoint multiple proxies, you may: (a) photocopy a WHITE 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 19 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.
(5) Subject to the following principles where more than one proxy is appointed, where a WHITE 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 a 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).
(6) 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.
(7) 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.
(8) 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.
(9) 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).
(10) Where the application of paragraph 9 above gives rise to fractions of shares, such fractions will be rounded down.
(11) WHITE forms of proxy returned by fax will not be accepted.
(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) 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 voting service provider(s), who will be able to take the appropriate action on their behalf.
(15) 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.
(16) 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.
(17) 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.
(18) 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.
(19) If you are in any doubt about completing the WHITE 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.
(20) Any question relevant to the business of the meeting may be asked at the meeting by anyone permitted to speak at the meeting. (21) You may alternatively submit your question in advance by way of a letter addressed to the Chairman.
(22) Voting on the resolution at this meeting will be conducted on a poll rather than a show of hands.