IN THE MATTER OF UNIBET GROUP PLC and IN THE MATTER OF THE COMPANIES ACT 1985
NOTICE IS HEREBY GIVEN that by an Order dated 12 September 2006, made in the above matters the Court has directed a meeting (the "Court Meeting") to be convened of the holders of ordinary shares of £0.005 each (hereinafter called the "Unibet Shares") in the capital of Unibet Group plc (the "Company") for the purpose of considering and, if thought fit, approving (with or without modification) a Scheme of Arrangement proposed to be made between the Company and the holders of Unibet Shares over and that such meeting will be held at 11:00 a.m. at Strand Palace Hotel, 372 Strand, London, United Kingdom WC2R 0JJ on 17 October 2006 at which place and time all the holders of the Unibet Shares are requested to attend. A copy of the said Scheme of Arrangement and a copy of the Explanatory Statement required to be furnished pursuant to section 426 of the Companies Act 1985 are available on the company’s web site www.unibetgroupplc.com. Holders of Unibet Shares entitled to vote at the Court Meeting may vote in person at the meeting or they may appoint another person as their proxy to attend and vote in their stead. A proxy need not be a member of the Company. Proxy form B for use at the Court Meeting is available on the company’s web site www.unibetgroupplc.com. Holders of Unibet Shares are asked to complete and sign this proxy in accordance with the instructions printed thereon and return this either by post or by hand to Alliotts, 5th Floor, 9 Kingsway London WC2B 6XF United Kingdom, so as to be received as soon as possible and in any event at least 48 hours before the time fixed for the relevant meeting or any adjournment thereof. Forms of proxy returned by fax will not be accepted. If the proxy form is not lodged by the relevant time, it may be physically delivered to the Chairman of the Court Meeting. Please note that, in relation to proxy form B for the Court Meeting, your proxy may vote or abstain as he or she thinks fit on any modifications to the Scheme or on any other business that may properly come before the Court Meeting unless otherwise instructed by you. The completion and return of a form of proxy will not prevent you from attending and voting in person at the Court Meeting or the Unibet EGM or any adjournment thereof, if you so wish. Holders of Swedish Depositary Receipts (SDRs) over Unibet Shares who wish to attend the Court Meeting must be registered at VPC AB no later than 6 p.m. (Swedish time) on Friday 6 October 2006 and must notify Skandinaviska Enskilda Banken AB (publ) of their intention to attend no later than 5 p.m. (Swedish time) on Thursday, 12 October 2006. This can be done either electronically by completing the attendance notification card D provided on www.unibetgroupplc.com/CourtMeeting, "Notification to holders of Swedish Depositary Receipts in Unibet Group plc" or by completing attendance notification card D awailable on the company’s web site www.unibetgroupplc.com and by returning this to SEB, Merchant Banking, Depåbevisgruppen, R B6, SE -106 40 Stockholm, Sweden as indicated on the attendance notification card as soon as possible and in any event by 5 p.m.(Swedish time) on Thursday,12 October 2006. Provided attendance notification card D has been validly completed and returned, Holders of Swedish Depositary Receipts (SDRs) over Unibet Shares intending to attend the Court Meeting entitled to vote at the Court Meeting may vote in person at the meeting or they may appoint another person as their proxy to attend and vote in their stead. A proxy need not be a member of the Company. Proxy form B for use at the Court Meeting is available on the company’s web site www.unibetgroupplc.com. Holders of SDRs over Unibet Shares are requested to complete and sign proxy form B in accordance with the instructions printed thereon and return this either by post or by hand to Alliotts, 5th Floor, 9 Kingsway London WC2B 6XF United Kingdom, so as to be received as soon as possible and in any event at least 48 hours before the time fixed for the relevant meeting or any adjournment thereof. Forms of proxy returned by fax will not be accepted. If the proxy form is not lodged by the relevant time, it may be physically delivered to the Chairman of the Court Meeting. In relation to proxy form B for the Court Meeting, your proxy may vote or abstain as he or she thinks fit on any modifications to the Scheme or on any other business that may properly come before the Court Meeting unless otherwise instructed by you. Notwithstanding completion of proxy form B, in accordance with the terms and conditions attaching to the SDRs over Unibet Shares, holders thereof will only be eligible to attend and vote at the Court Meeting if they have validly completed and returned attendance notification card D and are the registered owner of the SDRs over Unibet Shares in the VPC Register at 6 p.m. (Swedish time) on Friday 6 October 2006 (or, if there is any adjournment of the Court Meeting, on such date which is ten (10) calendar days before the Court Meeting). Only holdings of SDRs over Unibet Shares in the name of the owner are registered under the holder's own name at VPC AB. Holders of SDRs whose holding is registered in the name of a nominee must, to be able to exercise their voting rights at the Court Meeting, register their SDRs in their own name. Those holding nominee-registered SDRs must contact their custodian bank or brokerage to request that their holding be temporarily registered in their own name in good time before Friday, 6 October 2006. Conversions to and from SDRs and ordinary shares will not be permitted during the period Friday, 6 October 2006 to Tuesday, 17 October 2006. Entitlement to attend and vote at the Court Meeting and the number of votes which may be cast at any such meeting will be determined: (a) in the case of the holders of Unibet Shares, by reference to the register of members of the Company on the date which is 48 hours before the day fixed for the Court Meeting or any adjourned meeting (as the case may be); and (b) in the case of holders of SDRs (and subject always to such holders having validly submitted attendance notification card D to SEB), by reference to the VPC Register on the date which is 10 calendar days before the day fixed for the Court Meeting or any adjourned meeting (as the case may be); By the said Order, the Court has appointed Anders Ström, or failing him, Henrik Tjärnström, or failing him Peter Boggs, to act as Chairman of the Court Meeting and has directed the Chairman to report the result thereof to the Court. The said Scheme of Arrangement will be subject to the subsequent sanction of the Court. Dated 19 September 2006 PricewaterhouseCoopers Legal LLP 1 Embankment Place London WC2N 6DX Solicitors for the Company Explanatory Note: The Purpose of the Scheme is to establish New Unibet as the new holding company of the Unibet Group. The Scheme must be approved by the Court, which will not sanction the Scheme unless it has previously been approved by Unibet Shareholders at a separate Court Meeting convened for this purpose. The resolution will be passed if it is approved by a simple majority in number of those Unibet Shareholders present and voting (either in person or by proxy) at the Court Meeting representing not less than 75 per cent. of the nominal value of the Unibet Ordinary Shares voted by those Unibet Shareholders.