Notice of General Meeting and Capital Reduction

W.H. Ireland Group plc

(the “Company” or “WHI”)

Notice of General Meeting and Capital Reduction

WHI announces that it has today posted a circular (the “Circular”) to shareholders containing details of a proposal to create positive distributable reserves in the Company by cancelling the amount standing to the credit of its share premium account (the “Capital Reduction”).  The Capital Reduction is conditional upon the passing of a special resolution (the “Resolution”) by the Company’s shareholders (details of which are set out in the Notice of General Meeting (the “General Meeting”) accompanying the Circular) and subsequent Court approval.

A copy of the Circular and the Notice of General Meeting are available on the Company’s website www.wh-ireland.co.uk.

The following text has been extracted from the Chairman’s letter that forms part of the Circular:

Proposals in relation to the Capital Reduction

Background

As at 30 November 2011 the Company had a loss on its profit and loss account of £1.6 million, and that loss will have increased during the current financial period.  Whatever the final outturn of the WHI group reported for the financial year ending 30 November 2012, the profit and loss account of the Company will remain in deficit at Company level notwithstanding that distributable reserves are available in trading subsidiary undertakings which have yet to be paid up to the Company.

The existence of the deficit on the profit and loss account of the Company also means that any reserves in subsidiary undertakings which are paid up by dividend to the Company will, in the first instance, go towards reducing the deficit on the profit and loss account, rather than being available for distribution to shareholders.

Your Board, therefore, considers it appropriate at this time to restructure the balance sheet of the Company in order to remove the accumulated losses and create a credit on the profit and loss account of the Company.  This is in order to absorb now and in the immediate future losses of the nature described, and so that the Board would be able to recommend the payment of dividends in due course when it considers it appropriate to do so without first having to make allowance for the elimination of the deficit on the profit and loss account of the Company out of reserves.

Cancellation of Share Premium

The share premium account as at the date of the Company’s last audited accounts for the year ended 30 November 2011 stands at £6.406 million (the “Share Premium Account“).  The Board considers it desirable to cancel the amount standing to the Share Premium Account in order to transfer the amount cancelled to the profit and loss account of the Company and accordingly eliminate the deficit on the profit and loss account and place the profit and loss account into credit.

Share premium arises on the issue by the Company of shares at a premium to their nominal value.  The premium is credited to the Share Premium Account.  The Share Premium Account is treated by the Companies Act 2006 as an undistributable capital reserve except to the extent that its reduction or cancellation is first approved by shareholders by special resolution and subsequently confirmed by order of the High Court.

Capital Reduction

If the Resolution is duly passed at the General Meeting, it is the intention of the Company thereafter to apply to the Court for confirmation of the cancellation of the Share Premium Account.  In order to obtain the confirmation of the Court, the Company will need to demonstrate to the satisfaction of the Court that no creditor of the Company who has not consented to the cancellation of the Share Premium Account will be prejudiced by it.  The cancellation of the Share Premium Account will take effect upon the order of the Court confirming it being registered by the Company with the Registrar of Companies.

If the Company is unable in the timetable proposed to obtain either a consent from, or unable or unwilling to provide security where security is required for all such creditors, then the amount released by the Capital Reduction, when the Capital Reduction is confirmed by the Court, will remain undistributed for the time being until any outstanding consents have been obtained, security where security is required has been put in place or the relevant obligations have been discharged.

The Capital Reduction does not affect the voting or dividend rights or the rights on a return of capital of any holder of ordinary shares in the capital of the Company.

General Meeting

A notice convening a General Meeting of the Company to be held on Thursday, 8 November 2012 at 10.00am at the Company’s offices at 11 St James’s Square, Manchester, M2 6WH is attached to the Circular.  The Resolution will be proposed for the purpose of effecting, subject to confirmation by the Court, the Capital Reduction.

The Resolution will be proposed as a special resolution to obtain approval from shareholders to reduce the Company’s share capital by cancelling the share premium account that currently stands to the credit of the books of account of the Company.

Expected Timetable of Principal Events

* These dates are dependent on, amongst other things, the date upon which the Court confirms the Capital Reduction.  The Court hearing dates may be subject to postponement by the Court.

Recommendation

Your Board considers that the Reduction represents an essential step in overcoming the problem of the deficit in the profit and loss account of the Company and is in the best interests of the Company and its shareholders as a whole.

Accordingly, the Board unanimously recommends that shareholders vote in favour of the Resolution to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings in respect of which they have the power to exercise or direct the exercise of voting rights.

– Ends –

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