Notice of annual general

meeting

NOTICE is given that the annual general meeting of NetBenefit PLC will be held at the offices of

Investec Henderson Crossthwaite, 2 Gresham Street, London EC2V 7QP on Wednesday 31 October

2001 at 10.00 am for the following purposes:

ORDINARY BUSINESS

1.

To receive, consider and adopt the report of the Directors and the Accounts for the year 

ended 30 June 2001 and the Auditor's report thereon.

2.

To re appoint J M Parcell as a director.

3.

To re appoint P Owens as a director.

4.

To re appoint G Wicks as a director.

5.

To re elect T M Ashley as a director.          

6.

To re appoint Messrs Deloitte & Touche as auditors of the Company and to authorise the 

directors to fix their remuneration. 

As special business, to consider and, if thought fit, to pass the following Resolutions which will be

proposed as an Ordinary Resolution in respect of Resolution number 7, and as Special Resolution in

respect of Resolution number 8

7.

That the directors be and are hereby authorised pursuant to and in accordance with Section 

80 of the Companies Act 1985 (the "Act") to exercise all powers of the Company to allot 

and to make offers or agreements to allot relevant securities (as defined in Section 80(2) of 

the Act) up to a maximum aggregate nominal amount of  49,828 provided that this 

authority shall expire at the conclusion of the next Annual General Meeting of the Company 

or 15 months after the passing of this Resolution (if earlier) unless renewed or extended 

prior to such time except that the Company may before such expiry make an offer or 

agreement which would or might require the relevant securities to be allotted after such 

expiry and the directors may allot relevant securities in pursuance of such offer or 

agreement as if the authority conferred hereby had not expired.

8. 

That subject to Resolution 7 being passed and pursuant to and in accordance with the 

authority thereby granted, the directors be and are hereby empowered pursuant to Section 

95 of the Act and for the purposes of Article 6 of the Articles of Association of the Company 

to allot equity securities as defined in Section 94 of the Act) for cash pursuant to such 

authority as if Section 89(1) of the Act did not apply to any such allotment provided that 

this power shall be limited:

(a)

to the allotment of equity securities in connection with a rights issue or other 

pre  emptive issue in favour of shareholders (notwithstanding that by reason of 

such exclusions as the directors may deem necessary to deal with problems arising 

in any overseas territory, in connection with fractional entitlements or otherwise 

howsoever the equity securities to be issued are not offered to all of such persons 

in proportion to the number of shares held by each of them); and

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