REG-Hilton Ventures PLC: Notice of AGM

Hilton Ventures Plc

(registered in England and Wales under the Companies Act 1985 (as amended) with
Registered Number 05865059)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY given that the Annual General Meeting of Hilton Ventures Plc
(the "Company") will be held at the registered office of the Company; Empress
Business Centre, 380 Chester Road, Manchester M16 9EA at 9.30 a.m. on 25 August
2009 for the purpose of considering and, if thought fit, passing the following
resolutions of which numbers 1 to 6 will be proposed as Ordinary Resolutions
and number 7 will be proposed as a Special Resolution.

Ordinary Resolutions

1. Accounts

THAT: the audited accounts for the Company for the year ended 31 December 2008
be received and adopted.

2. Director Appointment

THAT: Mr Graham Alcock be re-elected a director of the Company.

3. Director Appointment

THAT: Mr Jonathan Cohen be re-elected a director of the Company.

4. Auditors

THAT: Messrs Lopian Gross Barnett & Co be re-appointed as auditors to the
Company.

5. Increase in Authorised Share Capital

THAT: subject to the passing of resolutions 6 and 7 the authorised share
capital of the Company be increased from £1,125,000 to £3,000,000 by the
creation of 2,500,000,000 ordinary shares of 0.075p each.

6. General Authority to Directors to Issue Securities

THAT: subject to the passing of resolutions 5, and 7 the Directors be generally
and unconditionally authorised for the purpose of section 80 Companies Act 1985
to allot relevant securities up to a maximum nominal amount of £3,000,000.

Special Resolutions

7. Disapplication of Pre-emption Rights

THAT: subject to the passing of resolutions 5 and 6 in substitution for all
existing and unexercised authorities, the Directors of the Company be empowered
pursuant to section 95 of the Act to allot equity securities (as defined in
section 94 of the Act) pursuant to the authority conferred on them by
resolution 6 above as if section 89(1) of the Act did not apply to any such
allotment provided that this power shall expire 3 years from the date of the
passing of this resolution save that the Company may before the expiry of such
period make an offer or agreement which would or might require equity
securities to be allotted after the expiry of such period and the Directors of
the Company may allot relevant securities in pursuance of such offer or
agreement as if the authority conferred by this resolution had not expired.

BY ORDER OF THE BOARD

…………………………………

Graham Alcock Empress Business Centre

Chairman 380 Chester Road

13 July 2009 Manchester M16 9EA

Notes

1. Every member who is entitled to attend and vote at this meeting is entitled
to appoint one or more proxies to attend and vote in his/her stead. A proxy
need not be a member of the Company. Authorised representatives of
corporate members have full voting powers. Members who have lodged forms of
proxy are not thereby prevented from attending the meeting and voting in
person if they so wish.

2. To be effective, the form of proxy (together with any power of attorney or
other written authority under which it is signed or notarially certified
copy of such power or written authority) must be lodged at the offices of
the Company's Registrars, Neville Registrars Limited, not later than 48
hours before the time appointed for the holding of the meeting or adjourned
meeting or (in the case of a poll taken otherwise than at or on the same
day as the meeting or adjourned meeting) not less than 24 hours before the
time appointed for the taking of the poll at which it is to be used.

3. Any corporation which is a member of the Company may authorise a person
(who need not be a member of the Company) to act as its representative to
attend, speak and vote (on a show of hands or a poll) on its behalf.

4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations
2001, the time by which a person must be entered on the register of members
in order to have the right to attend or vote at the Annual General Meeting
is at 10.30 a.m. on 23 August 2009. If the meeting is adjourned, the time
by which a person must be entered on the register of members in order to
have the right to attend or vote at the adjourned meeting is 48 hours
before the date fixed for the adjourned meeting. Changes to entries on the
register of members after the relevant time will be disregarded in
determining the rights of any person to attend or vote at the meeting.

5. CREST members who wish to appoint a proxy or proxies by utilising the CREST
electronic proxy appointment service may do so by utilising the procedures
described 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. In order for a proxy appointment made by means of CREST to be
valid, the appropriate CREST message (a ``CREST Proxy Instruction'') must
be properly authenticated in accordance with CRESTCo's specifications and
must contain the information required for such instructions, as described
in the CREST Manual. The message, regardless of whether it constitutes the
appointment of a proxy or an amendment to the instruction given to a
previously appointed proxy, must, in order to be valid, be transmitted so
as to be received by the issuer's agent (ID number 7RA11) by the latest
time(s) for receipt of proxy appointments specified in the notice of
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 the issuer's agent is able to retrieve the
message by enquiry to CREST in the manner prescribed by CREST. 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.
CREST members and, where applicable, their CREST sponsors or voting service
providers should note that CRESTCo 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
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.

6. By attending the meeting a Shareholder expressly agrees that he is
requesting and willing to receive any communications made at the meeting.

Hilton Ventures Plc

Form of Proxy

For use at the Annual General Meeting to be held at the offices of the Company,
Empress Business Centre, 380 Chester Road, Manchester M16 9EA at 9.30 a.m. on
25 August 2009

I/We

………………………………………………………………………………………………

BLOCK CAPITALS PLEASE

of……………………………………………………………………………………………

BLOCK CAPITALS PLEASE

………………………………………………………………………………………………

being (a) member(s) of Hilton Ventures Plc hereby appoint the Chairman of the
meeting or*

………………………………………………………………………………………………

as my/our proxy to vote on a poll for me/us on my/our behalf at the Annual
General Meeting of the Company to be held at the offices of the Company,
Empress Business Centre, 380 Chester Road, Manchester M16 9EA at 9.30 a.m. on
25 August 2009 and at any adjournment thereof, and to vote as he shall see fit
on any other business brought up at the meeting.

Ordinary Resolutions For Against

Resolution 1

THAT: the audited accounts for the Company
for the year ended 31 December 2008 be
received and adopted.

Resolution 2

THAT: Mr Graham Alcock be re-elected a
director of the Company.

Resolution 3

THAT: Mr Jonathan Cohen be re-elected a
director of the Company.

Resolution 4

THAT: Messrs Lopian Gross Barnett & Co be
re-appointed as auditors to the Company.

Resolution 5

THAT: subject to the passing of
resolutions 6 and 7 the authorised share
capital of the Company be increased from £
1,125,000 to £3,000,000 by the creation of
2,500,000,000 ordinary shares of 0.075p
each.

Resolution 6

THAT: subject to the passing of
resolutions 5 and 7 the Directors be
generally and unconditionally authorised
for the purpose of section 80 Companies
Act 1985 to allot relevant securities up
to a maximum nominal amount of £3,000,000.

Special Resolution

Resolution 6

THAT: subject to the passing of
resolutions 5 and 6 in substitution for
all existing and unexercised authorities,
the Directors of the Company be empowered
pursuant to section 95 of the Act to allot
equity securities (as defined in section
94 of the Act) pursuant to the authority
conferred on them by resolution 6 above as
if section 89(1) of the Act did not apply
to any such allotment provided that this
power shall expire 3 years from the date
of the passing of this resolution save
that the Company may before the expiry of
such period make an offer or agreement
which would or might require equity
securities to be allotted after the expiry
of such period and the Directors of the
Company may allot relevant securities in
pursuance of such offer or agreement as if
the authority conferred by this resolution
had not expired.

If this form is signed and returned without any indication as to how the proxy
shall vote, he will exercise his discretion as to both how he votes (including
as to any amendments to the resolutions) and whether or not he abstains from
voting).

Signature………………………………………….

Signature…………………………………………. Date………………………………

Notes:

* You may, if you wish, delete the words "the Chairman of the meeting" and
insert the name(s) of the person(s) of your choice, who need not be a member of
the Company, to attend and vote at the Annual General Meeting on your behalf.

To be valid, this form must be must be completed and lodged with the Company's
registrars, Neville Registrars Limited, Proxy Department, Neville House, 18
Laurel Lane, Halesowen, West Midlands B63 3BR as soon as possible and in any
event not later than 5.30 p.m. on 24 August 2009. Completion and return of this
form shall not preclude a member from attending and voting at the Annual
General Meeting or any adjournment.

A corporation must have this form executed under its common seal (or such form
of execution as has the same effect) or on its behalf by an attorney or a duly
authorised officer of the corporation.

If this form is executed under a power of attorney or other authority the
original power of authority or notarially certified copy thereof must be lodged
at the offices of Neville Registrars Limited, Proxy Department, Neville House,
18 Laurel Lane, Halesowen, West Midlands B63 3BR along with this form.

In the case of joint holders, any one holder may sign but, if more than one
votes, the vote of the first named on the register of members will be accepted
to the exclusion of the other joint holders.

END