FMDA Futuremedia Public Ltd CO. (MM)

BRIGHTON, England, Jan. 30 /PRNewswire-FirstCall/ -- Futuremedia plc (NASDAQ:FMDA), a leading e-learning provider and design, exhibition and events agency , announced today that a General Meeting ("GM") of Futuremedia (the "Company") shareholders will be held at 9.30 am U.K. Time on February 29, 2008, at its offices at Nile House, Nile Street, Brighton, East Sussex BN1 1HW, England. The Record Date for the GM is January 25, 2008. The GM is being held for the purpose of increasing the authorized share capital of the Company to allow sufficient flexibility and headroom for the Company to continue to follow its growth strategies, and to meet its obligations under its existing convertible loan and warrant arrangements. Shareholders will be asked to approve the following resolutions at the General Meeting: Resolution 1 - Increasing the authorized share capital of the Company The passing of this resolution will allow the Company sufficient flexibility and headroom for the Company to meet its obligations under its existing convertible loan and warrant arrangements and provide for future acquisition strategies and equity capital infusions. The current authorized share capital of the Company includes 2,500,000,000 ordinary shares which, following the recent amendment of the Company's ratio of American Depositary Shares to ordinary shares, would be tradeable as 2,500,000 ADRs. The new authorized share capital amount (25,000,000,000 ordinary shares) would be tradeable as 25,000,000 ADRs. As of the Record Date, the Company had 842,948 ADRs issued and outstanding, and obligations to issue approximately 19,350,000 ADRs in connection with existing convertible loans and warrants, and 46,743 ADRs reserved for issuance to employees in connection with outstanding options. Resolution 2 - Authority to allot shares The authority given to the directors to allot further shares in the capital of the Company requires the prior authorization of the shareholders in General Meeting under Section 80 Companies Act 1985. It is the Company's current practice to obtain this authority at each General Meeting, although the authority is valid for 5 years. Upon the passing of Resolution 2, the directors will have authority to allot ordinary share capital of up to the aggregate nominal amount of the authorized but unissued share capital at the time of passing this resolution. Resolution 3 - Disapplication of pre-emption rights The passing of Resolution 3 will give the directors authority under Section 95 Companies Act 1985 to allot shares in the capital of the Company for cash, without being required first to offer such shares to existing shareholders in accordance with the statutory pre-emption rights. It is the Company's current practice to obtain this authority at each General Meeting, although the authority is valid for 5 years. Resolutions 1 and 2 will be proposed as ordinary resolutions requiring a majority of the votes cast, and Resolution 3 will be proposed as a special resolution requiring a majority of three-quarters of the votes cast. About Futuremedia Futuremedia plc is a global media company providing online learning, design, exhibition and event services to public and private sector organizations. Established in 1982 and listed on the Nasdaq in 1993, Futuremedia helps its clients to communicate their values, product and brand information to employees, customers and industry, and believes that learning is a key component in the communication mix. Futuremedia divisions are Futuremedia Learning and Button Group plc. The Button Group has been providing design, exhibition and event services in Cannes, France and elsewhere around the world for more than 30 years. For more information, visit http://www.futuremedia.co.uk/. "Safe Harbor" Statement under Section 21E of the Securities Exchange Act of 1934: This press release contains forward-looking statements related to future results and speaks only of Futuremedia's expectations as of the date hereof. Such statements include expectations regarding: the Company's ability to maintain its listing on the Nasdaq-CM; the expected benefits from new sales, contracts or products; the expected benefits and success of operations in new markets; the expected benefits of expanding the sales operations of group companies into new geographical markets; the expected benefits of acquisitions; the expected benefits of financing arrangements; and the Company's future financial condition and performance. Such statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from expectations. The risks and uncertainties include: risks associated with the Company's ability to maintain its listing on the Nasdaq C-M; risks associated with the Company's ability to develop and successfully market new services and products (including the risk that such products may not be accepted in the market), risks relating to operations in new markets (including the risk that such operations may not deliver anticipated revenue or profits); risks associated with acquisitions (including the risk that such acquisitions may not deliver the benefits expected by management and risks associated with integration of acquisitions generally); risks that financing arrangements could result in substantial dilution to shareholders because of subscription prices below the current market value of the Company's ADSs or other factors; risks relating to the Company's ability to operate profitably in the future; risks associated with rapid growth; the Company's ability to successfully develop its business in new geographic markets; the early stage of the e-learning market; rapid technological change and competition; and other factors detailed in the Company's filings with the US Securities and Exchange Commission. The Company expressly disclaims any obligation to release publicly any updates or revisions to any such statement to reflect any change in expectations or in information on which any such statement is based. All product names and trademarks mentioned herein are trademarks of Futuremedia or their respective owners. Contact Information: US - Mike Smargiassi/Dianne Pascarella Brainerd Communicators, Inc. +1 212-986-6667 DATASOURCE: Futuremedia plc CONTACT: US, Mike Smargiassi or Dianne Pascarella, both of Brainerd Communicators, Inc., +1-212-986-6667, or , for Futuremedia plc Web site: http://www.futuremedia.co.uk/

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