Notice of General Meeting

Proposal to Establish New Employee Share Option Plans and Proposed Amendment to Articles of Association and Notice of General Meeting

Gresham Computing plc (LSE: GHT), the specialist provider of real-time financial solutions, today announces that it is proposing to establish new Employee Share Option Plans (the “Plans”) and is proposing to amend the Company’s Articles of Association (the “Articles”).

A circular has been posted to Shareholders by the Company that contains details of the proposed Plans and proposed amendments to the Articles (the “Circular”). The Directors are seeking approval of the Plans and the amendment to the Articles at a General Meeting to be held at 11.00 a.m. at the offices of Singer Capital Markets Limited of One Hanover Street, London W1S 1YZ on Thursday 30 December 2010.

Proposal to establish New Employee Share Options Plans As the Gresham Group seeks to continue to transition its businesses through stability into improved trading and onward into growth, the Remuneration Committee believes that it is important to Incentivize senior employees of the Group to a greater extent than the Existing Gresham Share Plans permit. In order to provide suitable incentives to the senior executives in the Group, the Remuneration Committee believes that it is now an appropriate time to introduce additional share option plans.

The Remuneration Committee has accordingly resolved that, subject to approval by Shareholders, there be established by the Company three new share option plans to be known respectively as:

• the Gresham Computing plc Enterprise Management Incentive Plan 2010;
• the Gresham Computing plc Unapproved Share Option Plan 2010; and
• the Gresham Computing plc Non Employee Share Option Plan 2010.

As its name implies, the EMI Plan is intended to operate as an enterprise management incentive scheme complying with the EMI Code and accordingly being entitled to certain beneficial tax treatment. The Unapproved Plan is intended to enable the Remuneration Committee to grant share options in excess of the limits applicable under the EMI Code and / or to employees of the Group who do not qualify for EMI treatment. The Non Employee Plan is intended to enable the Remuneration Committee to grant share options to persons whose services are made available to the Group without a formal employment relationship.

A summary of the rules of each of the proposed Plans, including performance conditions inherent in the exercise price of each plan, are set out in the Circular.

Proposed Amendments to Articles of AssociationIt is proposed that certain amendments be made to the Company’s Articles of Association primarily to reflect changes in company law which have become effective on implementation of the Shareholder Rights Directive in the UK in August 2009 and the remaining provisions of the Companies Act 2006 and certain amendments to the Un-certificated Securities Regulations 2001 in October 2009.

A copy of the Circular and related form of proxy have been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.hemscott.com/nsm.do. The Notice of General Meeting will shortly be available on the Company’s website at
http://www.gresham-computing.com.

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Click here to view the “Proxy Form”>>

Click here to view the “Circular”>>

For further information, please contact:

Gresham Computing plc +44 (0) 20 7653 0200
Chris Errington, CEO

Singer Capital Markets Ltd +44 (0) 20 3205 7500
Shaun Dobson, Partner and Joint Head of Corporate Finance
James Maxwell, Director of Corporate Finance