Circular convening a General Meeting and AIM …

1 LearningtechnologiesgroupCircular convening a General Meeting and AIM admission DocumentIn-Deed Online PLC, to be renamed Learning Technologies Group 110/10/2013 15:33 210/10/2013 15:33 122/10/2013 12:11 THIS document IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt aboutthe contents of this document , or the action you should take, you are recommended to seek your own financial advice immediatelyfrom your stockbroker, solicitor, accountant or other independent financial adviser who is authorised for the purposes of theFinancial Services and Markets Act 2000 (as amended) (the FSMA ) and who specialises in advising on the acquisition of sharesand other securities in the UK. The whole of the text of this document should be read.

2 You should be aware that an investment inthe Company involves a high degree of risk and prospective investors should carefully consider the section entitled Risk Factors in Part III of this document , which sets out certain risk factors relating to any investment in Ordinary document , which comprises an admission document required by the AIM Rules for Companies, has been prepared inconnection with the proposed application for admission of the Enlarged Share Capital to trading on AIM, a market of LondonStock Exchange plc. This document is an admission document drawn up in accordance with the AIM Rules for Companies anddoes not constitute a prospectus for the purposes of section 85(1) of the Online plc (the Company ) and each of the Directors and the Proposed Directors, whose names appear on page 4 ofthis document , accept responsibility for the information contained in this document including collective and individualresponsibility for compliance with the AIM Rules for Companies.

3 To the best of the knowledge of the Directors and theProposed Directors (who have taken all reasonable care to ensure that such is the case), the information contained in thisdocument is in accordance with the facts and contains no omission likely to affect its the purposes of Rule of the Takeover Code, each member of the Epic Concert Party accepts responsibility for theinformation contained in this document relating to each of them as members of the Epic Concert Party. To the best of eachmember of the Epic Concert Party s knowledge and belief, having taken all reasonable care to ensure that such is the case, theinformation contained in this document for which he or she is responsible is in accordance with the facts and contains noomission likely to affect its is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached thanto larger or more established companies.

4 AIM securities are not admitted to the official list of the UK Listing Authority (the Official List ). A prospective investor should be aware of the risks of investing in such companies and should make the decision toinvest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company isrequired pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make adeclaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for NominatedAdvisers. The London Stock Exchange has not itself examined or approved the contents of this document . The Enlarged ShareCapital is not traded on any other market or Recognised Investment Exchange and save for the application for admission to AIM,no such applications have been made or will be will be made for the Enlarged Share Capital to be admitted to trading on AIM.

5 It is expected that admission toAIM will become effective and that dealings in the Enlarged Share Capital will commence on AIM on or around 8 Online plc(incorporated in England and Wales under the Companies Act 2006 with registered number 07176993)Proposed acquisition of EpicProposed waiver of Rule 9 of the Takeover CodeChange of name to Learning Technologies Group plcAdmission of the Enlarged Share Capital to trading on AIMandNotice of General MeetingNominated Adviser and BrokerNumis Securities LimitedNumis Securities Limited ( Numis ), which is regulated and authorised in the UK by the FCA, is acting exclusively for theCompany as nominated adviser for the purposes of the AIM Rules for Nominated Advisers and the AIM Rules forCompanies.

6 Numis is not acting for any other person and will not be responsible to any person for providing the protectionsafforded to its customers or for advising any other person on the contents of any part of this document . Numis is not makingany representation or warranty, express or implied, as to the contents of this document . The responsibilities of Numis, as thenominated adviser are owed solely to the London Stock Exchange and are not owed to the Company or any Director orProposed Director or to any other person, in respect of any decision to acquire In-Deed Online Shares in reliance on any partof this document or document does not constitute an offer to sell, or solicitation of an offer to buy, shares in, and is not for distribution into,any jurisdiction in which such an offer or solicitation is unlawful and, in particular, is not for distribution or issue into theAustralia, Canada, Japan, Republic of Ireland, South Africa or the United States.

7 The In-Deed Online Shares have not been,nor will be, registered in the United States under the United States Securities Act of 1933, as amended, or under the securitieslaws of Australia, Canada, Japan, Republic of Ireland or South Africa. Accordingly, they may not be offered or sold, directlyor indirectly, within the Australia, Canada, Japan, Republic of Ireland, South Africa or the United States or to, or for theaccount or benefit of, any person, in or any national, citizen or resident of, the Australia, Canada, Japan, Republic of Ireland,South Africa or the United States. The distribution of this document outside the UK may be restricted by law and thereforepersons outside the UK into whose possession this document comes should inform themselves about and observe anyrestrictions as to the In-Deed Online Shares and the distribution of this information contained in this document has been prepared solely for the purposes of the Proposals and is not intended toinform or be relied upon by any subsequent purchasers of Ordinary Shares (whether on or off exchange) and accordingly noduty of care is accepted in relation to any such persons.

8 Without limiting the statutory rights of any person to whom thisdocument is issued, no representation or warranty, express or implied, is made by Numis as to the contents of this has not authorised the contents of any part of this document . No liability whatsoever is accepted by Numis for theaccuracy of any information or opinions contained in this document , for which the Directors are solely responsible, or for theomission of any information from this document for which it is not is set out at the end of this document a Notice of a General Meeting of the Company to be held at 2 Stone Buildings,Lincoln s Inn, London WC2A 3TH at on 7 November 2013. A Form of Proxy for use at the General Meeting isenclosed.

9 To be valid, Forms of Proxy should be completed and signed in accordance with the instructions printed thereon andreturned as soon as possible and, in any event, so as to be received by the Company s registrars, Computershare InvestorServices plc, by not later than on 5 November 2013 Pursuant to regulation 41 of the Uncertified SecuritiesRegulations 2001, the time by which a In-Deed Online Shareholder must be entered in the register of members in order to havethe right to attend and vote at the Meeting is on 5 November 2013. Completion and return of a Form or Proxy willnot preclude a member from attending and voting at the Meeting should they so of this document will be available free of charge during normal business hours on any weekday (except Saturdays,Sundays and public holidays) at the offices of Numis at 10 Paternoster Square, London, EC4M 7LT from the date of thisdocument and shall remain available for a period of one month from LOOKING STATEMENTSC ertain statements contained herein constitute forward-looking statements.

10 The forward-looking statements contained hereininclude statements about the expected effects of the admission , the expected timing of the admission and other statementsother than in relation to historical facts. Forward-looking statements including, without limitation, statements typicallycontaining words such as intends , anticipates , targets , estimates , believes , should , plans , will , expects andsimilar expressions or statements that are not historical facts are intended to identify those expressions or statements asforward-looking statements. The statements are based on the current expectations of In-Deed Online plc and are naturallysubject to uncertainty and changes in circumstances.