MDM ENGINEERING GROUP LIMITED (the Company ) NOTICE OF ANNUAL GENERAL MEETING

MDM ENGINEERING GROUP LIMITED (the Company ) NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 2009 Annual General Meeting (the AGM ) of the Company will be held at Le Montaigne, 7 Avenue de Grande-Bretagne, MC98000, Monaco on Friday 4 September 2009 at 11.00 am for the following purposes:- 1. To receive and adopt the statement of accounts for the year ended 31 March 2009 together with the reports of the directors of the Company (the Directors ) and the auditors thereon. 2. To re-elect Grant Lowman as a Director, who retires by rotation in accordance with the Company's amended and restated articles of association (the Articles ). 3. To re-elect George Bennett as a Director, who retires by rotation in accordance with the Company's Articles. 4. To elect Dominique De La Roche as a Director, who was appointed since the notice of the last annual general meeting of the Company. 5. To re-appoint PKF (Jhb) Inc as auditors to the Company. 6. To authorise the Directors to determine the auditors remuneration. To consider, and if thought fit pass the following resolutions of which resolutions 7 and 8 will be proposed as ordinary resolutions and resolution 9 as a special resolution. Ordinary Resolutions 7. AUTHORITY TO DIRECTORS TO ALLOT SHARES PURSUANT TO THE PROVISIONS OF THE ARTICLES 7.1 The Directors be and they are hereby generally and unconditionally authorised in accordance with Article 3.2 of the Articles to exercise all powers of the Company to allot relevant securities not exceeding the number of shares the Company is authorised to issue, provided that the authority hereby conferred shall operate in substitution for and to the exclusion of any previous authority given to the Directors by way of shareholder resolution (if any) and shall expire on the date falling 5 years from the date of the passing of this resolution unless such authority is renewed, varied, or revoked by the Company by ordinary resolution save that the Company may at any time before such expiry make an offer or agreement which might require 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 hereby conferred had not expired. 8.. AUTHORITY TO THE COMPANY TO MAKE MARKET PURCHASES OF ITS ISSUED SHARE CAPITAL 8.1 That the Company be and is hereby generally and unconditionally authorised to enter into any contract to make market purchases (on or through the AIM market of London Stock Exchange plc) of common shares (as such term as defined in the Articles) ( Common Shares ) provided that:- (a) the maximum number of Common Shares authorised to be purchased is equal to 10% of the issued share capital of the Company at the time of making such purchase; the minimum price which may be paid for a Common Share is US$0.01; (c) the maximum price which may be paid for a Common Share is an amount equal to 105% of the average of the middle-market prices shown in the quotation for an Ordinary Share as derived from the Stock Exchange Alternative Trading Service of the Stock Exchange for the 10 business days immediately preceding the day on which the Common Share is purchased; (d) the authority hereby conferred shall expire on the earlier of the date falling fifteen months after the AGM or the conclusion of the next annual general meeting of the Company; and (e) the Company may make a contract to purchase its Ordinary Shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such contract. 1

Special Resolution 9.DISAPPLICATION OF PRE-EMPTIVE RIGHTS PURSUANT TO THE PROVISIONS OF THE ARTICLES 9.1 That the Directors be and they are hereby empowered pursuant to Article 3.2 of the Articles to allot equity securities (as defined in the Articles) for cash as if Article 3.3 of the Articles did not apply to any such allotment pursuant to the general authority conferred on them by Resolution 6.1 above (as varied from time to time by the Company by ordinary resolution). PROVIDED THAT such power shall be limited to: (a) the allotment of equity securities in connection with a rights issue or any other pre-emptive offer in favour of holders of equity securities where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as may be) to the respective amounts of equity securities held by them subject only to such exclusions or other arrangements as the Directors may consider appropriate to deal with fractional entitlements or legal or practical difficulties under the laws of or the requirements of any recognised regulatory body in any territory or otherwise; the allotment of equity securities in connection with or pursuant to the terms of the Global Share Option Plan adopted by the Company; and (c) the allotment (otherwise than pursuant to sub paragraph (a) above) of equity securities not exceeding 20% of the issued share capital of the Company immediately following the passing of this resolution. 9.2 The power hereby conferred shall operate in substitution for and to the exclusion of any previous power given to the Directors by ordinary resolution in accordance with Article 3.2 of the Articles and shall expire on whichever is the earlier of the conclusion of the annual general meeting of the Company held in 2010 or the date falling 15 months from the date of the passing of this resolution unless such power is renewed or extended prior to or at such meeting except that the Company may before the expiry of any power contained in this resolution make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired. By Order of the Board Nerine Trust Company Secretary Registered Office: PO Box 905 Road Town Tortola British Virgin Islands 3 August 2009 Notes to the Notice of AGM: 1. Only holders of common shares in the capital of the Company (a Member collectively Members ), or their duly appointed representatives, are entitled to attend, vote and speak at the AGM. A Member so entitled may appoint (a) proxy(ies), who need not be (a) Member(s), to attend, speak and vote on his/her behalf. A proxy form is enclosed with this Notice. The appointment of a proxy does not preclude a Member from attending the AGM and voting in person. To be valid a proxy appointment must reach the office of the Company s Registrars, Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU and must be received by the Company not less than 48 hours before the time of the AGM or any adjournment thereof. 2. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those Members entered on the Company s register of Members not later than 1800 hrs on 2 September 2009 or, if the meeting is adjourned, Members entered on the Company s register of Members not later than 1800 hrs on the date 2 days before the meeting or any adjourned meeting, shall be entitled to attend and vote at the meeting. In the case of joint holders, the signature of only one holder is required on the proxy form, but the vote of the first named on the register of Members shall be accepted to the exclusion of the votes of the other joint holders. Corporate Representatives 3. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that: 2

(a) if a corporate shareholder has appointed the Chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the Chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives www.icsa.org.uk for further details of this procedure. The guidance includes a sample form of representation letter if the Chairman is being appointed as described in (a) above. 4. If you are a holder of a depository interest representing common shares in the capital of the Company ( Depositary Interest Holder ) and you wish to attend and vote at the AGM, you must be entered on the Company s register of Depositary Interests by 1800 hrs on 1 September 2009 and bring to the AGM a letter of corporate representation validly executed on behalf of Capita IRG Trustees Limited (the Depositary ). A letter of corporate representation can be obtained from the Depositary. Depositary Interest Holders may then attend in person and vote on a show of hands or on a poll. 5. Depositary Interest Holders not wishing to attend the AGM but wishing to vote in respect of the resolutions to be considered at the AGM can do so by completing the enclosed Form of Instruction and submit it to the Depositary. If the Depositary Interest Holder is a Corporation then the Form of Instruction must be executed by a duly authorised person or under its common seal or in a manner authorised by its constitution. To be valid, Forms of Instruction must be received by the Depositary no later than 72 hours prior to the AGM. Investors in the common shares in the capital of the Company or the Depositary Interests holding through a nominee service should arrange with that nominee service provider to be appointed as a corporate representative in respect of their holding in order to attend and vote at the AGM. 6. Copies of the Directors' service contracts with the Company and Non-Executive Directors terms and conditions of appointment are available for inspection at the registered office of the Company during usual business hours on any weekday and will be available at the location of the AGM from 15 minutes prior to and during the AGM. 7. Biographical details for Dominique De La Roche, George Bennett and Grant Lowman are set out on pages 6 and 7 of this annual report to which this notice is appended. Explanatory notes to certain of the resolutions to be proposed at the AGM (1) Resolution 7 Renewal of Directors authority to allot shares. By virtue of Article 3.2 of the Articles, the Directors require the authority of Members of the Company to allot shares or other relevant securities in the Company. This resolution authorises the Directors to make allotments not exceeding the number of shares the Company is authorised to issue. The Directors have no present intention of exercising the authority given by this resolution. (2) Resolution 8 Authority to the Company to make market purchases of its issued share capital. This resolution seeks authority for the Company to make market purchases of its Common Shares and is proposed as an ordinary resolution. If passed, the resolution gives authority for the Company to purchase up to 10% of its Common Shares, as at the date upon which a purchase is to be made. The resolution specifies the minimum and maximum prices which may be paid for any Common Shares purchased under this authority. The authority will expire on the earlier of the date falling 15 months after the AGM and the Company's next annual general meeting. (3) Resolution 9 Disapplication of pre-emption rights. By virtue of Article 3.3 of the Articles, any issue by the Company of equity capital for cash made otherwise than to existing shareholders on a proportional basis requires the consent of shareholders of the Company unless the Company has obtained the authority of the shareholders under Article 3.4 of the Articles. This resolution is for that purpose. It authorises the Directors to allot shares by way of rights or pursuant to an open offer or otherwise than strictly pro rata when the Directors consider that it is expedient to do so other than on a pre-emptive basis. 3

FORM OF PROXY MDM ENGINEERING GROUP LIMITED (the Company ) I/We (insert name in block capitals please) of:. (insert address in block capitals please) being a member/members of the Company hereby appoint the Chairman of the Annual General Meeting (the AGM ) OR the following person* * as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the AGM of the Company to be held at Le Montaigne, 7 Avenue de Grande-Bretagne, MC98000, Monaco on Friday 4 September 2009 at 11.00 am and at any adjourned meeting. **Please indicate by ticking the box if this proxy appointment is one of multiple appointments being made. For the appointment of more than one proxy, please refer to explanatory note 2. RESOLUTIONS FOR AGAINST VOTE WITHHELD 1.. Ordinary resolution to receive and adopt the statement of accounts for the year ended 31 March 2009 together with the reports of the Directors and auditors thereon. 2.. Ordinary resolution to re-elect Grant Lowman, who retires by rotation, as a Director. 3. Ordinary resolution to re-elect George Bennett, who retires by rotation, as a Director. 4. Ordinary resolution to elect Dominique De La Roche, who was appointed since the notice of the last annual general meeting, as a Director 5. Ordinary resolution to re-appoint PKF (UK LLP) Inc as auditors to the Company. 6. Ordinary resolution to authorise the Directors to determine the auditors remuneration. 7. Ordinary resolution to authorise the Directors to allot shares pursuant to Article 3.2 of the Articles (as defined in the Notice). 8. Ordinary resolution to authorise the Company to make market purchases of Common Shares in the capital of the Company. 9. Special resolution to disapply pre-emption rights pursuant to Article 3.3 of the Articles (as defined in the Notice). I/we would like my/our proxy to vote on the resolutions proposed at the AGM as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature.Date 2009 In the case of a Corporation, this proxy must be signed under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director or secretary). 4

Notes: 1*. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided above. If necessary, please enter in the box next to the proxy holder s name the number of securities in relation to which they are authorised to act as your proxy. If left blank they will act on your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). 2**. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrars helpline on 0871 664 0300 (standard rate of 10p per minute plus any network charges) or you may copy this form. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. 3. The Vote Withheld option above is provided to enable you to abstain on any particular resolution. However, it should be noted that a Vote Withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes For and Against a resolution. 4. The completion and return of this form will not preclude a member from attending the meeting and voting in person. In order to be valid an appointment of proxy must be returned in hard copy form by post, by courier or by hand to the Company s registrars, Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. And in each case must be received by the time being 48 hours prior to the AGM. 5. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, in order to be able to attend and vote at the meeting of the Company or any adjourned meeting, (and also for the purpose of calculating how many votes a person may cast) a person must have his/her name entered on the register of members of the Company by 1800 hrs on the date 2 days before the meeting or any adjourned meeting. Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at such meeting. 6. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is determined by the order in which the names stand in the Register of Depository Interests in respect of the joint holding. 5