NOTICE OF MEETING

Notice is hereby given that the annual general meeting of the Company will be held at the Company's registered office, Willow Road, Lenton, Nottingham, NG7 2WS at 10.00am on 15 September 2005 for the following purposes:

Ordinary business

Resolution 1
To receive the Company's annual accounts for the financial year ended 29 May 2005 together with the directors' report, the directors' remuneration report and the auditors' report on these accounts and the auditable part of the remuneration report.

Resolution 2
To declare a final dividend of 14.025 pence per share on the ordinary shares of the Company for the year ended 29 May 2005.

Resolution 3
To re-elect N J Donaldson as a director, who retires in accordance with article 88(a) of the articles of association of the Company.

Resolution 4
To re-elect C J Myatt as a director, who retires in accordance with article 88(a) of the articles of association of the Company.

Resolution 5
To re-appoint PricewaterhouseCoopers LLP as auditors to hold office until the conclusion of the next general meeting at which accounts are laid by the Company and to authorise the directors to fix their remuneration.

Resolution 6
To approve the remuneration report for the year ended 29 May 2005.

Special business
To consider and, if thought fit, pass the following resolutions, of which resolutions 7 and 10 will be proposed as ordinary resolutions and resolutions 8, 9 and 11 will be proposed as special resolutions.

Resolution 7
That the directors be and are hereby generally and unconditionally authorised pursuant to and in accordance with section 80 of the Companies Act 1985 (the ‘Act’) to exercise for the period ending at the conclusion of the next annual general meeting of the Company or on 14 December 2006 whichever is the earlier, all the powers of the Company to allot relevant securities (within the meaning of section 80 of the Act) up to an aggregate nominal amount of £517,784 save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired. This authority is in substitution for all subsisting authorities, to the extent unused.

Resolution 8
That subject to the passing of the previous resolution, the directors be and are hereby empowered pursuant to and in accordance with section 95 of the Companies Act 1985 (the ‘Act’) to allot equity securities for cash (within the meaning of section 94 of the Act) pursuant to the authority conferred by the previous resolution as if section 89(1) of the Act did not apply to any such allotment provided that this power shall be limited:

(a) to the allotment of equity securities in connection with any rights issue or other issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them (but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of any territory or the requirements of any recognised regulatory body or any stock exchange in any territory), and

(b) to the allotment of equity securities (otherwise than pursuant to sub-paragraph (a) above) up to an aggregate nominal amount of £77,667,

and shall expire at the conclusion of the next annual general meeting of the Company or on 14 December 2006, whichever is the earlier, save that the Company may before such expiry 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.

Resolution 9
That the Company be and is hereby granted general and unconditional authority pursuant to section 166 of the Companies Act 1985 (the ‘Act’) to make market purchases (as defined in section 163 of the Act) of ordinary shares of 5p each in the capital of the Company ('ordinary shares') on such terms and in such manner as the directors may from time to time determine provided that:

(a) the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company or on 14 December 2006 whichever is the earlier;

(b) the maximum number of ordinary shares shall be limited to 4,628,990 ordinary shares;

(c) the minimum price which may be paid for an ordinary share is 5p;

(d) the maximum price which may be paid for an ordinary share is an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is purchased, and

(e) the Company may make a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of ordinary shares in pursuance of any such contract.

Resolution 10
That the rules of the Games Workshop Group PLC 2005 Savings-Related Share Option Scheme be approved.

Resolution 11
That the articles of association of the Company be amended by deleting article 165(a) and inserting:

'165(a) Without prejudice to any indemnity to which he may otherwise be entitled, every person who is or was a Director, Secretary or other Relevant Officer of the Company shall be indemnified and kept indemnified out of the Company’s assets against all liability incurred by him as such or as a director, secretary or Relevant Officer of an associated company.

(i) in defending any proceedings, whether civil or criminal, in respect of alleged negligence, default, breach of duty, breach of trust or otherwise in relation to the Company or an associated company or its or their affairs, in which judgement is given in his favour or in which he is acquitted or in defending or settling any such proceedings which are otherwise disposed of on terms previously agreed with the Board or on terms otherwise approved by the Board without a finding or admission of negligence, default, breach of duty or breach of trust on his part; or

(ii) in connection with any application under the Act in which relief is granted to him by the Court

provided that this Article shall not grant, or entitle any such person to, indemnification to the extent that it would cause this Article, or any part of it, to be void under the Act.

(b) Without prejudice to any indemnity to which he may otherwise be entitled (including, for the avoidance of doubt, any indemnity under or pursuant to these Articles) and to the extent permitted by the Act, the Board shall have power in the name and on behalf of the Company to:

(i) grant on such terms as it sees fit any persons who is or was a Director, Secretary or other Relevant Officer of the Company an indemnity or indemnities out of the assets of the Company in respect of any liability incurred by him as such or as a director, secretary or Relevant Officer of an associated company and to amend, vary or extend the terms of any such indemnity so granted, again on such terms as the Board sees fit; and/or

(ii) enter into and amend, vary or extend such arrangements as it sees fit:

(a) to provide any person who is or was a Director, Secretary or other Relevant Officer of the Company with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings brought against him as such or as a director, secretary or Relevant Officer of an associated company or in connection with any application for relief under the Act; or

(b) to enable any such person to avoid incurring any such expenditure.

(c) For the purpose of this Article 165:

(i) a 'Relevant Officer' is any officer of the Company or an associated company (other than in either case any person (whether or not an officer of the Company or an associated company) engaged by the Company or an associated company as auditor);

(ii) 'associated company' has the meaning given to that term in Section 309A of the Act; and

(iii) a Director shall be entitled to vote and to be counted in the quorum at any meeting of the Board or a committee of the Board at which any indemnity, arrangement or proposal falling within any of the provisions of Articles 165(a) or 165(b) is to be considered and, for the purposes of Article 129, any interest which any Director may have in such indemnity, arrangement or proposal shall not be a material interest unless the terms of such indemnity, arrangement or proposal confer upon such Director a privilege or benefit not generally available to, or awarded to, any other Director. The decision of the chairman of the meeting as to whether the indemnity, arrangement or proposal to be considered at the meeting falls within the provisions of Articles 165(a) or 165(b) or as to the materiality of any Director’s interest therein for the purposes of this Article and Article 129 shall be final and conclusive.'

By order of the board

M Sherwin
Secretary
25 July 2005

Notes

(1) Members of the Company entitled to attend and vote are entitled to appoint one or more proxies to attend and, on a poll, to vote instead of them. A proxy need not be a member of the Company. To be effective, proxy forms must be lodged with the registrars not less than 48 hours before the time fixed for the meeting. Completion of the proxy does not preclude a member from subsequently attending and voting at the meeting in person if he or she so wishes.

(2) The register of interests of the directors and their families in the share capital of the Company and copies of the contracts of service of directors with the Company or with any of its subsidiary undertakings will be available for inspection at the registered office of the Company during normal business hours (Saturdays and public holidays excepted) from the date of this notice until the conclusion of the annual general meeting.

(3) The rules of the Games Workshop Group PLC 2005 Savings-Related Share Option Scheme will be available for inspection from the date of this report until the close of the annual general meeting at Robert W Baird Limited, Mint House, 77 Mansell Street, London E1 8AF. In addition they will be available for inspection at the registered office of the Company at least 15 minutes prior to and during the annual general meeting.

(4) The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specified that only those shareholders registered on the register of members of the Company as at 6.00pm on 13 September 2005 shall be entitled to attend or vote at the annual general meeting in respect of shares registered in their name at that time. Changes to entries on the relevant register of securities after 6.00pm on 13 September 2005 shall be disregarded in determining the rights of any person to attend or vote at the meeting.

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