Clarification on related party transactions

We are making this release ahead of a live Interview our chairman Jeremy Harbour
is giving on Sunday 7th August, to ensure that anything due to be covered in the
interview has already been correctly communicated to the Market.

The focus of the interview is to discuss the role of the Private Equity Company
‘The Unity Group of Companies PTE Ltd’ based in Singapore and its related
compnaies, in the activities of The Marketing Group PLC and the roles of the
directors of The Marketing Group PLC in this Private equity firm.

Firstly by way of context, Unity Group is a Private equity firm owned and
controlled by Jeremy Harbour there are Group companies in which Jeremy Harbour
and Callum Laing are also involved separately or collectively, that are involved
primarily in providing investment funds for transactions. Unity group is a team
of 15 people involved in legal and financial roles.

Unity group is the originator of the Agglomeration model and financed the IPO of
TMG plc.

Unity Group provides the following transaction related services.

1. Buying out  or underwriting the buy out of minority shareholders from target
acquisitions to ensure deals can happen 2. Covering legal costs on behalf of TMG
including, tax options, legal opinions, stamp duties etc 3. Underwriting bank
debt so that companies can be purchased debt free 4. Financial and legal Due
diligence up to the standard prescribed by Nasdaq and the board of TMG 5.
Settling introducer and agent fees in sourcing transactions 6. All expenses
relating to negotiation, meeting and processing of deals whether successful or
otherwise.

All of these costs and investments are not paid by TMG in cash, but are
reflected as shareholdings in the companies that are acquired, these
shareholdings belong to the corporate entities not Jeremy Harbour or Callum
Laing personally, and they are locked up for a full 360 days. The share class
are ordinary and no different to any other investor.

The deals presented to the board of TMG must adhere to our internal purchase
criteria including overall value, we do not publish this criteria as it could
hamper future negotiations. All deals are still analysed on their merits, all of
our board are unsalaried and only have shares, so the goals of the board is very
much aligned to drive shareholder value. Where we feel there is a conflict the
conflicted parties abstain from voting. All companies joining have also been
vetted and approved by the non executive board of company founders, before the
vote by the executive board on their acquisition.

The advantage of this model is that TMG can lean on the experience and team of
Unity Group, without the significant costs associated with running a full time
M&A team, by using connected parties to finance deals, we can also move much
faster, as securing external funding can normally take months, whereas Unity’s
associated companies can agree terms same day in many cases.

This unique relationship means that TMG never carries any cost of sourcing and
transacting deals, this is a major weakness for our competitors as they carry
significant cost all the time whether they are doing deals or not.

The power of this relationship has been demonstrated by the ability to go from 4
companies to 13 in less than 2 months and a more than 6 fold increase in EBITDA.
 Our relentless focus on fundamental value is very much supported by this
relationship, and we will seek to better communicate our plans in future press
releases.

We look forward to many more transactions going forwards and to building
shareholder value for all of our investors, founders and partners.