DANKA BUSINESS SYSTEMS PLC, DEFR14A, 1996-06-07

DANKA BUSINESS SYSTEMS PLC
DEFR14A, 1996-06-07
PHOTOGRAPHIC EQUIPMENT & SUPPLIES

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SCHEDULE DEFR14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement (Revised)
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

Danka Business Systems PLC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/X/ Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
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DANKA BUSINESS SYSTEMS PLC
MASTERS HOUSE
107 HAMMERSMITH ROAD
LONDON W14 0QH ENGLAND

June 19, 1996

TO HOLDERS OF ORDINARY SHARES AND AMERICAN DEPOSITARY SHARES OF DANKA
BUSINESS SYSTEMS PLC (THE "COMPANY") AND, FOR INFORMATIONAL PURPOSES ONLY,
HOLDERS OF OPTIONS TO ACQUIRE ORDINARY SHARES.

Holders of Ordinary Shares are cordially invited to attend the
Company's 1996 Annual General Meeting (the "Meeting"). The Meeting will be
held Friday, July 19, 1996 at 11:00 a.m. (local time) at the Lanesborough
Hotel, located at Lanesborough Place, London, England SW1X 7LY.

The Notice of the Annual General Meeting and the Proxy Statement on
the following pages cover the formal business of the Meeting, which includes
resolutions proposing (1) approval of a final dividend; (2, 3 and 4)
re-elections and election of Directors; (5) appointment of the Company's
Auditor; (6) approval to increase the Company's authorized share capital; (7)
authorizations for the Directors to allot Ordinary Shares; (8) authorizations
to disapply pre-emptive rights; (9) authorization for purchase by the Company
of its own shares; (10) approval of The Danka 1996 Share Option Plan and
establishment of The Danka Employees' Share Trust and to permit the Directors,
with certain exceptions, to be counted in the quorum and to vote in respect of
the trusts matters; and (11) approval of The Danka 1996 Non-Employee Directors
Share Option Plan and to permit the Directors, with certain exceptions, to
be counted in the quorum and to vote in respect of the plans matters. We will
also report on the progress of the Company and comment on matters of current
interest. Your Directors believe that the above proposals are in the best
interests of the Company and its shareholders and unanimously recommend that
holders vote in favor of all of the resolutions. You will notice that the
proxy materials are very comprehensive due to the necessity of the Company
complying with securities law requirements in both the United Kingdom and
United States.

It is important that Ordinary Shares be represented at the Meeting.
We ask that Ordinary Shareholders promptly sign, date and return the enclosed
proxy card (not later than 48 hours before the time fixed for the holding of
the Meeting) to the Company's registrars, Royal Bank of Scotland plc, even if
you plan to attend the Meeting. Returning your proxy card will not prevent a
holder of Ordinary Shares from voting in person at the Meeting if they are
present and choose to do so. Holders of American Depositary Shares should
follow the special voting instructions provided by The Bank of New York as
Depositary.

Your Board of Directors and management look forward to greeting you at
the Meeting.

Sincerely,

MARK A. VAUGHAN-LEE
Chairman

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DANKA BUSINESS SYSTEMS PLC

NOTICE TO OWNERS OF AMERICAN DEPOSITARY RECEIPTS

Owners of Record on June 5, 1996, of American Depositary Receipts (each
representing four Ordinary Shares of Danka Business Systems PLC of 1.25 pence
each) issued under any existing Deposit Agreements among Danka Business Systems
PLC (the "Company" or the "Issuer"), The Bank of New York, as Depositary, and
the Owners from time to time of the American Depositary Receipts issued
thereunder, are hereby notified that The Bank of New York, as Depositary, has
received Notice of an Annual General Meeting of the members of Danka Business
Systems PLC, to be held on July 19, 1996.

By provision of Section 4.07 of the aforementioned Deposit Agreement, Owners of
American Depositary Shares are entitled, subject to applicable law and the
provisions of the Articles of Association of the Issuer and the provisions of
or governing Deposited Securities, to instruct The Bank of New York, as
Depositary, as to the exercise of the voting rights, if any, pertaining to the
Deposited Securities represented by the American Depositary Shares evidenced by
such Owner's Receipts. Upon the written request of an Owner on such record
date, received on or before July 12, 1996, The Bank of New York, as Depositary,
shall endeavor in so far as practicable and permitted under applicable law and
the provision of the Articles of Association of the Issuer and the provisions
of or governing the Deposited Securities to vote or cause to be voted the
Deposited Securities represented by such Owner's Receipts in accordance with
the instructions set forth in such request. If after complying with the
procedures set forth in this Section, the Depositary does not receive
instructions from the Owner of a Receipt, the Depositary shall give a
discretionary proxy for the Shares evidenced by such Receipt to a person
designated by the Issuer. The Bank of New York, as Depositary, shall not vote
or attempt to exercise the right to vote that attaches to the Deposited
Securities, other than in accordance with such instructions.

In view of the fact that requests from Owners must be received prior to the
close of business on July 12, 1996, there is a pre-addressed envelope enclosed
for your use.

The Bank of New York, as Depositary

Dated: June 19, 1996

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DANKA BUSINESS SYSTEMS PLC

------------------------------------

NOTICE OF THE ANNUAL GENERAL MEETING
FRIDAY, JULY 19, 1996

------------------------------------

Notice is hereby given that the 1996 Annual General Meeting (the
"Meeting") of Danka Business Systems PLC (the "Company") will be held at the
Lanesborough Hotel, located at Lanesborough Place, London, England SW1X 7LY, on
Friday, July 19, 1996 at 11:00 a.m. (local time) for the following purposes:

AGENDA

To consider and, if thought fit, approve the following ordinary resolutions:

1. THAT the Directors of the Company be and hereby are authorized
to pay a final dividend for fiscal 1996 in the amount of 1.08 pence
per Ordinary Share (net) directly to all Holders of Ordinary Shares
and to all Holders of American Depositary Shares through the
Depositary, The Bank of New York.

2. THAT Daniel M. Doyle, whose term as Director expires at the
1996 Annual General Meeting, be and hereby is re-elected to serve as
Director of the Company in accordance with the Company's Articles of
Association.

3. THAT David S. Hooker, whose term as Director expires at the
1996 Annual General Meeting, be and hereby is re-elected to serve as
Director of the Company in accordance with the Company's Articles of
Association.

4. THAT Pierson M. Grieve, who was appointed as Director by the
Board of Directors in fiscal 1996 and whose appointment expires at the
1996 Annual General Meeting, be and hereby is elected to serve as
Director of the Company in accordance with the Company's Articles of
Association.

5. THAT KPMG Audit Plc, Chartered Accountants and Registered Auditors, be
and hereby are appointed to serve as the Company's Auditors until the
conclusion of the 1997 Annual General Meeting, and that the Board of
Directors of the Company or a duly appointed committee thereof be and
hereby is authorized to fix the Auditors' remuneration.

6. SPECIAL BUSINESS: To consider and, if thought fit, approve the
following ordinary resolution:

THAT the authorized share capital of the Company be and hereby
is increased from L.5,000,000 to L.6,250,000 by the creation of
100,000,000 additional Ordinary Shares of 1.25 pence each.

7. SPECIAL BUSINESS: To consider and, if thought fit, approve the
following ordinary resolution:

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earlier of the date of the 1997 Annual General Meeting of the
Company or October 19, 1997, 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 Board of
Directors may allot relevant securities in pursuance of such an offer
or agreement as if the authority conferred hereby had not expired.

8. SPECIAL BUSINESS: To consider and, if thought fit, approve the
following special resolution:

THAT, subject to the passing of Resolution 7, the Directors be
and hereby are generally and unconditionally authorized to exercise
all powers of the Company to allot equity securities (within the
meaning of Section 94(2) of the Companies Act 1985, as amended by the
Companies Act 1989 (the "Companies Act")), as if Section 89(1) of the
Companies Act did not apply to such allotment, provided that this
authority shall:

i) expire on the earlier of the date of the 1997 Annual
General Meeting of the Company or October 19, 1997, save that
the Directors may allot equity securities under this authority
after the expiry thereof pursuant to any offer or agreement
made by the Company on or before such expiry date pursuant to
this authority as if such authority had not expired; and

ii) be limited to the allotment of equity securities:

(a) in connection with a rights issue or any other
pre-emptive offer concerning equity securities in the Company
where it is, in the opinion of the Directors, necessary or
expedient to allot equity securities otherwise than in
accordance with Section 89 of the Companies Act by reason of
the rights attached to any shares or securities of the Company
or in relation to fractional entitlements or legal or
practical problems under the laws of or the requirements of
any recognized regulatory body or stock exchange in any
territory;

(b) pursuant to the terms of any stock option plan
or share option scheme or other plan for employees and/or
executive or Non-Executive Directors approved by the Company
in a general meeting, up to an aggregate nominal value of
L.273,890; or

(c) otherwise than pursuant to sub-paragraphs (a)
and (b) above, up to an aggregate nominal value not exceeding
L.547,781.

9. SPECIAL BUSINESS: To consider, and, if thought fit, approve
the following special resolution:

THAT the Company is hereby generally and unconditionally
authorized to make market purchases (within the meaning of Section 163
of the Companies Act 1985) of Ordinary Shares of 1.25p each in the
capital of the Company with effect from the conclusion of this Meeting
provided that:

(a) the maximum aggregate number of Ordinary Shares
authorized to be purchased is 21,900,000 representing
approximately 10% of the issued share capital of the Company
as of April 30, 1996;

(b) the minimum price which may be paid for each
such Ordinary Share is 1.25p;

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Stock Exchange Daily Official List for the ten business days
immediately preceding the day on which such Ordinary Share is
purchased;

(d) the Company may make a contract to purchase its
Ordinary Shares under this authority prior to the expiry
thereof, which will or may be executed wholly or partly after
the expiry of such authority, and may make a purchase of its
Ordinary Shares pursuant to any such contract; and

The authority herein will expire at the conclusion of the next Annual
General Meeting of the Company, or, if earlier, October 19, 1997.

10. SPECIAL BUSINESS. To consider and, if thought fit, approve the
following ordinary resolution:

(i) THAT The Danka 1996 Share Option Plan (the "1996 Plan") for employees,
officers and executive directors employed by the Company and
its subsidiaries, materially in such form as described in and attached
to the Company Proxy Statement for the Annual General Meeting as
Appendix 1, and in such final form as provided to the Meeting by the
Chairman, and the Trust Deed establishing The Danka Employees' Share
Trust ("The Employees' Trust"), be and are hereby approved and the
Directors be and are hereby authorized to do all such acts and things
as may be necessary to carry the same into effect (including the
issuance of Ordinary Shares of the Company to the trustee of The
Employees' Trust upon or shortly after the grant of options over such
shares under the 1996 Plan and the provision of funds to the trustee
of The Employees' Trust to acquire shares for the purpose of the 1996
Plan).

(ii) THAT the Directors may be counted in the quorum and vote in respect of
any matter connected with The Employees' Trust, notwithstanding that
they may be interested in the same (except that no Director may be
counted in the quorum or vote in respect of any matter solely
concerning his own participation in The Employees' Trust).

11. SPECIAL BUSINESS. To consider, and if thought fit, approve the
following ordinary resolution:

(i) THAT The Danka 1996 Non-Employee Directors Share Option Plan
materially in such form as described in and attached to the
Company Proxy Statement for the Annual General Meeting as Appendix 2,
and in such final form as provided to the meeting by the Chairman, be
and is hereby approved and the Directors be and are hereby authorized
to do all such acts and things as may be necessary to carry the same
into effect.

(ii) THAT the Directors may be counted in the quorum and vote in respect of
any matter connected with the Non-Employee Directors plan adopted
hereby, notwithstanding that they may be interested in the same
(except that no Director may be counted in the quorum or vote in
respect of any matter solely concerning his own participation in the
plan).

Copies of contracts of service of the Directors and a register of
Directors' interests kept by the Company are available for inspection at the
registered office of the Company during normal working hours and will be
available for inspection at the place of the Meeting during the Meeting and for
at least fifteen (15) minutes prior to the Meeting.

Holders of Ordinary Shares entitled to attend and vote at the Meeting
may appoint a proxy to attend and, on a poll of such holders, to vote in their
place. A proxy need not be a holder of Ordinary Shares of the Company. Voting
shall be by a poll. Every holder of Ordinary Shares who is entitled to vote
and who is present or by a proxy will have one (1) vote for each Ordinary Share
owned.

By order of the Board of Directors

Paul G. Dumond
Secretary
London, England

June 19, 1996

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THIS PROXY STATEMENT IS FOR HOLDERS OF ORDINARY SHARES, HOLDERS OF
AMERICAN DEPOSITARY SHARES ("ADSs") REPRESENTED BY AMERICAN DEPOSITARY
RECEIPTS, AND, FOR INFORMATIONAL PURPOSES ONLY, HOLDERS OF OPTIONS TO ACQUIRE
ORDINARY SHARES OF DANKA BUSINESS SYSTEMS PLC. THE PROXY STATEMENT CONTAINS
INFORMATION REQUIRED UNDER THE FINANCIAL SERVICES ACT 1986 OF THE UNITED
KINGDOM AND REGULATION 14A UNDER THE SECURITIES EXCHANGE ACT OF 1934 OF THE
UNITED STATES.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF
YOU HAVE ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD IMMEDIATELY
CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR/ATTORNEY, ACCOUNTANT OR OTHER
PROFESSIONAL ADVISER AUTHORIZED UNDER THE FINANCIAL SERVICES ACT 1986 OF THE
UNITED KINGDOM.

IF YOU HAVE SOLD ANY OF YOUR ORDINARY SHARES IN DANKA BUSINESS SYSTEMS
PLC, PLEASE SEND A COPY OF THIS DOCUMENT TO THE STOCKBROKER OR OTHER AGENT
THROUGH WHOM THE SALE WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER.

DANKA BUSINESS SYSTEMS PLC
MASTERS HOUSE
107 HAMMERSMITH ROAD
LONDON W14 0QH ENGLAND
(REGISTERED IN ENGLAND NO. 1101386)

PROXY STATEMENT

INTRODUCTION

GENERAL

This Proxy Statement is furnished by the Board of Directors of Danka
Business Systems PLC (the "Company") in connection with the solicitation of
specific voting instructions ("voting instructions") from holders of ADSs
("Holders of ADSs") and proxies ("proxies") from holders of Ordinary Shares
("Holders of Ordinary Shares") for voting at the Company's 1996 Annual General
Meeting (the "Meeting"), which will be held at 11:00 a.m. (local time) on July
19, 1996 at the Lanesborough Hotel, located at Lanesborough Place, London,
England SW1X 7LY. For purposes of this Proxy Statement and related materials,
the term "Shareholders" shall mean Holders of Ordinary Shares and Holders of
ADSs. The approximate date on which this Proxy Statement and related materials
has been first mailed to Shareholders is June 19, 1996.

As of April 30, 1996, 219,112,247 Ordinary Shares of 1.25 pence each
were issued and outstanding ("Ordinary Shares"), of which approximately
seventy-seven percent (77%) were held in the form of ADSs. Each ADS represents
four Ordinary Shares.

The cost of soliciting proxies and voting instructions will be borne
by the Company. In addition to the use of the mails, proxies and voting
instructions may be solicited personally or by telephone by employees of the
Company. The Company does not expect to pay any compensation for the
solicitation of proxies or voting instructions, but may reimburse brokers, The
Bank of New York (the "Depositary") and other persons holding stock in their
names, or in the names of nominees, for their expenses in sending proxy
materials to their principals and obtaining their proxies and/or voting
instructions.

Prior to 1994, Holders of Ordinary Shares had adopted a resolution at
each Annual General Meeting to receive and adopt the Directors' Report and
Accounts (financial information of the Company) prepared according to Generally
Accepted Accounting Principles ("GAAP") of the United Kingdom for that year and
the report of the auditors thereon ("Report and Accounts"). Pursuant to the
Companies Act 1985, as amended by the Companies Act 1989 (the "Companies Act"),
it is no longer necessary for Holders of Ordinary Shares to approve the Report
and Accounts. Because of the unnecessary cost and inconvenience to the

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Company that would be associated with such a vote due to the need for the
Company to comply with various disclosure requirements pursuant to United
States securities laws, the Company determined in 1994 not to propose such a
resolution at the Meeting. However, as required by the Companies Act, the 1996
Annual Report and Accounts prepared in accordance with the United Kingdom GAAP
will be presented at the Meeting. Additionally, the U.K. Shareholders have
received a copy of the Report and Accounts. U.S. Shareholders have received
the Company's financial information prepared in accordance with United States
GAAP in their copy of the Company's 1996 Annual Report. U.S. Shareholders who
would like a copy of the Report and Accounts may contact the Company's
registered office. Additionally, copies of relevant contracts of service of
the Directors and a register of Directors' interests kept by the Company are
available for inspection at the registered office of the Company during normal
working hours and will be available for inspection at the place of the Meeting
during the Meeting and for at least fifteen (15) minutes prior to the Meeting.

In this Proxy Statement, references to "pounds," "pence" or "L." are
to United Kingdom currency, and references to "U.S. dollars" or "$" are to
United States currency. Amounts that have been paid in currency of the United
States are generally denominated herein in United States currency, and amounts
that have been paid in currency of the United Kingdom are generally denominated
herein in United Kingdom currency. Merely for convenience of the reader, the
pound equivalent of the dollar at the Noon Buying Rate (as defined below) on
March 31, 1996 was L.1.00 = $1.526 and on May 15, 1996 was L.1.00 = $1.513.
The noon buying rate is the exchange rate in New York City for cable transfers
in pounds sterling as certified for customs purposes by the Federal Reserve
Bank of New York (the "Noon Buying Rate").

VOTING INSTRUCTIONS/HOLDERS OF ORDINARY SHARES

Holders of Ordinary Shares entitled to attend and vote at the Meeting
may appoint a proxy to attend and, on a poll of such holders, to vote in their
place. A proxy need not be a Holder of Ordinary Shares of the Company. Voting
shall be by a poll. Every Holder of Ordinary Shares who is entitled to vote
and who is present in person or by a proxy will have one (1) vote for each
Ordinary Share owned. An ordinary resolution requires the affirmative vote of
a majority of the votes cast at the Meeting. A special resolution requires an
affirmative vote of at least seventy-five percent (75%) of the votes cast at
the Meeting. A form of proxy is enclosed which, to be effective, must be
deposited with the Company's registrars, Royal Bank of Scotland plc, P.O. Box
82, Caxton House, Redcliffe Way, Bristol BS99 7YA England, not later than
forty-eight (48) hours before the time appointed for the holding of the
Meeting.

Any proxy delivered pursuant to this solicitation may be revoked, at
the option of the person executing the proxy, at any time before it is
exercised by delivering a signed revocation in no specifically required form to
the Company at least 48 hours before the Meeting, by submitting a later-dated
proxy, or by attending the Meeting in person and casting a ballot. If proxies
are signed and returned without voting instructions, the Ordinary Shares
represented by the proxies will be voted as the proxy deems fit. Ordinary
Shares that are not voted by the Holders of Ordinary Shares or brokers entitled
to vote them, due to abstention or failure to cast a ballot in person or by
returning a signed proxy, will not be considered in the final tabulation.

VOTING INSTRUCTIONS/HOLDERS OF AMERICAN DEPOSITARY SHARES

Holders of ADSs should complete and return the voting instructional
form provided to them in their proxy materials by the Depositary in accordance
with the terms provided thereon not later than July 12, 1996. The close of
business on June 5, 1996 has been fixed as the record date for the
determination of the Holders of ADSs entitled to provide voting instructions to
the Depositary. The proxy committee, which consists of Paul G. Dumond and
David C. Snell (the "Proxy Committee"), has the right to instruct the
Depositary on how to vote all Ordinary Shares represented by Holders of ADSs
that have failed to timely file their voting instructional form with the
Depositary. For purposes of the remainder of this document, the term "vote"
shall mean either a vote by a Holder of Ordinary Shares or instructions to the
Depositary by a Holder of ADSs, unless the context requires otherwise.

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RESOLUTIONS

RESOLUTION 1 (ORDINARY): DIVIDEND FOR ORDINARY SHARES

The Company's net earnings for fiscal 1996 were L.37,729,000 under
U.K. GAAP and $45,215,000 under U.S. GAAP. The Board of Directors recommends
that a final dividend for fiscal 1996 in the amount of 1.08 pence per Ordinary
Share (net) be paid directly to all Holders of Ordinary Shares and, through the
Depositary, to all Holders of ADSs. To accomplish the foregoing, the Board of
Directors proposes adoption of the following resolution:

THAT the Directors of the Company be and hereby are authorized to pay
a final dividend for fiscal 1996 in the amount of 1.08 pence per
Ordinary Share (net) directly to all Holders of Ordinary Shares and to
all Holders of American Depositary Shares through the Depositary, The
Bank of New York.

The Board of Directors has unanimously approved proposed Resolution 1
and recommends that you vote "FOR" its adoption. An affirmative vote of a
majority of the votes cast at the Meeting will be required for adoption of the
proposed resolution.

RESOLUTIONS 2 (ORDINARY) AND 3 (ORDINARY) AND 4 (ORDINARY): RE-ELECTION AND
ELECTION OF DIRECTORS

The Articles of Association of the Company set the size of the Board
of Directors at not less than two members. The Board of Directors currently
consists of seven members who serve pursuant to the Company's Articles of
Association. A minimum of one third (1/3) of the Directors is to be re-elected
at each Annual General Meeting.

Pursuant to the Company's Articles of Association, the term of two of
the Company's current Directors, Daniel M. Doyle and David S. Hooker, will
expire at the Meeting.

The Board of Directors recommends in Resolution 2 that Mr. Doyle be
re-elected at the Meeting to serve as a Director. To accomplish the foregoing,
the Board of Directors proposes adoption of the following resolution:

Resolution 2:

THAT Daniel M. Doyle, whose term as Director expires at the 1996
Annual General Meeting, be and hereby is re- elected to serve as
Director of the Company in accordance with the Company's Articles of
Association.

The Board of Directors has unanimously approved proposed Resolution 2
and recommends that you vote "FOR" its adoption. An affirmative vote of a
majority of the votes cast at the Meeting will be required for adoption of the
proposed resolution.

The Board of Directors recommends in Resolution 3 that Mr. Hooker be
re-elected at the Meeting to serve as a Director. To accomplish the foregoing,
the Board of Directors proposes adoption of the following resolution:

Resolution 3:

THAT David S. Hooker, whose term as Director expires at the 1996
Annual General Meeting, be and hereby is re- elected to serve as
Director of the Company in accordance with the Company's Articles of
Association.

The Board of Directors has unanimously approved proposed Resolution 3
and recommends that you vote "FOR" its adoption. An affirmative vote of a
majority of the votes cast at the Meeting will be required for adoption of the
proposed resolution.

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The term of one of the Company's current Directors, Pierson M. Grieve,
who was appointed by the Board of Directors in fiscal 1996, expires at the
Meeting. The Board of Directors recommends in Resolution 4 that Mr. Grieve be
elected at the Meeting to serve as a Director. To accomplish the foregoing,
the Board of Directors proposes adoption of the following resolution:

Resolution 4:

THAT Pierson M. Grieve, who was appointed as Director by the Board of
Directors in fiscal 1996 and whose appointment expires at the 1996
Annual General Meeting, be and hereby is elected to serve as Director
of the Company in accordance with the Company's Articles of
Association.

The Board of Directors has unanimously approved proposed Resolution 4
and recommends that you vote "FOR" its adoption. An affirmative vote of a
majority of the votes cast at the Meeting will be required for adoption of the
proposed resolution.

RESOLUTION 5 (ORDINARY): APPOINTMENT OF AUDITORS

At the Meeting, the Company is required, pursuant to Sections 384 and
385 of the Companies Act, to appoint auditors to serve until the conclusion of
the Company's next Annual General Meeting and to set their remuneration. KPMG,
Audit Plc Chartered Accountants and Registered Auditors ("KPMG") have served
as the Company's Auditors for more than twenty (20) years. The Board of
Directors recommends in Resolution 5 that KPMG be appointed to serve as the
Company's Auditors until the conclusion of the next Annual General Meeting and
that the Board of Directors be authorized to fix the Auditors' remuneration. To
accomplish the foregoing, the Board of Directors proposes adoption of the
following resolution:

THAT KPMG Audit Plc, Chartered Accountants and Registered Auditors, be
and hereby are appointed to serve as the Company's Auditors until the
conclusion of the 1997 Annual General Meeting, and that the Board of
Directors of the Company, or a duly appointed Committee thereof, be
and hereby is authorized to fix the Auditors' remuneration.

The Board of Directors has unanimously approved proposed Resolution 5
and recommends that you vote "FOR" its adoption. An affirmative vote of a
majority of the votes cast at the Meeting will be required for adoption of the
proposed resolution. The Company expects representatives of KPMG to be present
at the Meeting, have an opportunity to make a statement if they desire to do so
and to be available to respond to appropriate questions at the Meeting.

RESOLUTION 6 (ORDINARY): INCREASE IN AUTHORIZED SHARE CAPITAL

The authorized share capital of the Company at present is L.5,000,000,
which represents 400,000,000 Ordinary Shares. The Board of Directors proposes
increasing the authorized share capital by twenty-five percent (25%) to
L.6,250,000 by the creation of 100,000,000 additional Ordinary Shares. Section
121 of the Companies Act gives the Company the power to increase its share
capital by adding new shares in such amount as it deems expedient and requires
that such power be exercised at a general meeting. The additional Ordinary
Shares would permit the Company flexibility in financing future needs and
growth without the expense and delay incident to a special general meeting.

As of this date, there has been no discussion, agreement,
understanding or plan for issuance of the additional Ordinary Shares, except as
relates to immaterial acquisitions pending, the potential conversion of the
Company's 6.75% Convertible Notes and stock option plans and schemes.
Authorization of the proposed resolution would have no effect on the balance
sheet or the capitalization of the Company until such time as additional
Ordinary Shares are actually issued. To accomplish the foregoing, the Board of
Directors proposes adoption of the following resolution:

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<PAGE> 11

THAT the authorized share capital of the Company be and hereby is
increased from L.5,000,000 to L.6,250,000 by the creation of
100,000,000 additional Ordinary Shares of 1.25 pence each.

The Board of Directors has unanimously approved proposed Resolution 6
and recommends that you vote "FOR" its adoption. An affirmative vote of a
majority of the votes cast at the Meeting will be required for adoption of the
proposed resolution.

RESOLUTIONS 7 (ORDINARY) AND 8 (SPECIAL): AUTHORITY TO ALLOT SHARES/PRE-EMPTIVE
RIGHTS WAIVER

The Board of Directors recognizes that there may be instances where it
is desirable for the Company to be able to issue (allot) securities in
connection with various matters without the prior consent of Holders of
Ordinary Shares. Before the Board of Directors may exercise any such power to
allot relevant securities, however, Section 80 of the Companies Act requires
(with certain exceptions) that the Company authorize such power at a general
meeting. The Board of Directors, therefore, is seeking authority in Resolution
7 to allot securities up to an aggregate nominal amount of L.912,967
(representing approximately thirty-three and one third percent (33 1/3%) of the
Company's present issued share capital) before the earlier of the date of its
next Annual General Meeting or October 19, 1997 (subject to extensions upon the
occurrence of the events set forth below) for such purposes as desired in the
discretion of the Directors. To accomplish the foregoing, the Board of
Directors proposes adoption of the following resolution:

Resolution 7:

THAT the Directors be and hereby are generally and unconditionally
authorized for purposes desired at their discretion, in place of all
existing authorities under Section 80 of the Companies Act 1985, as
amended by the Companies Act 1989 (the "Companies Act"), to exercise
all powers of the Company to allot relevant securities (within the
meaning of Section 80 of the Companies Act) up to an aggregate nominal
amount of L.912,967 (representing approximately thirty-three and one
third percent (33 1/3%) of the issued share capital of the Company),
provided that this authority shall expire on the earlier of the date
of the 1997 Annual General Meeting of the Company or October 19, 1997,
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 Board of Directors may allot
relevant securities in pursuance of such an offer or agreement as if
the authority conferred hereby had not expired.

The Board of Directors has unanimously approved proposed Resolution 7
and recommends that you vote "FOR" its adoption. An affirmative vote of a
majority of the votes cast at the Meeting will be required for adoption of the
proposed resolution.

Subject to the passing of proposed Resolution 7, the Board of
Directors is seeking authority in Resolution 8 to issue Ordinary Shares for
cash, other than effecting such issuance only after first offering the Ordinary
Shares to existing Holders of Ordinary Shares pro-rata to their holdings
("pre-emptive rights"). Pursuant to Section 95 of the Companies Act, a special
resolution of the Company is generally necessary (with some exceptions) to
permit an allotment by Directors without providing the pre-emptive rights
provided by Section 89 of the Companies Act. Apart from other authority to the
Directors permitting allotments, the power would be limited to issuance of
Ordinary Shares up to a maximum aggregate nominal amount of L.547,781
(representing approximately twenty percent (20%) of the Company's present
issued share capital). This level of authority is consistent with the
limitations placed on NASDAQ Stock Market's National Market companies to issue
shares without further approval. The power that is sought by Resolution 8
would expire on the earlier of the date of the next Annual General Meeting or
October 19, 1997 (subject to extensions upon the occurrence of the events set
forth below). To accomplish the foregoing, the Board of Directors proposes
adoption of the following resolution:

-5-
<PAGE> 12

Resolution 8:

THAT, subject to the passing of Resolution 7, the Directors be and
hereby are generally and unconditionally authorized to exercise all
powers of the Company to allot equity securities (within the meaning
of Section 94(2) of the Companies Act 1985, as amended by the
Companies Act 1989 (the "Companies Act")), as if Section 89(1) of the
Companies Act did not apply to such allotment, provided that this
authority shall:

i) expire on the earlier of the date of the 1997 Annual General
Meeting of the Company or October 19, 1997, save that the
Directors may allot equity securities under this authority
after the expiry thereof pursuant to any offer or agreement
made by the Company on or before such expiry date pursuant to
this authority as if such authority had not expired; and

ii) be limited to the allotment of equity securities:

(a) in connection with a rights issue or any
other pre-emptive offer concerning equity securities in the
Company where it is, in the opinion of the Directors,
necessary or expedient to allot equity securities otherwise
than in accordance with Section 89 of the Companies Act by
reason of the rights attached to any shares or securities of
the Company or in relation to fractional entitlements or legal
or practical problems under the laws of or the requirements of
any recognized regulatory body or stock exchange in any
territory;

(b) pursuant to the terms of any stock option
plan or share option scheme or other plan for employees and/or
executive or Non-Executive Directors approved by the Company
in a general meeting, up to an aggregate nominal value of
L.273,890; or

(c) otherwise then pursuant to sub-paragraphs (a)
and (b) above, up to an aggregate nominal value not exceeding
L.547,781.

The Board of Directors has unanimously approved proposed Resolution 8
and recommends that you vote "FOR" its adoption. An affirmative vote of at
least seventy-five percent (75%) of the votes cast at the Meeting will be
required for adoption of the proposed resolution.

RESOLUTION 9 (SPECIAL): PURCHASE OF OWN SHARES

Under Section 166 of the Companies Act, a company is required to
obtain shareholder approval before it is able to buy back its own shares. The
resolution must be subject to certain restrictions. The resolution as set out
will enable the Company to buy back up to 21,900,000 Ordinary Shares
representing approximately 10% of its issued share capital at the higher of the
nominal value or the market value of the shares, as calculated from The London
Stock Exchange Daily Official List of mid-market prices for the ten days prior
to the purchase. If this resolution is passed, the authority shall continue
until the earlier of the date of the 1997 Annual General Meeting or October 19,
1997 (subject to extensions upon the occurrence of the events set forth below).

While there is no current plan to repurchase any shares, the Board
believes maintaining such flexibility is beneficial to the Company. To
accomplish the foregoing, the Board of Directors proposes adoption of the
following resolution:

THAT the Company is hereby generally and unconditionally authorized to
make market purchases (within the meaning of Section 163 of the
Companies Act 1985) of Ordinary Shares of 1.25p each in the capital of
the Company with effect from the conclusion of this Meeting provided
that:

-6-
<PAGE> 13

(a) the maximum aggregate number of Ordinary Shares
authorized to be purchased is 21,900,000 representing approximately
10% of the issued share capital of the Company as of April 30, 1996;

(b) the minimum price which may be paid for each Ordinary
Share is 1.25p;

(c) the maximum price (inclusive of expenses) which may
be paid for each such Ordinary Share is an amount equal to 105 percent
of the average of the middle market quotations as derived from The
London Stock Exchange Daily Official List for the ten business days
immediately preceding the day on which such Ordinary Share is
purchased; and

(d) the Company may make a contract to purchase its
Ordinary Shares under this authority prior to the expiry thereof,
which will or may be executed wholly or partly after the expiry of
such authority, and may make a purchase of its Ordinary Shares
pursuant to any such contract.

The authority herein will expire at the conclusion of the next Annual
General Meeting of the Company, or, if earlier, October 19, 1997.

The Board of Directors has unanimously approved proposed Resolution 9
and recommends that you vote "FOR" its adoption. An affirmative vote of at
least seventy-five percent (75%) of the votes cast at the Meeting will be
required for adoption of the proposed resolution.

RESOLUTION 10 (ORDINARY): APPROVAL OF THE DANKA 1996 SHARE OPTION PLAN

The Company's 1986 United States Stock Option Plan ("1986 Plan") was
adopted by the Board of Directors and approved by the Holders of Ordinary
Shares of the Company in December 1986, and is due to expire on December 22,
1996. The Company is seeking approval by Shareholders of The Danka 1996 Share
Option Plan ("1996 Plan"), which was approved by the Board of Directors and
Remuneration Committee on April 28, 1996, subject to shareholder approval, and
the Trust Deed establishing The Danka Employees' Trust Fund (the "Employees'
Trust") to be used in conjunction with the 1996 Plan. The following summary
description of the 1996 Plan is qualified in its entirety by reference to the
full text of the 1996 Plan which is attached to this Proxy Statement as
Appendix 1.

SUMMARY OF THE 1996 PLAN AND THE EMPLOYEES' TRUST

The 1996 Plan is intended to provide an opportunity to officers,
executive directors and certain key employees of the Company and its
subsidiaries, to acquire a proprietary interest in the Company. Such
opportunity should provide an increased incentive for these individuals to
contribute to the future success and prosperity of the Company, thus enhancing
the value of the stock for the benefit of the shareholders, and increase the
ability of the Company to attract and retain individuals of exceptional skill.

The 1996 Plan authorizes the granting of options to purchase American
Depositary Shares or Ordinary Shares ("Options"), which may in the case of U.S.
Option holders be either Incentive Stock Options ("ISOs") meeting the
requirements of Section 422 of the Internal Revenue Code, or Non-Qualifying
Options. The total number of Options that may be granted under the 1996 Plan
are 5,500,000 ADSs (equivalent to 22,000,000 Ordinary Shares), provided that
Options for not more than 150,000 ADSs (equivalent to 600,000 Ordinary Shares)
may be granted to any participant in any one fiscal year and no participant may
be issued in the aggregate more than 1,250,000 ADSs (equivalent to 5,000,000
Ordinary Shares). Options may not be granted under the 1996 Plan after July
19, 2006.

-7-
<PAGE> 14

The 1996 Plan will be administered by the Company's Remuneration
Committee (the "Committee") consisting wholly of non-employee Directors of the
Company qualifying as "disinterested" directors as defined pursuant to
Regulations under The United States Securities Exchange Act of 1934. Upon the
recommendation of management, the Committee will independently determine the
persons to whom Options will be granted, the dates of grant, and the number of
shares to be subject to each Option. In the event of a change of control of
the Company, the Options may be exercised immediately or rolled- over
(exchanged) for options of the acquiring company. Options will be granted for
a term of up to ten years, but generally will not become exercisable until the
third anniversary of the date of the grant. Options will generally terminate
within 30 days following termination of employment, or, in the event of death,
cessation of employment through ill-health, injury, disability, retirement, or
the employing company or business leaving the group of Danka Subsidiaries,
within one year thereafter. An Option that lapses, terminates or is forfeited
will be available for future grant. Options will not be transferable except by
will or the laws of descent and distribution.

Options may be granted to purchase shares at a price per share fixed
by the Committee and at not less than the fair market value on the date of the
grant. All Options available under the 1996 Plan are subject to adjustments
that may be made for a merger, reorganization, stock dividend, stock split or
other similar change affecting the number of outstanding shares of the Company.
The Board of Directors may amend or terminate the 1996 Plan in any manner and
at any time, except that no such amendment or termination may adversely affect
the rights of the Option holders of outstanding Options, without the Option
holders' consent, nor may any amendment be made to the advantage of Option
holders without the prior approval by ordinary resolution of the shareholders
of the Company in a general meeting (except for minor alterations to benefit
the 1996 Plan administration or to obtain or maintain favorable tax, exchange
of control or regulatory treatment of holders or any shareholder).

For purposes of U.S. Proxy requirements, the following description of
the Federal U.S. income tax consequences of the issuance and exercise of
Options under the 1996 Plan to U.S. Option holders and the Company is being
provided in this Proxy Statement. ISOs granted pursuant to the 1996 Plan are
intended to qualify as "incentive stock options" within the meaning of Section
422, or any successor section, of the U.S. Internal Revenue Code, as amended.
If an optionee makes no disposition of the shares acquired pursuant to the
exercise of an ISO within one year after the transfer of shares to such
optionee and within two years from grant of the option, such optionee will
realize no taxable income as a result of the grant or exercise of such option;
any gain or loss that is subsequently realized may be treated as long-term
capital gain or loss, as the case may be. (However, the optionee will
recognize an item of tax preference in the amount of the difference between the
fair market value of the shares received upon exercise and the exercise price
for alternative minimum tax purposes). Under these circumstances, the Company
will not be entitled to a deduction for federal income tax purposes with
respect to the issuance of such ISOs, the transfer of shares upon their
exercise, or the ultimate disposition of such shares.

If shares subject to ISOs are disposed of prior to the expiration of
the above time periods, the optionee will recognize ordinary income in the year
in which the disqualifying disposition occurs, the amount of which will
generally be the lesser of (i) the excess of the market value of the shares on
the date of exercise over the option price, and (ii) the gain recognized on
such disposition. Such amount will ordinarily be deductible by the Company for
federal income tax purposes in the same year, provided that the Company
satisfies certain federal income tax information reporting requirements. In
addition, the excess, if any, of the amount realized on a disqualifying
disposition over the market value of the shares on the date of exercise will be
treated as capital gain.

Non-Qualifying options may be granted under the 1996 Plan. An
optionee who exercises a Non-Qualifying option will recognize as taxable
ordinary income, at the time of exercise, an amount equal to the excess of the
fair market value of the shares on the date of exercise over the exercise
price. Such amount will ordinarily be deductible by the Company in the same
year, provided that the Company satisfies certain federal income tax
information reporting requirements.

-8-
<PAGE> 15

Section 162(m) of the U.S. Internal Revenue Code generally limits the
Company's federal income tax deduction for compensation paid in any year to
each of its chief executive officer and its four highest paid executive
officers, other than its chief executive officer, to $1 million per year, to
the extent that such compensation is not "performance based". Under U.S. tax
regulations, a stock option will, in general, qualify as "performance based"
compensation if (i) it has an exercise price of not less than the fair market
value of the underlying stock on the date of grant, (ii) it is granted under a
plan that limits the number of shares for which options may be granted to any
participant during a specified period, which plan is approved by a majority of
the stockholders entitled to vote thereon, and (iii) it is granted by a
compensation committee consisting solely of at least two independent directors.
If a stock option grant to an executive referred to above is not "performance
based," the amount that would otherwise be deductible by the Company in respect
of the grant of such option will be disallowed to the extent that the
executive's aggregate non-performance based compensation in the relevant year
exceeds $1 million.

The Federal income tax consequences of Option grants and exercises are
complex and the above description is general in nature. The above description
does not purport to be complete and is subject to changes in the Federal income
tax laws.

The Employees' Trust is intended primarily to operate in conjunction
with the 1996 Plan. Options can be granted under the 1996 Plan over shares
held by The Employees' Trust. The Employees' Trust may subscribe for shares
in the Company, which the Company has granted to employees under the 1996 Plan,
or it may purchase the shares on the open market. The Employees' Trust will
supply the shares to the employees upon exercise of the Option. On exercise
of Options, under the 1996 Plan, an Option holder can (with the Remuneration
Committee's consent) tender shares as payment of the exercise price.

The Employees' Trust is a discretionary trust administered by an
independent trustee for the benefit of employees (including executive
directors) of the Company and its subsidiaries whom have been granted Options.
A committee consisting of Messrs. David S. Hooker, David W. Kendall and Pierson
M. Grieve, the current members of the Remuneration Committee, has been
established to make recommendations to the trustee. The trustee can be removed
by the Company at any time. Dividends on any shares held in the Employees'
Trust will be waived (other than 0.01p per share).

The above summarizes the main features of the Trust Deed of The
Employees' Trust, but does not form part of it and should not be taken as
affecting the interpretation of the Trust Deed. Copies of the draft Trust Deed
will be available for inspection at the registered office of the Company and at
the offices of Clifford Chance, at 200 Aldersgate Street, London EC1A 4JJ
during usual business hours on weekdays (Saturdays, Sundays, and public holidays
excepted) up to the date of the Meeting and at the Meeting itself.

The Directors reserve the right up to the time of the Meeting to make
such amendments and additions as they may consider necessary or desirable,
provided that such amendments and additions do not conflict in any material
respect with the summary set out above.

To accomplish the foregoing, the Board of Directors proposes adoption
of the following resolution:

(i) THAT The Danka 1996 Share Option Plan (the "1996 Plan") for employees,
officers and executive directors employed by the Company and its
subsidiaries, materially in such form as described in and attached to
the Company Proxy Statement for the Annual General Meeting as
Appendix 1, and in such final form as provided to the Meeting by the
Chairman, and the Trust Deed establishing The Danka Employees' Share
Trust ("The Employees' Trust"), be and are hereby approved and the
Directors be and are hereby authorized to do all such acts and things
as may be necessary to carry the same into effect (including the
issuance of Ordinary Shares of the Company to the trustee of The
Employees' Trust upon or shortly after the grant of options over such
shares under the 1996 Plan and the provision of funds to the trustee
of The Employees' Trust to acquire shares for the purpose of the 1996
Plan).

-9-
<PAGE> 16

The Board of Directors has unanimously approved proposed Resolution 10
and recommends that you vote "FOR" its adoption. An affirmative vote of a
majority of the votes cast at the Meeting will be required for adoption of the
proposed resolution.

RESOLUTION 11 (ORDINARY): APPROVAL OF THE DANKA 1996 NON-EMPLOYEE DIRECTORS
SHARE OPTION PLAN.

The Company is seeking approval by the Shareholders of The Danka 1996
Non-Employee Directors Share Option Plan (the "1996 Non-Employee Director
Plan") which was approved by the Board of Directors on April 28, 1996, subject
to shareholder approval. The following summary description of the 1996
Non-Employee Director Plan is qualified in its entirety by reference to the
full text of the 1996 Non-Employee Director Plan which is attached to this
Proxy Statement as Appendix 2.

SUMMARY OF THE 1996 NON-EMPLOYEE DIRECTOR PLAN

The 1996 Non-Employee Director Plan is intended to provide
Non-Employee Directors of the Company with a more direct stake in the future
success and prosperity of the Company. The Board of Directors believes that a
share option plan for non-employee directors is important in enabling the
Company to attract and retain qualified outside Directors.

The 1996 Non-Employee Director Plan provides for the automatic grant
to each non-employee Director serving on the Board of Directors as of July 22,
1996, and each non-employee Director appointed or elected to the Board of
Directors after July 22, 1996, of a Non-Qualifying Option to acquire 10,000
Ordinary Shares of the Company or the American Depositary Share equivalent
thereof. The 1996 Non-Employee Director Plan also provides for the automatic
grant of an option to acquire an additional 2,000 Ordinary Shares of the
Company or the American Depositary Share equivalent thereof annually on the
date of the Company's annual general meeting of shareholders to each
non-employee Director who is a member of the Board of Directors immediately
prior to the meeting. The exercise price of the options granted pursuant to
the 1996 Non-Employee Director Plan (the "Options") is the amount equal to the
middle market quotation of the Company's Ordinary Shares on the London Stock
Exchange (in the case of Ordinary Shares) or the amount equal to the average of
the high and low reported sales prices of the Company's American Depositary
Shares on the Nasdaq Stock Market's National Market (in the case of American
Depositary Shares) on the date of the grant.

Under the terms of the 1996 Non-Employee Director Plan, 500,000
Ordinary Shares of the Company have been reserved for issuance to non-employee
Directors upon the exercise of the Options. If any Option expires or
terminates for any reason without having been exercised in full, the
unexercised shares will again be available for grants under the 1996
Non-Employee Director Plan. All shares available under the 1996 Non-Employee
Director Plan are subject to adjustments for changes in the number of
outstanding shares of the Company.

Under the 1996 Non-Employee Director Plan, only members of the Board
of Directors who are not employees of the Company and who have not been an
employee of the Company or its subsidiaries for a period of one year are
eligible to receive Options. The 1996 Non-Employee Director Plan will be
administered by the Company's Board of Directors and no Options may be granted
after July 19, 2006.

Each Option becomes exercisable three years from the date the Option
is granted and must be exercised during the seven (7) year period from the
third anniversary of the date of the grant of the Option, except that in the
case of residents of the United Kingdom for tax purposes the Option must be
exercised during the four (4) year period following the third anniversary of the
date of the grant of the Option. In the event of a change in control of the
Company, the Options may be exercised immediately or rolled-over. Options will
not be transferrable except by will or the laws of descent and distribution.
Options will generally terminate within 30 days following cessation of being a
Non-Employee Director except that in the case of death, cessation of employment
through ill-health, injury, disability, retirement, or sale of the Company, the
Options will terminate within one year thereafter.

-10-
<PAGE> 17

Subject to certain amendments which are governed as to frequency by
the Internal Revenue Code the Board of Directors may amend or terminate the
1996 Non-Employee Director Plan in any manner and at any time, except that no
such amendment or termination may adversely affect the rights of the holders
of outstanding Options, without the holders' consent, nor may any amendment be
made to the advantage of holders without the prior approval by ordinary
resolution of the shareholders of the Company in a general meeting (except for
minor alterations to benefit administration or to obtain or maintain favorable
tax, exchange control or regulatory treatment of holders or any shareholder).

For purposes of U.S. proxy requirements, the following description of
the Federal (U.S.) income tax consequences of the issuance and exercise of such
Options to U.S. Non-Employee Director recipients and the Company under the 1996
Non-Employee Director Plan is being provided in this Proxy Statement. All
Options granted under the Non-Employee Director Plan will be "Non-Qualifying"
stock options since they do not qualify as "incentive stock options" within the
meaning of Section 422, or any successor section, of the U.S. Internal Revenue
Code of 1986, as amended. A U.S. Non-Employee Director who is granted a
Non-Qualifying stock option under the Plan will generally not realize any
taxable income at the time of the grant of the Options, and the Company will
not be entitled to any deduction. Upon exercise of the Option, the amount by
which the fair market value (at the time of exercise) of the shares issued
upon exercise of the Option (the "Option Shares") exceeds the exercise price
paid (the "Gain") must be treated as taxable income received by the U.S.
Non-Employee Director in the year of exercise, and will be subject to federal
income tax deduction in the amount of the Gain in the year of exercise.
If the U.S. Non-Employee Director thereafter sells some or all of the Option
Shares, the difference between any amount realized on the sale and the fair
market value of the shares at the time the Options were exercised will be taxed
as capital gain or loss. The Federal income tax consequences of option grants
and exercises are complex and the above description does not purport to be
complete. The above description is intended to be general in nature and is
subject to changes in the Federal income tax laws.

To accomplish the foregoing, the Board of Directors proposes adoption
of the following resolution:

(i) THAT The Danka 1996 Non-Employee Directors Share Option Plan
materially in such form as described in and attached to the Company
Proxy Statement for the Annual General Meeting as Appendix 2, and in
such final form as provided to the meeting by the Chairman, be and is
hereby approved and the Directors be and are hereby authorized to do
all such acts and things as may be necessary to carry the same into
effect.

The Board of Directors has unanimously approved proposed Resolution 11
and recommends that you vote "FOR" its adoption. An affirmative vote of a
majority of the votes cast at the Meeting will be required for adoption of the
proposed resolution.

-11-
<PAGE> 18

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding the
Directors and executive officers of the Company and two of its primary
operating subsidiaries, Danka Holding Company and Danka Europe Ltd. ("Danka
Europe"). The executive officers serve at the pleasure of the respective
Boards of Directors.

<TABLE>
<CAPTION>
NAME AGE POSITION(S) DIRECTOR'S TERM EXPIRES
---- --- ----------- -----------------------
<S> <C> <C> <C>
Mark A. Vaughan-Lee 50 Chairman (1) 1998

Daniel M. Doyle 55 Chief Executive and Director (2) 1996

David C. Snell 48 Finance Director and Chief Financial Officer (2) 1998

David S. Hooker 53 Director (3)(4) 1996

David W. Kendall 61 Director (3)(4) 1997

James F. White, Jr. 56 Director (4) 1997

Pierson M. Grieve 68 Director (3)(4) 1996

Paul G. Dumond 41 Secretary --

Paul M. Natale 48 President, North American Retail Operations(6) --

Martin St. Quinton 38 Chief Executive, Danka Europe (5) --

Michel Amblard 49 Chief Financial Officer, Danka Europe (5) --

William T. Freeman 35 Treasurer and Director (6) --

Debra A. Taylor 37 Secretary/Controller and Director (6) --
- ---------------------
</TABLE>

(1) Member of the Board of Directors of both the Company and Danka Europe.
(2) Member of the Board of Directors of the Company, Danka Holding
Company, and Danka Europe.
(3) Member of the Remuneration Committee of the Company.
(4) Member of the Audit Committee of the Company.
(5) The indicated positions are with Danka Europe.
(6) The indicated positions are with Danka Holding Company.

MARK A. VAUGHAN-LEE. Mr. Vaughan-Lee has served the Company as
Chairman since July 1986. In addition to his duties as Chairman, he is
involved in the Company's acquisition, finance, retail, wholesale and European
activities. Mr. Vaughan-Lee was previously a director of Samuel Montagu & Co.,
Ltd., an investment banking firm, and is the chairman of Mark A. Vaughan-Lee
Ltd., a consulting company.

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<PAGE> 19

DANIEL M. DOYLE. Mr. Doyle is a co-founder of Danka Industries, Inc.,
now known as Danka Holding Company, and is its President and Chief Executive
Officer. He has served the Company as Chief Executive and as a Director since
Danka Holding Company was acquired by the Company in December 1986. Prior to
founding Danka Industries, Mr. Doyle was employed by Litton Industries, Inc.'s
Royal Business Machines division in various capacities, including vice
president and national sales manager. Since June 1994, Mr. Doyle has served as
a director of Tech Data Corporation, a publicly owned Florida based company
engaged in the distribution of personal computer products.

DAVID C. SNELL. Mr. Snell has served as Chief Financial Officer and
Finance Director for the Company since 1988. Mr. Snell became a certified
public accountant in 1969 and has primarily served Danka Holding Company as
Chief Financial Officer and Vice President-Finance from August 1978. Prior to
joining the Company, Mr. Snell was with Peat Marwick.

DAVID S. HOOKER. Mr. Hooker has served the Company as a Director
since November 1985. Mr. Hooker is a non- executive director of Oceaneering
International, Inc., a publicly owned U.S. company which provides offshore
services to oil and gas businesses, and chairman of Gammell Kershaw and Company
Limited, managers of an insurance syndicate at Lloyds of London. Mr. Hooker
was managing director of Aberdeen Petroleum PLC, formerly a publicly owned U.K.
petroleum company, from January 1987 until June 1993, and chairman of Bakyrchik
Gold PLC, a publicly owned U.K. mining company until December 1995.

DAVID W. KENDALL. Mr. Kendall has served the Company as a Director
since July 1993. He is chairman of Whitecroft PLC, a conglomerate, Ruberoid
PLC, a manufacturer and supplier of building products, Celtic Energy Ltd., a
Welsh coal mining company, and Blagden Industries PLC, a packaging company, and
a non-executive director of Gowrings PLC, a motor distributor, all of which are
publicly owned U.K. companies. Previously, Mr. Kendall has served as executive
deputy chairman of British Coal, a coal mining company, chairman of Bunzl PLC,
a U.K. conglomerate, and chief executive of BP Oil Ltd., an oil refining and
marketing company.

JAMES F. WHITE, JR. Mr. White has served the Company as a Director
since July 1993. Since January 1996, he has served as counsel for the law firm
of Shumaker, Loop & Kendrick, Toledo, Ohio. Mr. White served as an executive
officer and director of Checkers Drive-In Restaurants, Inc. from January 1993
through December 1995, most recently as vice-chairman of the board. For more
than 20 years prior to January 1993, Mr. White was a partner in the law firm of
Shumaker, Loop & Kendrick. Mr. White is a director of Arbor Health Care
Company, a publicly owned Ohio based company which specializes in providing
subacute health care services.

PIERSON M. GRIEVE. Mr. Grieve was appointed as a Director in March
1996 and is a candidate for election to the Board of Directors for the first
time. From January 1983 through December 1995, Mr. Grieve served as chairman
and chief executive officer of Ecolab, Inc. Ecolab, Inc. is the leading
worldwide developer and marketer of premium cleaning and sanitizing products,
systems and services, for the hospitality, foodservice, healthcare, dairy and
food and beverage processing markets. Mr. Grieve is also a director of the
following publicly held companies: Norwest Corporation, a Minnesota financial
services company; U S WEST, Inc., a telecommunications and information
services company based in Colorado; St. Paul Companies, Inc., a Minnesota based
insurance company; and Meredith Corporation, a publishing company and owner of
seven radio stations based in Iowa. Mr. Grieve is also a director of Waldorf
Corporation, a privately-held corporation.

PAUL G. DUMOND. Mr. Dumond, who is a Chartered Accountant, has been
the Secretary of the Company since March 1986. Mr. Dumond is also the owner
and director of Nautilus Management Limited, a management services company, and
a non-executive director of Horace Small Apparel PLC, a publicly owned U.K.
company which manufactures and distributes uniforms. He was previously with
Thompson McLintock, Chartered Accountants, now part of KPMG, following which he
held the positions of finance manager and later finance director in the oil and
gas industry.

-13-
<PAGE> 20

PAUL M. NATALE. Mr. Natale joined the Company in 1986 and presently
serves as President of Danka Holding Company's North American Retail
Operations. Mr. Natale was previously president of Automated Office Systems, a
computer typewriter and word processor dealership. Mr. Natale has also held
various management positions with RCA Corporation, Burroughs Corporation,
Honeywell Information Systems and the Olivetti Corporation of America.

MARTIN ST. QUINTON. Mr. St. Quinton joined the Company in June 1993
upon the acquisition of Saint Group plc, the Company's first acquisition in
Europe. Mr. St. Quinton, as Chief Executive of Danka Europe, has supervised
the acquisition and development of the Company's European network, and manages
its expanding operations. Mr. St. Quinton was chief executive of Saint Group
plc prior to its acquisition.

MICHEL AMBLARD. Mr. Amblard joined the Company in November 1995 upon
the acquisition of Infotec Europe B.V. ("Infotec"). Mr. Amblard is
supervising the integration of Infotec into the Company and manages the finance
organization supporting the Company's expanding European operations. Mr.
Amblard currently serves as Chief Financial Officer of Danka Europe. Prior to
its acquisition, Mr. Amblard served as the chief financial officer of Infotec
from 1991. Prior to joining Infotec, Mr. Amblard served as International
Controller for Nashua Corporation and held various finance positions for the
International Paper Company in Europe, the United States and Canada. He had
previously been associated with Arthur Andersen & Co. in Paris, France.

WILLIAM T. FREEMAN. Mr. Freeman joined the Company in March 1988, and
has served as a Director of Danka Holding Company since April 1990 and the
Treasurer of Danka Holding Company since October 1989. Prior to becoming its
Treasurer, Mr. Freeman was involved in the Company's acquisition activities.
Prior to joining the Company, Mr. Freeman worked for Arthur Andersen & Co.

DEBRA A. TAYLOR. Ms. Taylor joined the Company in September 1987, and
has served as a Director of Danka Holding Company since April 1990 and as its
Secretary/Controller since October 1989. Before joining the Company, Ms.
Taylor was a business manager with Storer Communications, Inc.

The Articles of Association of the Company set the size of the Board
of Directors at not less than two persons. The Board of Directors currently
consists of seven members who serve pursuant to the Company's Articles of
Association. A minimum of one third (1/3) of the Directors is to be re-elected
at each Annual General Meeting. In addition, Directors may be appointed by the
Board of Directors, but Directors so appointed hold office only until the next
Annual General Meeting of the Company, when they are eligible for election.
Other than the employment agreements that the Company has entered into with
Daniel M. Doyle and David C. Snell, and a consulting agreement between the
Company and Mark A. Vaughan-Lee Ltd., as described in the "Named Executive
Officer Employment and Consulting Arrangements" section of this Proxy
Statement, there is no understanding regarding any executive officer or
Director and the Company or any other person pursuant to which any executive
officer or Director was, or is, to be elected or appointed to such position.
No executive officer or Director is related to any other executive officer or
Director. The Board of Directors held six meetings during fiscal 1996.

The Company does not have a nominations committee. The functions that
typically are performed by such a committee are performed by the Company's
Board of Directors.

The Company has an audit committee (the "Audit Committee") which is
composed of Messrs. Hooker, White, Kendall and Grieve. The functions of the
Audit Committee are to recommend annually to the Board of Directors the
appointment of the independent public accountants (Chartered Accountants and
Registered Auditors) of the Company, discuss and review the scope and the fees
of the prospective annual audit, review the results thereof with the
independent public accountants, review and approve nonaudit services of the
independent public accountants, review compliance with existing major
accounting and financial policies of the Company, review the adequacy of the
financial organization of the Company, review management's procedures and
policies relative to the adequacy of the Company's internal accounting control,
monitor compliance with relevant laws relating to accounting practices and
review and approve transactions, if any, with affiliated parties. The Audit
Committee met four times in fiscal 1996.

-14-
<PAGE> 21

The function of the Remuneration Committee, which is composed of
Messrs. Grieve, Hooker and Kendall, independent outside Directors, is to review
and approve annual salaries, bonuses and stock options for executive Directors
and officers and to review, approve and/or generally recommend to the Board of
Directors the terms and conditions of employee benefit plans or changes
thereto. The Remuneration Committee met four times in fiscal 1996.

In fiscal 1996, each incumbent Director attended in excess of
seventy-five percent (75%), collectively, of the meetings of the Board of
Directors and of each committee of which he was a member.

-15-
<PAGE> 22

SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS

The following table sets forth, as of March 31, 1996, information as
to the beneficial ownership of the Company's Ordinary Shares (whether held in
Ordinary Shares or ADSs), by (i) each person known to the Company as having
beneficial ownership of more than five percent (5%) of the Company's equity
securities, (ii) each Director, (iii) each "named executive officer" (as
defined in Item 402(a) (3) of Regulation S-K under the Securities Exchange Act
of 1934 (the "1934 Act") ("Named Executive Officer")), and (iv) all Directors
and executive officers of the Company as a group.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
NAME OF BENEFICIAL OWNER (1) AS OF MARCH 31, 1996 (2)
-------------------------------------------- ------------------------------------------
NUMBER OF ADS
ORDINARY SHARES EQUIVALENT PERCENT
--------------- ---------- -------
<S> <C> <C> <C>
HOLDINGS OF GREATER THAN 5 PERCENT
--------------------------------------------
Putnam Investment Management, Inc. (3) 16,312,024 4,078,006 7.4%
Provident Investment Counsel, Inc. (4) 15,135,340 3,783,835 6.9%
HOLDINGS BY DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------------------
Daniel M. Doyle (5) 7,588,110 1,897,028 3.5%
Mark A. Vaughan-Lee (6) 1,112,000 278,000 *
David C. Snell 1,040,666 260,000 *
David S. Hooker (7) 80,000 20,000 *
David W. Kendall 10,000 2,500 *
James F. White, Jr. 0 0 *
Pierson M. Grieve 0 0 *
Paul M. Natale (8) 202,864 50,716 *
Martin St. Quinton 2,500,000 625,000 1.1%
All Directors and executive officers 13,209,938 3,302,485 6.0%
as a group (23 Persons)

</TABLE>

- ------------------
(*) Represents less than one percent (1%) of the share capital.
(1) Except for Messrs. Natale and St. Quinton, all of the listed
individuals are currently Directors of the Company. Messrs. Doyle,
Vaughan-Lee and Snell are executive officers of the Company. Mr. St.
Quinton is an officer of Danka Europe. Mr. Natale is an officer of
Danka Holding Company.
(2) Except as otherwise indicated, all Ordinary Shares are held of record
with sole voting and investment power.
(3) Putnam Investment Management, Inc. ("Putnam Management") is
affiliated with The Putnam Advisory Company ("Putnam Advisory").
Includes 129,162 ADSs (the equivalent of 516,648 Ordinary Shares)
held by Putnam Advisory and 3,948,844 ADSs (the equivalent of
15,795,376 Ordinary Shares) held by Putnam Management. The address of
Putnam Investment Management is 1 Post Office Square, Boston,
Massachusetts 02109.
(4) Provident Investment Counsel, Inc. is affiliated with United Asset
Management Corporation. The address of Provident Investment Counsel,
Inc. is 300 North Lake Avenue, Pasadena, California 91101.
(5) Includes 229,850 Ordinary Shares (the equivalent of approximately
57,463 ADSs) held of record by Mr. Doyle's wife. Includes options
held by Mr. Doyle to purchase 2,900,000 Ordinary Shares (the
equivalent of 725,000 ADSs), all of which are currently exercisable.
(6) Includes 40,000 Ordinary Shares (equivalent of 10,000 ADSs) held of
record by Mr. Vaughan-Lee's wife. Includes options held by Mr.
Vaughan-Lee to purchase 572,000 Ordinary Shares (equivalent of
143,000 ADSs), all of which are currently exercisable.
(7) Includes options held by Mr. Hooker to purchase 75,000 Ordinary
Shares (equivalent of 18,750 ADSs), all of which are currently
exercisable.
(8) Includes options held by Mr. Natale to purchase 66,400 Ordinary
Shares (equivalent of 16,600 ADSs), all of which are currently
exercisable.

-16-
<PAGE> 23

On March 31, 1996, The Bank of New York, as depositary for the
Company's ADS program, held 169,774,453 Ordinary Shares representing 77.5% of
the issued share capital.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

The following table provides information concerning the annual
compensation and long-term compensation for services rendered in all capacities
to the Company for the last three (3) fiscal years for each of the Named
Executive Officers. The Company did not grant any restricted stock awards or
stock appreciation rights during the last three (3) fiscal years.

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------------------- AWARDS
NAME AND FISCAL OTHER ANNUAL NUMBER OF ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS (2) COMPENSATION
------------------ ---- ------ ----- --------------- ----------- ------------

<S> <C> <C> <C> <C> <C>
Mark A. Vaughan-Lee . 1996 L.170,000(3) L.65,000(3) L. 7,500 48,000
Chairman
1995 L.142,500(3) L.65,000(3) L. 7,500 -- --

1994 L.135,000(3) L.50,000(3) L. 5,625 -- --

Daniel M. Doyle . . . 1996 $ 600,000 $540,000 $ 11,740 124,000 $ 53,817(4)
Chief Executive
1995 $ 500,000 $700,000 $ 11,600 -- $ 46,475(4)

1994 $ 500,000 $930,000 $ 8,500 -- $ 47,179(4)

David C. Snell . . . 1996 $ 420,000 $378,000 $ 11,740 88,000 $ 3,440(5)
Finance Director
1995 $ 350,000 $490,000 $ 11,600 -- --

1994 $ 350,000 $525,000 $ 8,500 -- --

Paul M. Natale . . . 1996 $ 175,000 $100,000 -- 40,000 $ 8,800(7)
President, North
American Retail
Operations(6)

Martin St. Quinton . 1996 L.150,000 L.100,000 -- 66,666 L. 14,480(7)
Chief Executive,
Danka Europe(6)

</TABLE>

- ---------------------

(1) The amounts listed represent sums received as Director fees.
(2) The options granted are for Ordinary Shares and were granted at the
fair market value of the underlying Ordinary Shares on the date of the
grant.
(3) All sums paid were pursuant to a consulting arrangement between the
Company and Mark A. Vaughan-Lee Ltd.
(4) Includes net premiums of $41,855 in each year paid by the Company as
advances under a $3,000,000 split-dollar term life insurance
agreement on behalf of Daniel M. Doyle for the benefit of
beneficiaries designated by Mr. Doyle. The advances are secured by
an interest in the policy which has been assigned to the Company and
are repayable upon (i) the death of Mr. Doyle, (ii) the surrender of
the policy, or (iii) termination of the split-dollar life insurance
agreement prior to the death of Mr. Doyle. Also includes Company
matching contribution to 401(k) plan of $5,082, $4,620 and $5,324 in
fiscal 1996, 1995 and 1994, respectively. Fiscal 1996 also includes
$6,880 of interest earned on deferred compensation arrangement.
(5) Represents interest earned on deferred compensation arrangement.
(6) Mr. Natale and Mr. St. Quinton became Named Executive Officers in
fiscal 1996.
(7) Consists of Company matching contribution to 401(k) plan, other
pension contributions, and automobile allowance.

-17-
<PAGE> 24

NAMED EXECUTIVE OFFICER EMPLOYMENT AND CONSULTANT ARRANGEMENTS

After the Remuneration Committee's review and analysis of a report
prepared by Towers Perrin (an independent consultant) on executive
compensation, the Company entered into written employment agreements
(collectively, the "employment agreements") effective April 1, 1994, with
Daniel M. Doyle and David C. Snell with respect to their employment as Chief
Executive and Finance Director, respectively. Additionally, the Company has an
ongoing consulting agreement with Mark A. Vaughan-Lee Ltd., which is solely
owned by the Company's Chairman, with respect to consulting services. The
employment agreements provide for initial three (3) year terms with automatic
renewals for three (3) year periods and a compensation package consisting of a
base annual salary (subject to annual review) as well as other miscellaneous
benefits (including expense reimbursement, health insurance and potential cash
bonuses). The employment agreements may be terminated by either the Company or
the executive upon one (1) year's written notice. The executives may terminate
their employment without one (1) year's notice for "good reason" (as defined in
the employment agreements) which includes reasons such as removal from their
respective positions, the Company's breach of the employment agreement, or a
change in control of the Company. In the event that the Company terminates the
executive's employment or the executive voluntarily terminates his employment
for good reason, the Company will be obligated to continue to pay the executive
all of the compensation provided for in the agreement for a one (1) year
period. The consulting agreement, while contemplating different compensation
levels, provides for similar terms as the employment agreements. For additional
information regarding Messrs. Vaughan-Lee, Doyle and Snell, see "Management."

STOCK OPTION PLANS

The Company has options outstanding under its U.K. Option Scheme and
U.S. Option Plan. Options granted are for the right to acquire Ordinary
Shares. The following table provides information concerning options granted
under the Company's U.K. Option Scheme and U.S. Option Plan to the Named
Executive Officers during fiscal 1996. The Company did not grant any stock
appreciation rights during fiscal 1996.
OPTIONS GRANTED IN FISCAL 1996

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE VALUE
OPTIONS AT ASSUMED ANNUAL RATES
GRANTED TO OF STOCK PRICE APPRECIATION
NUMBER OF EMPLOYEES EXERCISE FOR OPTION TERM (3)
OPTIONS IN PRICE EXPIRATION -------------------
NAME GRANTED(1) FISCAL 1996 ($/SHARE)(2) DATE 5% 10%
---- ---------- ----------- ------------ ---- --- ----
<S> <C> <C> <C> <C> <C> <C>
Mark A. Vaughan-Lee . 48,000 3.2% $5.96 05/24/2005 $179,830 $455,725
Daniel M. Doyle . . . 124,000 8.4% $5.96 05/24/2005 $464,561 $1,177,289
David C. Snell . . . 88,000 5.9% $5.96 05/24/2005 $329,689 $835,496

Paul M. Natale . . . 40,000 2.7% $5.78 06/21/2005 $145,382 $368,426
Martin St. Quinton . 66,666 4.5% $5.78 06/21/2005 $242,301 $614,037

</TABLE>

- ------------

(1) The options granted are for Ordinary Shares.
(2) The exercise price is reflected in U.S. dollars using the Noon Buying
Rate conversion rate of L.1.00=$1.526 on March 31, 1996.
(3) The U.S. dollar amounts under these columns are the result of
calculations at 5% and 10% which reflect rates of potential
appreciation set by the Securities and Exchange Commission and
therefore are not intended to forecast possible future appreciation,
if any, of the Company's Ordinary Share or ADS price. The Company's
stock options are granted with a pence per Ordinary Share exercise
price. The U.S. dollar appreciation is calculated using the March 31,
1996 Noon Buying Rate of L.1.00=$1.526.

-18-
<PAGE> 25

The following table provides detailed information concerning aggregate
stock option exercises in fiscal 1996 and stock option values at the end of
fiscal 1996 for unexercised stock options held by each of the Named Executive
Officers.

AGGREGATED OPTION EXERCISES IN FISCAL 1996
AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END
NAME EXERCISE(1) REALIZED(2) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(3)
------------------ ----------- ----------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Mark A. Vaughan- -- -- 572,000/48,000 $5,751,092/$215,840
Lee . . . . . . .

Daniel M. Doyle . 500,000 $2,783,209 2,900,000/124,000 $27,122,361/$557,586

David C. Snell . 266,668 $1,993,254 --/88,000 --/$395,706
Paul M. Natale . 33,600 $265,983 66,400/52,000 $649,807/$256,203

Martin St. Quinton
-- -- --/420,666 --/$2,520,076
- ------------
</TABLE>

(1) The options granted are for Ordinary Shares and were granted at the
fair market value underlying the Ordinary Shares on the date of the
grant.
(2) Fair market value of the Company's Ordinary Shares on the date of
exercise, minus the exercise price, multiplied by the Noon Buying Rate
on the date of exercise.
(3) Based upon the March 31, 1996 closing price of 685 pence per Ordinary
Share on the London Stock Exchange, multiplied by the Noon Buying Rate
on that date of L.1.00=$1.526.

COMPENSATION OF DIRECTORS

Each non-employee Director of the Company was paid the equivalent of
an annual sum of L.17,500 for fiscal 1996. Each non-employee Director of the
Company will be paid the equivalent of an annual sum of L.17,500 for fiscal
1997. Each Director also serving as an executive officer received the
equivalent of L.7,500 in Director's fees for fiscal 1996 and will receive the
equivalent of L.7,500 for fiscal 1997. Additionally, each non-employee
Director receives the equivalent of L.750 for each day in which a Board of
Directors or committee meeting is attended and is reimbursed for expenses in
connection with such attendance. Beginning in fiscal 1997, each Chairman of a
Committee shall receive L.1,000 for each day in which a committee meeting is
held instead of L.750 as a result of additional responsibilities related
thereto. Executive Directors will be eligible for share options under the 1996
Plan upon adoption by Shareholders. Additionally, non-employee Directors will
be eligible for share options under the 1996 Non-Employee Director Plan upon
adoption by Shareholders.

REMUNERATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Company's Remuneration Committee are Messrs.
Grieve, Hooker and Kendall. Neither Mr. Grieve, Mr. Hooker nor Mr. Kendall
has at any time been an executive officer of the Company. Director James F.
White, Jr., who stepped down from the Remuneration Committee on December 31,
1995, became counsel to Shumaker, Loop & Kendrick in January 1996. Shumaker,
Loop & Kendrick serves as General Counsel to the Company and is paid fees in
connection with legal services

-19-
<PAGE> 26

provided to the Company. See "Management" and "Certain Relationships and
Related Transactions". There exists no other or current Remuneration Committee
interlocks or insider participation by members of the Committee.

The information contained in the following sections "Report of the
Remuneration Committee" and "Performance Graph" is not deemed to be "Soliciting
Material" or to be "Filed" with the SEC or subject to Regulation "A" under the
1934 Act, or to the liabilities of Section 18 of the 1934 Act.

REPORT OF THE REMUNERATION COMMITTEE

The fiscal 1996 annual compensation for the Named Executive Officers,
including the Chief Executive, was determined by the Remuneration Committee of
the Company and consisted of a base salary; certain perquisites; and a bonus.
The objective of the Company's executive compensation program was to enhance
Shareholder value by attracting and retaining the talent needed to achieve the
Company's objectives and goals in a rapidly changing and technology based
industry.

The base salaries of the Chief Executive and the Named Executive
Officers, and the bonuses of certain Named Executive Officers were determined
by the Remuneration Committee based on a subjective evaluation of several
factors, specifically the executive's assigned responsibilities, individual
performance, growth and financial performance of the Company, years of service,
and increases in the cost of living. To assist in this evaluation, the
Remuneration Committee reviewed data regarding compensation for officers of
companies deemed to be similar to the Company, particularly in terms of growth
and size. The Committee did not give any particular weight to any specific
factor or use any formula in determining base salary to the individuals.

The Remuneration Committee awarded the Chief Executive and the Finance
Director bonuses equal to the sums they would have otherwise received
under the Company's ongoing 1994 Executive Performance Plan's (the
"Performance Plan") objective quantitative performance formula established by
the Remuneration Committee prior to the beginning of fiscal 1996 by excluding
certain nonrecurring restructuring and extraordinary charges subsequently
incurred by the Company. The Remuneration Committee felt these charges
obscured the Company's underlying growth and performance and unfairly penalized
the Chief Executive and the Finance Director. The Performance Plan will
continue in fiscal 1997, however, the Remuneration Committee will disregard
such charges in the fiscal 1997 performance bonus formula calculations so that
the Chief Executive and the Finance Director will not unfairly benefit in
fiscal 1997 as a result of the fiscal 1996 charges.

The Chief Executive and the Named Executive Officers were granted
stock options for Ordinary Shares in amounts and upon such terms determined by
the Remuneration Committee administering the Company's option plans as part of
their compensation in fiscal 1996. In granting such stock options, the
Committee considered the amount and terms of the stock options already held by
the Chief Executive and the Named Executive Officers. As employees of the
Company, they continue to be eligible to receive option grants in the future.

Certain of the Named Executive Officers receive automobile allowances
reflective of the position and responsibility of the individual. The Chief
Executive participates in the Company's general health insurance and 401(k)
plans. Additionally, the Company has advanced premiums (which may ultimately
be repaid to the Company) for a split-dollar $3,000,000 term life insurance
policy in respect of the Chief Executive which provides for benefits to be paid
primarily to the Chief Executive's beneficiaries upon his death. Certain of
the Named Executive Officers, including the Chief Executive, also receive
Director's fees.

-20-
<PAGE> 27

The Remuneration Committee believes that Named Executive Officer
compensation including that of the Chief Executive is appropriately structured
and administered so that a substantial part of total compensation is dependent
upon the financial performance of the Company. The Remuneration Committee's
policy is to arrange for executive compensation which is principally deductible
under Section 162(m) of the Internal Revenue Code.

The primary use of base salary, bonuses and stock option grants in
accordance with the above described policies has resulted in a compensation
program which the Remuneration Committee believes is fair, competitive and in
the best interests of Shareholders.

By the Remuneration Committee,

Pierson M. Grieve
David S. Hooker
David W. Kendall

-21-
<PAGE> 28

PERFORMANCE GRAPH

COMPARISON OF THREE (3) YEAR CUMULATIVE TOTAL RETURN* AMONG DANKA
BUSINESS SYSTEMS PLC,** S&P 500 INDEX AND S&P OFFICE EQUIPMENT AND SUPPLIES
INDEX

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
1993 1994 1995 1996
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DANKA BUSINESS SYSTEMS PLC $100 $196 $261 $430
- -------------------------------------------------------------------------------------
S&P 500 $100 $101 $110 $155
- -------------------------------------------------------------------------------------
S&P OFFICE EQUIPMENT & SUPPLIES $100 $106 $114 $157
- -------------------------------------------------------------------------------------
</TABLE>

- ---------------------

Assumes $100 invested on April 1, 1993 in Danka Business Systems PLC,
S&P 500 Index and S&P Office Equipment and Supplies Index. Comparison
is made for the three (3) year period from March 31, 1993 to March 31,
1996, with the base measurement point fixed at the close of trading on
March 31, 1993, since the Company's stock has only been registered
under the 1934 Act and trading reported by the Nasdaq Stock Market's
National Market since December 17, 1992. The Company's fiscal year
ends March 31.

* Total return assumes reinvestment of any dividends for all companies
considered within the comparison and is based on the current
four-to-one ratio of Ordinary Shares to each ADS.

** Assumes investment in the Company's ADSs traded on the Nasdaq Stock
Market's National Market.

Note: The performance shown on the graph above is not necessarily indicative
of future Ordinary Share or ADS price performance.

-22-
<PAGE> 29

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information set forth herein briefly describes certain
relationships and transactions between the Company and affiliated parties.
Management of the Company believes that such relationships and transactions
have been established on terms no less favorable to the Company than those that
could have been obtained from unaffiliated parties. These relationships and
transactions have been approved by a majority of the Company's independent
outside Directors (and the Audit Committee since its creation). Future
relationships and transactions, if any, with affiliated parties will be
approved by a majority of the Company's independent outside Directors and the
Audit Committee and will be on terms no less favorable to the Company than
those that could be obtained from unaffiliated parties.

The Company occupies its principal business headquarters in St.
Petersburg, Florida under a lease dated December 22, 1986 between Danka
Industries, Inc., now known as Danka Holding Company, and Daniel M. Doyle, a
Director and Chief Executive of the Company, and Frances J. McPeak, Jr., a
previous shareholder of Danka Holding Company. The lease was assigned from the
individuals on March 1, 1987, to Mid-County Investments, Inc., a Florida
corporation of which Mr. Doyle is a fifty percent (50%) shareholder. An
Addendum to the Lease Agreement was entered into on September 1, 1992,
extending the lease term until December 31, 2003, and providing for a rental of
$580,000 per annum. Danka Holding Company's payments made under the lease for
fiscal 1996 amounted to $580,000. The aggregate sum owed for the remainder of
the lease was approximately $4,490,000 as of March 31, 1996. An amount of
$36,000 has been deposited with the landlord as security for the performance by
Danka Holding Company of its obligations under the lease. Additionally, since
1987, the Company has had contingent liability for a guarantee by Danka Holding
Company for the financing of the building by Mr. Doyle and Mr. McPeak. Danka
Holding Company's contingent liability for repayment in the event of a default
of the obligation totalled $1,125,000 as of March 31, 1996. Further, Danka
Holding Company leases three other offices from Mr. Doyle and Mr. McPeak. The
aggregate rent (including tax) paid by Danka Holding Company on all three
leases during fiscal 1996 was $110,000.

On November 12, 1992, Danka Holding Company leased two office
buildings in St. Petersburg, Florida from PARD, Inc. ("PARD"), a Florida
corporation. One of the shareholders of PARD is Daniel M. Doyle, Jr., the son
of the Chief Executive of the Company, who owns one third (1/3) of the issued
and outstanding stock of PARD. The term of the lease is ten (10) years
commencing April 1, 1993. The net rent paid by Danka Holding Company during
fiscal 1996 on the lease was $167,400.

On January 1, 1996, Director James F. White, Jr. became counsel to the
law firm of Shumaker, Loop & Kendrick. Shumaker, Loop & Kendrick has served as
General Counsel to the Company since 1993. For fiscal 1996, fees paid to the
firm amounted to $1,794,245.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the 1934 Act requires the Company's Directors,
officers and holders of more than ten percent (10%) of the Company's Ordinary
Shares to file with the SEC initial reports of ownership and reports of changes
in ownership of Ordinary Shares and any other equity securities of the Company.
To the Company's knowledge, based solely upon a review of the forms, reports
and certificates filed with the Company by such persons, all such Section 16(a)
filing requirements were complied with by such persons in fiscal 1996.

-23-
<PAGE> 30

HOLDER OF ORDINARY SHARES PROPOSALS FOR
PRESENTATION AT THE 1997 ANNUAL GENERAL MEETING

If a holder of Ordinary Shares desires to present a proposal for
action at the Annual General Meeting to be held in 1997, and such proposal
conforms to the rules and regulations of the SEC and is in accordance with
other U.S. federal laws as well as the laws of the United Kingdom, such
proposal must be received by the Company by February 19, 1997 to be included in
the Company's Proxy Statement and proxy for such 1997 meeting.

By Order of the Board of Directors
Paul G. Dumond, Secretary

Dated: June 19, 1996

-24-
<PAGE> 31
APPENDIX 1

THE DANKA 1996 SHARE OPTION PLAN

<PAGE> 32

CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
1. CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

3. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

4. ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

5. GRANT OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

6. LIMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

7. TERMS OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

8. CASH EQUIVALENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

9. CHANGE IN CONTROL OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

10. ADMINISTRATION AND AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

11. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

12. REQUIREMENTS FOR UNITED STATES OF AMERICA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

13. JURISDICTIONS OTHER THAN THE UNITED STATES OF AMERICA . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>

<PAGE> 33

DANKA BUSINESS SYSTEMS PUBLIC LIMITED COMPANY

RULES OF THE 1996 SHARE OPTION PLAN

1. CONSTRUCTION

1.1 These Rules shall be construed and take effect in accordance with the
law of England and Wales and the courts of England and Wales shall be
the exclusive forum for the administration hereof.

1.2 Reference to any Act of the United Kingdom shall include any
statutory modification amendment or re-enactment thereof from
time to time in force unless the contrary is expressly stated.

1.3 References to the exercise of an option shall where the context allows
include the partial exercise of the option.

1.4 Where the context so admits the singular shall include the plural and
vice versa and the masculine gender shall include the feminine.

1.5 In these Rules a word or words beginning with capital letters
indicates a term which has been defined in Rule 2.

2. DEFINITIONS

In these Rules the following words and expressions have the following meanings:-

2.1 "ACQUIRING PERSON" Any person who:-

(a) either alone or together with
any person acting in concert
with him has obtained Control of
the Company either:-

(i) as a result of making a
Takeover Offer; or

(ii) in pursuance of a
Compromise; or

(b) having such Control makes a
general offer to acquire the
whole of the issued share
capital of the Company (other
than that which is already owned
by him and/or any person acting
in

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<PAGE> 34

concert with him); or

2.2 "APPROPRIATE PERIOD" In relation to:-

(a) a Takeover Offer means the period
beginning with the date on which
the person making the Takeover
Offer has obtained Control of
the Company and ending on the
expiry of a period of six months
or when any condition subject to
which the Takeover Offer is made
is satisfied (whichever is the
later);

(b) an Acquiring Person who obtains
Control or who having Control
of the Company makes a general
offer for the whole of the issued
share capital means the period of
six months beginning with the
date on which the Acquiring
Person obtains Control or makes
the offer as the case may be;

(d) a Section 429 Notice means the
period during which the Acquiring
Person is entitled and bound to
acquire shares on the terms of
the offer contained in such
Section 429 Notice.

2.3 "AMERICAN DEPOSITARY SHARE" means an authorized depositary security
representing for the time being four
Ordinary Shares and for the time being
evidenced by an authorized depositary
receipt issued by the Bank and quoted on
the Nasdaq Stock Market's National Market.

2.4 "THE BANK" the Bank of New York or such other bank as
the Company may from time to time appoint
for the purposes of serving as depositary
for its American Depositary Shares.

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<PAGE> 35

2.5 "THE COMMITTEE" A duly authorized committee of the Board
of Directors of the Company consisting
wholly of directors of the Company who are
outside directors within the meaning of
Internal Revenue Service Regulations
1.162-27(e)(3) and "disinterested persons"
within the meaning of US Securities and
Exchange Commission Rule 16b-3(c)(i).

2.6 "THE COMPANY" means Danka Business Systems Public
Limited Company.

2.7 "COMPROMISE" In relation to the Company means a
compromise or arrangement sanctioned by
the Court under section 425 of the
Companies Act 1985.

2.8 "CONTROL" a person is deemed to obtain control of
the Company when (i) he acquires
pursuant to a tender offer or exchange
offer securities of the Company
representing 30% or more of the combined
voting power of the then outstanding
voting securities of the Company or (ii)
he secures by means of the holding of
shares or the possession of voting power
in or in relation to the Company or any
other body corporate that the affairs of
the Company are conducted in accordance
with his wishes.

2.9 "DATE OF GRANT" means the date on which an option is
granted under the Plan in accordance with
the provisions of Rule 5.

2.10 "EXERCISE PERIOD" in relation to an option means the period
of seven years from the third
anniversary of the Date of Grant of the
option (or such other shorter period as
the Committee may have determined before
the grant thereof).

2.11 "EXERCISE PRICE" on exercise of an option means the Option
Price multiplied by the number of shares
in respect of which such option is
exercised.

2.12 "THE GROUP" means the Company and the Subsidiaries and
"member of the Group" shall be construed
accordingly.

2.13 "MARKET VALUE" means, with respect to American Depositary
Shares, an amount equal to the average of
the high and low

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<PAGE> 36

reported sales prices of an American
Depositary Share on the Nasdaq Stock
Market's National Market on the date for
which market value is being determined
and, with respect to Ordinary Shares,
means the middle market quotation on the
London Stock Exchange Limited Daily
Official List on the date for which market
value is being determined.

2.14 "NON-QUALIFYING OPTION" means an option which is not a Qualifying
Option.

2.15 "OPTION-HOLDER" Any person who holds an option granted
under the Plan or (where the context
admits) his personal representatives.

2.16 "OPTION PRICE" means (save as provided in Rule 13) the
Market Value of an American Depositary
Share or an Ordinary Share, as applicable,
on the Date of Grant of the option.

2.17 "OPTION ROLL-OVER" In relation to an option means a release
by the Option-holder with the consent
of an Acquiring Person of his rights ("old
rights") under the Plan in consideration
of the grant to him of rights ("new
rights") which are equivalent to the old
rights but which relate to shares in:-

(a) the Acquiring Person; or

(b) a company which has Control of the
Acquiring Person; or

(i) is a member of a consortium owning
either the Acquiring Person or a
company having Control of the
Acquiring Person; and

(ii) beneficially owns not less than
three twentieths of the ordinary
share capital of the Acquiring
Person or a company having control
of the company.

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<PAGE> 37

2.18 "ORDINARY SHARE" means a fully paid ordinary share of
1.25p each in the capital of the Company.

2.19 "PARTICIPATING EMPLOYEE" means any employee, officer or executive
director for the time being holding
employment in or with any member of the
Group and who is nominated to participate
in the Plan by the Committee.

2.20 "THE PLAN" means the 1996 Share Option Plan of the
Company set out herein, as amended from
time to time.

2.21 "QUALIFYING OPTION" means an option which qualifies as an
incentive stock option within the meaning
of section 422 of the Internal Revenue
Code of the United States.

2.22 "ROLLED OVER" means the action of effecting an Option
Roll-over or its completion.

2.23 "SECTION 429 NOTICE" means in relation to the Company a
notice served by a person who has become
entitled to serve such a notice on the
shareholders of the Company under section
429 of the Companies Act 1985 (rights of
90% shareholders to buy out minority
shareholders).

2.24 "THE SUBSIDIARIES" means subsidiaries as defined by section
736 of the Companies Act 1985 of the
Company.

2.25 "TAKEOVER OFFER" In relation to the Company means either:-

(a) general offer to acquire the
whole or part of the issued share
capital of the Company which is
either made on a condition such
that if it is satisfied the
person making the offer will have
Control of the Company or which
results in the person making the
offer having control of the
Company; or

(b) a general offer to acquire all
the shares in the Company of the
same class as the Ordinary
Shares.

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<PAGE> 38

2.26 "THE TRUSTEES" means the trustee or trustees for the
time being of the Danka Employees' Share
Trust.

3. PURPOSE

The Danka 1996 Share Option Plan is intended to provide an
opportunity to officers, executive directors and certain key employees
of the Company to acquire a proprietary interest in the Company. Such
opportunity should provide an increased incentive for these
individuals to contribute to the future success and prosperity of the
Company, thus enhancing the value of the stock for the benefit of the
shareholders and increasing the ability of the Company to attract and
retain individuals of exceptional skill.

4. ELIGIBILITY

No Participating Employee shall be granted an option under the
Plan unless at the time of the grant he is an employee, officer, or
executive director of the Company or a Subsidiary.

5. GRANT OF OPTIONS

5.1 Subject to statutory restrictions and to the Rules of this
Plan, the Committee may grant options to acquire Ordinary Shares in
the Company (or the American Depositary Share equivalent), and for
this purpose an option to acquire includes an option to purchase and
an option to subscribe.

5.2 No option shall be granted over shares the Market Value of
which would be determined by reference to a dealing day or days within
a period prescribed by the Company's code on insider dealing, nor may
options be granted within such period, but they may be granted at any
other time.

5.3 All options shall be granted by a certificate under seal
specifying the Date of Grant, the number of shares which are the
subject of the option, whether the option is over American Depositary
Shares or Ordinary Shares, the Option Price and the Exercise Period.

5.4 These Rules apply to all grants of options made under the
Plan and no options shall be granted under the Plan more than ten
years after the Plan is adopted and approved by the shareholders of
the Company in general meeting.

5.5 In granting any option the Committee may in its discretion
impose any objective conditions and limitations (additional to any
conditions and limitations contained in any other of these Rules) upon
the exercise of such option, provided that such additional objective
conditions and limitations shall

(i) be set out in full in, or details
thereof be given with, the certificate
under seal granting the option;

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<PAGE> 39

(ii) be such that rights to exercise such
option after the fulfilment or attainment
of any conditions and/or limitations so
specified shall not be dependent upon the
further discretion of the Committee or any
person; and

(iii) not be capable of amendment or waiver
unless events occur which, in the opinion
of the Committee, cause those conditions
and/or limitations to have ceased to be
appropriate. Any amendment to the terms
of an option pursuant to this Rule 5.5
shall be reasonably made by the Committee
imposing such conditions or limitations
which in its opinion are more appropriate
and, so far as is reasonably practicable,
are equivalent to those conditions and/or
limitations originally imposed.

6. LIMITS

6.1 The total number of shares in the Company which may be issued
under the Plan whether in the form of American Depositary Shares or
Ordinary Shares shall not exceed the equivalent of 22,000,000 Ordinary
Shares and the total number of American Depositary Shares or Ordinary
Shares over which options may be granted under the Plan during any one
financial year of the Company to any person shall not exceed the
equivalent of 600,000 Ordinary Shares and no person may be issued more
than a total of 5,000,000 Ordinary Shares under the Plan.

7. TERMS OF OPTIONS

7.1 EXERCISE OF OPTIONS

Subject as provided in these Rules 7.1, 7.2 and 7.8, the option
shall be exercisable by an Option-holder in whole or in part at any
time provided always that a partial exercise of an option cannot be
made except in respect of shares which equals or exceeds the lesser of
500 Ordinary Shares, or the American Depositary Share equivalent
thereof, and any exercisable balance of shares remaining the subject of
that option, and provided further that the option shall lapse (and any
notice in purported exercise thereof shall have no effect) on
cessation of the employment of the Option-holder with the Group but so
that:-

(a) an Option-holder ceasing to be employed by the Group by reason
of:

(i) ill-health or injury or disability (evidenced to the
satisfaction of the Committee);

(ii) retirement in accordance with the provisions of any one
of the Group retirement plans relevant to that
Option-holder; or

- 7 -
<PAGE> 40

(iii) the Company by which the Option-holder is employed
leaving the Group or the business or part of a business
for which the Option-holder works being transferred to
a person which is not a member of the Group

shall notwithstanding Rule 7.2(c) be entitled to exercise the
option within the period which shall expire twelve months after
the date of cessation. For the purposes of this Rule 7.1(a)
and (b) only (and for no other purposes), Exercise Period means
the period of one year from the date of cessation of employment
of the Option-holder with the Group.

(b) The personal representative(s) of a deceased Option-holder
or the personal representative of an Option-holder who has
ceased to be an employee of the Group as the result of a
permanent and total disability as defined in Internal Revenue
Code section 22(e) shall, notwithstanding Rule 7.2, be entitled
to exercise the option within twelve months of such
Option-holder's death or the date the Option-holder ceases to
be employed by reason of such disability, provided however,
that no Exercise Period may extend more than 10 years after
the Date of Grant.

(c) For the purposes of Rule 7.1 only (and for no other purpose)
where an Option-holder ceases to be employed by the Group for
any reason not set forth in Rule 7.1(a), 7.1(b) or 7.2(e),
where an Option- holder's employment by virtue of which he is
an Option-holder ceases without notice, the Option-holder's
employment shall be deemed to have ceased on a date thirty (30)
days (or such later date as the Committee in its absolute
discretion may decide, not exceeding one year) from the date on
which the termination takes effect, and where the said
employment is terminated with notice, the Option-holder's
employment shall be deemed to have ceased upon the later of the
date specified in the notice or thirty (30) days (or such later
date as the Committee in its absolute discretion may decide,
not exceeding one year) from the date on which that notice is
given.

7.2 RESTRICTIONS ON EXERCISE OF OPTIONS PURSUANT TO RULE 7.1

Notwithstanding the provisions of Rule 7.1

(a) An option shall only be exercisable during the Exercise Period
(including as defined in Rule 7.1(a) for those purposes,
provided however that no Exercise Period may extend more than
10 years after the Date of Grant) and to the extent not
exercised at the end of the Exercise Period the option shall
terminate.

(b) An option shall, except as specifically provided otherwise
pursuant to Rule 5.5, be fully exercisable during the Exercise
Period.

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<PAGE> 41

(c) An option shall not be exercisable until any additional
conditions and/or limitations imposed on the Option under the
provisions of Rule 5.5 have been fulfilled.

(d) Option-holders may exercise options under this Plan only during
such period as if such option was treated as an Ordinary Share
in the Company they would be permitted to deal under the
internal codes relating to securities transactions by directors
and employees of the Company from time to time in force unless
the Committee acting fairly and reasonably determines
otherwise.

(e) If an Option-holder at any time ceases to be an executive
director or officer or employee of the Group for reasons of
dishonesty or fraud, his options will lapse on the date of
termination of his employment.

(f) In the event that the exercise of a Qualifying Option occurs
for any reason except as specified in Rule 7.1(b) outside the 3
months from date of cessation of employment period specified in
Internal Revenue Code Section 422(a)(2), the Company shall
treat Qualifying Options as Non-Qualifying Options for the
purposes of determining the income taxes of the Group and the
Option-holder. For this purpose, the date of cessation of
employment shall be determined without regard to Rule 7.1(c).

7.3 METHOD OF EXERCISE OF OPTIONS

(a) Exercise of an option by an Option-holder shall be by notice in
writing on a form prescribed by the Committee for the purpose
addressed to the Company. The form of notice shall specify the
number of shares in respect of which the options are being
exercised on that occasion, whether the option is over American
Depositary Shares or Ordinary Shares and be accompanied by the
relevant option certificate and payment in full of the Exercise
Price (or, at the Committee's discretion and only in the case
of an option to purchase shares, an irrevocable agency
instruction to the Trustees to sell either all such shares or
as many thereof as shall when multiplying the same by their
Market Value on the date of exercise be equal in value to the
Exercise Price plus the Trustees' dealing costs arising on such
sale plus applicable state and federal withholding taxes, if
any, and to remit the withholding taxes to the Company within
thirty days of such exercise), together with such other
documents as the Committee may determine, as well as any
payment due on account of tax or similar liabilities as may be
required by law or as the Committee may reasonably consider to
be necessary or desirable.

(b) Any payment required to be made under Rule 7.3(a) above shall
be made to the Company or such other person as may from time to
time be notified by the Company to the Option-holder.

- 9 -
<PAGE> 42

delivered if delivered to such office as may from time to time be
notified by the Company to Option-holders.

(d) Any payment required to be made under Rule 7.3(a) above shall
be by check (or at the discretion of the Committee and only in
the case of an option to purchase shares, by tender of either
Ordinary Shares of the Company or American Depositary Shares of
the Company). For the purpose of determining that payment of
the Exercise Price is made in full as required by Rule 7.3(a),
Ordinary Shares of the Company and American Depositary Shares
of the Company tendered in payment of the Exercise Price shall
be valued at their Market Value on date of tender.

7.4 ALLOTMENT OR TRANSFER OF SHARES PURSUANT TO EXERCISE OF OPTIONS

(a) Subject to such consents or other required action of any
competent authority under regulations or enactments for the
time being in force as may be necessary, and subject to
compliance with the terms of the option and any instructions
given by the Option-holder to the Company on giving notice of
exercise of the Option, the Company shall, as soon as
practicable after it has received the payment and documents
referred to in Rule 7.3 above or after it has received
confirmation of the receipt of such payment and documents on
its behalf and no later than thirty days thereafter, either
allot to the Option-holder (or his nominee) or procure the
transfer to the Option-holder (or his nominee), or in the case
of an exercise of the Rule 7.1(b) above his personal
representative(s)) of the number of shares specified in the
form of notice or (as the case may be) the unsold balance and
the delivery to the Option-holder (or such personal
representative(s)) of an appropriate certificate.

(b) Notwithstanding the provisions of Rule 7.4(a) above, in those
instances where an Option-holder exercises Qualifying Options,
the Committee in its absolute discretion may elect to hold and
retain or cause to be held and retained as agent and fiduciary
for the Option-holder the relevant American Depositary Shares
certificate for a period of no longer than two years from the
date on which the Qualifying Options were granted or one year
after the issuance of the shares. During the retention period,
if the Option-holder should wish to resell the relevant
American Depositary Shares the Committee shall cause this to be
done on his behalf and pursuant to his reasonable instructions
and remit to said Option-holder the net proceeds of said
resale, but the Committee shall have the right to withhold or
require the Option-holder to remit to the Company the amount
necessary to satisfy any federal, state and local tax
withholding requirements imposed by reason of such resale.

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<PAGE> 43

7.5 ADJUSTMENTS TO OPTION RIGHTS

In the event of any increase or variation of the issued share capital
of the Company, such adjustments may be made to the total number of
shares in respect of which options may be granted under the Plan and
to any unexercised option rights as the Committee may determine. If
any adjustment is to be made pursuant to this Rule 7.5, the Company
shall notify each Option-holder of particulars of the adjustment as
soon as practicable after the determination thereof.

7.6 TRANSFER OF OPTIONS

An option is personal to the Option-holder and, accordingly, subject
as provided in Rule 7.1(b) above, an Option-holder shall not transfer,
assign, charge, encumber or otherwise alienate an Option or create in
favour of any third party any interest therein. Upon any breach of
this Rule 7.6, the Committee shall cancel the option.

7.7 LOSS OF OFFICE

If any Option-holder shall cease to be employed by a member of the
Group for any reason, he shall not be entitled by way of compensation
for loss of office or otherwise howsoever to any sum or other benefit
to compensate him for the loss of any rights under the Plan.

7.8 LIQUIDATION

If notice of a meeting to consider a resolution for the voluntary
winding up (excluding any resolution for the voluntary winding up of
the Company for the purpose of reorganisation or reconstruction) of
the Company shall be duly given, the Committee may give notice thereof
to all Option-holders and thereupon each such Option-holder shall,
notwithstanding that the Exercise Period has not commenced forthwith
and until the commencement of the winding up be entitled subject to
Rule 7.2(b) (provided however, that no Exercise Period may extend
more than ten years after the Date of Grant), and on such terms
(including the waiver of all or any conditions imposed on the option
under Rule 5.5) as may be determined by the Committee in its absolute
discretion, be entitled to give notice in writing to the Company
electing to exercise his option, but the exercise of such option as
aforesaid shall be conditional upon such resolution being duly passed.
Upon commencement of the winding up all options shall lapse except
insofar as exercised under this Rule 7.8.

8. CASH EQUIVALENT

8.1 Subject to Rule 8.6, where an option granted under the Plan has been
exercised by any person in respect of any number of shares, and those
shares have not yet been allotted or transferred to him in accordance
with Rule 7.4 above, the Committee may determine that, in substitution
for his right to acquire such number of those shares as the Committee
may decide (but in full and final satisfaction of his said right), he
shall be paid by way of additional emoluments a sum equal

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<PAGE> 44

to the cash equivalent of that number of shares.

8.2 For the purpose of this Rule, the CASH EQUIVALENT of any shares is the
amount by which the Market Value of those shares on the dealing day
last preceding the date on which the option was exercised exceeds the
price at which those shares may be acquired by the exercise of the
option.

8.3 Subject to Rule 8.4 below, as soon as reasonably practicable after a
determination has been made under Rule 8.1 that a person shall be paid
a sum in substitution for his right to acquire any number of shares:-

(a) the Company shall pay to him or procure the payment to him of
that sum in cash, and

(b) if he has already paid the Company for those shares, the
Company shall return to him the amount so paid by him.

8.4 If the Committee in its discretion so decides:-

(a) the whole or part of the sum payable under Rule 8.3(a) above
shall after any deduction required by law as set out in Rule
8.5, instead of being paid to the person in question in cash,
be applied on his behalf in subscribing for shares in the
Company at a price equal to the Market Value by reference to
which the cash equivalent is calculated, or in purchasing such
shares, or partly in one way and partly in the other, and

(b) the Company shall allot to him (or his nominee) or procure the
transfer to him (or his nominee) of the shares so subscribed
for or purchased.

8.5 There shall be made from any payment under this Rule such deductions
(on account of tax or similar liabilities) as may be required by law
or as the Committee may reasonably consider to be necessary or
desirable.

8.6 The provisions of this Rule 8 shall not apply to Qualifying Options.

9. CHANGE IN CONTROL OF THE COMPANY

9.1 If an Acquiring Person:-

(a) obtains Control of the Company as a result of making a Takeover
Offer; or

(b) obtains Control of the Company in pursuance of a Compromise; or

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<PAGE> 45

the Committee shall as soon as practicable thereafter notify every
Option-holder accordingly and each Option-holder may within the
Appropriate Period and notwithstanding that the Exercise Period has
not commenced:-

(i) exercise his option at any time or from time to time in whole
or in part; and

(ii) to the extent that any option is not or has not been exercised,
execute with the consent of such Acquiring Person an Option
Roll-over.

9.2 To the extent that an option which has become exercisable and capable
of being Rolled-over pursuant to Rule 9.1 has not been exercised
and/or Rolled-over at the expiry date of the Appropriate Period it
shall thereupon lapse.

9.3 For the purposes of an Option Roll-over the new rights shall only be
regarded as equivalent to the old rights if:-

(a) the new rights are exercisable in substantially the same manner
as the old rights and subject to the provisions of this Plan as
it may have effect immediately before an Option Roll-over
(except that additional conditions and/or limitations imposed
pursuant to Rule 5.5 may for this purpose be ignored); and

(b) the total Market Value of shares subject to an option which is
being Rolled-over is equal immediately before such Option
Roll-over to the total market value (determined in accordance
with Part VIII of the Taxation of Chargeable Gains Act 1992) of
the shares in respect of which an Option-holder's new rights
are being granted immediately after such Option Roll-over.

9.4 For the purposes of any application of the provisions of this Plan
following an Option Roll-over:-

(a) any new rights granted pursuant to Rule 9 shall be regarded as
having been granted at the time the corresponding old rights
were granted; and

(b) Rules 7, 9, 10, 11 and 12 shall in relation to the new rights
be construed as if the following terms have the meanings
assigned to them in this Rule 9.4 and not the meanings assigned
to them in Rule 2.

"AMERICAN DEPOSITARY SHARES"

An authorized depositary security representing Ordinary Shares and for
the time being evidenced by an authorized depositary receipt quoted on
the Nasdaq Stock Market's National Market.

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<PAGE> 46

"COMMITTEE"

The Board of Directors of the company in respect of whose shares new
rights have been granted or a duly authorized committee thereof.

"COMPANY"

The company in respect of whose shares new rights have been granted.

"OPTION PRICE"

The Option Price multiplied by a fraction the numerator of which is
the total number of shares subject to the option prior to the Option
Roll-over and the denominator of which is the total number of shares
over which new rights have been granted to the Option-holder on the
Option Roll-over.

9.5 If, under Section 425 of the Companies Act 1985, a Compromise or
arrangement between the Company and its members is proposed for the
purposes of or in connection with a scheme for the reconstruction of
the Company or its amalgamation with any other company or companies,
the Company shall give notice thereof to all Option-holders on the
same date as it dispatches the notice which is sent to each member of
the Company summoning the meeting to consider such a Compromise or
arrangement and thereupon each Option-holder (or where permitted his
personal representative(s)) may notwithstanding that the Exercise
Period has not commenced forthwith and, subject to Rule 7.2(b)
(provided however, that no Exercise Period may extend more than ten
years after the Date of Grant), until the expiry of the period
commencing with such date and ending with the earlier of the date six
calendar months thereafter and the date on which such Compromise or
arrangement is sanctioned by the Court be entitled to exercise his
option, but the exercise of an option as aforesaid shall be
conditional upon such Compromise or arrangement being sanctioned by
the Court and becoming effective. Upon such Compromise or
arrangement becoming effective all options to the extent unexercised
shall lapse except that an Option- holder may with the consent of the
Committee exercise an Option Roll-over in respect of his option in
accordance with Rule 9.1 within the Appropriate Period.

9.6 If any person (either alone or together with any person acting in
concert with him) as a result of making a general offer to acquire the
whole of the issued Ordinary Shares of the Company or that part of the
issued Ordinary Share capital not already owned by him (or by any
person acting in concert with him) becomes bound or entitled or
acquire shares in the Company under sections 428 to 430F of the
Companies Act 1985, all options to the extent unexercised shall lapse
one month after such person became so bound or entitled.

- 14 -
<PAGE> 47

10. ADMINISTRATION AND AMENDMENT

10.1 The Plan shall be subject to the administration of the Committee whose
decision (save as otherwise provided herein) shall be final and
binding on all parties. The Committee may at any time terminate the
operation of the Plan and in such event no further options will be
granted, but the provisions of the Plan shall remain in force in
relation to options granted and remaining exercisable or potentially
exercisable hereunder at the date of such termination.

10.2 Subject to Rule 10.3, 10.5 and 12.2 below, the Committee may at any
time and from time to time alter or add to the Plan in any respect.

10.3 Subject to Rule 10.4 below, no alteration or addition to the advantage
of Option-holders shall be made under Rule 10.2 above without the
prior approval by ordinary resolution of the members of the Company in
general meeting.

10.4 Rule 10.3 shall not apply:-

(a) to any minor alteration or addition to benefit the
administration of the Plan, or

(b) to any alteration or addition to obtain or maintain favourable
tax, exchange control or regulatory treatment of Option-holders
or any member of the Group, or solely relating to any
conditions imposed on the option under Rule 5.5.

10.5 No material alteration or addition to the disadvantage of any
Option-holder shall be made under Rule 10.2 unless:-

(a) the Committee shall have invited every such Option-holder to
give an indication as to whether or not he approves the
alteration or addition, and

(b) the alteration or addition is approved by a majority of those
Option-holders who have given such an indication.

10.6 As soon as reasonably practicable after making any alteration or
addition under Rule 10.2, the Committee shall give notice in writing
to any Option-holder affected thereby.

11. NOTICES

11.1 All Option-holders shall be entitled while they have subsisting rights
under the Plan to receive copies of all notices and other documents
sent by the Company to its shareholders.

- 15 -
<PAGE> 48

11.2 Any notice or other document required to be given hereunder to any
Option-holder shall be delivered to him or sent by post to him at his
home address according to the records of the Company or such other
address as may appear to the Company to be appropriate. Any notice or
other document required to be given to the Company shall be delivered
to the Secretary of the Company or sent by post to the Secretary of
the Company at the registered office of the Company or such other
office as may from time to time be notified by the Company. All
notices given to the Company shall be deemed to have been given on the
date of receipt by the Company or by any person for the time being
authorized to receive such notices on its behalf. All notices given
to Option-holders shall be deemed to have been given on the date of
posting if sent by post (but only in the case of Option-holders
outside the UK if sent by air mail) or the date of delivery if
delivered.

12. REQUIREMENTS FOR UNITED STATES OF AMERICA

12.1 In respect of an Option-holder who is primarily subject to taxation on
his remuneration in the United States of America:-

(a) Rule 5 shall (for the avoidance of doubt) be construed so as to
refer to and to permit both a grant of a Qualifying Option and
a grant of a Non-Qualifying Option ;

(b) As regards Qualifying Options, the aggregate Market Value as at
the Date of Grant of the shares in respect of which Qualifying
Options are first exercisable under the terms of the option and
this Plan by an Option-holder during any calendar year (under
all share option schemes of the Group) shall not exceed US
$100,000; and

(c) In the event of a grant to an Option-holder of more than
$100,000 worth of option stock which can first be exercised in
a given year, the first $100,000 of such options shall be
designated as Qualifying Options and the remaining portion
designated as Non-Qualifying Options (and the certificate under
seal granting the option shall in addition to the matters
stated in Rule 5.3 specify whether the option so granted is a
Qualifying Option or Non-Qualifying Option). Upon the exercise
of such options, the Company will designate the shares issued
with respect to Qualifying Options and issued with respect to
Non-Qualifying Options by issuing separate share certificates
so stating and by identifying the Qualifying Shares as such in
the stock transfer records.

12.2 In the case of the issue of shares by the Company with respect to
Non-Qualifying Options, the Company shall have the right in advance of
the issue of such shares to the Option-holder to require the
Option-holder to remit to the Company the amount necessary to satisfy
any federal, state or local tax withholding imposed by reason of the
issue of such shares.

12.3 If any of the terms or provisions of the Plan conflict with the
requirements of Rule 16b-3 under

- 16 -
<PAGE> 49

the Securities Exchange Act of 1934 (as the same shall be amended from
time to time) and/or Section 422 of the United States Internal
Revenue Code of 1986 (as amended from time to time), then such terms
or provisions shall be deemed inoperative to the extent that they
conflict with the requirements of said Rule 16b-3 and/or with respect
to Qualifying Options Section 422.

13. JURISDICTIONS OTHER THAN THE UNITED STATES OF AMERICA

13.1 In respect of an Option-holder who is resident in the United Kingdom
for tax purposes:

(a) subject to paragraph (c) below, the Exercise Period shall be
the period of four years beginning with the third anniversary
of the Date of Grant;

(b) Option Price shall mean, in the case of a Replacement Option,
the price at which a Previous Option was exercisable;

(c) the Exercise Period for a Replacement Option shall commence on
the third anniversary of the date of grant of the Previous
Option and end on the date on which the Previous Option would
have ceased to be otherwise exerciseable;

(d) for the purposes of this Rule 13.1, Previous Option means an
option granted under any of the Company's employees
share schemes other than the Plan which has to the satisfaction
of the Committee ceased to be capable of being exercised
prior to and not later than the exercise of a Replacement
Option;

(e) for the purposes of this Rule 13.1, Replacement Option means an
option granted by the Committee under the Plan which is
designated by the Committee as replacing a Previous Option
granted to the same Participating Employee and is granted over
a number of shares which does not exceed the number which was
subject to the Previous Option immediately before it became a
Previous Option;

(f) for the purposes of this Rule 13.1, a Participating Employee
means an employee, officer or executive director of the Company
or a Subsidiary who is nominated to participate in the Plan by
the Committee.

13.2 In respect of an Option-holder who is resident in the Netherlands for
tax purposes,

(a) the Exercise Period shall be the period of five years beginning
with the Date of Grant;
(b) Rule 8 shall not apply to any options granted to such persons;

- 17 -
<PAGE> 50

(c) where the Option-holder ceases to be employed by the Group
within a period of three years after the date on which the
option was granted to him for any reason other than those
provided for in Rule 7.1(a) and (b) of the Plan and before so
ceasing he has already exercised the option in whole or in
part, the Option-holder shall pay to the Company an amount
calculated to the following formula: (X - Y) x Z

<TABLE>
<CAPTION>
where:-
<S> <C> <C>
X = the market value of shares in the Company on the date on which the option was
exercised

Y = the Exercise Price

Z = the number of shares acquired on the exercise of the option
</TABLE>

Where the Option-holder has exercised the option on more than
one occasion the aforesaid formula shall be applied to each
such exercise and the amount payable by him to the Company
pursuant to this Rule shall be the aggregate of the amounts so
calculated.

13.3 In respect of an Option-holder who is resident in France for tax
purposes,

(a) Option Price shall mean the average Market Value of a share for
the 20 dealing days immediately prior to the Date of Grant;

(b) no options may be granted to such persons under the Plan on any
day on which the Company pays a dividend whether in cash or in
shares or within 20 dealing days immediately following such
day;

(c) no options may be granted to such a person under the Plan if
he/she holds more than 10% of the aggregate nominal amount of
the total issued share capital of the Company;

(d) options may only be granted to such persons over Ordinary
Shares and not American Depositary Shares;

(e) options may only be granted to such persons who are employees
(i.e. persons having an employment contract with a member of
the Group) or the "President Directeur General", the Directeur
General" or the "Membres du Directoire" or the "Gerant" of
French joint stock companies which are members of the Group);

(f) such persons may only be granted an option to subscribe under
the Plan and not an option to purchase;

- 18 -
<PAGE> 51

(g) Rule 7.1(b) shall be amended for such persons so that options
granted to them may only be exercised within six months, not
twelve months, of death;

(h) Rule 8 shall not apply to options granted to such persons;

(i) no options may be granted to such persons under the Plan within
the period referred to in article 208-4 (fifth paragraph) of
the French Company Act (Law n 1/2 66-537 dated of 24 July 1966
as amended by article 10 of Law n 1/2 96-314 dated of 12 April
1996) immediately prior or immediately succeeding (i) the
establishment and announcement of the Company's results or (ii)
any event which may affect significantly the Company's position
or expectations.

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<PAGE> 52

APPENDIX 2

THE DANKA 1996 NON-EMPLOYEE DIRECTORS SHARE OPTION PLAN

<PAGE> 53

CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
1. GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

3. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

4. ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

5. GRANT OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

6. LIMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

7. TERMS OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

8. CHANGE IN CONTROL OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

9. ADMINISTRATION AND AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

10. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

11. UNITED STATES REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

12. REQUIREMENTS FOR THE UNITED KINGDOM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>

<PAGE> 54

DANKA BUSINESS SYSTEMS PUBLIC LIMITED COMPANY

RULES OF THE 1996 NON-EMPLOYEE DIRECTORS
SHARE OPTION PLAN

1. GENERAL

1.1 These Rules shall be construed and take effect in accordance with the
law of England and Wales and the courts of England and Wales shall be
the exclusive forum for the administration hereof.

1.2 Reference to any Act of the United Kingdom shall include any statutory
modification amendment or re-enactment thereof from time to time in
force unless the contrary is expressly stated.

1.3 References to the exercise of an option shall where the context allows
include the partial exercise of the option.

1.4 Where the context so admits the singular shall include the plural and
vice versa and the masculine gender shall include the feminine.

1.5 In these Rules a word or words beginning with capital letters
indicates a term which has been defined in Rule 2.

1.6 The Plan shall become effective as of 22 July 1996, provided that the
Plan shall have been approved at the 1996 Annual General Meeting of
the Company by the holders of a majority of the Ordinary Shares
represented at the meeting (in person or by proxy) and entitled to
vote thereon. If the Plan is not so approved it shall terminate
automatically.

2. DEFINITIONS

In these Rules the following words and expressions have the following
meanings:-

2.1 "ACQUIRING PERSON" Any person who:-

(a) either alone or together with
any person acting in concert
with him has obtained Control
of the Company either:-

(i) as a result of making
a Takeover Offer; or

- 1 -
<PAGE> 55

(ii) in pursuance of a
Compromise; or

(b) having such Control makes a
general offer to acquire the
whole of the issued share
capital of the Company (other
than that which is already
owned by him and/or any
person acting in concert with
him); or

2.2 "APPROPRIATE PERIOD" In relation to:-

(a) a Takeover Offer means the
period beginning with the
date on which the person
making the Takeover Offer has
obtained Control of the
Company and ending on the
expiry of a period of six
months or when any condition
subject to which the Takeover
Offer is made is satisfied
(whichever is the later);

(b) an Acquiring Person who
obtains Control or who having
Control of the Company makes
a general offer for the whole
of the issued share capital
means the period of six
months beginning with the
date on which the Acquiring
Person obtains Control or
makes the offer as the case
may be;

(d) a Section 429 Notice means the
period during which the
Acquiring Person is entitled
and bound to acquire shares
on the terms of the offer
contained in such Section 429
Notice.

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<PAGE> 56

Market's National Market.

2.4 "THE BANK" the Bank of New York or such other
bank as the Company may from time to
time appoint for the purposes of
serving as depositary of its American
Depositary Shares.

2.5 "THE CODE" the United States Internal Revenue
Code of 1986 (as amended from time to
time) or any successor statute thereto.

2.6 "THE COMPANY" means Danka Business Systems
Public Limited Company.

2.7 "COMPROMISE" In relation to the Company means a
compromise or arrangement sanctioned
by the Court under Section 425 of
the Companies Act 1985.

2.8 "CONTROL" a person is deemed to obtain control
of the Company when (i) he acquires
pursuant to a tender offer or exchange
offer securities of the Company
representing 30% or more of the
combined voting power of the then
outstanding voting securities of the
Company or (ii) he secures by means of
the holding of shares or the possession
of voting power in or in relation to the
Company or any other body corporate that
the affairs of the Company are conducted
in accordance with his wishes.

2.9 "DATE OF GRANT" means the date on which an option is
granted under the Plan in accordance
with the provisions of Rule 5.

2.10 "EXERCISE PERIOD" in relation to an option means the
period of seven years from the third
anniversary of the Date of Grant of
the option.

2.11 "EXERCISE PRICE" on exercise of an option means the
Option Price multiplied by the number of
shares in respect of which such option
is exercised.

2.12 "THE GROUP" means the Company and the
Subsidiaries and "member

- 3 -
<PAGE> 57

of the Group" shall be construed
accordingly.

2.13 "MARKET VALUE" means, with respect to American
Depositary Shares, an amount equal to
the average of the high and low
reported sales prices of an American
Depositary Share on the Nasdaq Stock
Market's National Market on the date for
which market value is being determined
and, with respect to Ordinary Shares,
means the middle market quotation on the
London Stock Exchange Limited Daily
Official List on the date for which
market value is being determined.

2.14 "NON-EMPLOYEE DIRECTOR" means a member of the Board of
Directors of the Company who (a) is
not an employee of the Company or
any of the Subsidiaries and who has not
been an employee of the Company or any
of the Subsidiaries for a period of at
least one year and (b) is not required
to devote the majority of his working
time to the service of the Group.

2.15 "NON-QUALIFYING OPTION" means an option which does not qualify
as an incentive stock option within
the meaning of section 422 of the Code.

2.16 "OPTION-HOLDER" Any person who holds an option granted
under the Plan or (where the context
admits) his personal representatives.

2.17 "OPTION PRICE" means the Market Value of an American
Depositary Share or an Ordinary Share,
as applicable, on the Date of Grant of
the option.

2.18 "OPTION ROLL-OVER" In relation to an option means a
release by the Option-holder with the
consent of an Acquiring Person of his
rights ("old rights") under the Plan
in consideration of the grant to him
of rights ("new rights") which are
equivalent to the old rights but which
relate to shares in:-

(a) the Acquiring Person; or

(b) a company which has Control
of the Acquiring

- 4 -
<PAGE> 58

Person; or

(i) is a member of a
consortium owning
either the Acquiring
Person or a company
having Control of the
Acquiring Person; and

(ii) beneficially owns not
less than three
twentieths of the
ordinary share
capital of the
Acquiring Person or a
company having
control of the company.

2.19 "ORDINARY SHARE" means a fully paid ordinary share of
1.25p each in the capital of the
Company.

2.20 "THE PLAN" means the 1996 Non-Employee Directors
Share Option Plan set out herein, as
amended from time to time.

2.21 "ROLLED OVER" means the action of effecting an
Option Roll-over or its completion.

2.22 "SECTION 429 NOTICE" means in relation to the Company a
notice served by a person who has become
entitled to serve such a notice on the
shareholders of the Company under
section 429 of the Companies Act 1985
(rights of 90% shareholders to buy out
minority shareholders).

2.23 "THE SUBSIDIARIES" means subsidiaries as defined by
section 736 of the Companies Act 1985
of the Company.

2.24 "TAKEOVER OFFER" In relation to the Company means
either:-

(a) general offer to acquire the
whole or part of the issued
share capital of the Company
which is either made on a
condition such that if it is
satisfied the person making
the offer will have Control
of the Company or which
results in the person making
the offer having control of
the Company; or

- 5 -
<PAGE> 59

(b) a general offer to acquire all
the shares in the Company of
the same class as the
Ordinary Shares.

3. PURPOSE

The Danka 1996 Non-Employee Directors Share Option Plan is designed
to provide for the granting of stock options to Non-Employee
Directors. The granting of such stock options should provide
Non-Employee Directors with a more direct stake in the future welfare
of the Company and encourage them to remain directors of the Company.
It is also expected that the Plan will encourage suitable persons to
become directors of the Company.

4. ELIGIBILITY

Options shall be granted under the Plan only to Non-Employee Directors.

5. GRANT OF OPTIONS

5.1 Subject to Rule 5.4 below, each Non-Employee Director serving on the
Board as of 22 July 1996 shall automatically be granted an option to
acquire 10,000 Ordinary Shares or the American Depositary Share
equivalent thereof, effective 22 July 1996.

5.2 Subject to Rule 5.4 below, each new Non-Employee Director who is
appointed or elected to the Board after 22 July 1996 shall
automatically be granted an initial option to acquire 10,000 Ordinary
Shares or the American Depositary equivalent thereof on the day he or
she is appointed or elected to the Board.

5.3 Subject to Rule 5.4 below, each Non-Employee Director serving on the
Board immediately following the Company's Annual General Meeting who
was a member of the Board immediately prior to such meeting, beginning
with the 1997 Annual General Meeting, shall automatically be granted,
effective on the date of the meeting, an option to acquire 2,000
Ordinary Shares or the American Depositary Share equivalent thereof.

5.4 If on the relevant date the grant of options is forbidden by the
Company's code on insider dealing or The London Stock Exchange's Model
Code, the options shall be granted on the first business day
thereafter on which such grant ceases to be forbidden.

5.5 All options shall be granted by a certificate under seal specifying
the Date of Grant, the number of shares which are the subject of the
option, whether the option is over American Depositary Shares or
Ordinary Shares, the Option Price and the Exercise Period.

- 6 -
<PAGE> 60

5.6 These Rules apply to all grants of options made under the Plan and no
options shall be granted under the Plan more than ten years after the
Plan is adopted and approved by the shareholders of the Company in
general meeting.

5.7 For the purposes of this Rule 5, an option to acquire Ordinary Shares
or American Depositary Shares includes an option to purchase and an
option to subscribe.

6. LIMITS

7. TERMS OF OPTIONS

7.1 EXERCISE OF OPTIONS

Subject as provided in these Rules 7.1, 7.2 and 7.8, the option shall
be exercisable by an Option-holder in whole or in part at any time
provided always that a partial exercise of an option cannot be made
except in respect of shares which equals or exceeds the lesser of 500
Ordinary Shares or the American Depositary equivalent thereof and any
exercisable balance of shares remaining the subject of that option,
and provided further that the option shall lapse (and any notice in
purported exercise thereof shall have no effect) when the
Option-holder ceases to be a Non-Employee Director but so that:-

(a) an Option-holder ceasing to be a Non-Employee Director by
reason of ill-health or injury or disability (evidenced to the
satisfaction of the Board) shall be entitled to exercise the
option within the period which shall commence on the later of
the cessation or six months after the date of grant and shall
expire twelve months after the date of cessation. For the
purposes of this Rule 7.1(a) and (b) only (and for no other
purposes), Exercise Period means the period of one year from
the date on which the Option-holder ceases to be Non-Employee
Director.

(b) The personal representative(s) of a deceased Option-holder
or the personal representative of an Option-holder who has
ceased to be a Non-Employee Director as the result of a
permanent and total disability as defined in section 22(e) of
the Code shall notwithstanding Rule 7.2 be entitled to
exercise the option within twelve months of such
Option-holder's death or the date the Option-holder ceases to
be a Non-Employee Director by reason of such disability,
provided however, that no Exercise Period may extend more than
ten years after the Date of Grant.

(c) For the purposes of Rule 7.1 only (and for no other purpose),
where an Option-holder ceases to be a Non- Employee Director
for any reason not set forth in Rule 7.1(a), 7.1(b)

- 7 -
<PAGE> 61

or 7.2(d), where an Option-holder ceases to be a Non-Employee Director
without notice, the Option-holder shall be deemed to cease to be a
Non-Employee Director on a date thirty (30) days from the date on
which the cessation takes effect, and where the Option-holder ceases
to be a Non-Employee Director with notice, the Option-holder shall be
deemed to so cease upon the later of the date specified in the notice
or thirty (30) days from the date on which that notice is given.

7.2 RESTRICTIONS ON EXERCISE OF OPTIONS PURSUANT TO RULE 7.1

Notwithstanding the provisions of Rule 7.1

(a) An option shall only be exercisable during the Exercise Period
(including as defined in Rule 7.1(a) for those purposes,
provided however, that no Exercise Period may extend more than
10 years after the Date of Grant) and to the extent not
exercised at the end of the Exercise Period the option shall
terminate.

(b) An option shall be fully exercisable during the Exercise
Period.

(c) Option-holders may exercise options under this Plan only during
such period as if such option was treated as an Ordinary Share
in the Company they would be permitted to deal under the
internal codes relating to securities transactions by directors
and employees of the Company from time to time in force.

(d) If an Option-holder at any time ceases to be a Non-Employee
Director for reasons of dishonesty or fraud, his options will
lapse on the date of his cessation of service as a Non-Employee
Director.

7.3 METHOD OF EXERCISE OF OPTIONS

(b) Any payment required to be made under Rule 7.3(a) above shall
be made to the Company or such other person as may from time to
time be notified by the Company to the Option-holder.

- 8 -
<PAGE> 62

(c) Any documents required to be delivered under Rule 7.3(a) above
shall be sufficiently delivered if delivered to such office as
may from time to time be notified by the Company to
Option-holders.

(d) Any payment required to be made under Rule 7.3(a) above shall
be by check (or in the case of an option to purchase shares, by
tender of either Ordinary Shares of the Company or American
Depositary Shares of the Company). For the purpose of
determining that payment of the Exercise Price is made in full
as required by Rule 7.3(a), Ordinary Shares of the Company and
American Depositary Shares of the Company tendered in payment
of the Exercise Price shall be valued at their Market Value on
date of tender.

7.4 ALLOTMENT OR TRANSFER OF SHARES PURSUANT TO EXERCISE OF OPTIONS

Subject to such consents or other required action of any competent
authority under regulations or enactments for the time being in force
as may be necessary, and subject to compliance with the terms of the
option and any instructions given by the Option-holder to the Company
on giving notice of exercise of the Option, the Company shall, as soon
as practicable after it has received the payment and documents
referred to in Rule 7.3 above or after it has received confirmation of
the receipt of such payment and documents on its behalf and no later
than thirty days thereafter, either allot to the Option-holder (or his
nominee) or procure the transfer to the Option-holder (or his
nominee), or in the case of an exercise of the Rule 7.1(b) above his
personal representative(s)) of the number of shares specified in the
form of notice or (as the case may be) the unsold balance and the
delivery to the Option-holder (or such personal representative(s)) of
an appropriate certificate.

7.5 ADJUSTMENTS TO OPTION RIGHTS

In the event of any increase or variation of the issued share capital
of the Company, such adjustments shall be made to the total number of
shares in respect of which options may be granted under the Plan and
to any unexercised option rights as the Company's auditors may
determine to be fair and reasonable. If any adjustment is to be made
pursuant to this Rule 7.5, the Company shall notify each Option-holder
of particulars of the adjustment as soon as practicable after the
determination thereof.

7.6 TRANSFER OF OPTIONS

- 9 -
<PAGE> 63

7.7 LOSS OF OFFICE

If any Option-holder shall cease to be a Non-Employee Director for any
reason, he shall not be entitled by way of compensation for loss of
office or otherwise howsoever to any sum or other benefit to
compensate him for the loss of any rights under the Plan.

7.8 LIQUIDATION

If notice of a meeting to consider a resolution for the voluntary
winding up (excluding any resolution for the voluntary winding up of
the Company for the purpose of reorganisation or reconstruction) of
the Company shall be duly given, the Company may give notice thereof
to all Option-holders and thereupon each such Option-holder shall,
notwithstanding that the Exercise Period has not commenced forthwith
and until the commencement of the winding up be entitled subject to
Rule 7.2(b) (provided however that no Exercise Period may extend more
than ten years after the Date of Grant), be entitled to give notice
in writing to the Company electing to exercise his option, but the
exercise of such option as aforesaid shall be conditional upon such
resolution being duly passed. Upon commencement of the winding up all
options shall lapse except insofar as exercised under this Rule 7.8.

8. CHANGE IN CONTROL OF THE COMPANY

8.1 If an Acquiring Person:-

(a) obtains Control of the Company as a result of making a Takeover
Offer; or

(b) obtains Control of the Company in pursuance of a Compromise; or

the Company shall as soon as practicable thereafter notify every
Option-holder accordingly and each Option-holder may within the
Appropriate Period and notwithstanding that the Exercise Period has
not commenced:-

(i) exercise his option at any time or from time to time in whole
or in part; and

(ii) to the extent that any option is not or has not been exercised,
execute with the consent of such Acquiring Person an Option
Roll-over.

8.2 To the extent that an option which has become exercisable and capable
of being Rolled-over pursuant to Rule 8.1 has not been exercised
and/or Rolled-over at the expiry date of the Appropriate Period it
shall thereupon lapse.

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<PAGE> 64

8.3 For the purposes of an Option Roll-over the new rights shall only be
regarded as equivalent to the old rights if:-

(a) the new rights are exercisable in substantially the same manner
as the old rights and subject to the provisions of this Plan as
it may have effect immediately before an Option Roll-over; and

8.4 For the purposes of any application of the provisions of this Plan
following an Option Roll-over:-

(a) any new rights granted pursuant to Rule 8 shall be regarded as
having been granted at the time the corresponding old rights
were granted; and

(b) Rules 7, 8, 9, 10 and 11 shall in relation to the new rights be
construed as if the following terms have the meanings assigned
to them in this Rule 8.4 and not the meanings assigned to them
in Rule 2.

"AMERICAN DEPOSITARY SHARES"

An authorized depositary security representing Ordinary Shares and for
the time being evidenced by an authorized depositary receipt quoted on
the Nasdaq Stock Market's National Market.

"COMPANY"

The company in respect of whose shares new rights have been granted.

"OPTION PRICE"

8.5 If, under Section 425 of the Companies Act 1985, a Compromise or
arrangement between the Company and its members is proposed for the
purposes of or in connection with a scheme for the reconstruction of
the Company or its amalgamation with any other company or companies,

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<PAGE> 65

the Company shall give notice thereof to all Option-holders on the
same date as it dispatches the notice which is sent to each member of
the Company summoning the meeting to consider such a Compromise or
arrangement and thereupon each Option-holder (or where permitted his
personal representative(s)) may notwithstanding that the Exercise
Period has not commenced forthwith and, subject to Rule 7.2(b)
(provided however, that no Exercise Period may extend more than ten
years after the Date of Grant), until the expiry of the period
commencing with such date and ending with the earlier of the date six
calendar months thereafter and the date on which such Compromise or
arrangement is sanctioned by the Court be entitled to exercise his
option, but the exercise of an option as aforesaid shall be
conditional upon such Compromise or arrangement being sanctioned by
the Court and becoming effective. Upon such Compromise or
arrangement becoming effective all options to the extent unexercised
shall lapse except that an Option-holder may with the consent of the
Company exercise an Option Roll-over in respect of his option in
accordance with Rule 8.1 within the Appropriate Period.

8.6 If any person (either alone or together with any person acting in
concert with him) as a result of making a general offer to acquire the
whole of the issued Ordinary Shares of the Company or that part of the
issued Ordinary Share capital not already owned by him (or by any
person acting in concert with him) becomes bound or entitled or
acquire shares in the Company under sections 428 to 430F of the
Companies Act 1985, all options to the extent unexercised shall lapse
one month after such person became so bound or entitled.

9. ADMINISTRATION AND AMENDMENT

9.1 The Plan shall be subject to the administration of the Board of
Directors whose decision (save as otherwise provided herein) shall be
final and binding on all parties. The Board may at any time terminate
the operation of the Plan and in such event no further options will be
granted, but the provisions of the Plan shall remain in force in
relation to options granted and remaining exercisable or potentially
exercisable hereunder at the date of such termination.

9.2 Subject to Rules 9.3 and 9.5 below, the Board may at any time and from
time to time alter or add to the Plan in any respect, provided that no
alterations or additions may be made to the provisions of Rules 4,
5.1, 5.2, 5.3, 7.1, 7.2 or 7.8 more often than once every six months,
other than to comply with changes in the Code, the United States
Employee Retirement Income Security Act, or the rules thereunder.

9.3 Subject to Rule 9.4 below, no alteration or addition to the advantage
of Option-holders shall be made under Rule 9.2 above without the prior
approval by ordinary resolution of the members of the Company in
general meeting.

9.4 Rule 9.3 shall not apply:-

(a) to any minor alteration or addition to benefit the
administration of the Plan, or

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<PAGE> 66

(b) to any alteration or addition to obtain or maintain favourable
tax, exchange control or regulatory treatment of Option-holders
or any member of the Group.

9.5 No material alteration or addition to the disadvantage of any
Option-holder shall be made under Rule 9.2 unless:-

(a) the Company shall have invited every such Option-holder to give
an indication as to whether or not he approves the alteration
or addition, and

(b) the alteration or addition is approved by a majority of those
Option-holders who have given such an indication.

9.6 As soon as reasonably practicable after making any alteration or
addition under Rule 9.2, the Company shall give notice in writing to
any Option-holder affected thereby.

10. NOTICES

10.1 All Option-holders shall be entitled while they have subsisting rights
under the Plan to receive copies of all notices and other documents
sent by the Company to its shareholders.

10.2 Any notice or other document required to be given hereunder to any
Option-holder shall be delivered to him or sent by post to him at his
home address according to the records of the Company or such other
address as may appear to the Company to be appropriate. Any notice or
other document required to be given to the Company shall be delivered
to the Secretary of the Company or sent by post to the Secretary of
the Company at the registered office of the Company or such other
office as may from time to time be notified by the Company. All
notices given to the Company shall be deemed to have been given on the
date of receipt by the Company or by any person for the time being
authorized to receive such notices on its behalf. All notices given
to Option-holders shall be deemed to have been given on the date of
posting if sent by post (but only in the case of Option-holders
outside the UK if sent by air mail) or the date of delivery if
delivered.

11. UNITED STATES REQUIREMENTS

11.1 Any option to be granted under the 1996 Stock Option Plan for
Non-Employee Directors shall be a Non-Qualifying Option and, for the
purpose of these Rules, any reference to an option granted under this
Plan shall be construed as being a reference to a Non-Qualifying
Option.

11.2 In the case of the issue of American Depositary Shares or Ordinary
Shares by the Company with respect to options granted under the Plan,
the Company shall have the right in advance of the issue of such
shares to the Option-holder to require the Option-holder to remit to
the Company the amount necessary to satisfy any federal, state or
local tax withholding imposed by reason of

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<PAGE> 67

the issue of such shares.

11.3 The Plan is intended to comply with the requirements of Rule
16b-3(c)(2)(ii) under the Securities Exchange Act of 1934 (as the same
shall be amended from time to time), regarding formula awards, to
ensure that the grants made to Non-Employee Directors under the Plan
will not cause these Non-Employee Directors to fail to qualify as
"disinterested persons", as that term is defined in Rule
16b-3(c)(2)(i), for the purpose of administering the Company's
employee stock option plans. If any of the terms or provisions of the
Plan conflict with the requirements of Rule 16b-3 under the Securities
Exchange Act of 1934 (as the same shall be amended from time to
time), then such terms or provisions shall be deemed inoperative to the
extent that they conflict with the requirements of said Rule 16b-3 .

11.4 Options granted under the Plan to a Non-Employee Director who is
primarily subject to taxation on his remuneration in the United States
of America shall be granted only to acquire American Depositary
Shares.

12. REQUIREMENTS FOR THE UNITED KINGDOM

In respect of an Option-holder who is resident in the United Kingdom
for tax purposes, the Exercise Period shall be the period of four
years beginning with the third anniversary of the Date of Grant, and
options granted to such person under the Plan shall be granted only to
acquire Ordinary Shares.

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<PAGE> 68

APPENDIX 3

DANKA BUSINESS SYSTEMS PLC
MASTERS HOUSE
107 HAMMERSMITH ROAD
LONDON W14 0QH ENGLAND

PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD JULY 19, 1996.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.

The undersigned, having received notice of the Annual General Meeting of
Danka Business Systems PLC (the "Company") to be held at 11:00 a.m. (local time)
on Friday, July 19, 1996 (the "Meeting"), hereby designates and appoints Paul G.
Dumond and David C. Snell, and each of them with authority to act without the
others, or ________________________________, as attorneys and proxies for the
undersigned (the "proxies"), with full power of substitution, to vote all
Ordinary Shares of 1.25 pence each (net) of Danka Business Systems PLC that the
undersigned is entitled to vote at such Meeting or at any adjournment thereof,
such proxies being directed to vote as specified on the reverse side.

THIS PROXY WILL BE VOTED: (1) AS DIRECTED ON THE MATTERS LISTED ON THE REVERSE
SIDE; AND (2) WHERE A CHOICE IS NOT SPECIFIED, AS THE PROXIES DEEM FIT.

(Continued on the reverse side)
<PAGE> 69

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING MATTERS.
PLEASE MAKE AN "X" IN ONE SPACE FOR EACH ITEM. TO BE EFFECTIVE, THIS PROXY
MUST BE DEPOSITED AT THE COMPANY'S REGISTRARS NOT LATER THAN 48 HOURS BEFORE
THE TIME APPOINTED FOR THE MEETING. PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

<TABLE>
<S> <C> <C>
1. To adopt Resolution 1, an 2. To adopt Resolution 2, an 3. To adopt Resolution 3, an
ordinary resolution, as set ordinary resolution, as set ordinary resolution, as set
forth in the Proxy Statement forth in the Proxy Statement for forth in the Proxy Statement
for the Meeting, which would the Meeting, for re-election of for the Meeting, for re-
authorize payment of a final Daniel M. Doyle as a Director. election of David S. Hooker as
dividend for fiscal 1996 in the a Director.
amount of 1.08 pence per
Ordinary Share (net).

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]

4. To adopt Resolution 4, an
ordinary resolution, as set
forth in the Proxy Statement
for the Meeting, for election
of Pierson M. Grieve as a
Director.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

5. To adopt Resolution 5, an 6. To adopt Resolution 6, an 7. To adopt Resolution 7, an
ordinary resolution, as set ordinary resolution, as set ordinary resolution, as set
forth in the Proxy Statement forth in the Proxy Statement for forth in the Proxy Statement
for the Meeting, which would the Meeting, which would for the Meeting, which would
appoint KPMG as the Company's increase the authorized share grant the Board of Directors
Auditors until the conclusion of capital of the Company from authority to allot securities
the 1997 Annual General Meeting L.5,000,000 to L.6,250,000 by up to an aggregate nominal
and would authorize the Board the creation of 100,000,000 amount of L.912,967
of Directors to fix the additional Ordinary Shares. (representing approximately
Auditors' remuneration. thirty three and one third
percent of the Company's
present issued share capital).

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]

8. Subject to the passing of
proposed Resolution 7, to
adopt Resolution 8, a
special resolution, as set
forth in the Proxy
Statement for the Meeting,
which would grant the Board
of Directors authority to allot
securities subject to certain
limitations without providing
certain pre-emptive rights.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

9. To adopt Resolution 9, a 10. To adopt Resolution 10, an 11. To adopt Resolution 11, an
special resolution, as set ordinary resolution, as set ordinary resolution, as set
forth in the Proxy Statement forth in the Proxy Statement for forth in the Proxy Statement
for the Meeting, which would the Meeting, which would approve for the Meeting, which would
authorize the Company to buy The Danka 1996 Share Option Plan approve The Danka 1996 Non-
back up to 10% of its and the Trust Deed establishing Employee Directors Share Option
issued share capital at The Danka Employees' Share Plan and to permit the Directors,
certain minimum and maximum Trust, and to permit the with certain exceptions, to be
prices. Directors, with certain exceptions, counted in the quorum and to
to be counted in the quorum and to vote in respect of the plans
vote in respect of the trusts matters.
matters.

FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]

The undersigned reserves the right to revoke this Proxy at any time prior to
the Proxy being voted at the Meeting. The Proxy may be revoked by delivering
a signed revocation to the Company at any time prior to the Meeting,
by submitting a later-dated Proxy, or by attending the Meeting in person and
casting a ballot. The undersigned hereby revokes any proxy previously given
to vote such Ordinary Shares at the Meeting.

Signature(s) Date
------------------------------------------------------------------- --------------------------------------

(Please sign exactly as your name appears on your share certificate(s). In
the case of joint owners, the signature of any one of them will suffice. When
signing as attorney, executor, administrator, trustee, guardian or corporate
officer, please give your full title as such).

</TABLE>