Notice of AGM for 2008

• View the Notice of AGM for 2008 including a venue map

Tuesday 27 May 2008 at the offices of Financial Dynamics, Holborn Gate, 26 Southampton Buildings, London WC2A 1PB. You will be asked to consider and pass the resolutions below.

Resolutions 7 to 9 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

Ordinary resolutions

1. That the audited accounts, and the auditors’ report thereon, and the directors’ report for the year ended 31 December 2007 be adopted.
2. That the Remuneration Committee’s report be approved.
3. That a final dividend of 10.9p per Ordinary Share for the year ended 31 December 2007 be declared and paid on 30 May 2008 to all Ordinary shareholders who were on the register of members on 25 April 2008.
4. That Michael Harper be re-appointed as a director of the Company.
5. That Gareth Rhys Williams be re-appointed as a director of the Company.
6. That KPMG Audit Plc be re-appointed as auditors of the Company and that the directors be authorised to determine their remuneration.

Special resolutions

7. That the directors be and are hereby empowered, pursuant to Section 95 of the Companies Act 1985, to allot equity securities (within the meaning of Section 94(2) of the said Act), pursuant to the authority conferred by resolution 6 passed on 4 May 2004, for cash and to sell Treasury Shares (as defined in Section 162(3) of the said Act) in each case as if Section 89(1) of the said Act did not apply to any such allotment or sale provided that the power shall be limited to:
   1. the allotment and sale of equity securities in connection with an offer of such securities, including by way of rights, to the holders of Ordinary shares in proportion (as nearly as may be) to such holders’ then holdings of such shares, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements or any legal or practical problems under the laws of, or the requirements of, any recognised regulatory body, in any territory; and
   2. the allotment and sale (otherwise than pursuant to (a) above) of equity securities up to an aggregate nominal amount of £421,007 (being 5% of the issued share capital of the Company at 3 March 2008).
   Unless previous revoked, renewed or varied, such power shall expire at the conclusion of the next annual general meeting after the date on which this resolution is passed or, if earlier, on 27 August 2009 save that the Company may, before such expiry, make an offer or agreement which would, or might, require equity securities to be allotted or Treasury Shares to be sold after such expiry and the directors may allot equity securities and sell Treasury Shares in pursuance of such offer or agreement as if the power conferred hereby had not expired.
8. That the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of Section 163(3) of the Companies Act 1985) of Ordinary shares of 20p each in the Company provided that:
   1. the maximum aggregate number of Ordinary shares hereby authorised to be purchased is 4,210,070;
   2. the minimum price which may be paid for such Ordinary shares is 20p (exclusive of expenses);
   3. the maximum price (exclusive of expenses) which may be paid for such an Ordinary share is an amount equal to 105% of the average middle market quotations for an Ordinary share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary share is contracted to be purchased;
   4. the authority hereby conferred shall expire at the conclusion of the next annual general meeting after the date on which this resolution is passed or, if earlier, on 27 August 2009; and
   5. under the authority hereby conferred the Company may make a contract or contracts to purchase Ordinary shares prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of Ordinary shares in pursuance of any such contract or contracts.
9. That the Articles of Association produced to the meeting and initialled by the chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.

11 April 2008

By order of the Board

R D Peate
Company Secretary

Registered office

William Vinten Building
73 Western Way
Bury St Edmunds
Suffolk
IP33 3TB
Registered in England and Wales No.227691

Notes:

1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Capita Registrars on 0871 664 0300 (UK only, calls cost 10p per minute plus any network extras) or +44 (0)20 8639 2157 (Overseas only).
2. To be valid any proxy form or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at Capita Registrars, Proxy Dept, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 2.30pm on Sunday 25 May 2008.
3. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph9 below) will not prevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so.
4. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
5. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
6. To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), Shareholders must be registered in the Register of Members of the Company by close of business on Friday 23 May 2008 (or, in the event of any adjournment, by close of business on the date which is two days before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
7. As at Thursday 10 April 2008 (being the last business day prior to the publication of this Notice) the Company’s issued share capital consists of 42,105,242 Ordinary shares of 20 pence each, carrying one vote each. Therefore, the total voting rights in the Company as at Thursday 10 April 2008 are 42,105,242.
8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
9. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with CRESTCo’s specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA10) by 8pm on Friday 23 May 2008. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
10. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that CRESTCo does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
11. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
12. Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
13. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate shareholder has appointed the chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the chairman and the chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of representation letter if the chairman is being appointed as described in (i) above.
14. Inspection of documents. The following documents will be available for inspection at the Company’s registered office situated at William Vinten Building, Western Way, Bury St Edmunds, Suffolk IP33 3TB and at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY during normal business hours on each business day from the date of this notice up to the date of the Annual General Meeting and at the offices of Financial Dynamics, Holborn Gate, 26 Southampton Buildings, London WC2A 1PB from 15 minutes before the AGM until it ends:
    • Copies of the executive directors’ service contracts
    • Copies of letters of appointment of the non-executive directors
    • A copy of the proposed new articles of association of the Company, and a copy of the existing articles of association marked to show the changes being proposed in resolution 9.

Notice of AGM for 2008 | 2008 AGM Statement | 2008 Proxy Vote | 2008 Resolutions

2008 AGM Statement

Michael Harper, Chairman of The Vitec Group plc ("Vitec"), the international supplier of products, services and solutions to the Broadcast, Entertainment and Media industries, will make the following statement at today's Annual General Meeting:

Following an excellent 2006, Vitec's performance for the first four months of the current financial year has been ahead of our expectations. New products launched at the recent NAB trade show won several awards and order intake in the year to date has been good. We have continued to see sales growth in both Broadcast Systems and Imaging & Staging. Broadcast Services is performing well but without the benefit of the revenues derived from last year's Winter Olympics. The two businesses acquired at the end of 2006, Autoscript and Tomcat Global, continue to trade in line with plan.

Sterling has strengthened against the US$ and this will impact the group's results; however, the effect will be mitigated by the Group's hedging cover in place for 2007. If present exchange rates remain constant for the rest of 2007, the estimated adverse effect on the Group compared to 2006 would be about £2.8 million.

Overall, the Board's view on the outlook for 2007 is now slightly more positive than that stated at the time of the Full Year Results released in March 2007.

We continue to look for acquisitions that would fit well with our existing activities and add value for shareholders, focusing principally on companies that would extend our distribution reach or that offer related products bought by our existing customers.

Sir David Bell is standing down from the Board today after 10 years valuable service; I would like to thank him for his excellent contribution and wise counsel which has helped Vitec through a period of considerable change."

Vitec intends to publish a trading update in mid-July and announce its half year results on 3 September 2007.

Enquiries:
The Vitec Group plc
Gareth Rhys Williams/ Alastair Hewgill
Telephone: 020 8939 4650

Financial Dynamics
Richard Mountain / Susanne Walker
Telephone: 020 7269 7121

Notice of AGM for 2008 | 2008 AGM Statement | 2008 Proxy Vote | 2008 Resolutions

2008 AGM Proxy Vote

Notice of AGM for 2008 | 2008 AGM Statement | 2008 Proxy Vote | 2008 Resolutions

2008 AGM Resolutions

This is to notify you that all resolutions put to the Annual General Meeting held today were approved by shareholders.