VIDENDUM PLC

AGM Information • May 27, 2020

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author: "Rachael Nelson"
date: 2020-03-25 16:31:00+00:00
processing_status: success_python-docx_mammoth

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	The Vitec Group plc
	Extract of the Minutes of the Annual General Meeting of the Company for 2020 held on Wednesday, 27 May 2020 at Bridge House, Heron Square, Richmond, TW9 1EN at 11.00 am
	The following resolutions were passed as special business: Resolution 14 Resolution 14 was proposed to the meeting and it was resolved on a poll that the rules of The Vitec Group 2020 Sharesave Plan (“the Sharesave Plan”), the main features of which were summarised in the explanatory notes to the Notice of Meeting and produced in draft to the AGM and, for the purposes of identification, initialled by the Chairman, be hereby approved and adopted and the Directors of the Company, or a duly authorised committee of them, be authorised to do all such acts and things as they may consider necessary or expedient to carry the Sharesave Plan into effect (including making such alterations and modifications as they consider may be necessary or desirable to ensure that the Sharesave Plan meets the requirements for such tax advantaged plans as set out in Schedule 3 of the Income Tax (Earnings and Pensions) Act 2003). Resolution 15 Resolution 15 was proposed to the meeting and it was resolved on a poll that the rules of The Vitec Group 2020 International Sharesave Plan (“the International Sharesave Plan”), the main features of which were summarised in the explanatory notes to the Notice of Meeting and produced in draft to the AGM and, for the purpose of identification, initialled by the Chairman, be hereby approved and adopted and the Directors of the Company, or a duly authorised committee of them, be authorised to do all such acts and things as they may consider necessary or expedient to carry the International Sharesave Plan into effect, and the Directors of the Company, or a duly authorised committee of them, be authorised to establish any schedule or appendix to the International Sharesave Plan they consider necessary in relation to employees in jurisdictions outside the United Kingdom, with any modifications necessary or desirable to take account of local securities laws, exchange control and tax legislation, provided that any shares made available under such further schedules or appendices are treated as counting against any limits on individual or overall participation in the International Sharesave Plan, including without limitation such modifications as may be necessary or desirable to enable the International Sharesave Plan (including any relevant schedule or appendix) to qualify as a section 423 plan under the Internal Revenue Code of 1986 of the United States of America (“the Code”); provided that, for the purpose of so approving such schedule or appendix under section 423 of the Code, (a) Appendix 1 attached to the International Sharesave Plan will be operated solely for employees of the Vitec Group US Holdings, Inc. and any Participating Company, and (b) the maximum number of ordinary shares subject to Appendix 1 shall not exceed 1,500,000 shares. Resolution 16 Resolution 16 was proposed to the meeting and it was resolved on a poll that the directors be and they are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to a nominal amount of £911,886.60 so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authority to expire at the conclusion of next year’s AGM (or, if earlier, on the close of business on 26 August 2021) save that the Company may, before such expiry, make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended. This resolution shall not authorise the Directors to exercise powers of the Company to allot any equity securities in connection with an offer by way of a rights issue. Resolution 17 Resolution 17 was proposed to the meeting and it was resolved on a poll as a special resolution that the Directors be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by resolution 16 and/or where the allotment is treated as an allotment of equity securities under section 560(3) of the Companies Act 2006, free of the restriction in section 561(1) of the Companies Act 2006; such power to be limited in the case of the authority granted under resolution 16 and/or in the case of any sale of treasury shares which is treated as an allotment of equity securities under section 560(3) of the Companies Act 2006, to the allotment of equity securities up to a nominal amount of £455,943.20 such power to expire at the conclusion of next year’s AGM (or, if earlier, on the close of business on 26 August 2021) save that the Company may, before such expiry, make offers, and enter into agreements, 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. Resolution 18 Resolution 18 was proposed to the meeting and it was resolved on a poll as a special resolution that the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares of 20 pence each (“ordinary shares”), such power to be limited: (1) To a maximum number of 2,279,716 ordinary shares; (2) By the condition that the minimum price which may be paid for an ordinary share is 20 pence and the maximum price which may be paid for an ordinary share is the highest of: (i) an amount equal to 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out; in each case, exclusive of expenses, such power to expire at the conclusion of next year’s AGM (or, if earlier, on the close of business on 26 August 2021) save that, in each case, the Company may enter into a contract or contracts to purchase ordinary shares which will or may be completed or executed wholly or partly after the expiry of such power and the Company may purchase ordinary shares pursuant to any such contract as if the power had not ended. Resolution 19 Resolution 19 was proposed to the meeting and it was resolved on a poll as a special resolution that a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.