VIDENDUM PLC

AGM Information • May 6, 2021

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author: Poonam Kang
date: 2021-04-29 16:19:00+00:00

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| | The Vitec Group plc
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| | Extract of the Minutes of the Annual General Meeting of the Company for 2021 held on Thursday, 6 May 2021 at Bridge House, Heron Square, Richmond, TW9 1EN at 11.00 am |
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| | The following resolutions were passed as special business:

Resolution 13

Resolution 13 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 £915,555.24 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 5 August 2022) 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 14

Resolution 14 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 14 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 13 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 £455,777.62 such power to expire at the conclusion of next year’s AGM (or, if earlier, on the close of business on 5 August 2022) 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 15

Resolution 15 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 4,577,776 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 for 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 5 August 2022) 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 16

Resolution 16 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.

Resolution 17

Resolution 17 was proposed to the meeting and it was resolved on a poll as a special resolution that the Company and its subsidiary companies at any time during the period for which this resolution is effective are authorised, in aggregate, to:

(i) Make political donations to political parties and/or independent election candidates not exceeding £30,000 in total;
(ii) Make political donations to political organisations other than political parties not exceeding £30,000 in total; and
(iii) Incur political expenditure not exceeding £30,000 in total,

during the period beginning with the date of the passing of this resolution up to and including the conclusion of the AGM to be held in 2025 or Tuesday, 5 August 2025, whichever is earlier.

The authorised sums referred to in paragraphs (i), (ii) and (iii) may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into Sterling at the exchange rate published in the London edition of the Financial Times on the day on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day on which the relevant company enters into any contract or undertaking relating to the same. Any terms which are defined in Part 14 of the Companies Act 2006 shall bear the same meaning when used in this resolution.
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