VP PLC — Audit Report / Information 2014

Oct 20, 2014

17 October 2014

Head Office Central House, Beckwith Knowle Otley Road, Harrogate North Yorkshire HG3 1UD

1: 01423 533400 F: 01423 565657 E: enquiries@vpplc.com

Dear Shareholder

Change of Auditor

As disclosed in the Audit Committee Report in the year end accounts, in accordance with best practice, the Group has undertaken a competitive tender for the Group's external audit.

The competitive tender allowed the Group to benchmark levels of service, fees and the value of the external audit process. The Audit Committee Chair, Steve Rogers, headed a selection panel who undertook the process which involved three firms of auditors, including KPMG who were the existing auditors.

Following the completion of this process at the end of September 2014, the Audit Committee recommended to the Board that PricewaterhouseCoopers LLP be appointed as the external auditors for the year ending 31 March 2014. PricewaterhouseCoopers LLP have confirmed that they have undertaken a review to ensure there are no matters that would impact their independence once appointed. The Board confirms that there are no matters in connection with KPMG LLP's resignation as auditors which need to be brought to the attention of shareholders. The Company has received a statutory statement from KPMG LLP pursuant to section 519 of the Companies Act 2006 which is enclosed with this letter in accordance with section 520 of the Companies Act 2006.

We would like to thank KPMG for contribution to the Group, as auditors, over the last 20 years and look forward to starting a new working relationship with PricewaterhouseCoopers.

Yours sincerely

Allison Bainbridge Group Finance Director

KPMG LLP 1 The Embankment Neville Street Leeds LS1 4DW United Kingdom

Tel +44 (0) 113 254 2843 Fax +44 (0) 113 231 3184 DX 724440 Leeds

Private & confidential

The Directors Vp plc Central House Beckwith Knowle Otley Road Harrogate HG3 1UD

Our ref ld/cp

9 October 2014

Dear Sirs

Statement to Vp plc (no. 481833) on ceasing to hold office as auditors pursuant to section 519 of the Companies Act 2006

The circumstances connected with our ceasing to hold office are the holding of a competitive tender for the audit, in which we were unsuccessful in retaining the audit.

We request that any correspondence in relation to this statement be sent to our registered office 15 Canada Square, London, E14 5GL marked for the attention of the Audit Regulation Department.

Yours faithfully,

KPMG LLP

KPMG LLP