Dear Shareholder

Notice of Annual General Meeting 2011

I am pleased to be writing to you with details of our Annual General Meeting (“AGM”) which we are holding at the offices of Westhouse Securities Limited, One Angel Court, London EC2R 7HJ on Friday, 15 July 2011 at 9.30 a.m.  The formal notice of Annual General Meeting is set out on pages 3 to 4 of this document.

If you would like to vote on the resolutions but cannot come to the AGM, please fill in the proxy form sent to you with this notice and return it to our Registrars as soon as possible.  They must receive it by 9.30 a.m. on Wednesday, 13 July 2011.
In addition to the routine business of the AGM, there are two items of special business to be transacted, as summarised and explained below:

Issues of share capital (Resolutions 5 and 6)

The existing general authority of the Directors to allot shares and the current disapplication of the statutory pre-emption rights expire at the conclusion of the AGM.

The existing power granted to the Directors to allot shares and to disapply these statutory pre-emption rights expires at the conclusion of the AGM.  Accordingly, an Ordinary Resolution will be proposed to renew the Directors’ authority to allot shares up to an aggregate nominal amount of £102,012.62 (being one third of the issued share capital at the date of this report).  This authority will expire at the earlier of the conclusion of the AGM to be held next year when the Directors intend to seek renewal of the authority and 15 October 2012.

In addition a Special Resolution will be proposed at that AGM to renew the Directors’ powers to allot shares for cash up to an aggregate nominal value of £76,509.46 (being 25% of the nominal value of the Company’s issued share capital) without first offering such shares to existing shareholders.  The Board considers that there may be opportunities in the next twelve months to acquire assets cheaply from other media businesses that are in difficulty or that are refocusing on other activities.  To ensure that the Company can take advantage of these potential opportunities, the Board considers it important that it can move both quickly and cheaply.

The Special Resolution also enables the Company, in the event of a rights issue, to meet certain practical difficulties which may arise in connection with fractional entitlements or in respect of overseas shareholders as a result of local laws and which prevent shares from being issued strictly pro rata.  This authority will expire at the earlier of the conclusion of the AGM to be held next year when the Directors intend to seek renewal of the authority and 15 October 2012.

Action to be taken by Shareholders

Shareholders will find enclosed with this document a form of proxy for use at the AGM. Whether or not you intend to be present at the AGM (or any adjournment thereof) you are requested to complete, sign and return the form of proxy in accordance with the instructions printed on it so as to be received by the Company’s Registrars, Share Registrars Proxies, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey, GU9 7LL, as soon as possible but in any event not later than 9.30 a.m. on Wednesday, 13 July 2011.  The completion and return of the form of proxy will not preclude you from attending and voting at the meeting, should you so wish.

Recommendation

The Directors consider that the proposals set out above are in the best interests of the Company and its shareholders as a whole.  They recommend that you vote in favour of the resolutions set out in the notice of meeting as they intend to do in respect of their own beneficial holdings.

Yours sincerely

Sara Williams
Chairman

Inspection of documents:

The following documents will be available for inspection at the offices of Westhouse Securities Limited, One Angel Court, London EC2R 7HJ  until the time of the AGM and at the AGM location from 15 minutes before the AGM until it ends:
i)    copies of the Executive Directors’ Service contracts
ii)    copies of letters of appointment of the Non-Executive Directors

NOTICE OF ANNUAL GENERAL MEETING
VITESSE MEDIA PLC (the “Company”)
(Registered in England & Wales No. 2607995)

NOTICE IS HEREBY GIVEN that the Annual General Meeting (“AGM”) of the above named company will be held at the offices of Westhouse Securities Limited, One Angel Court, London EC2R 7HJ on Friday, 15 July 2011 at 9.30 a.m. for the purpose of considering and, if thought fit, passing the resolutions set out below.  Resolution 6 will be proposed as a special resolution.  All other resolutions will be proposed as ordinary resolutions.

ORDINARY RESOLUTIONS
1. THAT the report of the directors and the financial statements for the year ended 31 January 2011 be received.
2. THAT Elizabeth Sara Williams be re-elected as a director of the Company.
3. THAT Baker Tilly be reappointed auditors of the Company, to hold office until the next general meeting at which accounts are laid.
4. THAT the directors be authorised to determine the auditors’ remuneration.
5. THAT, the directors be generally and unconditionally authorised for the purposes of s551 Companies Act 2006 (the “Act”) to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company (“Rights”) up to a maximum aggregate nominal amount of £102,012.62 to such persons and at such times and upon such conditions as the directors may determine, that authority to expire at the earlier of the conclusion of the next AGM of the Company after the passing of this resolution and 15 October 2012 save that the Company may before that expiry make an offer or agreement which would or might require shares to be allotted or Rights to be granted after that expiry and the directors may allot shares or grant Rights in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired.

SPECIAL RESOLUTION
6. THAT, subject to the passing of resolution 5 above, the directors of the Company be empowered pursuant to s570(1) Companies Act 2006 (the “Act”) in substitution for any previous power conferred on the directors pursuant to that section or s95 Companies Act 1985 to allot equity securities pursuant to the authority conferred by resolution 5 above as if s561(1) of the Act did not apply to that allotment provided that this power shall be limited:
(a) to the allotment of equity securities in connection with a rights issue and so that for this purpose “rights issue” means an offer of equity securities open for acceptance for a period fixed by the directors to holders of equity securities on the register on a fixed record date in proportion to their respective holdings of such securities or in accordance with the rights attached to them but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory; and

(b) to the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal amount of £76,509.46 and shall expire at the earlier of the conclusion of the next AGM of the Company to be held after the date of the passing of this resolution and 15 October 2012 save that the Company may before that expiry make an offer or agreement which would or might require equity securities to be allotted after that expiry and the directors may allot equity securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.

For the purposes of this resolution, the expression “equity securities” and references to “allotment of equity securities” respectively have the meanings given to them in s560 of the Act.
By order of the Board

Susan Fadil, FCIS
Company Secretary
17 June 2011
Registered Office:
Pellipar House
1st Floor
9 Cloak Lane
London
EC4R 2RU

NOTES:
(a) Only those shareholders entered on the relevant register of members (the “Register”) for certificated or uncertificated shares of the Company (as the case may be) at 5.00 p.m. on 13 July  2011

(b) (the “Specified Time”) will be entitled to attend or vote at the AGM in respect of the number of shares registered in their name at the time.  Changes to entries on the Register after the Specified Time will be disregarded in determining the rights of any person to attend or vote at the AGM.  Should the AGM be adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned AGM.  Should the AGM be adjourned for a longer period, then to be so entitled, members must be entered on the Register at the time which is 48 hours before the time fixed for the adjourned AGM or, if the Company gives notice of the adjourned AGM, at the time specified in the notice.

(c) Any member may appoint a proxy to attend, speak and vote on his/her behalf.  A member may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares of the member, but must attend the meeting in person.  A proxy need not be a member.  Proxy Forms should be lodged with the Company’s Registrar or submitted not later than 48 hours before the time for which the AGM is convened.  Completion of the appropriate Proxy Form does not prevent a member from attending and voting in person if he/she is entitled to do so and so wishes.

(d) To appoint more than one proxy you may photocopy the Proxy Form. Please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

(e) 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 Share Registrars (Proxies), Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey, GU9 7LL  or by fax to Share Registrars on +44 (0)1252 719232 or by scan and email to Share Registrars at proxies@shareregistrars.uk.com no later than 9.30 a.m. on Wednesday, 13 July 2011.

(f) Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
(g)    As at 16 June 2011  (being the last business day prior to the publication of this Notice) the Company’s issued share capital consisted of  30,603,787  Ordinary Shares, carrying one vote each and 25,603,787 deferred shares carrying no votes.  Therefore, the total voting rights in the Company as at 16 June 2011 are 30,603,787.

VITESSE MEDIA PLC (the “Company”)
Annual General Meeting
Proxy Form

Before completing this form, please read the explanatory notes below
I/We (name(s) in full) ……..……………………………

Of ………..………………………
being a member of the Company appoint the Chairman of the meeting or (see note 3)

as my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held on Friday, 15 July 2011 at 9.30 a.m. and at any adjournment of the meeting.
I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an ‘X’. If no indication is given, my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is properly put before the meeting.

Please tick here to indicate that this proxy appointment is one of multiple appointments being made.

Notes to the proxy form

  1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
  2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
  3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions.
  4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may copy this form. Please indicate in the box next to the proxy holder’s name the number of securities in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given.  All forms must be signed and should be returned together in the same envelope.
  5. To direct your proxy how to vote on the resolutions mark the appropriate box with an ‘X’. To abstain from voting on a resolution, select the relevant “Vote withheld” box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
RESOLUTIONSForAgainst
Vote withheld
ORDINARY RESOLUTIONS
1To receive the Report of the Directors and the audited financial statements for the year ended 31 January 2011
2To re-elect Elizabeth Sara Williams as a director of the Company.
3To reappoint Baker Tilly LLP as auditors.
4To authorise the directors to determine the auditors’ remuneration.
5To grant s.551 authority to the directors to allot shares.
SPECIAL RESOLUTION
6To disapply statutory pre-emption rights
SignatureDate

Please tick here to indicate that this proxy appointment is one of multiple appointments being made.

Notes to the proxy form

  1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
  2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
  3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions.
  4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may copy this form.  Please indicate in the box next to the proxy holder’s name the number of securities in relation to which they are authorised to act as your proxy.  Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given.  All forms must be signed and should be returned together in the same envelope.
  5. To direct your proxy how to vote on the resolutions mark the appropriate box with an ‘X’. To abstain from voting on a resolution, select the relevant “Vote withheld” box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If  no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
  6. To appoint a proxy using this form, the form must be:
    •    completed and signed;
    •    sent or delivered to Share Registrars Proxies, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL, or by fax to +44 (0)1252 719232, or by scan and email to proxies@shareregistrars.uk.com and
    •    received by Share Registrars Proxies  no later than 9.30 a.m. on Wednesday, 13 July 2011.
  7. In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
  8. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
  9. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).
  10. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
  11. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.
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