Notice of Annual General Meeting 2012
To Ordinary Shareholders, and for information only, to option holders
3 July 2012
Notice of Annual General Meeting 2012
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 Thursday, 26 July
2012 at 10.00 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 10.00 a.m. on
Tuesday, 24 July 2012.
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 6 and 7)
The existing general authority of the Directors to allot shares and the current disapplication of the statutory preemption 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 £126,574.02 (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 25 October 2013.
In addition a Special Resolution will be proposed at the AGM to renew the Directors’ powers to allot shares for
cash up to an aggregate nominal value of £94,930.52 (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 25 October 2013.
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 10.00 a.m. on Tuesday, 24 July 2012. The completion and return
of the form of proxy will not preclude you from attending and voting at the meeting, should you so wish.
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.
Download: Notice of Annual General Meeting 2012
About Vitesse Media plc
Vitesse Media plc is a leading B2B media business specialising in events, digital activities, data and research for the technology, SME business and high-net-worth investment industries. Its flagship titles include SmallBusiness.co.uk, Growth Company Investor, Information Age, GrowthBusiness.co.uk and What Investment.
Vitesse Media is also responsible for a growing portfolio of high-profile events, including The Quoted Company Awards and Women in IT Awards. Vitesse Media is focused on developing innovative products and services while evaluating further business opportunities in the fragmented B2B media space. Vitesse Media is quoted on AIM.