EX-2 3 a2209885zex-2.htm EX-2

Exhibit 2

* 99999 MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4 Form of Proxy - Annual General Meeting to be held on 25 July 2012 Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Jersey) Limited accept no liability for any instruction that does not comply with these conditions. Explanatory Notes: 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than Ms. Rau and Messrs. Moukas and Cheung, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes). 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 707 4040 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking 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. 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. 4. Pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is 48 hours before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999. 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 707 4040 to request a change of address form or go to www.investorcentre.co.uk/je to use the online Investor Centre service. 7. Any alterations made to this form should be initialled. 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person. To be effective, all proxy appointments must be lodged with the Company’s Registrars at: c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 23 July 2012 at 1.00 pm. All Correspondence to: Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY -1_39008_MAIL/000001/000001/SG151/i *00000101010000* 000001

 


Form of Proxy Please complete this box only if you wish to appoint a third party proxy other than Sally J. Rau, failing whom, Alex Moukas and, failing whom, Wilson W. Cheung. Please leave this box blank if you want to select Ms. Rau and Messrs. Moukas and Cheung. Do not insert your own name(s). I/We hereby appoint Ms. Rau, failing whom, Mr. Moukas and, failing whom, Mr. Cheung OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Velti Plc to be held at the Collinstown Suite, The Arrivals Road, Terminal One, Dublin Airport, Dublin, Ireland on 25 July 2012 at 1.00 pm, and at any adjourned meeting. * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). Please mark here to indicate that this proxy appointment is one of multiple appointments being made. I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary). C0000000000 Ordinary Resolutions For Against Vote Withheld 1. To receive the Company's accounts for the year ended 31 December 2011 together with the auditors' report on those accounts. 2. To elect Phokion Potamianos as director of the Company. 3. To elect Mari Baker as director of the Company. 4. To re-elect Nicholas P. Negroponte as director of the Company. 5. To re-elect Alex Moukas as director of the Company. 6. To re-appoint Baker Tilly Virchow Krause, LLP as auditors of the Company to hold office from the conclusion of the meeting until the conclusion of the annual general meeting of the Company to be held in 2013. 7. To authorize the board to determine the compensation of the auditors. 8. To approve the proposed amendments to the Velti plc 2009 US employee share incentive plan in the form produced to the meeting and initialed by the chairman of the meeting for the purposes of identification and to authorize the directors to do all such things as may be necessary to carry the same into effect. 9. To approve the proposed amendments to the Velti plc 2009 US non-employee share incentive plan in the form produced to the meeting and initialed by the chairman of the meeting for the purposes of identification and to authorize the directors to do all such things as may be necessary to carry the same into effect. 7 3 7 H 2 0 J T L V * Please use a black pen. Mark with an X inside the box as shown in this example.