Exhibit Number | Description | ||
1 | Notice of 2011 Annual General Meeting | ||
2 | Form of Proxy |
VELTI PLC | |
(Registrant) | |
By: | /s/ Wilson W. Cheung |
Name: | Wilson W. Cheung |
Title: | Chief Financial Officer |
Page | ||
LETTER FROM THE CHAIRMAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 2 | |
Appendix A-Information Regarding Electronic Communications From the Company . . . . . . .. . . . . . . . . . . . . . . . . . | 3 | |
NOTICE OF 2011 ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 | |
EXPLANATORY NOTES ON THE BUSINESS OF THE AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 7 |
Directors | Head office |
David W Mann (non-executive chairman) | First Floor |
Alex Moukas (chief executive officer) | 28-32 Pembroke Street Upper |
Chris Kaskavelis (chief operating officer) | Dublin 2 |
Nicholas P Negroponte (non-executive director) | Republic of Ireland |
David C D Hobley (non-executive director) | |
Jerry Goldstein (non-executive director) | |
Registered Office | |
22 Grenville Street | |
St Helier | |
Jersey JE4 8PX | |
Republic of Ireland | |
Channel Islands | |
17 June 2011 | |
Dear shareholder |
• | If you are a registered holder of our certificated or uncertificated shares on the Company's register of members maintained in Jersey and wish to continue to receive documents in hard copy form, please make a request in writing to the Company's registrars, Computershare Investor Services (Jersey) Limited, c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom. |
• | If you are a registered holder of certificated shares on the Company's US branch register and wish to continue to receive documents in hard copy form, please make a request either by e-mail or in writing, to Sally J. Rau, Chief Administrative Officer and General Counsel, at srau@velti.com, 150 California Street, San Francisco, CA 94111. |
• | If you hold beneficial interests in our shares held by Cede & Co., as nominee for the DTC (commonly known in the US as ''in street name''), and you wish to continue to receive documents in hard copy form, please follow your broker's or nominee's established procedures regarding your request. |
1. | To receive the Company's accounts for the year ended 31 December 2010 together with the auditors' report on those accounts. |
2. | To re-elect Chris Kaskavelis as a director of the Company. |
3. | To re-elect David C D Hobley as a director of the Company. |
4. | 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 2012. |
5. | To authorise the board to determine the remuneration of the auditors. |
6. | To approve the proposed amendments to the Velti plc 2009 US non-employee share incentive plan in the form produced to the meeting and initialled by the chairman of the meeting for the purposes of identification and to authorise the directors to do all such things as may be necessary to carry the same into effect. |
7. | To adopt new articles of association for the Company in the form produced to the meeting and initialled by the chairman of the meeting for the purposes of identification in substitution for, and to replace, the existing articles of association of the Company. |
Registered office: | By the order of the board | |
22 Grenville Street | Sally J Rau | |
St Helier | Secretary | |
Channel Islands | ||
17 June 2011 |
1. | It is proposed that all substantive resolutions at the AGM will be decided by a poll. The Company believes that this is a more transparent and equitable method of voting as shareholder votes are to be counted according to the number of shares held ensuring an exact and definitive result. It is intended that, in accordance with article 104 of the Company's articles of association, the chairman of the AGM will demand a poll on each of the substantive resolutions at the beginning of the AGM. Any procedural resolutions will be decided on a show of hands unless a poll is demanded. |
2. | The Company, pursuant to the Companies (Uncertificated Securities) (Jersey) Order 1999, specifies that only those persons entered on the register of members of the Company as at 6.00pm (Dublin time) on 24 July 2011 (the Specified Time) shall be entitled to attend or vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after the Specified Time shall be disregarded in determining the rights of any person to attend or vote at the AGM. If the AGM is adjourned to a time not more than 48 hours after the Specified Time applicable to the original meeting, the Specified Time will also apply for the purposes of determining the entitlement of shareholders to attend and vote (and for the purposes of determining the number of votes they may cast) at the adjourned meting. If however, the AGM is adjourned for a longer period then, to be so entitled, shareholders must be entered on the Company's register of members as at the time which is 48 hours before the time fixed for the adjourned meeting. |
3. | If you are a registered holder of our shares on our US branch register (the US Register Shares) as at 11:59pm EST on 13 June, 2011 (the US Specified Time), you will receive a US proxy voting card. If you become a registered holder of US Register Shares subsequent to the US Specified Time but before 3pm (Dublin time) on 24 July 2011, you may request a US proxy voting card from us. |
4. | Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the AGM. A shareholder 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 held by that shareholder. A proxy need not be a shareholder of the Company. The form of proxy, which must be used to make such appointment and give proxy instructions, accompanies this notice. To be valid the form of proxy must be received by post or (during normal business hours only) by hand by our registrars, Computershare Investor Services Jersey) Limited, c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom, by no later than 3.00pm (Dublin time) on 24 July 2011 (or 48 hours preceding the date and time for any adjourned meeting). |
5. | In the case of a shareholder which is a body corporate, the form of proxy must be executed under its common seal or signed on its behalf by an officer, attorney or other person authorised to sign it. |
6. | Any power of attorney or any other authority under which the form of proxy is signed (or a duly certified copy of such power or authority) must be included with the form of proxy. |
7. | The return of a completed form of proxy, or any CREST Proxy Instruction (as described in paragraph 10 below) will not prevent a shareholder attending the AGM and voting in person if the shareholder wishes to do so. |
8. | In the case of joint shareholders, the vote of the first named in the register of members of the Company who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint |
9. | CREST members may elect to utilise the CREST electronic proxy appointment service. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. |
10. | In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent, Computershare Investor Services PLC (ID 3RA50), by 3.00pm (Dublin time) on 24 July 2011. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time no message received through the CREST network will be accepted and any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. |
11. | CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. |
12. | The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of the Companies (Uncertified Securities) (Jersey) Order 1999. |
13. | When two or more valid but differing proxy appointments are delivered or received in respect of the same share for use at the same meeting or poll, the one which is last delivered or received (regardless of its date or of the date of its signature) shall be treated as replacing and revoking the others as regards that share. If the Company is unable to determine which was last delivered or received, none of them shall be treated as valid in respect of that share. |
14. | A shareholder which is a body corporate and which wishes to be represented at the AGM by a person with authority to speak and vote (a corporate representative) must appoint such a person by resolution of its directors or other governing body. A corporate representative has the same powers on behalf of the body corporate he/she represents as that body corporate could exercise if it were an individual shareholder of the Company. Under Jersey law it is not possible for a body corporate to appoint more than one corporate representative. |
15. | A copy of this notice, the Velti plc 2009 US non-employee share incentive plan (highlighting the proposed amendments) and the new articles of association of the Company (highlighting the proposed amendments) can be found at www.velti.com and will be available for inspection at the registered office of the Company from the date of this notice until the date of the AGM and at the AGM itself. |
1. | The directors are required to present to the AGM the Company's accounts for the year ended 31 December 2010 together with the auditors' report on those accounts. This resolution is advisory only. |
2. | The Company's articles of association require one third of the directors to retire at each annual general meeting of the Company. The biographical details of the directors standing for re-election are set out below. |
3. | Resolution 4 approves the re-appointment of Baker Tilly Virchow Krause, LLP as auditors of the Company until the conclusion of the next annual general meeting of the Company. |
4. | Resolution 5 authorises the board to determine the remuneration of the auditors. |
5. | The rules of the Company's share plans (including the US Non-Employee Plan) are each subject to an overall limit on the number of shares over which awards may be made. Currently, the Company may only grant awards over such number of shares as, when added to the number of shares over which existing awards have been granted in the previous three years under all share plans adopted by the Company, represents 15% of the ordinary share capital of the Company in issue immediately prior to that day (the Global Limit). |
6. | In addition to the Global Limit, the US Non-Employee Plan contains a specific limit on the number of ordinary shares available for issuance under it (the US Non-Employee Plan Specific Limit). Resolution 6 amends the rules of the US Non-Employee Plan to increase the US Non-Employee Plan Specific Limit from 500,000 shares to 750,000 shares in aggregate, with such shares subject to adjustments as described in the US Non-Employee Plan. |
7. | Resolution 7 proposes certain amendments to the Company's articles of association. The amendments will be made by the Company adopting new articles of association. The proposed amendments are as follows. |
8. | AIM provisions: the Company's shares were de-listed from the Alternative Investment Market of the London Stock Exchange (AIM) on 3 May 2011. Consequently, certain provisions and references to AIM in the Company's articles of association (including articles 74 to 79 which required the Company and shareholders to comply with the disclosure requirements of Chapter 5 of the UK Disclosure and Transparency Rules for so long as the Company's shares were admitted to trading on AIM) no longer apply, so it is proposed that they be deleted. |
9. | Additional proxy provisions: the Company proposes to include new provisions that are intended to better facilitate proxy voting by holders of beneficial interests in shares in the DTC system. |
10. | Non-executive directors' fees: article 165 of the Company's articles of association provides that the non-executive directors are entitled to receive fees in an aggregate amount of up to £250,000 per annum or such other sum as the Company may determine. |
11. | The amendments proposed to be made to the Company articles of association are shown in the marked version of the new articles of association available on the Company's website at www.velti.com. |
41D5_[2KS@:X.*9UQA]X?" ]`RI?U\OYZB\5B
MK>&