Velti to Convene Annual General Meeting and Extraordinary General Meeting of Shareholders

Velti to Convene Annual General Meeting and Extraordinary General Meeting of Shareholders on July 30, 2010

Velti intends to convene an annual general meeting of its shareholders at 11:00am local time in Dublin, Ireland, on Friday, 30 July 2010. Immediately following the annual general meeting, Velti intends to convene an extraordinary general meeting of its shareholders at 12:00 p.m. (noon) local time, the resolutions for which relate to Velti's proposed public offering of its ordinary shares in the United States. The location of both meetings is the offices of Velti's counsel in Ireland, Mason Hayes + Curran, located at South Bank House, Barrow Street, Dublin. Shareholders may either attend both meetings or submit proxies for their votes to be submitted at the meetings, as described below. Below are listed links to various applicable documents:

2009 Annual Report

On July 7, 2010, Velti mailed to its shareholders its annual report for 2009, which is also available by clicking below:

Download Annual Report (PDF)

Annual General Meeting and Extraordinary General Meeting Circulars and Proxy Cards

On Wednesday 14 July 2010, Velti mailed to its shareholders:

• A circular notice for the annual general meeting, as well as a proxy card related thereto; and
• A circular notice for the extraordinary general meeting, as well as a proxy card related thereto.

The circular notices and proxy cards are available by clicking below:

Download Annual General Meeting Circular (PDF)
Download Extraordinary General Meeting Circular (PDF)

Download Annual General Meeting Proxy Card (PDF)
Download Extraordinary General Meeting Proxy Card (PDF)

Proposed new Articles of Association for Velti plc

As part of the extraordinary general meeting, Velti is asking its shareholders to approve amendments to Velti's Articles of Association, which are further described in the circular notice of the extraordinary general meeting. A copy of the proposed new Articles of Association, as well as a marked version against the current Articles of Association, are available by clicking below:

Download Clean Articles of Association (PDF)
Download Marked Articles of Association (PDF)

Proposed amendments to Velti's Share Plans

As part of the extraordinary general meeting, Velti is asking its shareholders to approve amendments to each of Velti's Share Incentive Plan, 2009 US Employee Share Incentive Plan and 2009 US Non-Employee Share Incentive Plan, which are further described in the circular notice of the extraordinary general meeting. A copy of each Share Plan showing the proposed amendments is available by clicking below:

Download Clean Velti plc 2009 US Employee Share Incentive Plan (PDF)
Download Marked Velti plc 2009 US Employee Share Incentive Plan (PDF)

Download Clean Velti plc 2009 Non-US Employee Share Incentive Plan (PDF)
Download Marked Velti plc 2009 Non-US Employee Share Incentive Plan (PDF)

Download Clean Velti plc Share Incentive Plan (PDF)
Download Marked Velti plc Share Incentive Plan (PDF)