CVS Group Plc

Annual General Meeting to be held on 8 December 2011 at 11:00 am at The Cornwallis Country Hotel, Rectory Road, Brome, Eye, Suffolk IP23 8AJ

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you should seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in CVS Group plc ("Company"), please pass this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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CVS Group plc
Registered in England and Wales No.06312831

CVS House,
Vinces Road
Diss, Norfolk
IP22 4AY

11 November 2011

 

To ordinary shareholders

Dear Shareholder

Annual General Meeting to be held on 8 December 2011 at 11:00 am at The Cornwallis Country Hotel, Rectory Road, Brome, Eye, Suffolk IP23 8AJ

I am pleased to send you details of our 2011 annual general meeting ("AGM"), which will be held at The Cornwallis Country Hotel, Rectory Road, Brome, Eye, Suffolk IP23 8AJ on 8 December 2011 at 11:00 am. I hope that you will be able to attend.

The formal notice of the AGM (“Notice”), enclosed with this letter, sets out the business to be considered at the AGM.

This year, shareholders will be asked to approve 11 resolutions. Resolutions 1 to 9 are proposed as ordinary resolutions. This means that, for each of those resolutions to be passed, more than 50 per cent of the votes cast must be in favour of the resolution. Resolutions 10 and 11 are proposed as special resolutions. This means that, for each of those resolutions to be passed, at least 75 per cent of the votes cast must be in favour of the resolution.

For further guidance, you should refer to the explanatory notes on the resolutions which follow the Notice.

Recommendation

The directors consider that all the resolutions set out in the Notice are in the best interests of the Company and its shareholders as a whole. The directors will be voting in favour of them, and unanimously recommend that you do so as well.

Action to be taken

You will find enclosed a proxy form for use in respect of the AGM. As a member you are entitled to appoint one or more persons as proxies to exercise all or any of your rights to attend, speak and vote at the AGM. A proxy need not be a member of the Company. You may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. To appoint more than one proxy, you will need to complete a separate proxy form in relation to each appointment. Additional proxy forms may be obtained by contacting the Company's registrar on 0870 707 1656 or you may photocopy the proxy form. You will need to state clearly on each proxy form the number of shares in relation to which the proxy is appointed. If you do not intend to attend the meeting in person, please complete and return this form indicating how you wish your votes to be cast on each of the resolutions. You will still be able to attend and vote at the meeting should you wish to do so.

To be effective, the proxy form must be completed in accordance with the instructions printed on it and returned as soon as possible but, in any event, so as to reach the Company's registrar, Computershare Investor Services PLC of The Pavilions, Bridgwater Road, Bristol BS99 6ZY, by no later than 11.00 am on 6 December 2011 (or, in the event that the meeting is adjourned, no later than 48 hours before the time of any adjourned meeting).

Yours sincerely

Richard Connell
Chairman
CVS Group plc

 

CVS GROUP PLC
NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2011 annual general meeting of CVS Group plc ("Company") will be held at The Cornwallis County Hotel, Rectory Road, Brome, Eye, Suffolk, IP23 8AJ on 8 December 2011 at 11.00 am for the following purposes:

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

1. To receive the Company's annual accounts and directors' and auditors' reports for the year ended 30 June 2011.
2. To reappoint PricewaterhouseCoopers LLP as auditors of the Company.
3. To authorise the directors to determine the remuneration of the auditors.
4. To declare a final dividend for the year ended 30 June 2011 of 1.0p per ordinary share in the capital of the Company, to be paid on 20 December 2011 to shareholders whose names appear on the register at the close of business on 16 December 2011.
5. To reappoint Richard Connell, who retires by rotation, as a director of the Company.
6. To reappoint Simon Innes, who retires by rotation, as a director of the Company.
7. To reappoint Paul Coxon, who retires by rotation, as a director of the Company.
8. To reappoint David Timmins, who retires by rotation, as a director of the Company.
9. That, pursuant to section 551 of the Companies Act 2006 ("Act"), the directors be and are generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £37,663, provided that (unless previously revoked, varied or renewed) this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or on the date 15 months from the date of the passing of this resolution (whichever is the earlier), save that the Company may make an offer or agreement before this authority expires which would or might require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after this authority expires and the directors may allot shares or grant such rights pursuant to any such offer or agreement as if this authority had not expired.

To consider and, if thought fit, to pass the following resolutions as special resolutions:

• 10. directors be and are generally empowered to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority granted by resolution 9 as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities: That, subject to the passing of resolution 9 and pursuant to section 570 of the Act, the
• 10.1 in connection with an offer of equity securities (whether by way of a rights issue, open offer or otherwise):
  • 10.1.1 to holders of ordinary shares in the capital of the Company in proportion (as nearly as practicable) to the respective numbers of ordinary shares held by them; and
  • 10.1.2 to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the directors otherwise consider necessary,
  • but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange; and
• 10.2 otherwise than pursuant to paragraph 10.1 of this resolution, up to an aggregate nominal amount of £5,649;
  and (unless previously revoked, varied or renewed) this power shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or on the date 15 months from the date of the passing of this resolution (whichever is the earlier), save that the Company may make an offer or agreement before this power expires which would or might require equity securities to be allotted for cash after this power expires and the directors may allot equity securities for cash pursuant to any such offer or agreement as if this power had not expired.
  This power is in substitution for all existing powers under section 570 of the Act (which, to the extent unused at the date of this resolution, are revoked with immediate effect).
• 11. That, pursuant to section 701 of the Act the Company be and is generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 0.2p each in the capital of the Company ("Shares"), provided that:
• 11.1 the maximum aggregate number of Shares which may be purchased is 5,649,510;
• 11.2 the minimum price (excluding expenses) which may be paid for a Share is 0.2p;
• 11.3 the maximum price (excluding expenses) which may be paid for a Share is an amount equal to 105 per cent of the average of the middle market quotations for a Share as derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately preceding the day on which the purchase is made;
  and (unless previously revoked, varied or renewed) this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or on the date fifteen months from the date of passing of this resolution (whichever is the earlier), save that the Company may enter into a contract to purchase Shares before this authority expires under which such purchase will or may be completed or executed wholly or partly after this authority expires and may make a purchase of Shares pursuant to any such contract as if this authority had not expired.

By order of the board

P D Coxon

Secretary

11 November 2011

Registered office: CVS House, Vinces Road, Diss, Norfolk IP22 4AY

Registered in England and Wales No. 06312831